GENERAL TERMS AND CONDITIONS OF ACCESS TO AND USE OF AVIO AERO DATA EXCHANGE PORTAL

Transcription

1 GENERAL TERMS AND CONDITIONS OF ACCESS TO AND USE OF AVIO AERO DATA EXCHANGE PORTAL By accepting the following General Terms and Conditions (selection of the To login read and accept the policy that applies to you Checkbox e and clicking the Login button, as a duly empowered representative of the Company, the Company agrees to be bound by these General Terms and Conditions of Access and Use of Avio Aero Data Exchange Portal (hereinafter General Terms ). The Company has to accept this General Terms to have access to Avio Aero Data Exchange Portal. Any access and use of Avio Aero Data Exchange Portal by the Company is subject to the prior acceptance of this General Terms, such electronic acceptance being a formal binding acceptance of this General Terms by the Company. By not accepting this General Terms the Company will not be granted access Avio Aero Data Exchange Portal. Avio Aero reserves the right to modify or suspend any of these General Terms and Conditions at any time and in its sole discretion. The Company will be informed about such modifications and the current version of this General Terms will be made available to the Company via the Avio Aero Data Exchange Portal login page. The modified General Terms will be effective upon its acceptance by clicking Login as a duly empowered representative of the Company. Every Company User has to accept the General Terms as amended, to continue to have access to Avio Aero Data Exchange Portal.

2 ARTICLE 1. DEFINITIONS Contracts Data Databases Avio Aero Affiliates Avio Aero Data Avio Aero Data Exchange Portal Data Controller Data Processor Means any and all present and future contracts, agreements or letters, the terms of which imply a commitment of the Company and/or Avio Aero Data Exchange Portal other than related to the present General Terms, namely but without limitation: confidentiality agreement, exchanges in the course of a call for tender, contracts for the supply of services, procurement/sale agreement, co-operation agreements, research contracts, maintenance contracts. Means collectively the Avio Aero Data and the Company Data. Means any and all collections of independent works, data or other materials arranged in a systematic or methodical way and individually accessible by electronic or other means by the Company through any of the Avio Aero Data Exchange Portal. Means GE Avio S.r.l., a limited liability company with a sole quotaholder, incorporated under the laws of Italy, registered office in Rivalta di Torino (TO), Via I Maggio no. 99, paid-in capital ,00 fully paid, registration number on the Torino company register, tax code number and VAT number , REA of Torino no , management and coordination: General Electric Company. means any company which: (i) from time to time forms part of the group of companies whose ultimate parent is General Electric Company and which (ii) is controlled by or under common control with Avio Aero (where control means direct or indirect ownership of at least 50% of the voting stock or interest in a company or control of the composition of the board of directors). Means any and all data, information and material made accessible and available by Avio Aero to the Company through any of the Avio Aero Data exchange Portal. Means Avio Aero proprietary System, to which access is not public, but protected by network and user access controls, where Avio Aero may grant access to the Company to all or parts of such System. Whenever processing operations are carried out by a legal person, a public administrative agency or any other body, association or organisation, the data controller shall be either the entity as a whole or the department or peripheral unit having fully autonomous decision-making powers in respect of purposes and mechanisms of said processing operations as also related to security matters. 1. The data processor may be designated by the data controller on an optional basis. 2. Where designated, the data processor shall be selected among entities that can appropriately ensure, on account of their experience, capabilities and reliability, thorough compliance with the provisions in force applying to processing as also related to security matters. 3. If necessary on account of organizational requirements, several entities may be designated as data processors also by subdividing the relevant tasks. 4. The tasks committed to the data processor shall be detailed in writing by the data controller. 5. The data processor shall abide by the instructions given by the data controller in carrying out the processing. The data controller shall supervise over thorough compliance with both said instructions and the provisions referred to in paragraph 2, also by means of regular controls

3 Force Majeure Event User-ID Company Company Data Company User Party or Parties System Means any event includes causes which are at one and the same time compelling, unpredictable, unavoidable, beyond the affected Party control and not due to its fault or negligence. Means confidential and personal username identifying uniquely a Company User and which formally identify each Company User accessing and using Avio Aero Data Exchange Portal. Means the Company entering into these THIS GENERAL TERMS as identified on the execution page of this document. Means any and all data, information and other material made accessible and available by the Company to Avio Aero through the Avio Aero Data Exchange Portal. Means Company s employee(s) appointed by the Company, entitled to represent the Company for use of Avio Aero Data Exchange Portal Means individually or collectively Avio Aero and/or the Company Means the technical means and facilities for storage, processing and transmitting of data (including but not limited to servers, workstations, networks, databases, computer programs, and web portals) set up by Avio Aero and enabling Avio Aero to provide the services on Avio Aero Data Exchange Portal. ARTICLE 2. PURPOSE AND CONTRACTUAL DOCUMENTS 2.1 The purpose of this General Terms is to define the terms and conditions under which Avio Aero authorizes the Company to access and use Avio Aero Data Exchange Portal. 2.2 Avio Aero Data Exchange Portal may be used by the Company for the purpose of exchanging information with Avio Aero and specifically for the performance of the Contracts. The General Terms shall not be construed as interfering with the terms and conditions of any such Contracts. The terms and conditions of the Contracts shall in any case prevail over the terms of this General Terms. 2.3 The Company and Avio Aero shall not exchange Data through Avio Aero Data Exchange Portal that are not necessary for professional or business purposes as mentioned in Article 2.2. Activities directly or indirectly related to spamming are prohibited on Avio Aero Data Exchange Portal. 2.4 The Company shall be liable for the compliance of its Company Users with all provisions of the General Terms. 2.5 The General Terms between Avio Aero and the Company is entered into for the sole purpose of the use of Avio Aero Data Exchange Portal and shall in no event be construed as a change to the contracts entered into by the Parties. ARTICLE 3. EXTENT OF ACCESS TO AND USE OF AVIO AERO EXCHANGE PORTAL 3.1 Avio Aero grants to the Company, a worldwide, personal, non-exclusive and non- transferable right to access and use Avio Aero Data Exchange Portal, pursuant to the terms and conditions of and for the duration of the General Terms. The Company shall not fully or partially assign, sublicense nor subcontract any of its rights and/or obligations under the General Terms, without the express prior written authorization of Avio Aero. 3.2 No right other than that provided in Article 3.1 above is granted by Avio Aero to the Company under these GENERAL TERMS, and the Company shall not, directly or indirectly, without limitation, extract, reproduce, represent, adapt, modify and/or translate, all or part of Avio Aero Data Exchange Portal, the System and/or the Databases, nor create any derivative work there from, nor use any and/or all of the

4 aforesaid elements for any purposes other than those agreed upon between the Parties. 3.3 Avio Aero Data Exchange Portal, the System, the Databases and the Avio Aero Data shall remain the sole ownership of Avio Aero. 3.4 The totality of the Avio Aero Data Exchange Portal is protected by Italian and international legislation and international treaties on copyrights, author and intellectual property rights. Any copyrights and other rights regarding, but not limited to, intellectual and industrial property, copyrights, patents, trademarks, commercial secrets, know-how, concepts and inventions, any interest, covered or not by the applicable law, concerning the said rights as well as any copies, modifications, improvements, corrections, updates or new versions, are reserved at all times and belong to Avio Aero, subject to any third parties rights. All copyrighted and copyrightable materials on Avio Aero Data Exchange Portal, including, without limitation, the design, the logo, text, graphics, pictures, videos, brochures, sound files and other files, as well as the selection and arrangement thereof are copyrighted, all rights reserved by Avio Aero and/or third-party licensors. Except otherwise expressly provided, access to and use of Avio Aero Data Exchange Portal shall not be construed as assigning nor granting any license in respect of any kind of these rights. ARTICLE 4. COMPANY USERS 4.1 The Company shall be solely responsible for the enforcement of the General Terms by its employees. The access to this system is possible to authorized users only. User must login to the system inserting her/his own credentials defined in the registration phase. To be authorized the user must be invited by an AvioAero Sponsor. Once the user has receive the with the invitation, the User can access the system in order to register her/himself as username (or Identification Code in the following articles) and define her/his own password. Username and password are strictly for personal use and must not be disclosed, transferred or transmitted to anyone. 4.2 The Company Users will act in the name and responsibility of the Company and the Company undertakes to give his Company User(s) enough legal capacity to bind the Company in the execution and performance of any contractual document related to the access, use, or operation of Avio Aero Data Exchange Portal. 4.3 Each Company User will use her/his own official Company address as User-ID. 4.4 Each and every access, use and operation of Avio Aero Data Exchange Portal with an Identification Code shall be deemed to have been made by the corresponding Company User. 4.5 The Company shall ensure that: (I) (II) (III) (IV) (V) each Identification Code is used by the corresponding Company User only and is personal to such Company User; each personal Identification Code shall not be used by any person other than the corresponding Company User; each Company User accesses and uses Avio Aero Data Exchange Portal in accordance with the specific rights he/she has been granted under the General Terms; no third party can access the User-ID or Avio Aero Data exchange Portal. Identification code shall be deactivated by the Company as soon as possible on which, the professional and contractual need for a Company User to access Avio Aero Exchange Portal no longer exists. Avio Aero can also deactivate a Company User account in case of inappropriate use of the Avio Aero Data exchange Portal. 4.8 Should the Company become aware of any potential risk that Identification Code(s) could be or could

5 have been disclosed to anyone other than the corresponding Company User, then the Company User(s) shall, without any delay, prevent access to Avio Aero Data exchange Portal and in respect of such Identification Code(s) notify Avio Aero of such potential risk of the Identification Code(s), notwithstanding Avio Aero s rights to cancel such access. 4.9 The Company shall notify Avio Aero without any delay of any change in Company User information, i.e. (i) any modification in the professional standing of the Company User(s), including without limitation leave or resignation from the Company, (ii) the termination/expiration of any or all of the Contracts Should any of the Company Users not comply with any provision of the General Terms and/or any applicable laws and regulations, or should Avio Aero fear that his/her access may possibly result in a breach of the General Terms, including but not limited to confidentiality and/or security provisions and/or result in an illegal situation, Avio Aero shall be entitled, at any time, without prejudice to its other rights and without prior notice, to restrict or suspend access to all or part of Avio Aero Data exchange Portal by any or all such Company User(s). ARTICLE 5. ACCESS REQUIREMENTS 5.1 The Company shall, at its own costs and under its sole responsibility and liability, procure, install and maintain the information technology equipment necessary to access and to use Avio Aero Data exchange Portal. The Company shall use all care and means available in the state of the art necessary to prevent intrusion of any third party and/or malicious codes into the System Avio Aero Data exchange Portal. 5.2 The Company and its Company Users shall not attempt to circumvent, modify or disable any security mechanisms on the Avio Aero Data exchange Portal. The Company and its Company Users shall not attempt to access any parts of the Avio Aero Data exchange Portal that have not been authorized by Avio Aero for Contracts execution. 5.3 The Company shall be responsible for obtaining and maintaining any and all relevant authorizations and/or accomplishing any and all relevant formalities necessary to have access to and benefit from Avio Aero Data exchange Portal as well as for performing its own obligations under the General Terms and/or any applicable laws and regulations. 5.4 Avio Aero shall be entitled at any time, without limitation for security purposes, to modify the Company User User-ID. Any modification of such User-ID shall be notified by Avio Aero to the other Party. ARTICLE 6. CHARACTERISTICS AND AVAILABILITY OF AVIO AERO DATA EXCHANGE PORTAL 6.1 In case the asses to or use of Avio Aero Data exchange Portal be disturbed, Avio aero shall make its reasonable efforts to restore the access to or use of Avio Aero Data exchange Portal. 6.2 In this respect and without limitation, Avio Aero shall be entitled, at any time and without notification, to suspend, temporarily or permanently, access to all or part of Avio Aero Data Exchange Portal: (i) (ii) (iii) in order to proceed with any maintenance of the Avio Aero Data Exchange Portal, the Databases and/or the Data; for security reasons; in order to comply with any regulatory constraints and/or court injunction or decision. 6.3 Should Avio Aero foresee that the unavailability of Avio Aero Data Exchange Portal, in whole or in part, will exceed twenty-four (24) consecutive hours, Avio Aero shall make reasonable efforts to inform as promptly as possible the Company, by whatever means, of such unavailability. 6.4 Without prejudice to any other provision of the General Terms, should the Company be unable for any reason to access Avio Aero Data Exchange Portal for more than twenty four (24) consecutive hours

6 and/or for a period incompatible with the performance schedule of a Contract requiring the use of Avio Aero Data Exchange Portal, the Company shall inform Avio Aero and the Parties shall determine together alternative solutions, related but not limited to the exchange of data. ARTICLE 7. CONFIDENTIALITY 7.1 Unless otherwise agreed upon in the General Terms and/or the Contracts, and unless the same information may be accessed in the freely accessible public area of the Avio Aero Data Exchange Portal, all information made available by the Company and Avio Aero to each other through Avio Aero Data Exchange Portal shall be deemed confidential information and shall not be disclosed by the receiving party to any third party and shall not be used for any purpose other than those agreed upon by the Company and Avio Aero, even for the receiving party s internal needs. 7.2 The Company hereby authorizes Avio Aero to disclose such information within its Affiliates, provided Avio Aero and Affiliates exchanging such information, have entered with each other into a confidentiality General Terms. ARTICLE 8. EXCHANGE OF DATA 8.1 The Company shall have the right to access to and use the Avio Aero Data, and Avio Aero & Affiliates shall have the right to access to and use the Company Data, solely to the extent defined in the General Terms and/or the Contracts. 8.2 Except as otherwise agreed in the General Terms and/or the Contracts, the Company and Avio Aero may, during the term of the General Terms, for internal use only, adapt, translate, make hard copies and/or numeric reproductions of the Data received from the disclosing party, for the sole purpose of the General Terms and of, as the case may be, the performance of the Contract(s) or the collaboration of the Company and Avio Aero. The Data received from the disclosing party, their hard copies and numeric reproductions, may be processed by and circulated worldwide only to the employees of the receiving party having a need to know of the same for the purpose of the General Terms and of, as the case may be, the performance of the Contract(s) or the collaboration of the Company and Avio Aero. 8.3 The Company and Avio Aero shall ensure that all proprietary rights and confidentiality statements on any original document are replicated on any reproduction made thereof. Any translation and/or adaptation shall expressly state that it is a derivative from the original document. The Company and Avio Aero shall not remove and/or alter any statement regarding proprietary rights and confidentiality. 8.5 The Company shall take care and use all means available including state of the art technology at any time of the General Terms in order to prevent the Company Data from creating permanent or temporary disturbance of the operation and/or the use of the Avio Aero Data Exchange Portal and/or the Database. 8.6 The Company shall immediately notify Avio Aero of the occurrence or possible occurrence of any of the events referred to in Article 8.5 above. Should Avio Aero be aware of any of such aforesaid events, it shall be entitled, without notice and without prejudice to its other rights, to delete the implicated Company Data from the Avio Aero Data Exchange Portal. 8.7 The Company agrees not to: (i) interfere with or attempt to interfere with the proper working of Avio Aero Data Exchange Portal; (ii) post or transmit to Avio Aero Data Exchange Portal any unlawful, fraudulent, harassing, libelous, or obscene data; (iii) post or send to the Avio Aero Data Exchange Portal anything that contains a virus, bug, cancelbot, worm, Trojan Horse or other harmful item; (iv) publish, perform, distribute, prepare derivative works, copy, or reverse engineer Avio Aero Data Exchange Portal; or (v) take any action which imposes an unreasonable or disproportionately large load on Avio Aero Data Exchange Portal. 8.8 The Company shall not use Avio Aero Data Exchange Portal for any intangible transfer of "classified information" (e.g.: Riservato, Riservatissimo, Segreto, Segretissimo, NATO Restricted, NATO Confidential, NATO Secret, EU Restricted, EU Confidential, EU Secret). The Company is solely responsible and liable for the compliance of the Company s Data with any legal requirements relating to such data e.g. export control

7 laws and regulations. ARTICLE 9. TREATMENT OF PERSONAL INFORMATION - INFORMATION ABOUT THE ARTICLE 13, ITALIAN LEGISLATIVE DECREE NO. 196/ Data collection. The data being processed is collected directly from the person to which they refer. The missing data does not allow the execution of accreditation to the web site for the exchange of data. 9.2 Processed Data. a) identification (i.e. name, nationality or presence of multiple citizenship, etc.); 9.3 Purpose of the treatment. The data will only be used for the management of accreditation to the Avio Aero Data Exchange Portal. 9.4 Processing procedures and security measures. In relation to the aforementioned purposes, personal data processing may take place with papers, computer and data and will include - in compliance with the conditions and limits set by art. 11, D.Lgs.196/ all transactions or series of transactions necessary for the processing in question, ensuring absolute confidentiality, relevant and not excessive compared to the purposes described above. The processing of personal data will be carried out in compliance with the security measures established by D.Lgs.196 / 2003 and its Annex B. 9.5 Officers and Trustees. The data may be processed by the following natural or legal persons as being responsible / trustee of personal data processing: Executive Board; Officers / Trustees and / or business Companys; Resources designated by the Information Technology function for the management and maintenance of information systems; System Administrators; 9.6 Communication and data update. The data must be corrected and updated; therefore, it is necessary that any change is communicated to the data controller. After termination of this General Terms, data will be kept only for the time necessary to ensure the fulfillment of legal obligations. 9.7 Communication scope. For the purposes of article 9.3, personal data relating to the Company User may be disclosed to the following natural or legal persons: GE Avio S.r.l. Affiliates in accordance with art Italian Civil Code, and their employees or consultants. 9.8 Data Controller and Data Processor. GE Avio S.r.l. is the Data Controller. The data processing responsible entitled to respond to the person in accordance with Articles 7 and 10 Italian Legislative Decree 196/2003 regarding the processing employee data is the responsible for The Industrial Relations, domiciled for the office GE Avio S.r.l., in Via I Maggio, 99 to Rivalta di Torino (TO) - Italy Personal Rights. Applicants may apply to the Head of the above-mentioned treatment to exercise their rights under article 7 of Italian Legislative Decree 196/2003. ARTICLE 10. WARRANTY AND LIABILITY 10.1 To the extent permitted by Italian law, the Company acknowledges that Avio Aero Data Exchange Portal, including any and all of their supporting elements and contents, i.e. without limitation the System, the Databases and, unless otherwise stated in the Contracts, Avio Aero Data, are provided "as is" and "as available" To the extent permitted by Italian law, Avio Aero neither warrants nor represents, without limitation, that (i) the Avio Aero Data Exchange Portal, will meet the Company s requirements and expectations, nor will be uninterrupted, timely, secure or error-free, (ii) the results that may be displayed through the Avio Aero Data Exchange Portal, the Data, Databases and/or any material obtained through the Avio Aero Data

8 Exchange Portal will be accurate, reliable or error free Access to and use of Avio Aero Data Exchange Portal are therefore performed at the Company s sole risk and the Company shall be solely responsible and Avio Aero shall not be liable for damages, on whatever grounds, including third parties rights infringement, arising out or in connection with access, use, computer intrusion, security failure, or unavailability of the Avio Aero Data Exchange Portal and/or the materials contained therein or accessed there through. In no event, shall Avio Aero, their successive successors and assignees be liable for any damage, whether direct or indirect, such as but without limitation loss of data or of programs, loss of use, financial loss, any deterioration or infection by malicious codes of the Company s information technology equipment (including but not limited to software, hardware, connections and/or any system or network) Should any provision of the General Terms become prohibited or unlawful or unenforceable under any applicable law actually applied by any court of competent jurisdiction, such provision shall, to the extent required by such law, be severed from the General Terms and rendered ineffective insofar as possible without modifying the remaining provisions. Where, however, the provisions of any such applicable law may be waived, the Parties hereby agree that they shall waive such provisions to the fullest extent permitted by such law, with the result that the provisions of the General Terms shall be valid, binding and enforceable. The Parties agree to replace, as far as practicable, any provision which is prohibited, unlawful or unenforceable with another provision having substantially the same effect (in its legal and commercial content) as the replaced provision, but which is not prohibited, unlawful or unenforceable. The invalidity in whole or in part of any provision(s) of the General Terms shall not void or affect the validity of any other provision. ARTICLE 11. MISCELLLANEOUS 11.1 The Company shall give promptly access to all information, databases, information systems which might be useful or which are requested by Avio Aero or any third party designated by Avio Aero, to audit the conditions under which the Company accesses and/or uses any or all Avio Aero Data Exchange Portal Avio Aero is entitled to assign all or part of its rights and/or obligations under the General Terms to any legal entity controlled by or under the same control of Avio Aero Avio Aero is entitled to subcontract any of its obligations under the General Terms This General Terms shall not be modified unilaterally except through a written amendment signed by the duly authorized representatives of both Parties This General Terms has been drawn up in English and only this language version shall be authentic. Any translation of this General Terms into a language other than English shall be for information purposes only Failure or delay at any time of Avio Aero to enforce any provision of this General Terms or any part thereof shall not constitute a waiver of such provision or affect the validity of the General Terms or any part thereof, nor prejudice the right of Avio Aero to enforce such provision at a subsequent time. ARTICLE 12. DURATION AND TERMINATION 12.1 This General Terms shall enter into force on the date of the first access to Avio Aero Data Exchange Portal by the Company by browsing it or make any use of it. This General Terms shall remain in force until the provisions of article 4.8, 4.9, or 4,10 are invoked. The entry into force or termination of this General Terms shall not interfere in any way with the terms of any Contracts In the event of the Company being in breach of any of its obligations under the General Terms, Avio Aero shall be entitled, without prejudice to any of its other rights and without prior notice, to immediately and automatically restrict or suspend access to all or part of Avio Aero Data Exchange Portal by any or all Company Users.

9 12.3 Upon termination, for whatever reason, of all or part of the General Terms, the Company shall immediately, at Avio Aero discretion, (i) cease to access to Avio Aero Data Exchange Portal and/or the corresponding Service(s) and (ii) return or destroy, except in the event that a dispute arises or is raised between the Company and Avio Aero under the General Terms or the Contracts, the User-ID as well as all Avio Aero Data the Company may have held in the frame of the terminated part of the General Terms Should a Force Majeure Event occur and continue for a period of more than one (1) month, then either Party may terminate the General Terms upon written notice to the other Party Notwithstanding the foregoing, any Articles hereof, which by their nature survive the expiry or termination of these this General Terms, shall remain in full force after such expiry or termination, including notably Article 3 Extent of access and use of Avio Aero Data Exchange Portal, Article 7 Confidentiality, Article 8 Exchange of Data, Article 9 Privacy, Article 10 Warranty and Liability, Article 13 Law and Jurisdiction. ARTICLE 13. LAW AND JURISDICTION 13.1 This General Terms is governed by Italian law The Parties shall use their best efforts to settle by General Terms any disputes arising out of or in connection with the General Terms, its validity, construction, performance or termination. All disputes arising out of or in connection with the present General Terms that cannot be settled amicably, shall be finally settled with an arbitration procedure under the Rules of Arbitration of the International Chamber of Commerce ( ICC ). The arbitration procedure will be held in Milan (Italy) by one or three arbitrator/s appointed in accordance with the said Rules. The language of the arbitration procedure and hearing shall be English. The arbitration award shall be final and binding upon both Parties. The Parties acknowledge that the breach or threatened breach of this General Terms, or any infringement or misappropriation of either Party s intellectual property rights by the other Party, would cause irreparable harm to the non-breaching Party, the extent of which would be difficult to ascertain. Accordingly, in addition to all other remedies available to it at law, a Party may seek immediate injunctive relief from a court or other tribunal of competent jurisdiction, without waiving the seeking party's right to arbitration, if there is a breach or threatened breach of this General Terms, or any infringement or misappropriation of its Intellectual Property Rights, by the other Party.