TERMS AND CONDITIONS OF USE OF LEONARDO CUSTOMER PORTAL AGREEMENT
(THE “AGREEMENT”)
LEONARDO S.p.a., having its registered office in Piazza Monte Grappa, 4 - 00195 Rome, Italy, stock capital € 2.543.861.738,00 fully paid up, number of registration at the Companies Register of Rome, fiscal code 00401990585, and VAT n. 00881841001, acting through its Helicopters division (herein referred to as “LHD”) and Customer together referred to as the “Parties” or individually as a “Party”.
Whereas:
a.This Agreement is entered to with reference to the helicopter(s) manufactured by LHD and purchased and/or operated or maintained by the Customer (hereinafter the “Helicopter(s)”) as described in details (helicopter type, serial and registration numbers etc.) in the registration form as updated from time to time by Customer.
b.LHD has developed a web portal (hereinafter “Leonardo Customer Portal”) for the supply of services to its customers and exchange of information with its customers.
c.The Customer needs the furnishing of technical documents, services and related updates, through Leonardo Customer Portal, in order to maintain airworthiness of the Helicopters.
Now therefore the Parties agree to enter into this agreement ("Agreement") which set forth the terms and conditions of use of Leonardo Customer Portal, as follows:
1. Scope.
The terms and conditions of this Agreement shall apply to the access and use by the Customer of the Leonardo Customer Portal in relation to:
A.the furnishing to Customer through Leonardo Customer Portal, from time to time, of LHD technical documents for the support and/or service of the Helicopters, which may include without limitation: technical publications, list of applicable publications, air vehicle maintenance publication, illustrated parts catalogue, illustrated tool equipment publication, information letters, Service Bulletins, interactive electronic technical publications (IETP), etc. (hereinafter referred to as “Technical Documents”).
B.the furnishing to Customer, from time to time, of LHD technical services, via Leonardo Customer Portal, for the support and/or service of the Helicopters, which may include, without limitation: technical queries, technical publication queries, customer support management requests, repair & overhaul service request, fleet hours management, maintenance malfunction information report (MMIR), etc. (the “Services”).
C. Requests of quotations, submission of orders by Customers, and any other programs, services, materials, software, exchange of information, also for internal analysis by LDO on its products and services, and web-based tools for the support and/or service of the Helicopters which may be made available by LHD to Customer through Leonardo Customer Portal (the “Materials”).
D.The terms and conditions set forth in this Agreement supplement any additional terms and conditions set forth in any specific agreements entered into between LHD and Customer applicable to the Helicopters and any related services such as the services specified on points A, B and C above. In case of conflict between the terms of this Agreement and those of other agreements, the terms and conditions of this Agreement will apply to and regulate the use and access by Customer to Leonardo Customer Portal.
2. Access to Leonardo Customer Portal and Terms of Use.
A.The Customer shall designate the master user accounts (“Master User Account(s)”) and the users (“User(s)”) who have been duly authorized by it to have access and use the Leonardo Customer Portal only for the purposes of this Agreement.
B. Access to Leonardo Customer Portal, including access to the service request function, is only allowed to the Customer’s designated Master User Accounts and Users.
C. he Customer and its designated Master User Accounts and Users are responsible for the correct use of the Leonardo Customer Portal and the compliance with this Agreement and for the data and information provided.
D.In order to use the functions of the Leonardo Customer Portal, Customer must register by completing the registration process available at www.leonardocompany.com and follow the instructions and requirements thereof. Registration shall be subject to LHD’s verification and approval.
E.The registration process can only be completed upon acceptance of the terms and conditions of this Agreement.
F. Customer is responsible for the correctness and accuracy of the data and information entered for the registration. In the event of any changes, Customer must inform LHD of the change without delay. If Customer provides inaccurate information for the registration or does not make the subsequent corrections, LHD is entitled to exclude Customer from further use. Changes and updates can be made through Leonardo Customer Portal
G. Customer can delete its account by contacting LHD via the form available on the Leonardo Customer Portal.
H. Customer access data (such as user ID/password) to Leonardo Customer Portal shall not be disclosed to third parties and must be protected against unauthorized access. If there is reason to suspect that unauthorized third parties have obtained information on the access data, Customer shall notify LHD immediately at the following address: leonardo.mbx@leonardocompany.com Customer is liable for any misuse which results from the unauthorized use of the access data.
I. Upon successful completion of the registration, LHD will provide to the Customer one or more Master User Accounts, up to maximum 10 (ten), which will allow the creation of Users accounts. In order to access the Leonardo Customer Portal, all Master User Accounts and Users shall accept these terms and conditions of use which shall be available online at the first access to the Leonardo Customer Portal.
J. Access to and use of Leonardo Customer Portal are designed and available for LHD’s customers in relation to Helicopter(s) registered with Leonardo Customer Portal, as long as owned/operated/maintained by Customer. Access to Leonardo Customer Portal will terminate and be discontinued immediately upon (i) Customer ceasing to be LHD’s customer for any reasons, and/or (ii)Customer ceasing to own/operate/maintain the Helicopter(s), and/or (iii)termination of any agreement(s) with Customer for the supply of services/support to the Helicopters.
3. Intellectual Property Rights.
A. Customer acknowledges and agrees that this Agreement and any Technical Documents, Services or Materials thereof shall not grant nor be construed as granting expressly or impliedly any title or rights in respect of any intellectual property rights (including without limitation: know-how, technical data, technical documents, design, drawings, patent, utility, design model, trademark, technical publication, specifications, technical information, technical instructions, results of tests, software, hardware, commercial information, logo or trademark, information and data etc.), belonging to LHD or any of its licensors, and that LHD shall retain any ownership and copyright in Technical Documents, Services, Materials and any support, products and services provided hereunder.
B. Customer shall not:
- reverse engineer, reverse compile, reverse assemble or otherwise translate into any human or machine-readable form any Technical Documents, Services, Materials, in whole or in part;
- modify, copy, translate into any language, reproduce or make derivative works of Technical Documents, Services, Materials,, in whole or in part;
- rent, loan, license to any third parties or otherwise make available to third parties or make any other unauthorized use of Technical Documents, Services, Materials.
4. Restrictions on Proprietary Data and Information.
A. Except for information in web sites controlled by third parties that may be accessible from the Leonardo Customer Portal, Customer acknowledges that for the purpose of this Agreement all information and data contained in or derived from Leonardo Customer Portal are proprietary to, and remains the property of LHD (“Proprietary Information”).
B. Customer agrees:
1. to receive Proprietary Information in confidence;
2. to preserve and protect the confidentiality of Proprietary Information using no less than reasonable care;
3. only to disclose the Proprietary Information and only to the extent necessary to those Users to whom disclosure is strictly necessary for the purpose of this Agreement and on condition that it procures that such persons are made aware of the provisions of this Agreement and that they agree to comply with its terms as if they were the recipient party;
4. not to disclose Proprietary Information, in whole or in part, to any third party without LHD express written consent;
5. to use Proprietary Information only for the purpose specifically directed in Technical Documents/Services/Materials;
6. not to use Proprietary Information, in whole or in part, for any other purpose, including but not limited to:
a. designing, creating, developing, reproducing, manufacturing or deriving any design, part, product, material, process, modification, configuration change or repair;
b. sell or provide services to third parties;
c. seeking EASA or other governmental or regulatory approval or acceptance for any of the foregoing; or
d. any other commercial activity not expressly authorized by LHD.
7. on demand of LHD to return the Proprietary Information.
C. This Agreement shall not constitute any representation, warranty or guarantee to Customer with respect to the suitability of any Proprietary Information or any part thereof for any purpose or with respect to the non-infringement of intellectual property rights in force belonging to any person other than LHD nor shall LHD be liable to the Customer for any errors or omissions in any Proprietary Information disclosed to the Customer.
5. Limited Warranty and Exclusive Remedy.
A. LHD warrants that the most recent release of Technical Documents conforms to its current standard practices. LHD otherwise provides Technical Documents "AS IT IS" with no further warranty whatsoever.
B. LHD’s liability under this warranty is limited to the replacement of Technical Documents if returned to LHD within thirty (30) days after delivery, postage prepaid, including proof of payment, if any, and if accepted as non-conforming by LHD.
C. The foregoing warranty and remedy are given by LHD and accepted by Customer in lieu of all other warranties and remedies, whether express, implied or statutory, including (without limitation) any obligation or liability of LHD in contract or tort, or any warranty of title, of quiet enjoyment, of quiet possession, of non-infringement, of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, or of lack of negligence, all with regard to technical documents and any information and data contained therein or derived therefrom, and the provision of or failure to provide support or other services or information there through or arising out of the use thereof.
D. Except for gross negligence or willful misconduct, in no event shall LHD be liable for loss of profit, loss of business opportunities, indirect, incidental or consequential damages, and in no event shall LHD liability of any type exceed the payment by customer to LHD in connection with this Agreement, whether such liability is based in contract, strict liability, fault, tort, or any other asserted right.
6. Customer Responsibility.
Customer acknowledges and agrees that it is Customer's sole responsibility to ascertain and ensure correctness of all data provided and that such data are appropriate for the use to which they are put and LHD will have no responsibility and liability whatsoever in that regard.
7. Technical Publication Updates.
LHD reserves the right to revise or to update Technical Documents/Materials at any time without prior notice. The receipt of Technical Documents/Materials does not entitle Customer to any revisions or updates thereof, unless otherwise provided for in Customer’s purchase order and agreed to by LHD.
8. Assignment. Change of Control.
This Agreement shall not be assigned, in whole or in part, by Customer without the prior written consent of LHD.
Customer shall notify LHD in writing of any direct or indirect change of control or ownership of Customer and, in such event, LHD shall at its option have the right to terminate this Agreement.
9. Term. Termination. Right to Revoke Access.
A. This Agreement is valid and effective at the date of the last signature by the Parties, and shall automatically and immediately terminate, and access to Leonardo Customer Portal will be discontinued, without the need of further notice, at the occurrence of any of the following events: (i) Customer ceases to own, operate or maintain the Helicopter(s); (ii) and/or Customer is no longer a LHD’s customer; (iii) and/or upon expiry or termination for any reasons of the agreement(s) entered between Customer and LHD for the support of the Helicopter(s), unless earlier terminated.
B. In any case of breach or suspected breach of the terms and conditions of this Agreement or misuse by the Customer/Master User Accounts/Users of any accounts, LHD is entitled to revoke Customer at any time the access to Leonardo Customer Portal, and/or to block or suspend Customer’s access and/or delete Customer’s accounts temporarily or permanently.
C. Upon the commencement of any bankruptcy or reorganization proceeding by or against Customer, LHD may within the limits set forth by applicable law, upon written notice, terminate this Agreement and cease to perform any and all obligations under this Agreement.
10. Severability.
Should any provision of this Agreement, or part thereof, be declared invalid, illegal or unenforceable, such provision, or part thereof shall be severed from this Agreement and all other provisions of this Agreement shall remain in full force and effect.
11. Applicable Law. Dispute Resolution.
11.1 This Agreement, its validity, enforceability and the performance thereof shall be governed and construed in accordance with the laws of Italy, excluding conflict or choice of law rules.
11.2 The Parties agree that the Courts of Rome (Italy) shall have exclusive jurisdiction to settle any disputes or claims, which may arise out of or in connection with this Agreement. Nothing contained in this Clause 11 shall limit the right of any of the Parties to seek interim or provisional relief (including, without limitation, injunctive relief) or to take enforcement proceedings against each other in any other courts of competent jurisdiction, nor shall the taking of such proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not.
12. Export Controls Compliance.
A. Customer agrees to comply with all export laws. Customer represents and agrees to LHD that Customer shall not export Technical Documents, Services, Materials etc. in violation of the EU and US export control laws and regulations, and any applicable export laws.
B. Customer acknowledges that the Technical Documents, Services and Materials are of Italian and/or USA origin and, as such, the Technical Documents, Services and Materials may be subject to export controls according to both Italian and/or USA regulations on sensitive items (military and dual–use). Re-export by Customer requires prior written authorizations (through Leonardo Helicopters) by the mentioned Governments. Re-export contrary to Italian and/or USA laws is prohibited.
C. Customer will indemnify, defend and hold LHD harmless from and against any and all claims, liabilities and damages incurred by the LHD arising out of Customer’s breach of such obligations.
13. Data Protection.
Pursuant to, and within the limits of, the execution of the services provided under this Agreement, the Parties, jointly or separately, may process some information, including those which may identify certain natural persons (the “Personal Data”). With reference to the Personal Data that may be processed in the context of this Agreement, the Parties hereby undertake to regulate their mutual obligations as set forth in the Joint Controllership Agreement signed and attached as Annex A as an integral and substantial part to this Agreement.
14. Audit and Inspection.
LHD shall have the right to audit all pertinent records of Customer, and to make reasonable inspection of Customer’s premises, in order to verify compliance with this Agreement.
15. Change of terms and conditions.
LHD reserves the right to change the terms and conditions of this Agreement at any time (e.g. to adapt to legal or technical applicable conditions, or to expand the scope of services etc.). LHD will provide Customer with the new terms and conditions. Access and use of the Leonardo Customer Portal and products and services thereof shall be subject to Customer’s acceptance of the amended terms and conditions.
16. Exclusion of authorization.
Customer understands and acknowledges that this Agreement does not constitute appointment of Customer as an LHD-authorized repair facility for LHD, nor authorize Customer to use or display Leonardo Helicopters’ trademarks.
Leonardo S.p.a.
In accordance with art.1341 and art. 1342 of the Italian Civil Code Customer acknowledges and declares
that Customer has read and understood and specifically accepts the following provisions and sections of
this Agreement:
2. Access to Leonardo Customer Portal and Terms of Use.
3. Intellectual Property Rights.
5. Limited Warranty and Exclusive Remedy.
6. Customer Responsibility.
7. Technical Publication updates.
8. Assignment. Change of Control.
9. Term. Termination. Right to Revoke Access.
11. Applicable law. Dispute resolution.
15. Change of terms and conditions.
