The present Support Web Site General Conditions applies to the access and usage of the support web site (https://support.axway.com) owned by Axway (hereinafter the « Support Web Site »)
The Support Web Site allows each Axway customer who have subscribed to a maintenance agreement, which is currently valid, for one or several Axway software product (hereinafter “Customer”), to access, download or print through the Support Web Site a customized content including without limitation a database, FAQs, bug corrections, minor releases and major releases for different software product belonging to Axway and for which Axway and Customer have entered into a maintenance agreement (hereinafter the “Access to the Support Web Site”).
Moreover, the Customer asserts having the necessary knowledge in using Internet and its related tools.
The Access to the Support Web Site is an alternative provision of the maintenance services as specified in the ongoing maintenance agreement concluded with Axway related to on or several Axway software product, and described in the Support Level Schedules available on the Support Web Site (hereinafter the “Agreement”).
Axway undertakes to provide Customer with the Support Web Site content (hereinafter the “Support Web Site Content”) within the limit of the present General Conditions.
The Access to the Support Web Site implies that the Customer accepts to be bound by the present terms and conditions. By clicking on the “I Accept” button after having duly identify itself (see article « Access to Support Web Site”) the Customer asserts accepting all terms and conditions of the present Support Web Site General Conditions.
THE CUSTOMER IS INVITED TO PRINT THE SUPPORT WEB SITE GENERAL CONDITIONS IN ORDER TO RETAIN A COPY OF THEM AND TO THOROUGHLY READ THEM BEFORE ANY ACCEPTANCE.
The Customer acknowledges to be bound by the terms of the Agreement.
In case of conflict between the terms of the Support Web Site General Condition and those of the Agreement, the terms of the Agreement shall prevail.
The Customer expressly accepts that the present Support Web Site General Condition may be modified at any time by Axway without prior notice.
The Support Web Site General Conditions available on the Support Web Site prevail over their printed versions.
It is the Customer’s responsibility to remain informed of any modification made to the present Support Web Site General Conditions, at any time, at the following address https://support.axway.com.
It is specified that, provided any contradictory terms in the Agreement, neither Axway provides its Customers with internet access nor Axway hosts software solution for Customer’s account.
Axway allows the Access to the Support Web Site to every Customer, having a valid Agreement, in arrears with its related payments obligations. If the Customer is not in arrears with its payment obligation, Axway is entitled to suspend/withdraw the Access to the Support Web Site.
With the licence number or an access code, any Customer’s representative can create an account on the Support Web Site in order to have access to the Support Web Site Content.
However, in order for the Access to the Support Web Site be effective, the Customer, through any of its administrator, will have to validate the creation of an account for a specific representative.
Axway may refuse to grant access to any representative who will not be able to provide the necessary information for the validation of the online account, or for any other reason at its sole discretion.
The Customer undertakes to appoint one or more representative, in compliance with the Agreement.
The Customer manages the representatives’ profile, the frequent updating of the information related to its representative as well as for the accounts the Customer has deactivated. For management purpose, Axway is entitled to update and/or withdraw one or more representative account. Also, Axway retains the right to limit the number of Customer’s representatives.
The access codes (email address of the representative and its password), allowing the Access to the Support Web Site, are personal to the Customer’s representative.
The Customer’s representative is responsible for keeping and using its access codes.
The Customer undertakes to keep secret its access codes and not to disclose them in any form whatsoever.
Consequently, an account and its related access codes cannot be assigned by the Customer to any other representative, without Axway’s prior written consent.
Any connexion to the Support Web Site or any data transfer, completed via the use of any representative’s access codes, is assumed to be done by the Customer itself or one of its representative or any person the Customer’s is in charge of, and consequently under the Customer’s sole responsibility.
In case of theft or loss, and more generally any fraudulent use, of the access codes by a third person, the Customer undertakes to immediately notify it to Axway, via email. This notification must be confirmed by official letter sent by registered post.
In case of termination of the Agreement and/or the present Support Web Site General Condition, Axway will deactivate the access code of Customer’s representatives and the Customer will no longer have access to the Support Web Site.
In case the access codes remain valid, the Customer undertakes not to use them. It is specified that such unauthorized use will be qualified as a counterfeit, which is a criminal offence punished by law, notwithstanding any damages Axway may claim.
Axway recalls that taking into account the international aspect of the Internet, the Customer will have to comply with any applicable laws in the country where the Customer consults the Support Web Site Content and the country from where the Support Web Site Content is issued.
More especially, Axway draws Customer’s attention on the fact that it will have to comply with the applicable laws related to data transfer from France or from the Customer’s registered office.
The Customer is liable for running and operating the Support Web Site Content under its sole responsibility. The Customer undertakes, without limitation, to:
Axway recalls that the information available on the Support Web Site are confidential and that their communication to third parties is forbidden.
Consequently, the Customer undertakes to implement the necessary means to keep secret the above described information.
Confidential information does not include information that: (i) is or becomes a part of the public domain through no act or omission of the Customer; (ii) was in the Customer’s lawful possession prior to the disclosure and had not been obtained by the Customer either directly or indirectly from Axway; (iii) is lawfully disclosed to Customer by a third party without restriction on disclosure; (iv) is independently developed by the Customer without reference to the Axway’s confidential information; or (v) is required to be disclosed by any court of competent jurisdiction or by a governmental or regulatory authority or where there is a legal right, duty or requirement to disclose. In such event, Customer will (and without breaching any legal or regulatory requirement) where reasonably practicable give Axway prompt notice in writing of the requirement to disclose
The « Forums » section enables the Customer, via hypertext links, to subscribe to discussion groups in order to exchange point of views, experiences and any other information on Axway’s software product. These « Forums » have been created by Axway’s software product users and shall not be understood as a forum in any way whatsoever. The information exchanged do not necessarily reflect Axway’s position. The subscription to the « Forums » is independent from the Access to the Support Web Site. Consequently, the withdrawal of access to one is not related to the withdrawal of the access to the other.
Axway cannot be held liable for the content of the « Forums ». The Customer remains liable for the activation of the hypertext links.
Axway retains the sole control over the Support Web Site Content. The Customer cannot compel Axway to integrate, modify or withdraw any content available on the Support Web Site. Axway retains the right, at any time, for maintenance or updating purpose, to modify or delete information or even modify, temporarily or definitely suspend or interrupt, in whole or part, the Support Web Site without any right for the Customer to make a claim. The Customer acknowledges that the Access to the Support Web Site is only one of the alternative provision process of the maintenance services, among other, during the Agreement term.
Axway is the sole owner of all intellectual property rights related to the Support Web Site, or is the lawful licensee.
Axway grants to the Customer a non-exclusive, non transferable right to use the Support Web Site Content within the terms and conditions of the Agreement.
Any modification or extension of the rights granted is submitted to Axway prior written approval. In any case, the right of use will terminate when the maintenance services ends.
The Customer shall take all measures required to protect Axway’s intellectual property rights.
In the event any third party attempts challenge Axway’s intellectual property rights in any manner, the Customer must immediately notify Axway, contest the attachment and take all steps required to make the intellectual property rights in question known.
The Customer access to the Support Web Site and the Support Web Site Content under its sole responsibility
If Axway is found legally liable, for any reason whatsoever and whether in contract, tort (including negligence) or otherwise, Axway’s liability shall be limited the amounts invoiced under the Agreement during the year in which the incident or problem for which Axway is liable occurred.
Axway will not be liable for the following loss or damage however caused and even if foreseeable by Axway: loss of turnover, operating losses, loss of profits, any special, indirect or consequential loss and any third-party claim whatsoever lodged against the Customer.
In any case, the Customer is solely responsible for any damage caused by an incorrect operation or inadequate use the Support Web Site Content from itself or one of its representatives.
Axway does not guarantee that the Support Web Site Content available on the Support Web Site will be free from errors or mistake, nor that they can be corrected, or that the Support Web Site will work uninterrupted or free from failure, or that it is compatible with any specific material or configuration.
Axway cannot be held liable for any dysfunction related to third party software, or that they are incorporated in the Support Web Site or not.
In any case, the Customer guarantees using up-to-date anti-virus in order to detect, correct or delete the downloaded Support Web Site Content which may be contaminated. If the Customer is aware of any contamination of the Support Web Site Content, the Customer undertakes to notify it to Axway as soon as possible in order for Axway to delete or correct the said Support Web Site Content.
No advice or information, whether oral or in writing, given by Axway to the Customer, or during the operation of the Support Web Site are likely to be considered as additional guarantee which would be not provided for in the Agreement.
After the term of the maintenance services as provided for in the Agreement, and more generally when the Agreement is terminated, the Access to the Support Web Site as defined in the present Support Web Site General Conditions is terminated without notice or any other formalities.
Also, in case of breach by the Customer to any of its obligation under this Support Web Site General Conditions, Axway retains the right to suspend the Access to the Support Web Site with immediate effect and to terminate the Agreement in compliance with its terms.
These Support Web Site General Conditions may be terminated by either Party immediately upon written notice if the other Party is in material or continuing breach of any of its obligations under this Support Web Site General Conditions or the Agreement and fails to remedy that breach (if capable of remedy) within fifteen (15) days after receiving written notice of such breach.
If any of the provisions of this Support Web Site General Conditions, or any part thereof, is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of this Support Web Site General Conditions shall not be prejudiced, unless the substantive purpose of this Support Web Site General Conditions is thereby frustrated, in which case the Parties will negotiate an economically equivalent provision.
This Support Web Site General Conditions will be governed by and interpreted in accordance with the laws of the Agreement
SHOULD ANY DISPUTE ARISE, THE PARTIES WILL USE ALL REASONABLE EFFORTS TO ATTEMPT TO RESOLVE THE DISPUTE GOOD FAITH BY SENIOR LEVEL NEGOTIATIONS. IF THE DISPUTE IS NOT RESOLVED THROUGH NEGOTIATION, BOTH PARTIES AGREE THAT THE COURTS OF THE AGREEMENT WILL HAVE EXCLUSIVE JURISDICTION IN CONNECTION WITH THE RESOLUTION OF THE DISPUTE. THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THESE SUPPORT WEB SITE GENERAL CONDITIONS.