Terms of Use – Download portal

Section 1 Scope

(1)      The following terms exclusively apply in respect of the application, storage and use of all product data provided via the 'FLEX download portal for partners' at [www.flex-tools.com/____] (product data, catalogue data, product features, product descriptions, datasheets, product images, advertising images, advertising statements, trademarks, logos, etc.).

(2)      Any alternative or conflicting conditions will not be recognised by us unless expressly agreed to in writing on our part. These terms also apply where access to product data provided through our download portal for partners is permitted or authorised by us in the knowledge of alternative or conflicting conditions.

(3)      These terms apply exclusively for FLEX partners who have duly registered on the FLEX download portal for partners by providing complete and true information and whose access has been approved by FLEX ("Users"). Third parties who access the FLEX download portal for partners without proper registration and/or approval by FLEX and make use of the product data provided therein shall not obtain any right of use, license or any other rights in accordance with the following terms.

Section 2 Provision and granting of rights

(1)      FLEX provides users with up-to-date, downloadable product data via the FLEX download portal for partners.

(2)      Product data is provided at the complete discretion of FLEX; the user has no entitlement to the provision of any specific product data or specific type of product data (e.g. text, image, video).

(3)      Through the provision of product data by FLEX, the user of the FLEX download portal for partners is granted a basic, spatially unlimited, non-exclusive and permanently revocable right to use the product data in its respective form.

(4)      By way of confirmation of this statement of use, the user confirms their acceptance of FLEX as the sole and exclusive owner and/or licence holder of all product data provided via the FLEX download portal for partners and that all rights or claims to the product data furnished therein are held by FLEX; accordingly, through the application, storage or use of such, the user of the respective product data shall not obtain any right other than the aforestated right of use.

Section 3 Scope of right of use

(1)      The product data right of use entitles the user to download and use the product data solely to the extent necessary within the scope of its normal business operations, which specifically include use of the product data for the purposes of preparation and implementation of advertising and marketing initiatives as well as for the development of new and transaction of existing business. Any further use of the product data by the user is precluded.

(2)      The product data right of use solely encompasses application for the purposes of promoting FLEX products and for the preparation and implementation of advertising and marketing measures relating to such products. The product data may not be used to acquire other manufacturers' products, regardless of whether power tools or other products. Specifically, the product data may not be used for product comparisons with other manufacturers' products.

(3)      The product data may not be used in any manner that detrimentally presents the FLEX brand profile, FLEX brand name or FLEX products.

(4)      The right of use pertaining to product data may be restricted or withdrawn by FLEX at any time at its own discretion. 

Section 4 Editing product data

(1)      Editing of product data is not permitted where such modification results in a change, alienation or falsification of logos or trademarks, image or text statements, product features or the identity of products. Moreover, no editing of product data that results in detrimental presentation, alienation or which negatively impacts on the FLEX brand profile, FLEX brand name or FLEX products is permitted.

(2)      The user shall not acquire any personal rights pertaining to the provided product data through the editing, modification or processing of such. The user hereby transfers to FLEX any rights afforded to it by such action; whereupon FLEX hereby duly accepts the respective transfer. The user agrees to conclude a commensurate provision with any third parties tasked by the user with the application, editing or processing of product data.

(3)      The user may commission advertising agencies, printing companies or similar third parties with regard to the application, editing or processing of product data and may forward the product data to such parties to enable commensurate order fulfilment. The user is not permitted to grant such third parties any further right of use regarding the product data 

Section 5 Forwarding of product data

(1)      The user's right to use product data also includes the right to grant third parties a basic, nonexclusive and permanently revocable right to use the product data for the purposes of preparation and implementation of advertising and marketing initiatives as well as for the development of new and transaction of existing business, and to forward the product data to such third parties provided the user has ensured through contractual agreement with the third party in question that

 

-         the respective third party uses or is permitted to use the FLEX product data solely to the extent as stipulated in these terms of use;

-         he respective third party is not afforded any personal right to transfer or grant rights of use;

-         the third-party right of use may be revoked at any time by the user or by FLEX.      

In agreement with FLEX, third parties who meet the above requirements may be granted their own access to the FLEX download portal.

 (2)     In the absence of the above-stated requirements, the granting of a right of use and forwarding of product data to third parties is not permissible. In every case, upon first request the user shall notify FLEX of the details of third parties to whom the user has granted a right of use.

(3)      The user is responsible to FLEX for ensuring that third parties do not infringe the provisions of these terms of business

(4)      FLEX may withdraw the agreement to forward product data or grant a third-party right of use regarding the product data at any time. In any such case, the user is obliged to similarly revoke with immediate effect any and all rights of use granted to third parties and require the return or destruction by the third party in question of the product data provided to it.

(5)      In respect of third parties and their commensurate right to use product data, the user's right of use and the provision of product data by FLEX via the FLEX download portal for partners shall not give rise to any contract for the benefit of third parties that establishes a basis for personal claims by third parties against FLEX.

Section 6 Withdrawal oft he right of use

(1)      FLEX may withdraw or restrict at any time and at its own discretion the right of use granted to the user.

(2)      In the event of withdrawal of the user's right of use, the user will be required to promptly revoke any rights of use afforded to third parties and terminate all agreements concluded with third parties that grant a right to use FLEX product data, with commensurate evidence of such to be provided to FLEX at the first request.

(3)      With respect to the user or any third parties granted a right to product data by the user, FLEX confirms its willingness to grant an appropriate individual discretionary period for the sale of residual stock of FLEX products held by the user or third parties or to use up any respective print material, during which time the user or third party in question may continue to use the product data.

(4)      Following commensurate withdrawal by FLEX, the user is to promptly return product data provided for its use in the form in which the product data was originally received. Product data stored in electronic form, including edited or amended product data, is to be permanently erased by the user upon termination of this contract or upon expiry of the period granted in accordance with paragraph (3) above. The user is responsible for ensuring that any third party to which it has granted a product data right of use or commissioned for the application, editing or processing of product data, returns all product data to the user following a withdrawal of the latter's own right of use and permanently erases the product data if stored in electronic form. 

Section 7 Liability

(1)      FLEX is entitled to dispose of the product data provided and, specifically, to grant a right of use regarding the respective product data. Liability on the part of FLEX shall exist solely to the extent of wrongful intention, gross negligence or in the event of infringement of essential contract obligations. In such cases, FLEX will be liable in accordance with the pertinent statutory provisions.

(2)      Any further liability on the part of FLEX is precluded. Specifically, FLEX is not responsible for the technical suitability or commercial usability of product data, freedom from other legal and material deficiencies, or for the completeness of the product data.

(3)      Liability for culpable injury to life, body or health as well as liability in accordance with the German Product Liability Act (Produkthaftungsgesetz) shall remain without prejudice from these provisions.

Section 8 Applicable law, legal venue, severability clause

(1)      German law exclusively applies in respect of all legal relations between FLEX and the customer to the exclusion of rules on the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2)      Legal venue is Steinheim, Germany; whereby FLEX is at liberty to effect recourse to the court with authority for the customer's domicile.

(3)      Should any provision of these General Terms of Use or any provision within the scope of other agreements between FLEX and the customer be or become inoperative or unenforceable, the validity of all other provisions or agreements shall remain without prejudice therefrom.

 

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