Terms and conditions of Use

Welcome to the Michelin System To System Service Catalog, provided by Manufacture Française des Pneumatiques Française (MFPM) (hereafter referred to as "Michelin" or "we"). The Michelin System To System Service Catalog is a portal available at connect.michelin.io (the “Portal”) to improve your own websites or applications (Your “Application”).

By using Michelin APIs and Content, you accept to be bound by these Michelin API Terms of Use (the “Terms”) and you represent and warrant that you have full legal authority to bind the entity that employs you (all references to you in these Terms refer to you and that entity). 

Please take the time necessary to review that Terms. If you do not agree with these Terms or if you are not authorised to bind your entity, please do not use our Michelin APIs.

You may not use Michelin APIs if you are under 18 years.

 

  1. Registration – User Account

To use our API and Michelin Content’s, you must register for a user account (the “User Account)”. To register for a User Account, you must provide us with first name & last name, email address, the name of the company that employs you and a password to enable you to access your User Account and use our API Michelin Content’s. You agree not to share your login credentials with any other person, even with another employee of your company. You agree to notify us immediately of any unauthorized use of your login credentials, User Account or any other breach of security. For more details on the way we process Personal Data in relation to the User Account, please refer to our Privacy Policy

From the time you have registered with a User Account, you can require the authentication key necessary to use the concerned API and Michelin Content’s. You undertake to use this authentication key and the API and Michelin Content’s only in compliance with the Documentation.

 

  1. Your representations and warranties

You represent and warrant that:

  • all information you have provided and will provide to us is true, correct and complete in all respects;
  • your obligations under these Terms do not violate any law, to the extent applicable, or breach any other agreement to which you are bound;
  • any materials you provide, create or develop that are in any way related to these Terms and your Application, or the use thereof, do not and will not infringe any Intellectual Property Rights of any third party; and
  • you are not a person barred from using or receiving Michelin APIs or Content under any applicable laws.

You will not use API and Michelin Content’s to encourage or promote illegal activity or violation of any third-party rights.

You will only access the API and Michelin Content’s by the means that described in the Documentation of that API and Michelin Content’s. You will not misrepresent or mask your identity or your company’s identity when using the API and Michelin Content’s or User Account.

You must use the API and Michelin Content’s and Content in a lawful manner, and must obey all applicable laws, rules, and regulations.

 

  1. Support

We have no obligation to provide support, maintenance, updates, upgrades, modifications or new releases of any API and Michelin Content’s, except if specifically agreed by writing in a separate agreement. We reserve the right to limit, modify, or terminate any capabilities or API and Michelin Content’s offered hereunder at any time.

 

  1. Data Protection Laws

We confirm that you will comply with applicable data protection laws. With respect to the use of your Personal Data, please read carefully our Privacy Policy. If when you access the Content through API and Michelin Content’s, limited Logged in User \ web user Personal Data are provided to us, you will be the data controller and we will be the data processor. We will, to the extent that we are a data processor, process such Personal Data in accordance with these Terms, the concerned Documentation and your lawful instructions reasonably given by you to us from time to time.  We will implement appropriate technical and organizational measures to protect such Personal Data. We will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions. Details will be provided for in the Documentation.

YOU AGREE THAT WE MAY MONITOR USE OF API AND MICHELIN CONTENT’S TO ENSURE QUALITY, IMPROVE OUR PRODUCTS AND SERVICES AND VERIFY YOUR COMPLIANCE WITH THE TERMS.

 

  1. Intellectual Property and License

We and our licensors own, and shall retain, all rights, title and interest in the patents, copyrights, moral rights, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Michelin APIs, Content, Michelin Trademarks and Documentation, any derivatives of the foregoing (collectively, “Michelin IP”).  Michelin IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in Michelin IP not expressly granted to you in under these Terms are reserved.

No title to or ownership of any Michelin IP is granted or otherwise transferred to you under these Terms. No rights on the Michelin APIs and Contents is granted by us to you other than those expressly stipulated in these Terms. Any reproduction and/or representation of the Contents in any form or by any means whatsoever by you without our prior authorization is strictly prohibited.

Nothing in these Term, grants you any rights to use any Michelin Trademarks.

Subject to your compliance with these Terms and the payment by you of the due amounts if the Michelin API is not provided for free, we grant you a non-exclusive and non-transferable right to use the Michelin APIs and Content in the Territory. You are not authorized to transfer or grant a right to use the Michelin APIs and/or Contents to a third party, free of charge or for payment, in any way whatsoever.

You shall not:

  • alter or remove any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels appearing on or in the Michelin APIs or Contents or any reproduction thereof;
  • sublicense (or purport to sublicense), distribute or disclose any of the Michelin APIs or Content, in whole or in part, to any third party;
  • distribute or otherwise provide all or any portion of the Michelin APIs and Contents outside of the Territory or otherwise use or export any Michelin APIs or Content in violation of applicable laws or regulations;
  • engage in any activity, including the development or distribution of any software (whether in the form of object code or source code), that interferes with, disrupts, damages, or accesses in an unauthorized manner any platforms, servers, or systems, owned by us or any third party;
  • make any statements that your Application is approved or otherwise endorsed, or that its performance is guaranteed, by us;
  • decompile, reverse engineer, disassemble, rent, lease, loan, distribute, or, create derivative works from the Michelin APIs or Content or any portion thereof, except within the limits permitted by law and in compliance with Michelin IP;
  • use the Content, or extract, scrape or otherwise deconstruct any of the Content, for using individual data elements, combining data elements, compiling, enhancing, verifying, supplementing, or otherwise modifying databases, lists, or directories of any kind;
  • attempt to circumvent any security measures or technical limitations;
  • to perform reverse engineering operations or to decompile or disassemble the Michelin APIs or Contents
  • use the Michelin APIs or the Content in any manner or for any purpose that violates any law or any right of any person, including but not limited to any Intellectual Property Rights or rights of privacy;
  • not to use any of the Michelin APIs in conjunction with APIs of competitors, unless expressly agreed;
  • otherwise use or exploit the Michelin APIs or Content for any purpose other than as expressly permitted by these Terms.

 You undertake to display and not to damage, modify and/or remove the copyright notices and statements of Michelin and any of their suppliers whose names appear in the Contents.

You undertake to take all necessary measures to ensure that end-users comply with the restrictions on use of the API and Michelin Content’s.

You also undertake not to use Michelin APIs and/or Content in a manner which could damage their performance, accessibility and availability, to receive or transmit illegal, defamatory or counterfeit information and content.

In the event you send us data, we undertake not to use it or its content for purposes other than provision of the Michelin APIs and Contents. We will put technical and organizational measures in place that comply with industry standards to protect such data against accidental or illegal destruction, accidental loss, modification, disclosure or unauthorized access.

You may not: (i) claim or register ownership of Michelin IP on your behalf or on behalf of others; (ii) sublicense any rights in Michelin IP granted by us; (iii) import or export any Michelin IP to a person or country in violation of any country’s export control laws; (iv) use Michelin IP in a manner that violates these Terms or laws; or (v) attempt to do any of the foregoing.

Open Source Software. The Michelin APIs or Content may contain software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library GPL (“Open Source Software”). In such a case, it will be expressly set out in the Documentation. To the extent any such license requires terms with respect to such Open Source Software that are inconsistent with these Terms, then such rights in the applicable Open Source Software license shall take precedence over the rights granted under the Terms, but solely with respect to such Open Source Software. You agree not to use any Open Source Software in the development of your Application in such a way that would cause any portions of the Michelin APIs or Contents to be subject to any Open Source Software licensing terms or obligations.

Feedback. If you transmit to us any unsolicited submission or any feedback, in writing, orally, or otherwise, you grant us a royalty-free, fully paid, transferable, sublicensable, non-exclusive, irrevocable, perpetual, unrestricted, worldwide license to publish, transmit, perform, display, modify, create derivative works from and otherwise use or exploit such feedback and any related intellectual property rights for any purpose, in any media, now or hereafter known, without any credit, notice, approval or compensation to you. Without limitation thereof, you agree that we are free to use any ideas, concepts, know-how or techniques contained in any feedback you provide for any purpose whatsoever, including, without limitation, developing and marketing products, services and content. Furthermore, any feedback you transmit to us, even if marked as confidential, shall not create any confidentiality obligations on us unless otherwise agreed in a separate, signed agreement.

 

  1. Fees

Our Michelin APIs and associated Content can be made available for free or for a consideration. If a fee is required, the rate, the metric, the currency and the invoicing method are set out in the corresponding Documentation. We may revise the fees at any time. However, we will provide you with at least 30 days’ prior notice before revisions become applicable to you (or a longer period of notice if this is required by applicable law).

All fees and other charges described in an invoice shall be deemed to be exclusive of all sales, use, value-added taxes, income, gross-receipts and other taxes, as well as all duties, excises, levies, assessments and the like in connection with the use of Michelin APIs and Content, and you shall be responsible for and pay all taxes which are levied or based on these Terms (excluding any taxes that are assessed on our net income).  Therefore, payment of fees under these Terms shall be made in full, free and clear of any deductions and set-offs and without deduction of any taxes now or after withheld or assessed by any governmental authority. 

 

  1. Term & Termination

You are bound by these Terms upon the date you create a User Account and until these Terms are terminated by you or us. You may terminate these Terms by stop using Michelin APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide us with prior written notice and upon termination, cease your use of the concerned Michelin APIs and Content. Fees, if any, are due until the termination date and fees already paid will not be reimbursed.

We can decide at any time to terminate these Terms and stop making any of our Michelin APIs or Content available for you for any reason and without liability or obligation to you. In such a case, we will give you a prior notice of thirty (30) days. We may suspend your User Account and your ability to use Michelin APIs and Content if you use Michelin APIs, Content or User Account in a prohibited manner or otherwise if you do not comply with any provision of these Terms.

Upon any termination of the Terms or discontinuation of your access to Michelin APIs, you will immediately stop using the Michelin APIs, cease all use of the Michelin Brand Features and delete any cached or Catalog content if any.

 

  1. Indemnification

Unless prohibited by applicable laws, you agree to defend and indemnify us and our respective agents, licensors and service providers against any claim, suit, demand, loss, liability, damage, action, or proceeding relating to any allegation from a third party legal proceeding that result from  (i) your breach of any provision of these Terms; (ii) any content or data routed into or used with Michelin APIs or Content by you, those acting on your behalf or your end-users; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) any infringement of third party intellectual property rights by you.

We agree to defend and indemnify you against any claim, suit, demand, loss, liability, damage, action or proceeding relating to any allegation from a third party on the grounds of infringement by the Michelin APIs, Michelin Trademarks or Content of any intellectual property right belonging to the said third party, provided that (i) you notify us of the allegation or action by the third party within 15 days after this comes to its notice; (ii) you allow us to be in sole charge of managing the defense and any negotiations conducted with a view to reaching a possible settlement with the third party, and (iii) the infringement of intellectual property rights is not due to your failure to comply with the obligations arising from these Terms.  We shall compensate you for any damages awarded against you by a final court decision or by a final settlement agreement approved by us and based solely on the demonstration of such an infringement.

 

  1. Limitation of Liability

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER US OR OUR LICENSORS OR SUPPLIERS MAKE ANY SPECIFIC PROMISES ABOUT MICHELIN APIS AND THE CONTENT. WE PROVIDE MICHELIN APIs AND THE CONTENTS “AS IS”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY US OR OBTAINED BY YOU FROM OR THROUGH MICHELIN APIS CREATES OR IMPLIES ANY WARRANTY FROM US TO YOU, TO THE EXTENT PERMITTED BY THE LAW. IN PARTICULAR, WE DO NOT GUARANTEE THAT THE MICHELIN APIS OR CONTENT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT WE WILL CORRECT ANY DEFECTS OR ERRORS IN THE MICHELIN APIS OR CONTENTS; OR THAT THE MICHELIN APIS OR CONTENTS ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA AND CONTENT YOU ACCESS OR DOWNLOAD THROUGH THE MICHELIN APIS IS DONE AT YOUR OWN RISK.

WHEN PERMITTED BY LAW, WE AND OUR LICENSORS OR SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLORY OR PUNITIVE DAMAGES AND FOR LOSS OF PROFIT OR SALES, LOSS OR CORRUPTION OF DATA, DAMAGE TO BRAND IMAGE. IN ANY CASE, OUR TOTAL LIABILITY HEREUNDER, ALL LOSSES INCLUDED, SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED AN AMOUNT EQUAL TO THE HIGHER OF THE FOLLOWING AMOUNTS: (i) 1000 EUROS OR (ii) TOTAL AMOUNT YOU PAID TO US (IF ANY) DURING THE TWELVE (12) MONTHS PRECEDING THE OCCURRENCE OF THE FACT GIVING RISE TO LIABILITY.

LIMITATIONS OF LIABILITY SHALL NOT APPLY IN THE EVENT OF (I) FRAUDULENT FAULT; (II) DEATH OR PHYSICAL INJURY. THIS "LIABILITY" CLAUSE WILL REMAIN IN FORCE EVEN AFTER THE CONTRACT HAS COME TO AN END, FOR WHATEVER REASON. ANY CLAIMS RELATING HERETO MUST BE SUBMITTED TO MICHELIN WITHIN ONE YEAR FOLLOWING THE OCCURRENCE OF THE EVENT GIVING RISE TO A CLAIM, FAILING WHICH THEY SHALL LAPSE.

 

  1. Confidentiality

You agree to hold all Confidential Information in strict confidence, not to disclose, distribute or disseminate the Confidential Information or information derived therefrom in any way to any third party and not to use the Confidential Information for your own benefit or the benefit of others, or for any purpose except in connection with your rights and obligations under these Terms. You agree to ensure the protection of all Confidential Information from unauthorized disclosure and in any event, to take precautions at least as great as those taken to protect your own information of a similar nature, but in no event less than the equivalent of a reasonable degree of care. Upon our request, you will return or destroy (and certify such destruction) all materials, in any medium, that contain, embody, reflect or reference all or any part of any Confidential Information. You acknowledge that breach of this section may result in irreparable harm to us, for which money damages may be an insufficient remedy, and therefore we will be entitled to seek injunctive relief to enforce the provisions of this section without requirement of posting a bond or providing special evidence.

These confidentiality obligations will not apply to Confidential Information to the extent that you can prove that such Confidential Information: (a) is or has become publicly known (other than through unauthorized disclosure); (b) is disclosed to you without obligation of confidentiality from a third party who has the right to disclose such information without restriction and not indirectly from us; or (c) is independently developed by you without any use of or reference to our Confidential Information and without violating our proprietary rights.  In addition, you may disclose our Confidential Information if required by court order, governmental demand, or other compulsory legal process, provided that, if legally permitted to do so, you first notify us in writing in advance to give us an opportunity to seek a protective order or other relief.  We have the right to disclose portions of these Terms to our regulators in the exercise of their statutory authority or to our independent auditors or to enforce our rights under these Terms. 

 

  1. Audit

With prior, written notice of thirty (30) days sent to you, we will be able to check that you are complying with all their contractual obligations stipulated in these Terms. These audits will not take place more than once a year and will be carried out by an independent auditing company appointed by us. Any audit will be carried out during working hours. As soon as possible, you will provide the auditors with information and support required for carrying out each audit, by giving them access to your Applications, systems, databases, products, books, registers and files. Auditors will be bound by a confidentiality obligation that will cover all information received during the audit, provided that such information and any report written by the auditors can be used in court for us to enforce our rights.

 

  1. General Provisions

Commercial reference. You shall not issue any press release or general marketing communication or make any other public statements concerning these Terms, or our relationship without our express prior written consent. We shall be entitled to refer to your use of our Michelin APIs in our commercial documentation, press releases and/or any other external documentation.

Relationship of the Parties. We are independent contractors and nothing in these Terms shall make us joint ventures, partners, employees, agents or other representatives of the other party. Neither party shall make any representation that suggests otherwise.

Entire Agreement. These Terms, together with all documents referenced herein such as the Documentation and the Privacy Policy, set forth the entire understanding and agreement between you and us, and supersedes all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of these Terms.

Amendment; Modifications. We reserve the right to modify the provisions of these Terms at any time. You can always find the most recent version of these Terms. We may modify these Terms by posting a new version at terms-and-conditions-use, so please continue to check this Terms of Use, from time to time. To the fullest extent permitted under applicable law, your continued use of your User Account, Michelin APIs and Content after any such modification constitute your acceptance of these Terms as modified. If you do not agree to any modification of these Terms, you must immediately stop accessing and using your User Account, Michelin APIs and Contents.

Severability; Headings. If any provision of these Terms is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Any invalid provision will be replaced by a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect these Terms.

Waiver. The failure of any party to insist on or enforce strict performance of any provision of these Terms or to exercise any right or remedy under these Terms or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.

Assignment. You may not assign any of your rights or delegate the performance of any of your obligations under these Terms without our prior written consent. We reserve the right to assign these Terms or any right or obligation under these Terms to an Affiliate without consent. We may assign any rights or obligations under these Terms, in whole or in part to any company belonging to the same group of companies or to which the assets including the concerned APIs would be transferred.

Language. You accept these Terms and all related documents to be in the English language. If this Terms is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.

Subcontracting. We may subcontract, in whole or in part, the services incumbent upon it hereunder, but shall remain solely liable for the performance of any subcontracted obligations. 

Force Majeure. We shall not be liable for any delays, non-performance of its obligations or damage caused by a force majeure event, such as those normally accepted by applicable law.

Notices. You agree that all notices to you may be given electronically, sent to the electronic mail address provided by you during the registration of your User Account. You agree that all notices to us shall be sent by certified or registered mail, return receipt requested, to the address mentioned in the appropriate Documentation.

Governing Law and Competent Jurisdiction. THESE TERMS SHALL BE GOVERNED BY THE LAW OF THE COUNTRY WHERE THE MICHELIN ENTITY MENTIONED IN THE DOCUMENTATION OF THE CONCERNED MICHELIN APIs IS LOCATED. ALL DISPUTES OF ANY KIND ARISING IN CONNECTION WITH THE INTERPRETATION, PERFORMANCE AND/OR TERMINATION OF THESE TERMS SHALL BE SUBJECT TO THE COURTS IN THE JURISDICTION OF WHICH THE ABOVE-MENTIONED MICHELIN ENTITY IS LOCATED, NOTWITHSTANDING THE PRESENCE OF MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.

 

  1. Definitions

“Affiliate” means, for purposes of these Terms, with respect to Michelin, mean and include all affiliates and subsidiaries of la Manufacture Française des Pneumatiques Michelin (MFPM) and any affiliate or subsidiary of a company that controls directly or indirectly MFPM.

“API” means application program interfaces that format, encrypts, and decrypts messages transferred between your Applications and our Content as specified in the applicable Documentation and which may be provided to you on the Portal as software in object code format or as sample code or code snippets.
“Application” means software programs that you develop to interoperate with the Michelin APIs using the Michelin APIs in accordance with the applicable Documentation.
“Confidential Information” means any non-public data or information, oral or written, that relates to us, including, without limitation, Michelin IP, and other technical, business, product, marketing and financial information, pricing, plans, data.

“Content” means the various items to which Michelin APIs give access, including but not limited to maps, itineraries, images, photographs, articles, points of interest, geographic coordinates (x;y), data, brands and logos;

“Control” means, with respect to any entity, the power to direct or cause the direction of the management and policies of such entity through direct or indirect ownership of more than fifty percent (50%) of the voting securities entitled to elect the board of such entity (or equivalent ownership interest), but only for so long as such control exists.

“Documentation” means collectively, the operating instructions, user manuals, and other documentation, in written or electronic form, made available to you on the Portal to be used in connection with the concerned Michelin APIs.
“Forum” means the means provided on the Portal to allow you to post messages, upload content and/or otherwise communicate with other users and us.

“Intellectual Property Rights” or “IP” means patents, copyrights, trade secrets, design rights, data rights, mask work rights, moral rights, Trademarks and any other intellectual property rights anywhere in the world, and registrations and applications for any of the foregoing.
 “Personal Data” means information that identifies or can identify an individual directly or indirectly or as otherwise defined by applicable law.

“Territory” means any territory in which we provide access to the respective Michelin APIs.
“Trademark(s)” means all trademarks, service marks, logos, trade dress, trade names, and service names, all registrations and applications for any of the foregoing, all goodwill associated with any of the foregoing, and all similar or related rights anywhere in the world.

 

Date : 2023, January