Member Registration

When you access to the registration form of the Alcatel-Lucent Application Partner Program, you acknowledge that you have read and agree to abide by the terms of use set forth in the Program Terms and Conditions(“the Agreement”)
Your acceptance shall be evidenced by clicking on “approved”

Program Terms and Conditions (herein the “Agreement")

As used herein, “You” means the legal person or entity that by its agents or representatives applies for the Alcatel-Lucent Enterprise Application Partner Program (herein the “AAPP”) membership under this Agreement. “Your” is to be interpreted accordingly. “Alcatel-Lucent” means Alcatel-Lucent Enterprise, or any of its affiliate it may designate in writing.

BY CLICKING THE ACCEPT BUTTON YOU ARE CONSENTING TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE EXIT BUTTON. IF YOU HAVE ANY QUESTIONS ABOUT ANY PART OF THIS AGREEMENT, YOU MAY EITHER : (i) CONTACT ALCATEL-LUCENT REPRESENTATIVE on www.applicationpartner.alcatel-lucent.com OR (ii) YOU MAY PRINT A COPY OF THIS AGREEMENT FOR THE PURPOSES OF EITHER OBTAINING LEGAL ADVICE FROM YOUR LEGAL COUNSEL OR REVIEWING THIS AGREEMENT PRIOR TO ACCEPTING ITS TERMS.

Article 1 – Membership registration process

1.1 Once You will have accepted this Agreement as per the terms above, You will have to fill-in a registration form on this web site. Information, details and data provided by You to Alcatel-Lucent via such registration form must be accurate and complete and are provided under Your full and entire responsibility. Alcatel-Lucent reserves the right to further check accuracy of such information. The fact that Alcatel-Lucent proceeds with Your registration, based on Your registration form, does not imply that Alcatel-Lucent acknowledges that such information, details and data were accurate.

1.2 You may register as an Open Developer (herein an “Open Developer”) or a Member (herein a “Member”) by clicking the appropriate box on the registration form. If You register as an Open Developer, sections 1.3, 1.4, 3, 4, and 8 below do not apply and You do not have to pay any membership fee. If You would need to access specific interfaces to ensure the inter-working of Your product with Alcatel-Lucent products, You should apply for registration as a Member according to section 1.3 below.

1.3 If You register as a Member, then, based on the AAPP membership eligibility criteria below (herein the “Eligibility Criteria”), Alcatel-Lucent will notify You, within a reasonable time frame following Your membership application sent through the registration form, that Your membership is accepted or that You do not comply with the Eligibility Criteria. Acceptance of Your membership shall be notified in a written document, including email, containing the effective date of Your AAPP membership (herein the “Effective Date”).

The Eligibility Criteria, which have to be construed as cumulative, are the following :

0. the AAPP program is open to companies willing to develop products and solutions (herein “Your Product Solution”) on Alcatel-Lucent Platforms and technologies, including certain OEM products running in association with such platform (herein the “Alcatel-Lucent Platforms”), selected from time to time by Alcatel-Lucent as being supported through the AAPP, and listed in the "Platforms, Openness and Interfaces Catalog" available for review on this web site ;
1. Your Product Solution and its related service offer should add functionalities and/or services to the Alcatel-Lucent Platforms, which (i) are not already existing, as equivalent or similar functionalities and/or services, on or in the Alcatel-Lucent offer and (ii) are of such value, quality and geographical commercial availability that they are, in Alcatel-Lucent’s reasonable opinion, able to maximize Alcatel-Lucent market coverage and penetration directly or through its business partners, and to bring significant value to end-customers ;
2. Your Product Solution should be sponsored by an end-customer, an Alcatel-Lucent business partner or Alcatel-Lucent to value the interest of making Your Product Solution running in association with the Alcatel-Lucent Platforms ;
3. You must be credit worthy, compliant with Alcatel-Lucent policies including our Statement of Business Principles, and not conduct actions or activities which are, or could be, detrimental to Alcatel-Lucent or Alcatel-Lucent group image and reputation.

1.4 Acceptance of Your membership as a Member according to section 1.3 above, grants You, for the Term, as defined below, and subject to the payment of the membership fee, the status of Member. You may, during the Term, apply for the Partner status, (herein ‘”Partner”) provided, in Alcatel-Lucent reasonable opinion, (i) Your Product Solution successfully passes the inter-working tests as described in section 3 below and (ii) You commit to lay emphasis on Your Partner status with Alcatel-Lucent on Your websites and (iii) the join solution has been successfully deployed throughout customers (iv) You provide Alcatel-Lucent satisfactory documentation regarding Your Product Solution. Depending on the Alcatel-Lucent Platforms concerned, You may have to enter into a royalty bearing license agreement with Alcatel-Lucent.

Article 2 . AAPP benefits

PROGRAM OBJECTIVE :

1. Certification of the Inter-Working of Your Product Solution with Alcatel-Lucent Platforms
2. Joint promotion of a Certified Product Solution.

2.1 As an Open Developer, You get the following advantages from Alcatel-Lucent:

1. You are authorized to download and use, subject to section 9 below, the items identified on the AAPP web site as being available to Open Developers.

Your Open Developer status does not raise You at a membership or partnership level, and Alcatel-Lucent does not commit any responsibility or support on Your developments.

2.2 As a Member, You get the following advantages and support from Alcatel-Lucent :

1. You have access to the private section of the AAPP web site with a login and password, subject to Your acceptance of the Terms of Use of this web site.
2. In order to develop Your Product Solution and render it interoperable with Alcatel-Lucent Platforms, You are authorized to order items in the "Platforms, Openness and Interfaces Catalog" (e.g., lab platforms, programming interfaces, technical assistance, etc.), and have access to the development tools listed therein.
3. You have access to Alcatel-Lucent technical facilities for developing and certifying Your Product Solution.
4. When Your Product Solution successfully passes the inter-working tests as described in section 3 below the Inter-working report is made available to Alcatel-Lucent Business Partners on the AAPP/ABPP websites. You can mention and use such Inter-working reports for Your Product Solution promotion.

2.3 As a Partner, You get the benefits granted to a Member, plus the following ones :

1. Your Certified Product is documented in Alcatel-Lucent Application Partner Guide, available on this web site, through a solution brief including information about You (Your web address and sales contact).
2. You may be allowed to participate in the Alcatel-Lucent Enterprise Forum and other events organized by Alcatel-Lucent local teams and open to AAPP Partners.
3. You are identified as a “Partner” on AAPP web site and You are allowed to use the corresponding logo, according to the Alcatel-Lucent AAPP logo policy as available on the AAPP web site and updated from time to time by Alcatel-Lucent.

Additional joint marketing actions (such as joint press release, solution brochure, sales kit etc.) may be agreed upon on a case by case basis.

Article 3 – Inter-working

3.1 You may request to Alcatel-Lucent to test the inter-working of Your Product Solution with Alcatel-Lucent Platforms.

Depending on the development work You perform for the inter-working of Your Product Solution with the Alcatel-Lucent Platform, the inter-working tests might be mandatory, for license control and/or intellectual property reasons. In such event Alcatel-Lucent informs You at the time of membership acceptance of such mandatory requirement. Any refusal to pass such test will result in Your exclusion from the AAPP program according to article 5 below.

Upon receipt of Your request for inter-working testing, Alcatel-Lucent will submit to Your approval, a testing environment and a time schedule to run the inter-working tests. The inter-working tests cover only the inter-working between Your Product Solution and the Alcatel-Lucent Platforms defined for the testing. If the tests are successful, the outcome of the tests is reflected in a Inter-Working Report written by Alcatel-Lucent or by You under the control of Alcatel-Lucent (herein the “Inter-Working Report”). When the tests are successful and the Inter-Working Report released, Your Product Solution becomes a Certified Product (herein the “Certified Product”). Technical issues related to the Inter-Working of Your Product are then considered by Alcatel-Lucent Technical support.

3.2 The Inter-Working Report is valid on the Certified Product version for a given version of the Alcatel-Lucent, Platform until either of those versions is phased-out.

3.3 When You issue a new Major Version of the Certified Product or Alcatel-Lucent issues a new Major Version of the Alcatel-Lucent Platforms, You have to request to Alcatel-Lucent to test the inter-working in the new environment, according to paragraph 3.1 above. Major Version shall mean a release of the product which brings additional features and/or functionality thereto.

3.4 ALCATEL-LUCENT MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WITH RESPECT TO YOUR PRODUCT SOLUTION OR CERTIFIED PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALCATEL-LUCENT HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY NATURE WHATSOEVER AS TO YOUR PRODUCT SOLUTION INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND ALCATEL-LUCENT FURTHER SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM OR RELATED IN ANY MANNER TO THE INTER-WORKING REPORT.

Article 4 – Membership fees - Payment Terms

4.1 Membership Fee : the amount of the membership fees are mentioned on the AAPP web site. When clicking the accept button as described in the preamble above, You acknowledge You have been informed of such amounts and are accepting to pay the membership fees according to section

4.2 below. Membership fees are not refundable.

4.2 Payment terms. The membership fee for Members are payable upfront upon receipt of Alcatel-Lucent’s invoice or pro-forma invoice. If Alcatel-Lucent first issues a pro-forma invoice, Alcatel-Lucent shall upon receipt of Your payment, issue the corresponding final invoice.

Payment Terms for the orders of items referenced in the "Platforms, Openness and Interfaces Catalog" are described therein, or, by default, in the Alcatel-Lucent general terms and conditions of sale.

Article 5 - Membership Renewal

Unless terminated as provided hereunder, the Membership will be automatically renewed for successive one-year terms, provided payment of membership fees is made before January 31st of the renewed period.

Article 6 – Term and termination

6.1 Your registration under this agreement as an Open Developer does not engage Alcatel-Lucent or You for any time duration and is limited to the benefits listed in section 2.1

6.2 Your membership under this Agreement as a Member or a Partner, is for the period starting from the Effective Date until December 31st of the then current calendar year (the “Term”). If the Effective Date is after November 1st, Your membership is valid until December 31st of the next calendar year. Unless terminated as provided hereunder, this Agreement will be automatically renewed for successive one-year Terms (each an “Extended Term”), provided payment of membership fees is made before January 31st of the Extended Term. If the membership fees are not paid before January 31st, Alcatel-Lucent will terminate the membership.

If at the time of renewal, these terms and conditions have been updated by Alcatel-Lucent, the Agreement shall be deemed renewed on the basis of such updated terms and conditions.

6.3 The Agreement may be terminated at any time by either party, subject to a three-month written notice sent to the other party by registered mail with acknowledgement of receipt.

Either party shall have the right to terminate this Agreement immediately, without any proceedings or formalities other than a written notice to the other, in the event that the other party fails to perform any of its material obligations under this Agreement and such failure continues for a period of thirty (30) days following the receipt by the defaulting party of written notice of the other party's intent to terminate.

6.4 In case of termination or expiration of this Agreement for whatever reason, You shall (i) cease acting as an Open Developer, a Member or a Partner, (ii) refrain from using any logo, sign or description to identify You as an Open Developer, a Member or a Partner, (iii) cease using Alcatel-Lucent trademarks, trade names and logos, and (iv) return to Alcatel-Lucent any Alcatel-Lucent materials provided to You under this Agreement. Your licenses to use the programming interfaces, development tools, and any other materials provided by Alcatel-Lucent shall cease, except as to Alcatel-Lucent standard products that You would have purchased under the "Platforms, Openness and Interfaces Catalog". Alcatel-Lucent shall be authorized to (i) remove Your details, name, description, Certified Product or Your Product Solution description, Inter-Working Report, or other information related to You from any marketing materials, web site, and documentation and (ii) stop any marketing action which was then current or envisaged or planned.

Article 7 – General Disclaimer

Unless this limitation is prohibited by applicable law, neither Alcatel-Lucent nor any of its affiliates, parent or sister companies, directors, employees or other representatives will be liable under this Agreement, including its section 9 below, for direct, indirect, special, incidental, punitive or consequential damages of any kind including but not limited to loss of use, data, loss of profits, income, business, anticipated savings, reputation as well as financing costs or increase in operating costs or other economic loss arising out of this Agreement or any termination thereof. In any event Alcatel-Lucent’s liability under this Agreement may not exceed the amount of all sums paid by You under this Agreement during the Term.

Article 8 – Confidentiality and non-disclosure.

Each party agrees to keep confidential the information it receives from the other party during the Term, regardless of the nature thereof (commercial, technical or financial, etc.). Each party must take the measures needed to ensure that this confidentiality obligation is complied with by its employees and by third parties who may use such information or become aware thereof. This obligation shall start from the signature of this Agreement and shall continue for a period of five years after the date of termination of this Agreement.

Article 9 – Trademarks and Trade Name

You are granted no right or license to use any Alcatel-Lucent trademarks except the AAPP logo and the logo library made available by AAPP website and according to Alcatel-Lucent logo policy. If Your Product Solution has passed the Inter-working tests according to section 3 above, You are authorized to use the corresponding logo that will be provided by Alcatel-Lucent for such Certified Product and only in relation to the Alcatel-Lucent Platforms that were identified in the Inter-Working Report.

From the Effective Date, Alcatel-Lucent shall have the right to use Your marks and logo to identify You as a Member or, as a Partner of the AAPP, according to Your graphics guide lines that shall be provided to Alcatel-Lucent.

Article 10 – Licensing Terms

10.1 You may as an Open Developer, a Member or a Partner access to certain software development tools, or programming interfaces (herein the “Alcatel-Lucent Materials”), by downloading such materials from this web site, and if You are a Member or a Partner, by ordering through the "Platforms, Openness and Interfaces Catalog", either with no additional charge or subject to a license fee. Subject to the terms and conditions accompanying such materials or set forth in the "Platforms, Openness and Interfaces Catalog" in respect of such Alcatel-Lucent Materials, which shall prevail over these terms in case of discrepancy, Your use of the Alcatel-Lucent Materials is governed by this Agreement including this section 9.

10.2 The license on the Alcatel-Lucent Materials (i.e. : right of use) is a non-exclusive and non-transferable license to use the Alcatel-Lucent Materials in object code or text form, for use up to the licensed number of users, and only on the system for which they were designed, and solely for Development Purpose and not for redistribution or sublicensing (“License”). In this Agreement “Development Purpose” shall mean the use of the Alcatel-Lucent Materials to evaluate or ensure the inter-working of Your product, including Your Product Solution, with the Alcatel-Lucent Platforms. The License is granted for the Term of this Agreement, or any other term mentioned for the relevant Alcatel-Lucent Materials in the documentation accompanying such materials, or in the "Platforms, Openness and Interfaces Catalog". You shall (i) not sublicense, transfer, sell or otherwise communicate or make available the Alcatel-Lucent Materials to third parties and shall protect and secure them using the same degree of care You use to protect Your own proprietary rights, but in any case not less than reasonable care, (ii) not modify the Alcatel-Lucent Materials in whole or in part, except as authorized hereunder for Development Purpose and (iii) not reverse assemble, or decompile the Alcatel-Lucent Materials in whole or in part, except as explicitly provided by law. In particular, the use of information elements issued from interfaces of the Alcatel-Lucent Platform and Alcatel-Lucent Materials not authorized for use through AAPP are prohibited (reverse engineering is not allowed) . This License shall in no event be construed as being a sale of intellectual property rights, a sale of a copy of a program, or a transfer of ownership of the rights in the Alcatel-Lucent Materials. Notwithstanding the foregoing You may freely use the source code examples provided with the Alcatel-Lucent Materials at Your own risks, expenses and liability, and shall indemnify Alcatel-Lucent against any and all claims that may arise from any such use. The source code examples are provided without any warranty of any kind, including non-infringement.

10.3 Within the frame of this Agreement, it is of Your sole and exclusive responsibility to install the Alcatel-Lucent Materials, to determine the appropriate end use for the Alcatel-Lucent Materials to implement adequate backup procedures to protect You against loss or error resulting from the use of the Alcatel-Lucent Materials and to verify any output resulting from such use if You intend to use or rely on such output. You acknowledge that it may be necessary to prepare the environment within which the Alcatel-Lucent Materials will be used, including but not limited to parameterization of the devices or computer programs with which the Alcatel-Lucent Materials will be used, integrated or interfaced, and follow the installation rules as provided, if any, by Alcatel-Lucent.

10.4 Alcatel-Lucent may request a reasonable feed-back and information from You on any bugs discovered by You affecting the Alcatel-Lucent Materials, and recommended functionality improvements. Alcatel-Lucent may freely use, copy, license, disclose, distribute and exploit any such feed-back in any manner, in connection with the Alcatel-Lucent Platforms or any of its technologies or products, without any obligation or restriction whatsoever including those based on intellectual property rights. You shall not provide any feed-back subject to any terms that would impose any obligation or restriction on Alcatel-Lucent. Alcatel-Lucent is under no obligation to make any changes or modifications to the Alcatel-Lucent Materials suggested by You. Alcatel-Lucent reserves the right, in its sole discretion and without prior notice, to discontinue or modify the Alcatel-Lucent Materials at any time.

10.5 Upon Your request and subject to availability of adequate resources, Alcatel-Lucent may provide You with support services for the use of the Alcatel-Lucent Materials in accordance with the prevailing Alcatel-Lucent terms and conditions for such support. In any case, Alcatel-Lucent shall have no obligation to develop or provide error corrections or new releases or versions for the Alcatel-Lucent Materials.

10.6 DISCLAIMER. THE ALCATEL-LUCENT MATERIALS ARE LICENSED “AS IS”. ALCATEL-LUCENT MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE ALCATEL-LUCENT MATERIALS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. ALCATEL-LUCENT HEREBY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF ALCATEL-LUCENT MATERIALS WHETHER MADE BY ALCATEL-LUCENT EMPLOYEES OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY ALCATEL-LUCENT FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF ALCATEL-LUCENT WHATSOEVER. ALCATEL-LUCENT DOES NOT WARRANT THAT THE ALCATEL-LUCENT MATERIALS ARE FREE OF ERRORS, THAT THE ALCATEL-LUCENT MATERIALS WILL MEET YOUR REQUIREMENTS, OR THAT THE USE OF THE ALCATEL-LUCENT MATERIALS WILL BE UNINTERRUPTED.

10.7 Title and all patents, copyright, design rights, trade secrets and other proprietary rights in or related to the Alcatel-Lucent Materials are and remain the exclusive property of Alcatel-Lucent and its suppliers. You will not take any action that could affect in any manner Alcatel-Lucent’s proprietary rights in the Alcatel-Lucent Materials or acquire any right in the Alcatel-Lucent Materials except the rights explicitly granted hereunder, and will not remove or destroy any proprietary trademark or copyright markings or confidentiality legends contained in the Alcatel-Lucent Materials. Except for the source code example provided with the Alcatel-Lucent Materials, You acknowledge that the right of redistribution of the derivative work produced by You within the development work performed for the Development Purpose is subject to Alcatel-Lucent’s rights in the Alcatel-Lucent Materials and therefore to Alcatel-Lucent’s prior written approval, and as applicable to the payment of licensee fees or royalties.

Article 11 – Assignment

You may not assign this Agreement without Alcatel-Lucent’s prior written consent. Alcatel-Lucent may assign this Agreement in whole or part without Your consent, provided that Alcatel-Lucent notifies You of such assignment.

Article 12 – Applicable law and dispute resolution

This Agreement and all claims or issues regarding its execution or interpretation shall be governed according to the laws of France, to the exclusion of its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, shall be excluded. Any dispute arising out of or concerning this Agreement which dispute cannot be settled amicably shall be resolved definitely and exclusively by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "Rules") by three (3) arbitrators appointed in accordance with the Rules, unless we agree with You on the name of a single arbitrator. The place of arbitration shall be Paris, France. All documentary submissions, presentations, and proceedings shall be in the English language. The arbitral award shall be substantiated in writing. The decision of the arbitral tribunal shall be final and binding, and judgment upon the arbitral award may be entered in any court having jurisdiction thereof. The arbitral tribunal shall assign the costs of arbitration. Notwithstanding the foregoing, Alcatel-Lucent shall, in case of material breach of its obligations by You, have the right to obtain injunctive relief from any court of appropriate jurisdiction.

Article 13 – Entire Agreement

This Agreement shall constitute the agreement between the parties and shall replace and supersede all documents previously exchanged concerning the same subject matter.

Article 14 – Notices

All notices which any of the Parties is required or desires to serve upon the other(s) pursuant to the terms of this Agreement shall, unless otherwise provided for in this Agreement, be in writing and shall be delivered to the following addresses :

To You : at the address set forth in the registration form mentioned in section 1 above.

To Alcatel-Lucent : at the address set forth in the "Contact AAPP Team" link on www.applicationpartner.alcatel-lucent.com

Annex 1

The purpose of this document is to define the split of responsibilities and the escalation process to be followed by the Business Partners when facing a problem with a solution involving an Alcatel-Lucent platform and an external application with an existing Alcatel-Lucent Inter-working report.