We recommend that you read these “Terms and Conditions of Use” carefully. If you do not agree to any of the terms and conditions in any of the legal texts below, please do not use our Smart Scalable Content platform (“SSC”). If, after access by you, you continue to browse the Website and use the SSC, we shall consider that:
– You have read and understood the aforementioned legal texts and have accepted them freely, expressly and unequivocally and on an informed basis.
– You undertake to respect the obligations and rules contained in these “Terms and Conditions of Use”.
– You declare that you have been informed, in a transparent manner, of the processing of your personal data and your rights in this regard, under the terms set out in the “Privacy and Data Protection Policy”.
NTT DISRUPTION EUROPE, S.L.U. (“NDE”) wishes to inform you that if you browse our Website and use the Smart Scalable Content platform (“SSC”) and any of the
services we offer through that platform, you acquire the status of user and, therefore, these rules constitute a contract between NDE and the user with regard to use of the Website and of the SSC, their links, underlying systems and any downloadables found on them, as well as, where appropriate, with regard to the provision of the digital content generation services through the SSC, as is established by Spanish Law 34/2002, of 11 July on information society services and e-commerce (Ley de Servicios de la Sociedad de la Información y de Comercio Electrónico, “LSSI”).
OWNER OF THE WEBSITE AND OF THE SSC
NTT DISRUPTION EUROPE, S.L.U. (NDE) is the owner of the Website and of the SSC. Its registered office is in Paseo de la Castellana no. 202, 6o, Madrid (28046), Spain. Its fiscal identification number (N.I.F.) is B-88353586 and it is entered in the Commercial Register of Madrid in volume 39065, section 8, folio 1 et seq., page M- 694055. Our contact email address is firstname.lastname@example.org
Description of the services
The SSC platform enables users to commission the generation of digital content for each of their brands (the “Brand”), which is remunerated out of a plan based on
credits. The number, price, duration, amount consumed for each piece of digital content and the other characteristics of the credits are set out on the Website. The aforementioned digital content may consist of videos, editorials, displays or any other content, the formats and other characteristics of which are described on the Website (the “Digital Content”).
In order to use this service (the “Service”), the user must follow the steps given below:
1.1. To use the Service for the first time, the user will select, on the Website, the credit plans the user wishes to purchase and will fill in the form provided for this purpose. Once users already have their own account, they may directly purchase successive credit plans on the SSC.
1.2. The user will receive an email containing the purchase order for the selected credit plan (which the user must sign and forward to NDE) and an invitation to access the SSC.
1.3. By clicking on the link in the invitation, users will be able to access the SSC and configure their user profile and the Brand for which they want to commission the generation of digital content. In this process, the user will provide the SSC with the information and documents specified in the corresponding forms, which will make it possible to generate Digital Content that is in line with the requirements of the Brand. NDE offers its users a profile and Brand configuration service, the purchase of which by the user is optional.
1.4. Next, and provided that NDE has received payment of the price of the credit plan (under the terms indicated below), the user may make a request for Digital Content to be generated. To this end, the user will define the objective, the region, and the audience for each piece of Digital Content. If the user has already defined them in the past, the user simply needs to select them. The SSC will regularly suggest different themes for each of the selected objectives, regions, and audiences, which the user may choose for the generation of Digital Content. Once the theme of the Digital Content has been selected, the user will complete the request form, indicating the format, the channel and the other relevant aspects specified in the corresponding form, so that the SSC can process the request. Once the request has been sent, the user will await receipt of the master Digital Content item for validation by the user.
1.5. After the user has received the initial version of the master Digital Content, the user will review it. In order to do this, the user will receive an email notification informing them that the Digital Content is available on the SSC, where the user may accept, reject or request changes to the Digital Content. In the latter case, the user will receive a new notification when the requested changes have been made, so that the user can accept or reject them or request new changes.
1.6. After the user has accepted the master Digital Content, the SSC will manage the acquisition of the usage rights of the images, music, videos, texts and other content belonging to third parties which have been used to generate the Digital Content. After this, the SSC will inform the users by email that they can now access the platform to download the Digital Content for its release.
1.7. In the event that the user wishes to request an adaptation of the approved master Digital Content, the user can do this by following the same process as described above. The user will select the master Digital Content to be adapted, will indicate the parameters to be changed and, once the user has received the adapted Digital Content, will review, and accept it as described above.
In addition to the process of generating Digital Content, users may also manage certain parameters of the user account, such as the password, creating new users linked to the Brand ́s SSC account who they want to authorize to access the platform, the notifications they want to receive, and the successive credit plans they want to acquire. Users may also consult the history and status of previously purchased credit plans.
The user will ensure that the user’s authorized users are familiar with and comply, as users, with these Terms and Conditions of Use. Any failure to comply with the Terms and Conditions of Use by an authorized user will be deemed non-compliance by the user.
The user and the user’s authorized users will be solely responsible for choosing a robust password, with an adequate and sufficient level of security, and for safeguarding and keeping the password secret, and it must not be given to any third parties. The user and/or authorized users must not usurp the identify of other users nor falsify authorization to act on behalf of others or of NDE.
Price of the Service
The provision of the described Service is remunerated through:
(i) the payment of a set price for the configuration of the user’s profile and of each of the user’s Brands, if this optional service has been contracted by the user,
(ii) consumption of credits, depending on the number and format of the pieces of Digital Content generated by the SSC and accepted, expressly or tacitly, by the user.
The price of configuring the user profile and the Brand and the price of the various credit plans available are described on the Website. The price for the Service will be paid in advance. The specific conditions governing payment of the price will be specifically stated in each purchase order for a credit plan (and, where appropriate, the profile and Brand configuration service) that the user places.
Once the user profile and the Brand have been configured (after payment of the corresponding price if the user wants NDE to perform the configuration) and the price for the credit plan has been received by NDE, the user may begin to request the creation of Digital Content. The number of credits consumed will depend on the format of the Digital Content requested, as detailed on the Website.
The conditions governing of consumption of credits are as follows:
1.1. The credits corresponding to each piece of generated Digital Content will be deemed to be consumed at the moment when the user, in accordance with the provisions of point 1.5 of the previous section, is informed that the user can download and release that Digital Content.
1.2. Digital Content that is expressly rejected by the user will not consume credits.
1.3. The user may request up to a maximum of three changes to each requested piece of Digital Content, but this shall not involve any variation in the number of credits consumed by the generation of each piece of Digital Content. Once the fourth version of a piece of Digital Content has been delivered, the corresponding credits will be deemed to have been consumed, even in the event that said piece of Digital Content is not accepted by the user. The user may request new changes, but the three following versions of that piece of Digital Content will once more consume the number of credits corresponding to its format, and so on, successively.
1.4. If the user neither expressly accepts nor expressly rejects the Digital Content nor requests changes to the Digital Content within the fifteen (15) calendar days following the date of delivery of any of its versions, that Digital Content will be deemed to be accepted once the indicated review period has elapsed.
1.5. Purchased credits may be exchanged for Digital Content created for any of the Brands that the user has configured in the user’s account.
The user may consume the credits up to six (6) months following the date of their purchase. Once that validity period has elapsed, any credits which have not been consumed will expire. Digital Content whose creation process has begun before the expiry date of the validity period will be delivered by NDE, even after said period, under the terms indicated in the “Description of the Service” section.
NDE reserves the right to review the conditions of the credit plans as regularly as it freely wishes. However, NDE shall respect and maintain the conditions of the plan that the user has acquired for the entire validity period of the purchased credits.
Limitations of use of the Service
The user is obliged to use the SSC, and the Service provided through it, faithfully and diligently, in accordance with the law, morals, good conduct, public order and these Terms and Conditions of Use. Otherwise, NDE will be entitled to refuse the user access without notice and/or bring relevant legal action to require compliance by the user, prevent the violation and obtain compensation for any damage or loss caused.
Cancellation of the user’s account
If the user does not use the Service, as from the third month from the expiry of the validity period of the last credit plan purchased, NDE may cancel the inactive user account without notice, terminating at that moment the contractual relationship between the user and NDE. This cancellation will not entitle the user to receive any type of compensation or reimbursement whatsoever.
INDUSTRIAL AND INTELLECTUAL PROPERTY
The Website, the SSC and all the systems underlying our platform are protected by industrial and intellectual property rights, of which NDE is the owner and/or holds the licence or express authorization for the use and public communication thereof from their legitimate third-party owners. Access and use by the user do not grant the user any rights over the Website, the SSC or the aforementioned systems, except the right to use, for the user’s business purposes, the aforementioned Website and platform with the exclusive purpose of contracting and receiving the Service.
Following notification of availability for download and release, NDE will assign to the user each and every one of the intellectual property rights over the Digital Content to which NDE may be entitled, with the exception of the pre-existing copyrights to which third parties may be entitled over images, music, texts, videos and other content that are part of the Digital Content, and that the user undertakes to recognize and respect.
NDE warrants to the user that before informing the user that it is possible to download the Digital Content of the SSC, it will have obtained the necessary authorizations from such third parties to enable the user, without any territorial limitation and during a total period of three (3) months following the date of that notification, to publicly communicate, transform (expressly including the possibility of developing derivative, composite, collective or collaborative works and the use of fragments), distribute, publish and reproduce in digital channels the images, videos, music, texts and other content created by such third parties or owned by them and which are part of the Digital Content.
In the event that the user wishes to continue using or exploiting said images, music, text, videos and other third-party content beyond the aforementioned three (3) months, the user must inform NDE, which undertakes to process the authorizations from such third parties (with the cost borne by the user) to allow the user to maintain the use thereof for the additional period required in each case. The user undertakes to continue using or exploiting said images, music, text, videos and third-party content only as from the moment that NDE confirms such extension of use has been authorized by the third-party owners.
The user shall indemnify and hold NDE harmless with regard to any claim that such third parties may bring against NDE for any unauthorized use or exploitation by the user of such videos, images, music, texts or other content once the guaranteed period of three (3) months has ended or outside the aforementioned extended period of use.
If you provide us with any ideas, comments or suggestions related to the Website, the SSC, the Service or the underlying systems (“Feedback”), all the intellectual
property rights of that Feedback and any element created as a result of that Feedback (including new material, improvements, modifications or derivative works) will be the exclusive property of NDE and it may use it or disclose it for any purpose.
During the term of the contractual relationship, the user may provide NDE with information and documentation which is not public, related to the user’s business, industrial and intellectual property rights, data (including personal data) and other legal and financial information (the “Confidential Information”), which NDE (a) shall keep confidential indefinitely, (b) shall refrain from using or permitting others to use for any purpose or in any manner that is not expressly permitted in, or is not required by, these Terms and Conditions of Use, and (c) shall refrain from revealing, or permitting others to reveal, to any third parties without obtaining prior written consent from the owner thereof. NDE shall protect the Confidential Information of the user from the unauthorized use, access or disclosure thereof in the same manner as it protects its own confidential information, and with the reasonable diligence appropriate to the industry standard.
These confidentiality obligations will end with respect to any particular information that (i) is known or obtained legitimately by NDE from third parties and free from any duty or obligation of confidentiality, or (ii) is, through no fault of NDE, available to the general public. In addition, NDE may disclose the Confidential Information of the user to the extent that the user has expressly approved in writing that disclosure, or as required by law or by a court or administrative order, provided that NDE immediately notifies the user in writing of the need to disclose the required Confidential Information.
LIABILITY OF THE USER
The user shall be liable vis-à-vis NDE and vis-à-vis any third party for the intentional or negligent breach of the duties of the user deriving from these Terms and Conditions of Use, as well as from the credit plan purchase orders, and shall be subject to compensation by the user for the damage or loss caused. The user also undertakes to hold NDE harmless vis-à-vis any claim, compensation, penalty, fine or sanction that it may become obliged to bear (including the charges, fees and expenses of the professionals participating in defending NDE, even though their participation is not mandatory) as a result of such breach.
In addition, the user shall be solely responsible for the legality, adequacy and accuracy of the advertising and/or promotional messages included, in any format (text, graphics, images, etc.), in the Digital Content generated by the SSC at the user’s request. The user shall hold NDE harmless with regard to any claim (civil, criminal, administrative or of any other nature) that a third party may bring against NDE, for illegal advertising, unfair competition, the breach of specific industry regulations or any other reason, derived from the illegality, falsity or inadequacy of the aforementioned messages contained in the Digital Content, compensating it for any damage (including the charges, fees and expenses of the professionals participating in defending NDE, even though their participation is not mandatory), penalty, fine or sanction deriving, for NDE, from the aforementioned claim.
WAIVER AND LIMITATION OF LIABILITY OF NDE
NDE cannot guarantee the proper functioning of its platform, as this may be hampered, hindered or impeded by circumstances beyond its control, due to the user, to third parties or to cases of Force Majeure. Therefore, NDE shall not be liable for any damage (whether direct or indirect, monetary loss or mental or emotional distress), loss, lost profits, or other costs or harm, which derive from:
– Interference, interruptions, failures, omissions, delays, blocking or disconnections, caused by errors in the telecommunication lines and networks or by any cause unrelated to NDE or attributable to a third party.
– Illegitimate interference through the use of malware of any kind and through any communication medium, such as computer viruses or any other.
– Unfulfilled expectations of the users in relation to the SSC and/or its functionalities or features.
Nonetheless, NDE declares that it has adopted and will adapt, where appropriate, all the necessary measures within its means and the state of the art to guarantee the proper functioning of the SSC and prevent the existence and transmission of viruses and other harmful components to users.
NDE reserves the right to interrupt access to the platform at any time without notice, whether for technical, security, control or maintenance reasons, due to electrical power failures or for any other cause. The temporary interruption of access to the platform and the Service will not entitle the user, due to this sole fact, to obtain any reimbursement of the price of the Service.
Under no circumstances shall NDE be liable vis-à-vis the user for any indirect damage, lost profits or loss of value, consequential, exemplary, special or incidental damages arising out of the breach attributable to NDE of these Terms and Conditions of Use or that is related to it. The total accumulated liability of NDE in that case, whether contractual or of any other type, will not exceed the total amount of the price of the Service paid by the user to NDE.
APPLICABLE LEGISLATION AND JURISDICTION
The registered office of NDE is in Madrid (Spain), NDE is led and managed from Madrid (Spain) and its services have been designed to be valid in Spain, among other countries, and therefore NDE is obliged to comply with, and the users of the Service undertake to comply with, the legislation generally applicable throughout Spain and the European laws that regulate the provision of digital content generation services, understanding that the place of execution of the contract between them is Spain.
NDE and its users, waiving recourse to any other jurisdiction to which they may be entitled, expressly submit to the jurisdiction and authority of the courts of the city of Madrid to resolve any disputes about the use of the SSC and about the validity, interpretation, fulfilment, performance, and discharge of the contract for the provision of digital content generation services.
MODIFICATION OF TERMS AND CONDITIONS OF USE
These Terms and Conditions of Use may be modified. If we make changes, we will notify you in a timely manner so that you can be informed and accept the amendments made. In addition, we will publish them on our platform, always stating the date of the last update made, so that you can consult them whenever you deem it appropriate. Unless otherwise indicated, any amendment will enter into force as of the date indicated in the notification. Your continued access or use of the Service as of the date on which the Terms and Conditions of Use have been modified shall be deemed to be your acceptance of the amended Terms and Conditions of Use.
Date of entry into force: 11/08/2021
Last updated on: 11/08/2021
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