Legal Terms

© 2020 Telefónica Open Innovation, S.L.U., Ronda de la Comunicación SN, 28050, Madrid, Spain. Registro Mercantil Madrid, Tomo 28.914, Folio: 73, Sección: 8, Hoja M-520642, Inscripción: 1, wayrax@wayra.org

Introduction

These Terms And Conditions Of Use (hereinafter, the "Terms & Conditions") constitute an agreement between Telefónica Open Innovation, S.L.U., with Tax Identification Code B86230562 and with Registered Office In, Ronda de la Comunicación SN, 28050, Oeste 3, 28050, Madrid (also Called "Telefónica") and You or User (whether as a natural or legal person) with respect to the use on your behalf of the different services to be offered by WAYRA X business going forward, "WAYRA X").

Through the WAYRA X Platform, the best Startups can have the opportunity to be anallized by the Telefónica´s Group entrepreneurial company, Telefónica Open Innovation, S.L.U. in oder to evaluate a collaboration or investment.

Your obligations

To respect the use of WAYRA X, You:

1. Must:
   1. You may not accept these terms & conditions If You don´t have legal representation to act on behalf your Startup.
   2. Comply with the TELEFÓNICA instructions related to the use of WAYRA X and all the actions related to it.
2. Must not:
   1. Give access to any third party to the resources involved in the WAYRA X.
   2. You may not assign these terms and conditions or transfer your rights or obligations in any way without the prior written consent of WAYRA X.
   3. Use WAYRA X in a manner that is inconsistent with the reasonable and good faith use of WAYRA X.
   4. Use WAYRA X in a manner that, in WAYRA X's judgment, affects or is likely to directly affect WAYRA X or other WAYRA X users.
   5. Make use of WAYRA X in a manner that may disturb, interfere with, distort or damage the WAYRA X systems.
   6. Make use of WAYRA X fraudulently or in connection with a crime.
   7. Make use of WAYRA X to send, receive, store or knowingly communicate any material that is illegal, unprotected, offensive, abusive, indecent, defamatory, obscene or threatening, is a nuisance or a deception or any other type of material likely to cause an offense;
   8. Use WAYRA X to harass, spy on, annoy, cause unnecessary distress or anxiety to any person, or to pose as another person or act in a manner that can be reasonably considered unpleasant, or is otherwise harmful to others,
   9. Use of WAYRA X in a manner that contravenes any license, code of practice, instructions or guidelines issued by a relevant regulatory authority,
   10. Make use of WAYRA X to send spam or send unsolicited advertising or promotional material.
   11. Make use of WAYRA X to send or transmit anything, content or software material that contains or contains viruses.
   12. Make use of WAYRA X in a manner that may damage the reputation of WAYRA X or any entity within the Telefónica Group, or otherwise lead to WAYRA X discredit or the reputation of third parties.
   13. Make use of WAYRA X in any way that violates copyright , trademarks, confidentiality, privacy or that is used to infringe the intellectual or industrial property rights of third parties.
   14. Own or continue to maintain the licenses, consents and / or notifications required under any applicable law, regulation and / or administrative order to receive and use WAYRA X, if any.
3. Will use WAYRA X only:
   1. In accordance with all applicable laws and regulations.
   2. As provided in these Terms & Conditions and any documentation that is part of WAYRA X;
4. Will not use any documentation that is part of WAYRA X except to support your authorized use.
5. Except as expressly set forth in these Terms & Conditions, You will not (i) modify, adapt, translate, duplicate, disassemble, decompile, re-assemble, reverse compile or reverse engineer or take similar action with respect to WAYRA X for any purpose, or (ii) will attempt to discover the source code or the underlying algorithms of WAYRA X (unless prohibited by current law and then, only to the extent specifically permitted by applicable law, and only after providing WAYRA X a reasonable written notice in advance and with the opportunity to respond).
6. In order to design, modify or develop software or similar services in purpose, scope or function to WAYRA X, will not participate in competitive analysis, benchmarking, use, evaluation or visualization of WAYRA X or create any derivative based on WAYRA X , whether for internal use, licensing or resale;
7. Must comply with the laws in force and will not allow any party, either directly or on its behalf, to fail or violate any of these restrictions.
8. Regarding the maintenance of copyright notices, will not remove or alter any copyright notice in any of the copies of "WAYRA X".

Intellectual and industrial property

All copyrights, names, trademarks, trade names, service marks or any other identifying feature in WAYRA X and its copies, as well as any other distinctive signs, patents, licenses or copyrights are intellectual property or WAYRA X industrial pertaining to WAYRA X.

These Terms & Conditions grant You the limited right to use WAYRA X under the Terms & Conditions and restrictions specified here or in any futher legal obligation that you should accept.

WAYRA X may use your name and/or logo on a list of customers used in market materials provided You consent to WAYRA X by email at WAYRA X´s relevant request.

At any time of signing these Terms & Conditions, any Telefónica´s Group Companies may post a press release announcing your participation in this WAYRA X.

Assignment of image rights

You declare and agree, on behalf of You:

1. That You have given your consent to upload any content in the context of the WAYRA X, (hereinafter, the "Recording") made by you and granted to TELEFÓNICA just for scouting purpose.
2. You give its express consent to TELEFÓNICA, with the scope of attribution and of a non-exclusive nature, without any time or territorial limitation and with the power to assign to third parties, for the use of the rights to its own image, voice, name and, in general, everything related to the right to its own image, with no lime limit, so that TELEFÓNICA and/or third parties may promote and exploit the Recording, just for scouting purpose and just with any Telefónica Group Companies, with no entitlement to any remuneration in regard.
3. That, in respect of any materials used by You as part of the Recording and which are subject to intellectual or industrial property rights, You have sufficient rights. In addition, You state that your image rights and name are not currently assigned to other companies that could in any way prevent or limit this assignment.
4. The consent granted by this Agreement may be revoked at any time in accordance with the provisions of Organic Law 1/1982 on the civil protection of the right to honor, personal and family privacy and image, and You shall compensate TELEFÓNICA for any damages caused at the latter's discretion.
5. You authorize Telefónica to use names an tittles of your projects for mention on the website social media or any other acts or events to related to the Telefónica WAYRA X

No warranties

WAYRA X expressly waives the right to grant any guarantee on WAYRA X.

You understand and expressly accept that the use of WAYRA Xs is at your own risk. WAYRA X is supplied as is and according to availability. TELEFONICA does not guarantee or assume responsibility for the accuracy or completeness of any information, documentation, text, graphics, links or other elements contained in WAYRA X.

TELEFONICA does not give guarantees regarding any damage that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other computer of this type. TELEFONICA also expressly disclaims any warranty or representation to End Users or third parties.

You agree to hold harmless and indemnify Telefónica´s Group Companies and its partners, officers, agents, employees, advertisers or partners from and against (i) any third party claim that arises or is related to its use.

Limitations of liability

In no event shall any of the Telefónica´s Group Companies be liable for any damages (including, without limitation, loss of profits, loss of business, business interruption or loss of information, tax impact…) arising out of your use or inability to use WAYRA X (including your end users), The cost of the acquisition or goods and services of substitutes, the declaration or conduct of third party services or products, even if WAYRA X has been advised of the possibility of such damages.

In no event shall TELEFONICA be liable for loss of data or for indirect, special, or incidental damages (including loss or loss of business, whether direct or indirect, loss or corruption of data), or for any other indirect loss or consequential or for damages based on these Terms & Conditions.

Telefónica´s Group Companies shall have no liability with respect to the content of WAYRA X or any part of the service, including, but not limited to, errors or omissions contained, slanders, infringements of advertising rights, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or disclosure of confidential information.

You will be directly responsible for any damages suffered by Telefónica arising out of any breach of these Terms & Conditions. This obligations are not subject to the liability limitations. You agree to indemnify and save Telefónica harmless from all claims, or for damage to property or of any other third party (including costs and expenses of defending against such claims) from or by whomsoever caused. You agrees to use the Telefónica assets at its own risk and hereby releases Telefónica, its agents and employees, from all claims for any damage or injury to persons (including death) or property to the full extent permitted by law. You agrees that Telefónica shall not be responsible or liable to You, its agents, employees, customers or invitees, for damage or injury to persons or property occasioned by the acts or omission of any other tenant or such tenant's agents, employees, customers or any other person related to these Terms & Conditions.

Confidentiality

1. The information of your Company, your deck, the uploaded video and any information uploaded by you, the Discloser, other non-public information which should reasonably be considered to be confidential. All such information shall be “Confidential Information” for Telefónica, the TELEFÓNICA.
2. TELEFÓNICA may only use Confidential Information for the WAYRA X Purpose and will not disclose, publish or otherwise disseminate Confidential Information to any person or other party whatsoever, except where expressly allowed by this terms and conditions. Each party agrees to keep the existence of this Agreement confidential unless otherwise agreed by both parties.
3. TELEFÓNICA shall be entitled to disclose Confidential Information to its employees, contractors, agents, advisors, any Company of the Telefónica Group provided TELEFÓNICA ensures any such person has a legal obligation to keep the Confidential Information confidential (in the case of employees, contractors or advisor, both during and after their current employment or engagement), on terms no less strict than this terms and conditions. Any disclosure of such Confidential Information by any such employee, contractor, agents, advisor or affiliate will be deemed to be a breach of this terms and conditions by the TELEFÓNICA.
4. The restrictions in this terms and conditions shall not apply to Confidential Information which is:
   1. already known to TELEFÓNICA without restriction before receipt from Discloser;
   2. publicly available through no fault of TELEFÓNICA;
   3. rightfully received by TELEFÓNICA from a third party which has the right to disclose it to TELEFÓNICA without disclosure;
   4. independently developed by TELEFÓNICA without the use of any Confidential Information;
   5. approved for release by written authorisation of the Discloser; or
   6. required to be disclosed by any law or order of a court of competent jurisdiction, recognised stock exchange, regulatory authority, governmental department or agency, providing that prior to such disclosure the TELEFÓNICA shall, to the extent permitted by applicable law, consult with the Discloser as to the proposed nature and WAYRA X Purpose of the disclosure.
5. TELEFÓNICA shall protect the Discloser’s Confidential Information using at least the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, but no less than a reasonable degree of care.
6. Discloser warrants that it has the right to disclose Confidential Information to TELEFÓNICA, but all such information is provided on an “as is” basis with no other warranty, express or implied regarding its accuracy or performance.

Law and jurisdiction

These terms and conditions will be governed by Spanish law. In the event of a disagreement in the interpretation and execution of these Terms & Conditions You and WAYRA X agree to submit to the courts and tribunals of the city of Madrid.

Term and termination

This Agreement shall commence when You apply to the WAYRA X, which means to accept these Terms & Conditions by clicking the acceptance button of the registration form at the end of the registration process, as part of the first phase and once You have been communicated that You are elected to participate in the WAYRA X (“Effective Date”) and continue in force for up to a period of eighteen (18) months.

Notwithstanding the foregoing, Telefónica may, at its sole discretion and without prior notice, terminate these Terms & Conditions, suspend or terminate your access to the WAYRA X Platform or cancel your participation in WAYRA X. Telefónica reserves the right to terminate the WAYRA X at any time.

In addition, Telefónica may terminate this relationship immediately in the event that (i) Telefónica determines, in its sole discretion, that the provision of the web offered to You is prohibited by applicable law or rendered impracticable or unfeasible for any legal or regulatory reason, (ii) Telefónica determines, in its sole discretion, that You breach any of the Terms & Conditions of this document or that You are using WAYRA X, or are acting, in such a way that the use of WAYRA X granted to other clients or on any infrastructure related to Telefónica WAYRA X Platform may be adversely affected or (iii) Telefónica determines, in its sole discretion, that your use of WAYRA X Platform (or by its End Users) poses a risk of security or service that may involve the responsibility of Telefónica or third parties. Upon termination or expiration of these Terms & Conditions, You shall immediately cease and desist from all use and manner of Telefónica WAYRA X Platform;

Forced Suspension. If Telefónica is required to suspend the WAYRA X to comply with an order, instruction or request of government, an emergency services organization, or other competent administrative authority, Telefónica, if possible under the requirement, will use its commercially reasonable efforts to notify You of the requirement to suspend WAYRA X prior to such suspension, Telefónica shall have the right to suspend WAYRA X with immediate effect and without any other formalities and without liability.

Anti-corruption

The Parties declare that they comply with the laws and regulations that apply to them in the fight against corruption, as well as that they have internal policies and procedures to ensure that they are complied with. Each Party shall forthwith communicate to the other the eventual breach of any of these obligations; In such a case, the party receiving the communication shall have the right to request the immediate application of corrective actions.

Conservation and integrity of these terms and conditions and no waiver

The declaration of nullity or invalidity of any clause of these Terms & Conditions, unless they are essential in nature, will not affect the validity and effectiveness of the other clauses.

Failure or delay of any party involved in these Terms & Conditions to exercise or enforce any right, power or remedy under these Terms & Conditions shall not be deemed to be a waiver of such right, power or remedy.

In conformity sign in duplicate, to a single effect, the present Terms & Conditions.

Support services

The requests for Support Services will be answered by WAYRA X as soon as possible by email addressed to wayrax@wayra.org