1. This end-user licence agreement (“EULA“) is a legal agreement between you (“Authorised User”, “you” or “your“) and Michelin Tyre Public Limited Company (company number 84559) whose registered office is at Campbell Road, Stoke-on-trent (“Michelin”, “us”, “we” or “our“) for the access to and use of:
a. Michelin solutions MyWebportal application software once you have downloaded or streamed a copy of the application onto your handheld device,the data supplied with the software, and the associated media (the “App“);
b. If applicable, the web based administration platform software accessiblethrough our website https://mywebportal.michelin-solutions.com/ (the “Web Portal”); and
c. all documents, text, information, data, software, executable code, access codes, images, audio or video material in whatever medium or form comprised in or used with the App and/or the Web Portal other than the Customer Data (defined below) (“Content“),
together with any error corrections or updates that Michelin may provide or perform with respect to the Web Portal and/or the App from time to time (the “Licensed Product“).
Please note that if you are only using part of the Licensed Product (for example the Web Portal only), these terms apply to your use of that part of the Licensed Product and references in terms to other parts of the Licensed Product may not be applicable to your use of the Licensed Product.
MyWebportal aims to support customer to manage the Michelin services either MyInspection, or MyTraining or MyRoadChallenge or MyRewards. It allows them to manage driver subscriptions, create lists of inspection and training. Michelin customers will have access to all inspections and trainings done during the period of contract.
If you are part of the MyRewards loyalty programme, the MyWebportal application also allows professional drivers that are Authorised Users to transform credits acquired into rewards as set out in the Overarching Licence Agreement. If you leave the company or are otherwise no longer an Authorised User, it is your responsibility to convert unused credits into rewards before leaving. If you leave before redeeming your credits, the credits will be returned to the MyRewards program and distributed between all remaining Authorised Users at that date.
These Terms and Conditions of Use are entered into by Michelin and the User who accepts them, hereinafter referred to individually as a “Party” and jointly as the “Parties”.
By clicking on the “I accept” button and by using the Application, the Authorised User accepts these Terms and Conditions of Use. Michelin reserves the right to modify or revise the Terms and Conditions of Use at its discretion at any time. The Terms and Conditions of Use in force are available in the downloaded Application. To accept the modified or revised Terms and Conditions of Use, the User must accept them in accordance with the method described above.
In all circumstances, if the User does not accept the Terms and Conditions of Use, the User may not use the Application and must remove it from their Device.
2. Operating System Requirements
Michelin solutions MyWebportal App
If you are using the App, the App must meet the system requirements asdescribed in stores (“Google Play” for Androïd or ” Appstore” for IOS).
3. Important Notice
If you do not agree to the terms of this licence, Michelin will not license the use of the Licensed Product to you and you must stop using the Licensed Product and/or the downloading or streaming process now.
Authorised Users: those employees, agents and independent contractors of the Licensee signed up by the Licensee and who are authorised to access and use the Licensed Product in accordance with these terms and conditions.
Customer Data: the data inputted by you, the Licensee, any other Authorised User or Michelin on your behalf or the Licensee’s behalf for the purpose of using the Licensed Product or facilitating your use of the Licensed Product.
Licensee: the customer specified in the Subscription Form who purchased the subscription for the Licensed Product for your use as an Authorised User.
Overarching Licence Agreement: the agreement for the purchase of the subscription for the Licensed Product by the Licensee under which you are authorised to use the Licensed Product as an Authorised User.
Subscription Form: Michelin’s order form for the Licensed Product on which the Licensee registers for use of the Licensed Product on the relevant product platform.
In consideration of you agreeing to abide by the terms of this EULA, you may:
a. if you are downloading or, streaming or using the App, download or stream a copy of the App onto your Device (as defined in this clause 5 below) and view, use and display the App and Content on your Device for your business and professional purposes only;
b. if you are using the Web Portal as an employee, agent and independent contractor of the Licensee, you may use the Web Portal and Content for your own business and professional purposes as set out in this EULA; and
c. use any Content to support your permitted use of the Licensed Product.
We license use of the Licensed Product to you on the basis of this EULA and subject to any rules or policies applied by any provider of a service allowing the download of the App (“Google Play” for Androïd or “Appstore” for IOS) where an Authorised Userdownloaded the App for your use(“Google Play Terms of Services” for Androïd or ” Appstore Rules” for IOS). We do not sell the Licensed Product (or any part of it) to you. We remain the owners of the Licensed Product at all times.
We may change these terms at any time by sending you an email with details of the change or notifying you of a change when you next start the Licensed Product. The new terms may be displayed on-screen or sent to you by email and you may be required to read and accept them to continue your use of the Licensed Product.
If you do not accept the notified changes you may not be permitted to continue to use the Licensed Product. These changes will reflect changes in law or best practices or deal with additional features we introduce.
From time to time updates to the Licensed Product may be issued to improve performance, enhance functionality, reflect changes in operating systems or address security upgrades. Depending on the update, you may not be able to use the Licensed Product until you have downloaded or streamed the latest version of the Licensed Product and/or accepted any new terms.
You will be assumed to have obtained permission from the owners of the handheld devices that are controlled, but not owned by you to use the Licensed Product (“Devices“) and to download or stream a copy of the App onto the Devices. You and they may be charged by your and their service providers for Internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the Licensed Product in relation to any Device or the Web Portal, whether or not it is owned by you.
By using the Licensed Product, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals that are internet-based or wireless to improve our products and to provide any services to you.
The Licensed Product may contain links to other independent third-party websites (“Third-party Sites“). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent Judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.
6. Acceptable Use
You agree to only use the Licensed Product if you are an Authorised User as allocated by the Licensee under the terms of the Overarching Licence Agreement.
a. not use the Licensed Product in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses or harmful data, into the Licensed Product or any operating system;
b. not infringe our intellectual property rights or those of any third party in relation to your use of the Licensed Product, including the submission of any material (to the extent that such use is not licensed by this EULA);
c. not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Licensed Product;
d. not use the licensed Product in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
e. not collect or harvest any information or data from the Licensed Product or any service or our systems or attempt to decipher any transmissions to or from the servers running any Licensed Product.
7. Michelin’s Obligations
Subject to your compliance with this EULA Michelin shall use reasonable endeavours to:
a. provide the Licensed Product on the terms of this EULA in all material respects;
b. provide such support to you as is reasonably necessary to allow you as an Authorised User to use the Licensed Product in accordance with its support policy in effect at the time the Licensed Product is provided and as published on Michelin’s website, or as otherwise notified to you or the Licensee by Michelin in writing from time to time. Michelin may amend the support policy in its sole and absolute discretion from time to time; and
c. comply with all applicable laws and regulations, including those relating to anti-bribery and anti-corruption.
Michelin does not warrant that (a) your use of the Licensed Product will be uninterrupted or error-free and you acknowledge that the Licensed Product may be interrupted by planned or unplanned maintenance; (b) the Licensed Product and/or the information obtained by you through the Licensed Product will meet your requirements.
8. Your Obligations
a. co-operate with Michelin in all matters relating to the Licensed Product;
b. keep any password (if required during the registration process) for your use of the services and Michelin Content secure, safe and confidential;
c. notify Michelin as soon as you become aware of any unauthorised use of the Licensed Product by any person;
d. not use any information provided by Michelin or obtained by the Licensee or any Authorised Users by using the Licensed Product to create any software or product where the use is substantially similar to that of the Licensed Product;
e. not access all or any part of the Licensed Product in order to create a product or service which competes with the Licensed Product;
f. not use such information in any manner which would be restricted by any copyright subsisting in it;
g. not copy the Licensed Product except where such copying is incidental to normal use of the Licensed Product, or where it is necessary for the purpose of back-up or operational security;
h. not make alterations to, or modifications of, the whole or any part of the Licensed Product, or permit the Licensed Product or any part of them to be combined with, or become incorporated in, any other programs;
i. not decompile, disassemble or reverse engineer in order to create a version of the source code or a work derived from the Licensed Product or any part of it;
j. not use the Licensed Product to provide any similar or other services to third parties; and
k. not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Licensed Product available to any third party.
If you breach the terms of the EULA, Michelin may, without liability to you or the Licensee and not withstanding any other rights or remedies available to it, disable your password, account and access to all or part of the Licensed Product and shall be under no obligation to provide access to the Licensed Product until such breach has been remedied and you have agreed in writing to comply with the EULA.
9. Intellectual Property Rights and Customer Data
For the purpose of this clause Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection whichsubsist or will subsist now or in the future in any part of the world (” Intellectual Property Rights“).
You acknowledge that all Intellectual Property Rights in the Licensed Product and the Content and in connection with the Licensed Product belong to Michelin and that you shall have no rights in or to the Licensed Product other than the right to use it in accordance with this EULA.
You will not claim any Intellectual Property Rights in the Licensed Product and/or Content.
You and/or the Licensee (as the case may be) own all Intellectual Property Rights in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
You grant to Michelin a worldwide, non-exclusive, royalty free, sub-licensable irrevocable licence to copy, use and modify the Customer Data owned by you for the purpose of carrying out its obligations under this EULA and the Overarching Licence Agreement.
You acknowledge and agree that any Customer Data or content uploaded to the Licensed Product by you may be viewed by the Licensee and other Authorised Users utilising any Licensed Product under the Subscription Form. You grant to Michelin a worldwide, non-exclusive, royalty free, sub-licensable, irrevocable licence to allow the Licensee to utilise any Customer Data or content uploaded to the Licensed Product by you.
Certain services will make use of location data sent from your Devices. You can turn off this functionality at any time by turning off the location services settings for the App on the device. If you use these services, you consent to us and our affiliates’ transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based and road traffic-based products and services. You may stop us collecting such data at any time by turning off the location services settings.
10. Limitation of Liability
This paragraph sets out the entire financial liability of Michelin (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
a. arising under or in connection with this EULA;
b. in respect of any use made by you of the Licensed Products and Content or any part of them; and
c. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this EULA.
Except as expressly and specifically provided in this EULA:
a. you assume sole responsibility for results obtained from the use of the Licensed Products and the Content by you, and for conclusions drawn from such use. Michelin shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Michelin by you in connection with the provision of the Licensed Products, or any actions taken by Michelin at your direction;
b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this EULA;
c. the Licensed Products and the Content are provided to you on an “as is” basis; and
d. we will not be liable to you for your use of the Licensed Product as our total liability for the provision of the Licensed Product to you is to the Licensee in accordance with the Overarching Licence Agreement.
Nothing in this Agreement excludes the liability of Michelin:
a. for death or personal injury caused by Michelin’s negligence; or
b. for fraud or fraudulent misrepresentation; or
c. any other liability that cannot be excluded or limited by law.
Subject to the above terms Michelin shall not be liable whether in tort (including for breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.
THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY GIVEN ABOVE ARE REASONABLE, CONSIDERING ALL RELEVANT CIRCUMSTANCES AND THE LEVEL OF RISK ASSOCIATED WITH THE OBLIGATIONS OF EACH OF THE PARTIES ARISING FROM THE SERVICES, THE APPLICATION AND/OR THESE TERMS AND CONDITIONS OF USE.
THE USER RECOGNISES THAT IT HAS BEEN DULY INFORMED AND WARNED THAT USE OF THE APPLICATION DOES NOT REPLACE OR WAIVE THE USER’S OBLIGATION TO DRIVE IN ACCORDANCE WITH LEGAL PROVISIONS AND NOTABLY THOSE RELATING TO ROAD TRAFFIC REGULATIONS. THE USER IS AND REMAINS RESPONSIBLE FOR ITS DECISIONS AND THE CONSEQUENCES THAT COULD ARISE.
Without affecting any other right or remedy available to Michelin, Michelin may terminate this EULA immediately by written notice to you (or the Licensee where we do not hold an email address or correspondence address for you) if:
a. if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so;
b. you are no longer an Authorised User of the Licensed Product; or
c. if you cease to work for the Licensee for whatever reason.
Without affecting any other right or remedy available to Michelin this EULA shall automatically terminate if the Overarching Licence Agreement expires or is terminated in accordance with the terms of the Overarching Licence Agreement.
On termination of this Agreement for any reason:
a. all licences granted under this EULA shall immediately terminate;
b. you shall make no further use of the Licensed Products and you must immediately cease all activities authorised by this EULA;
c. if applicable you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App and Content then in your possession, custody or control and certify to us that you have done so;
d. we may disable access to the Licensed Product and cease providing you with access to the App and Web Portal;
e. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and
f. clauses which expressly or by implication survive termination shall continue in full force and effect.
12. Force Majeure
Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for a period of 3 months, the party not affected by the force majeure event may terminate this agreement by giving 14 day’s written notice to the affected party.
If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail or by prepaid post to Michelin Tyre Public Limited Company, CampbellRoad, Stoke-on-Trent ST4 4EY and email@example.com
We will confirm receipt of this by contacting you in writing, normally by email.
If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your request for the Licensed Product.
14. Other Important Terms
We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.
You may only transfer your rights or obligations under this EULA to another person if we agree in writing.
If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
The Michelin Solutions MyWebportal application is published by:
Manufacture Française des Pneumatiques Michelin, a partnership limited by shares with capital of €504,000,004, with head offices at 23 Place des Carmes Déchaux, Clermont-Ferrand Cedex 9 (63040), department number: +33 4 73 30 45 90, registered with the Clermont-Ferrand Companies Register, under number 855 200 507,
Microsoft Ireland Operations Ltd
Sandyford Industrial Estate, Atrium Building,
Carmanhall Rd, Sandyford,
+353 1850 940 940
16. Governing Law and Jurisdiction
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).