Orange Partner Premium Member Terms and Conditions

Orange Partner Premium Member terms and conditions

In the event that your application to become an Orange Partner Premium Member is successful, you agree to be bound by the following terms and conditions. These terms are in addition to the Orange Partner Member terms and conditions and site terms and conditions which shall continue in full force and effect, save that in the event of inconsistency these Premium Member terms and conditions shall prevail.

1.	Submission and use of information and materials. You acknowledge and agree that the submission of information or materials via www.orangepartner.com (the "Site"), via email or otherwise, is subject to the Orange Partner Member terms and conditions. Except the information submitted via the Product Submissions process which shall be subject to the terms set out in the Product Submissions process.
2.	Innovation. 2.1 No licence or right is granted under this contract by you or Orange Personal Communications Services Limited ("Orange") to the other under any patent, patent application, trademark, copyright, software, trade secret or any other intellectual property right existing anywhere in the world. 2.2 During the course of or arising out of your being an Orange Partner Premium Member and your participation with the Site, you or Orange may develop innovations. Unless otherwise agreed in writing, each party shall retain ownership of any intellectual property rights arising from any such innovation developed solely by it. 2.3 In the event that an innovation is developed jointly between Orange and you as part of the Premium Membership programme and your participation with the Site the intellectual property rights in such innovation shall be owned jointly by the parties, both of whom shall be entitled to use or exploit such innovation without the need to obtain the consent of the other. 2.4 Without prejudice to clause 2.2, in the event that any intellectual property rights or new products or services are generated through assistance and/or consultation with Orange or any member of the Orange Group as an Orange Partner, including participation in the Site, the parties shall discuss in good faith the provision to Orange or the relevant Orange Group company of any commercial benefits arising out of such rights, products or services. 2.5 Each party shall at the reasonable expense and request of the other do all acts and execute all documents as may be reasonably required to give effect to the provisions of this clause 2. 2.6 The provisions of this clause 2 shall survive termination of this contract.
3.	Confidentiality. By applying to become an Orange Partner Premium Member, you agree to be bound by the Confidentiality Agreement also included in the registration form for Premium Membership. You acknowledge and agree that the terms of the Confidentiality Agreement shall survive termination of this contract.
4.	Provision of equipment or services. From time to time Orange or any other member of the Orange Group may offer to provide you with equipment and/or services subject to separate terms and conditions. Such terms may require you to give Orange the right of first refusal in respect of any product or service developed by you through the use of such equipment and/or services.
5.	Liability. You acknowledge and agree that the provisions set out in the Orange Partner Member terms and conditions regarding warranties, indemnities and liability shall apply equally to any materials and information residing in the web content accessible to Premium Members.
6.	US Export Controls. You acknowledge and agree that your access to the Site as a Premium Member is subject to the terms regarding US export controls set out in the Orange Partner Member terms.
7.	Law. This contract and all other legal relationships between you and Orange shall be governed by and construed in accordance with English law and are subject to the non-exclusive jurisdiction of the English courts. If any part of this contract shall be held to be unenforceable or invalid this shall not effect the enforceability of any other provisions of this contract.
8.	Changes to the contract. Orange reserves the right to vary the terms of this contract from time to time, such variations becoming effective immediately upon posting of the varied terms on the Site. By continuing to use the Site you will be deemed to accept such variation.
9.	Termination of this contract. You acknowledge and agree that this contract and your Orange Partner Premium Membership may be terminated: at any time by either you or Orange by giving not less than 14 days notice. If you do wish to end this contract and your Premium Membership you will need to notify Orange by email to developers@orange.com; and/or by Orange with immediate effect if you breach this contract. In the event of a breach of this contract by you, Orange at its sole discretion may suspend or terminate your membership without notice or block access to the whole or part of this Site, or issue a warning to you in respect of the breach. Please note that termination of this contract will not terminate your Orange Partner Membership, unless otherwise expressly stated in the notice of termination. Clauses 2 and 3 of this contract shall survive termination of this contract and your Orange Partner Premium Member status. Your sole right and remedy against Orange in relation to your Orange Partner Premium Membership , including if you are unhappy with any term of this contract, any changes to this contract, or your ability to use the Site, is to terminate your Orange Partner Premium Membership. Any decisions made by Orange in relation to the Site and your Premium Membership will be final.