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GENERAL CONDITIONS OF OPEN FUTURE PROGRAMME OF TELEFÓNICA



1. PURPOSE OF THE GENERAL CONDITIONS AND ACCEPTANCE


1.1. Purpose

These general conditions described as follows (hereinafter, “General Conditions”) regulate the relation between TELEFÓNICA OPEN INNOVATION S.L.U., a company registered in Ronda de la Comunicación s/n, Edificio Oeste 1, Madrid (28050), with CIF B86230562 (hereinafter, “TELEFÓNICA”) and the user who access and participate in the calls and/or other services provided by TELEFÓNICA (hereinafter, the “Programme”) through the website www.openfuture.org (hereinafter, the “Website”) and creates a user account (hereinafter, the "USER").

1.2. Acceptance

The acceptance, without any reservations, of these General Conditions becomes essential for the to receive information and participate in the Programme by TELEFÓNICA. The USER declares, in this sense, to have read, understood and accepted these General Conditions, being available, at all times and prior to accessing and using the Programme, on the Website.
The use of the Service is also subject to any notices, regulations of use and technical instructions provided to the USER by TELEFÓNICA by any means, which complete the provisions of these General Conditions as long as they do not oppose them.
Specifically, participation in the calls available on the Website by the USER is also subject to the legal bases applicable to each of the calls, which must be accepted by the USER.
In the cases in which the USER accesses the Programme in the name and representation of a legal entity, the USER accepts and declares that he/she has sufficient powers of representation to bind said legal entity to which he/she represents. In such cases, all actions carried out by the USER as a legal entity will be attributable to the legal entity, and TELEFÓNICA will presume that they have been carried out by the legal entity.


2. DESCRIPTION OF THE PROGRAMME


The Programme is a TELEFÓNICA project that aims to promote entrepreneurship and innovation, through alliances with public and private institutions, with scope in Europe and Latin America, and which are provided to entrepreneurs through the calls available on the Website.

2.1. Requirements for the register in the Programme

For the correct access and / or provision of the Programme, it is necessary and indispensable that the USER meets the following requirements:
a) Have read and accepted these General Conditions, as indicated in the acceptance clause.
b) Have at least 18 years and have full capacity to act.
c) Have a USER account in the Webpage.
d) Any other requirement described in these General Terms.
TELEFÓNICA reserves the right to refuse the participation of any USER who does not meet the requirements or does not comply with these General Terms.

2.2. Features

The features available in the Programme are:
- f) Create an account
The USER must register on the Website to have an account in the Program that allows him/her to access the calls and other functionalities that TELEFÓNICA makes available. To do this, the USER must click on "REGISTER" and, once the account is created, the USER will have access to the content by clicking on "LOG IN".
- e) Participate in calls
In order to participate in the calls, the USER must register through the registration form available at all times and comply with the requirements established in the legal bases of the corresponding call.
The registration in a call does not entail the automatic selection of the USER. The selection of participants will be made in the terms described in each call.


3. TERM


These General Conditions between TELEFÓNICA and the USER will enter into force and will become effective from the date on which the USER accepts them for the first time by clicking on the button that TELEFÓNICA has for this purpose.
From the moment of acceptance of these General Conditions, the register as a USER of the Programme will be understood to have begun indefinitely, as long as the USER does not request his cancellation or some of the circumstances that entail the definitive interruption of the Programme in accordance with these General Conditions occur.


4. COMITTMENTS AND OBLIGATIONS


4.1. USER’s Obligations

The USER undertakes:
a) To use the Programme in a correct and diligent manner, and in accordance with the law, morality, generally accepted good customs and public order, as well as in accordance with these General Conditions and, in particular, to refrain from using it for purposes other than those expressly permitted in these General Conditions.
b) To inform TELEFÓNICA of any incidents that prevent or hinder access to the Programme.

4.2. TELEFÓNICA obligations

a) TELEFÓNICA will provide the Programme in accordance with these General Conditions, on an AS IS basis.
b) TELEFÓNICA will use its best efforts to keep the Programme operational, allowing the continuity of the Programme in appropriate technical and security conditions, except for temporary interruptions due to Programme maintenance services, technical or computer problems such as internet crashes caused by any reason, computer attacks and similar situations that make it temporarily impossible to provide the Programme, or that are alien to TELEFÓNICA. It will be restored when the issues have been resolved.


5. PERSONAL DATA PROTECTION


The conditions of protection of personal data applicable to the Programme, access and use of the Programme by the USER, are regulated through the Website Privacy Policy, available at all times for consultation in the footer of the Website.
The applicable Privacy Policy is an integral part of the General Conditions and must be accepted by the USER together with them.


6. CORRECT USE OF THE PROGRAMME


The USER undertakes to make reasonable use of the functionalities and benefits included in the Programme, i.e., access to the private areas of the Webpage, as well as any other related services or functionalities that TELEFÓNICA and/or its third-party collaborators provide through the Programme. The USER shall be liable to TELEFÓNICA for any use other than the above that which may damage or harm TELEFÓNICA or third parties and, in particular, for any use of the Programme that involves a subsequent resale or marketing of said Programme.
In the event that the USER fails to comply with the commitments contained in this clause, TELEFÓNICA reserves the right to (i) the suspension or definitive interruption of the USER profile of the Programme, (ii), the limitation of access by said USER to the functionalities of the Programme, and (iii) any other action arising from the improper use of the Programme by the USER.
In general, the USER accepts that he will not violate any law, contract, intellectual or industrial property of TELEFÓNICA and/or third parties during the use of the Programme and declares that he is solely responsible for his conduct and content during his use of the Service.


7. INTELLECTUAL AND INDUSTRIAL PROPERTY


The USER accepts that all rights, titles, patents, trademarks, trade secrets and any other right protected by Intellectual and Industrial Property Rights correspond either to TELEFÓNICA and/or, where appropriate, to its affiliates, collaborators, or licensors.
In this regard, TELEFÓNICA and/or, where appropriate, such affiliates, collaborators, or licensors, will retain full ownership of the Intellectual and Industrial Property Rights that belong to them at the time of executing these General Conditions and will also have the Intellectual and Industrial Property Rights related to any content, software, technology and/or documentation. created, developed, modified, improved, or transformed as a result of the provision of the Program.
The USER may not copy, imitate, or use, partially or entirely, the elements subject to Intellectual and Industrial Property Rights of TELEFÓNICA without his prior written authorization.
TELEFÓNICA declines any responsibility regarding the fulfillment and guarantee of the Intellectual and Industrial Property rights associated with the Benefits, in accordance with the provisions of the applicable legislation.


8. THIRD PARTY CONTENT


The Programme may contain links to third-party websites, as well as display third-party content, which in no case are under the control of TELEFÓNICA. If the USER accesses this third-party content, the USER will be subject to the terms governing such content. TELEFÓNICA is not responsible for such content, nor does it offer any guarantee about it.


9. TERMINATION OF THE PROGRAMME


These General Conditions will be extinguished for the general reasons admitted by Law and, especially, for the following:
a) By decision of the USER, communicated to TELEFÓNICA, thirty (30) days prior the termination date, by sending a notification to the email address telefonica@openfuture.org.
b) By unilateral decision of TELEFÓNICA, communicated to the USER prior to the termination date.
c) Breach by the USER of the commitments assumed and the obligations derived from these General Conditions or other applicable conditions.
d) The end of the contract or other basis which regulates the relation between the Start-up and TELEFÓNICA.
In these cases, TELEFÓNICA will proceed to unsubscribe the USER from the Programme, without compensation, indemnity or costs.


10. INDEMNITY


The USER agrees to indemnify and hold harmless TELEFÓNICA, its employees, current and future, directors, contractors, consultants, shareholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (hereinafter, individually and collectively, the "TELEFÓNICA Parties") against all claims, damages, awards, judgments, losses, liabilities, obligations, fines, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and related costs (including, without limitation, court costs, administrative fees, settlement costs and any others incurred in the course of the course to pursue compensation or as a result of activation of insurance premiums for such cause), of every kind and nature, whether known or unknown, foreseen or unforeseen (hereinafter, the "Claims"), including, without limitation, property damage or personal injury, caused by, arising out of or related to (a) USER’s use or misuse of the Programme, (b) any comments or actions you make against TELEFÓNICA in relation to the subject matter of these General Conditions, (c) USER’s violation or breach of any clause of these General Conditions or applicable law, (d) violation of the rights or obligations of a third party, or (e) negligence or willful misconduct. The USER agrees to immediately notify TELEFÓNICA of the existence of any reclamation or similar of those previously mentioned, and to cooperate with the TELEFÓNICA Parties in the defense of such Claims. USER further agrees that the TELEFÓNICA Parties shall have control of the defense or settlement of any Claim. This indemnity is in addition to any other indemnity established in a written agreement between the USER and TELEFÓNICA.


11. DISCLAIMERS


While TELEFÓNICA makes its best efforts to ensure that access to and use of the Programme by the USER is secure, TELEFÓNICA cannot guarantee that the Programme, as well as any action of the USER using the Programme or the servers of TELEFÓNICA's service providers, are free of viruses or other harmful or malicious components. To the extent permitted by law, the USER agrees that in no event shall TELEFÓNICA or its service providers be liable to him or any third party for (a) any loss of profits or any indirect or consequential damages arising from these General Conditions or the Programme, products or sites and products of third parties; (b) unavoidable events due to force majeure; (c) any damages related to loss of revenue, loss of production, loss of profits, loss of business, loss of anticipated savings, loss of opportunity, loss of goodwill or loss of data, whether direct or indirect, and even if foreseeable or if TELEFÓNICA or its service providers have been advised of the possibility of such damages; and/or (d) any other Claim, demand or damage of any kind resulting from or related to these General Conditions arising from: (i) errors of the USER, even if involuntary or without bad faith; (ii) Programme failure; (iii) unauthorized access or use; and/or (iv) any unauthorized activity of third parties, including but not limited to the use of viruses, phishing, brute force or other means of attack against the Programme.


12. ASSIGNMENT


TELEFÓNICA may assign the General Conditions or the rights arising therefrom to any Company of the TELEFÓNICA Group that may provide the Programme in the future, in which case it will notify the USER in the terms provided in these General Conditions, without prejudice to the fact that the latter may request cancellation from the Programme.
The USER may not transfer or assign these General Conditions, or the rights and licenses granted by TELEFÓNICA under them without the consent of TELEFÓNICA.

13. NOTIFICATIONS

All notifications, modifications and communications by TELEFÓNICA to the USER will be made: (a) sending by email to the email address the USER provides; and/or (B) by publication on the Webpage when such information is of a general nature for all USERS. For these purposes, the USER declares that all the data provided are true and correct and undertakes to communicate to TELEFÓNICA all changes related to the information necessary for the management and maintenance of the contractual relationship between TELEFÓNICA and the USER.

14. MODIFICATION OF THE GENERAL CONDITIONS

TELEFÓNICA may make, as long as it deems necessary, at its sole discretion, any change, correction, improvement or modification in the information regarding the object and content of these General Conditions without granting the USER any right of claim or compensation or recognition of an obligation. In case of making material changes, TELEFÓNICA will make its best efforts to give due publicity and dissemination of these modifications, as soon as possible and through the means or means it deems appropriate in each case.
By continuing to access or use the Programme, the USER confirms his/her acceptance of the revised General Conditions and all the terms incorporated in them by reference effective as from the date on which these General Conditions are updated. It is the sole responsibility of the USER to check the General Conditions from time to time to see such changes and ensure that he/she understands the terms and conditions that apply when accessing or using the Service.

15. MISCELLANEOUS

In the event that any of the clauses (or part of them) of these General Conditions is declared contrary to equity or right and invalidated by a judicial body or other competent authority, such invalidity shall not affect the rest of the clauses, which will remain in force in all their terms.
These General Conditions and all the terms to which they refer constitute the entire agreement and commitment between the USER and TELEFÓNICA regarding the purpose thereof.
The fact that TELEFÓNICA does not exercise any right or provision of these General Conditions does not constitute a waiver of said right or provision.
All clauses that, by their nature or because it is stated in these General Terms, must survive the termination of the General Conditions, will continue in full force and effect after any termination of these General Conditions by TELEFÓNICA or the USER. The termination will not limit the rights that TELEFÓNICA holds by law.

16. APPLICABLE LAW AND DISPUTE RESOLUTION

These General Conditions shall be governed by Spanish law. In case of controversy about the interpretation or execution thereof, the USER submits to the jurisdiction of the Courts and Tribunals of the city of Madrid, Spain, waiving his/her right to any other jurisdiction that may correspond.