Open future_ OFFERS PLACE USER AGREEMENT
These terms and conditions (hereinafter, the "Agreement") govern the access to, use of, and being part of, the Telefónica Open Future_ Offers Place accessible through the Internet web site offers.openfuture.org/ (hereinafter, the "Portal") and services related thereto, provided by and/or coordinated through, Telefónica S.A. (hereinafter, "Telefónica"). Individuals and legal entities registering within the Offers Place (hereinafter, "Users") hereby accept, without any reservations, each and every one of the terms and conditions of this Agreement, as published by Telefónica from time to time (those accessible at the last moment the User logs-in to the Offers Place). The use of the Offers Place may also be subject to any and all additional warnings, regulations or instructions brought to the User's knowledge by Telefónica, which shall complete the provisions set forth herein.
Telefónica provides access to the Offers Place, acting as an online platform where those companies that are participating or have participated in an Open Future_ initiative: Crowdworking spaces, Wayra Academies, Amerigo or Telefónica Ventures (hereinafter, the "Initiative"), can interconnect by seeking out offers provided by entrepreneurs, accelerators, investors, mentors and top level companies related to ICT services worldwide and also by offering their offers to other Users (hereinafter, the “Offers Place”).
The Offers Place may provide access to information, tools, functionalities, services, expertise, connections, documents, and any other relevant element (hereinafter, the “Service”) provided by the Provider to certain User.
3. CONDITIONS TO ACCESS AND TO USE THE OFFERS PLACE
3.1. Registration, free nature of the access and use of the Offers Place
Telefónica facilitates access to the Offers Place free of any charge but requires registration by Users prior to have a complete access to the Services. Users may register as:
- Service User: restricted for those individuals and/or legal entities which have been or are currently participating in the Initiatives.
- Provider: to become a Provider you will need to supply us with a list of information (e.i.: Company name, services and offer description (duration and specific details of the offer), etc…) which will enable us to evaluate the possibility to include you as a Provider. In any case, Telefónica reserves the right, at its sole discretion, to accept or not an offer or service description submitted by a Provider for the Offers Place. In case Telefónica accepts the Provider’s offer, such Provider will be able to load its offer to the Offers Place and obliged to maintain such offer in the conditions under which Telefónica gave its consent.
In both cases, Users will need to create a personal password, which shall be kept as confidential.
Even though certain information posted on the Offers Place may be publicly displayed /publicly available, in case any User may be interested in full access to the Services and/ or contract it, the User shall be required to log in.
3.2. Obligation to use the Offers Place and the Services correctly
The User undertakes to use the Offers Place and the Services in accordance with the law, this Agreement and with generally accepted ethics, proper conduct and public order. The User agrees not to use the Offers Place or the Services for purposes that are illegal, prohibited by this Agreement, that infringe the rights and interests of third parties or that in any way may damage, render useless, overload or deteriorate the Offers Place and the Services, or prevent the normal use or enjoyment of said Offers Place and Services by other Users.
3.3. Content posted on the Offers Place
3.3.1 Correct use of the Content
Users will have access to offers, information, messages, graphics, drawings, images, logos, brands, sound files, and, in general, any type of material posted on the Offers Place (hereinafter, the “Content”).
Users undertake to use the Content diligently, correctly and in a legal manner and, in particular, undertake to abstain from (a) using the Content for purposes that are in violation of the law, of generally accepted ethics and proper conduct and public order; (b) reproducing or copying, distributing, permitting access to the public by any means of public communication, transforming or modifying the Content, unless granted the authorization to do so by the relevant rightholder or otherwise in compliance with applicable laws; and (c) deleting, avoiding or manipulating the "copyright" and other identifying data as to the rights held by Telefónica or other titleholders incorporated into the Content, as well as any technical protection, digital fingerprints or any other elements legally incorporated into the Content.
3.3.2. Prohibited Content
The User agrees not to post, email, or otherwise make available on or through the Offers Place any Content:
- that is unlawful, harmful, threatening, abusive, harassing, defamatory, or libellous;
- that impersonates any person or entity, or falsely states or otherwise misrepresents the User’s affiliation with a person or entity;
- that includes personal or identifying information about another person without that person's explicit consent;
- that is false, deceptive, misleading, or deceitful;
- that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or content that the user does not have a right to make available under law or contract;
- that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
- that disrupts the normal flow of dialogue with an excessive amount of content (flooding attack) to the Service, or that otherwise negatively affects other users' ability to use the Service;
- that could be against Telefónica Group Business Principles in force at any given time and which, as at today’s date, are posted on: http://www.telefonica.com/en/about_telefonica/html/strategy/principactua.shtml
Telefónica has, at its sole discretion, the right (but not the obligation) to delete or deactivate the User’s account, block the User’s email or IP address, or otherwise terminate the User’s access to Offers Place, immediately and without notice, and remove and discard any content within the Offers Place, if Telefónica believes that the User has breached the Agreement or committed a criminal offense.
3.3.3. Rights on Content posted on the Offers Place
The Provider retains copyright and any other intellectual property rights that it may hold on Content which he/she posts on the Offers Place. By posting Content, the Provider grants to Telefónica a perpetual, worldwide, royalty-free, and non-exclusive license to use, copy, modify, publish, publicly display, and distribute any Content, which the Provider posts on or through the Offers Place (hereinafter the “License”).
The Provider agrees that this License includes a right for Telefónica to make such Content available to other companies, organizations or individuals on or through the Offers Place or their respective relevant portals.
By posting any Content on the Offers Place, the Provider represents and warrants that he has the rights, powers and authority necessary to do so, and to grant the above License.
3.4. Liability for damages
The User will be liable for the damages and losses of any kind that Telefónica or any other related third parties suffers, directly or indirectly, as a result of any breach of this Agreement or applicable laws in respect of its use of the Offers Place.
4. PERSONAL DATA
In order to access the Offers Place and some of the Services, Users may provide certain personal data (hereinafter, the "Personal Data") when registering therein.
6. USE OF THE OFFERS PLACE, OF THE SERVICE AND THE CONTENT ARE THE EXCLUSIVE RESPONSIBILITY OF THE USER
The Users acknowledge and voluntarily accept that the use of the Offers Place, the Services and the Content shall be, in any event, its sole and exclusive responsibility.
The interactions or transactions that might take place between the Users on the Offers Place are solely between such Users (as Service User and Provider). The Users understand that all information which may be accessible as part of, or through the User’s use of, the Service are the sole responsibility of the person from which such Content is originated. Users should make appropriate investigation before proceeding with any online or offline engagement and transaction with other Users of the Service.
Telefónica does not pre-screen or approve, and is not responsible for Content made available through the Offers Place by the Users. The Users agree that Telefónica shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between the Users, Telefónica is under no obligation to become involved. In the event that the User has a dispute with one or more other Users, the User hereby releases Telefónica, its officers, employees, agents and successors in rights, from claims, demands and damages (direct or indirect, actual and consequential) of every kind or nature, arising out of or in any way related to such disputes and / or the use of the Offers Place.
7. EXCLUSION OF GUARANTEES AND LIABILITY
UNDER NO CIRCUMSTANCES SHALL TELEFÓNICA BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM ANY ASPECT OF THE USER’S USE OF THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE PORTAL OR THE SERVICES, FROM INABILITY TO USE OR ACCESS THE PORTAL OR THE SERVICES, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE PORTAL OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY INFORMATION OR ADVICE, OR OTHER SERVICES OR PRODUCTS, RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
8. TERM AND TERMINATION
Initially, the access to the Offers Place and other Services shall have an indefinite term. However, Telefónica is entitled to terminate or suspend the access to the Offers Place and other Services at any time. When reasonably possible, Telefónica will issue prior notice as to the termination or suspension of the access.
9. APPLICABLE LAW AND JURISDICTION
This Agreement and the relationship between the User and Telefónica shall be governed by the laws of Spain without regard to this conflict of laws provisions. Each party hereby consents that any disputes concerning the Offers Place, the Service and the present Agreement shall be submitted to the exclusive jurisdiction of the Courts of the city of Madrid, Spain.