1.1 This portal is part of the (www.prometheanworld.com) (“Our Site”) and is operated by Promethean Limited (“we”, “us” or “our”). We are a limited company registered in England and Wales under company number 01308938 and with our registered office at Promethean House, Lower Philips Road, Blackburn, Lancashire, BB1 5TH, United Kingdom. Our VAT number is 572259918.
1.2 This document sets out the terms and conditions on which you may access and/use Our Site and publish or download products or resources to or from Our Site whilst you are a company which is authorised by Promethean to act as a reseller, distributor or business partner (“Promethean Partner”). These terms and conditions, together with the Acceptable Use Policy and the Privacy Policy referred to in them, form a legally binding agreement between you and us. Please read them carefully before you start to use Our Site. By using Our Site you indicate that you accept these terms and conditions and you agree to be bound by them. If you do not agree to these terms and conditions please do not use Our Site. "You" or “Your” is defined as an individual user of the Site. Where applicable, “You” or “Your” is also defined as the entity, whether private or public, for whom the individual user is employed or contracted if such use is accessing and using the Site on behalf of such entity.
1.3 These terms may be updated by Promethean from time to time without notice to you. It is your responsibility to check these Terms periodically for changes.
You acknowledge you have read, and agree to be bound by these Terms and to comply with all applicable laws and regulations. You further agree to comply with all local laws, regulations and rules regarding online conduct and acceptable content. You represent that you have the legal authority to accept these Terms of Use on behalf of yourself or any party you represent. If you do not agree to these terms, please do not use the Site.
We process personal data in accordance with our Privacy Policy. By using Our Site, you consent to such processing and you warrant that all information provided by you is accurate and up to date. You should promptly notify us if any such information requires updating or amending.
When using Our Site, you must comply with the provisions of our Acceptable Use Policy.
5.1 All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, documentation and materials (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to Promethean.
5.2 You are hereby granted permission to access the Content from the Site in whole or in part, solely for your use as a Partner and not so for other commercial exploitation. This permission terminates immediately if you breach any of the web site Terms of Use or the company which you represent ceases to be a Promethean Partner. If pursuant to an authorisation from Promethean, you download software from the Site, the software, including all code, files, images, contained in or generated by the software, and accompanying data, are deemed to be licensed to you by Promethean. Neither title nor intellectual property rights are transferred to you. Promethean does not grant you any permission to use the Content other than the permission expressly stated in these Terms of Use.
5.3 All other use of Content from the Site, including, but not limited to uploading, downloading, modification, publication, transmission, participation in the transfer or sale of, copying, reproduction, republishing, creation of derivative works from, distribution, performance, display, incorporation into another web site, reproducing the Site (whether by linking, framing or any other method), or in any other way exploiting any of the Content, in whole or in part, or downloading or using software for uses other than those expressly permitted may not be made without Promethean' prior express written consent.
We are the owner or licensee of all intellectual property rights in our Site. All such rights are reserved. Unless otherwise expressly stated nothing in these terms and conditions gives you a right to use any of our trademarks, trade names, service marks, logos domain names and other brand features.
7.1 By your use of this Site you acknowledge that the Promethean supplied images, pictures, multimedia, Product sheets, Specification sheets, presentations, flipcharts, backgrounds, themes or any others materials that form all or part of the Promethean Media Library (each referred to as an "Item") are subject to the following conditions:
7.1.1 You may access, copy, distribute, publish, and otherwise use unmodified Items subject to the condition that you maintain a reference to the original author and/or the Promethean logo or trademark to the extent that same was contained on the Item, and further subject to the rest of these conditions;
7.1.2 You are not permitted to modify, adapt, reverse engineer, or otherwise alter Items that are images;
7.1.3 You are not permitted to use the Items in whole or in part for resale or any commercial purpose, whether or not incorporated into another product or offering, and whether the original Promethean Media Library Item or a derivative thereof.
Although Promethean makes every effort to protect personal data that you submit to Promethean through the Site, Promethean does not guarantee the security of any information transmitted to or from the Site. You understand and agree to assume the security risk for any information you provide using the Site.
Certain features or services offered on or through the Promethean Partner Portal may require you to open an account. You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify Promethean immediately of any unauthorised use of your account or password, or any other breach of security. However, you may be held liable for losses incurred by Promethean or any other user of or visitor to the Partner Portal due to someone else using your Partner Portal password or account.
You may not use anyone else’s Partner Portal password or account at any time without the express permission and consent of the holder of that Partner Portal password or account.
10.1 Forums on the Promethean Partner Portal are moderated and messages are screened for inappropriate content. Please be advised that Forums content is the sole responsibility of the person supplying the content, and Promethean assumes no responsibility to control such content. Opinions expressed on Promethean message boards and in any corresponding comments are the personal opinions of the original authors, and not necessarily that of Promethean. All messages posted or submitted to a message board shall be treated as Non-confidential Information.
10.2 As a condition of your participation in any forums or message boards that appear on the Promethean Partner Portal, you agree not to:
10.2.1 Upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
10.2.2 Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
10.2.3 Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Web Site Activity;
10.2.4 Upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
10.2.5 Upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
10.2.6 Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
10.2.7 Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
10.2.8 Interfere with or disrupt the service or servers or networks connected to the service, or disobey any requirements, procedures, policies or regulations of networks connected to the service.
10.2.9"Stalk" or otherwise harass another person or entity; or collect or store personal data about other users. You agree that violation of any of the foregoing will result in your immediate disqualification from participant in the Web Site Activity, and may result in additional legal actions being taken by Promethean.
If you choose to participate in a promotion outlined on the Promethean Partner Portal or other Promethean-sponsored activity, you agree to comply with any terms and conditions governing such promotion.
This Site may provide links to other third-party World Wide Web sites or resources. Promethean makes no representations whatsoever about any other web site which you may access through this Site. Because Promethean has no control over such sites and resources, you acknowledge and agree that Promethean is not responsible for the availability of such external sites or resources and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature. References on this Site to any names, marks, products or services of any third parties or hypertext links to third party sites or information are provided solely as a convenience to you, and do not constitute or imply an endorsement, sponsorship or recommendation of, or affiliation with the third party or its products and services. You agree that Promethean shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, products or services available on or through any such site or resource.
Notices to you may be made via either email or regular mail. Promethean may also provide notices of changes to the Terms of Use or other matters by displaying notices or links to notices to you generally on the Site.
Promethean does not warrant or make any representations regarding the availability, use, timeliness, security, validity, accuracy, or reliability of, or the results of the use of, or otherwise respecting the Content of the site or any other web sites linked to or from the site. Any material downloaded or otherwise obtained through the use of the site is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material, or the use of this site.
15.1 Our Site and the services available through it is and are provided on an "as is" and "as available" basis (save to the extent that additional or alternative terms apply to relevant parts of our Site or the services). To the fullest extent permitted by applicable law, we expressly disclaims all warranties, representations, conditions and other terms of any kind, whether express or implied, including, but not limited to any implied warranties, representations, conditions or other terms of merchantability, satisfactory quality, fitness for a particular purpose, and any term as to the provision of services to a standard of reasonable care and skill or as to non-infringement of any intellectual property right.
15.2 We make no warranty or representation that (i) the service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material obtained by you through the service will meet your expectations, and (v) any errors in the software will be corrected.
15.3 You acknowledge and accept that any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
15.4 Subject to the clauses 15.5 and 15.8, we will not be liable for: (a) loss of profits; (b) loss of goodwill; (c) loss of data; or (d) any indirect, incidental, special, consequential or exemplary loss or damage, arising out of or in relation to these terms and conditions or your use (or inability to use) Our Site whether caused by tort (including negligence), breach of contract or otherwise (even if we have been advised of the possibility of such loss or damage).
15.5 Nothing in these terms and conditions shall limit or exclude our liability: (a) for death or personal injury caused by our negligence; (b) under section 2(3) of the Consumer Protection Act 1987; (c) for fraud or fraudulent misrepresentation; or (d) for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
15.6 Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities. Accordingly, some of the above limitations set out above may not apply to you.
15.7 In particular, where you are using Our Site as a consumer, nothing in these terms and conditions shall affect your statutory rights
15.8 Nothing in these terms and conditions shall limit or exclude our liability for death or personal injury caused by our negligence or for any fraud or fraudulent misrepresentation.
Promethean may modify, suspend, withdraw or discontinue, temporarily or permanently, the Content, in whole or in part, at any time without notice. You agree that Promethean shall not be liable to you or to any third party for any modification, suspension, withdrawal or discontinuance of the Content.
You agree that Promethean, in its sole discretion, may terminate or restrict your use or access to this Site (or any part thereof) for any reason, including, without limitation, that Promethean believes you have violated or acted inconsistently with the letter or spirit of these Terms of Service, or the terms, conditions, or rules of a sweepstakes, contest, or other promotion contained within the Site. Your password and right to use the Site will terminate with immediate effect on your ceasing to be a Promethean Partner.
If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
WAIVER19.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
19.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
19.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with paragraph 15 above.
20.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
20.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
20.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
VARIATION21.1 We have the right to revise and amend these terms and conditions from time to time.
21.2 You will be subject to the policies and terms and conditions in force at the time that you register with Our Site, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority or if we notify you of the change to those policies or these terms and conditions.
These terms and conditions are governed by the laws of England and Wales. Any disputes or differences arising out of these terms and conditions shall be subject to the exclusive jurisdiction of the English Courts.
Please report any violations of these Terms of Use to Promethean by emailing ActivPartner@PrometheanWorld.com.
Partner Portal Terms and Conditions 09/11 V1 UK ©2011 Promethean Ltd