SERVICE CONTRACT - General Conditions
C21 Live Cloud
The present General Conditions Services ('CGS'), jointly with the additional terms and conditions included in the several Service Orders ("OS"), if any, rules the supply or service delivery to Customers (hereinafter 'the Customer/s') of the services offered by CIRES21, S.L. (hereinafter "CIRES21"), with address in Peru St. B, Office 2, 28280 Las Rozas de Madrid, Madrid (Spain). The agreements between CIRES21 and the Customer regarding the different services will be deemed terminated once CIRES21 receives payment for the afore mentioned services.
1. Registering Process – User identification and passwords.
Once completed the Service registering process, the Customer commits to provide his personal true data in a correct way. The Customer commits to confirm that data before completing the registering process. The completion of the registering process will exempt Cires21 from any responsibility related to the data provided by the Customer; Cires21 understand that the data provided by the Customer in the registering process is accurate, complete and true, regardless of which the Customer commits to communicate any change on that information that would eventually raise. Should the Customer provide inaccurate or incomplete information, Cires21 reserves de right to temporary - once the circumstance has been proved - cancel or not activate the service until the Customer correct those mistakes. Cires21 reserves this right also in the case that the competent authorities (e.g. Banks or credit card companies) reject the payments made by the Customer. After a first activation request of a Service by one Customer, one user identification and a password will be issued, as unique access validation key for the Client to the Services. The parties acknowledge and agree that the User Identification and the Passwords constitutes the only adequate method to identify the Customer to the Services. Therefore, the Customer accepts that shall be responsible of all the acts performed through the use of such user identification and password and shall be binding on him/her. The Customer recognizes that he/she holds exclusive responsibility of those acts performed through the use of his User identification and password and assumes the obligation of keeping both in good custody, safeguarding with due care and diligence and not to communicate to third parties, not even on a temporary basis. In any case, the Customer accepts that the information system and the system records registered on line by Cires21 and/or its providers can be presented and used for the purpose of any investigation of the Competent Authority according to these CGSs. Accordingly and with this base, the parties could establish the corresponding proofs regarding the existence of relationships and/or acts that could be compromised. It is also in effect, for what is worth, the 25/2007 Law and the obligations contained.
Cires21 reserves its right to take legal actions against Customers that act with total unconformity with, in particular, what is established in the present terms and conditions. Cires21 works together with the Public Authorities in all cases when requested to provide information and necessary data to pursue the persons that act, accomplices or persons concealing illegal acts.
Unless provisions in the applicable law, Cires21, regarding the Service delivery, has no general obligation to control the information which transmit or stores, nor holds any obligation to actively search facts or circumstances that could reveal the presence of illegal activities. In any case, Cires21 will fulfil their legal obligations and related to this (as an example) reserves the right to inform immediately to the judicial or administrative authority which performs the control function, in case that obtain actual knowledge of such illegal acts or information, to disclose immediately upon a request of the competent authority, the information in his possession which allow the identification of the Customer with the aim to identify and prevent illegal activities; to act promptly in case that upon a request from the Judicial or Administrative Competent Authority, must impede the access to the services and/or promptly inform the Competent Authorities in case to obtain knowledge of the illicit or harmful character that, for a third party, the use of the services from a Customer could have.
Cires21 shall not act as an arbitrator in the resolution of any dispute between the Customer and third parties regarding the use of content.
The present contract will enter into action the same day the record of the Customer is added to the Users database.
Term of this contract will be extended until the deletion of the Customer registration.
Contract will not be deemed terminated while any of the parties do not express their wish in this sense, as set out in the mentioned Service Provider Proposal, notifying in written to the indicated address indicated in the "Communications" clause of the present contract.
The unilateral resolution of the contract on behalf of the Customer, shall not exempt him from his payment obligations, nor will generate any reimbursement of the quantities paid up-front and corresponding to the minimum membership period, if any.
In any case, the Customer acknowledges and accepts that de-registration in the contracted service will involve the loss of all information related, which by no means will be recovered.
The object of the present contract is to describe the terms and conditions according to which Cires21 will supply services to the Customer at an exchange of the prices covered in the document price list Cires21 Live Cloud service.
Cires21 reserves the right to modify this CGS and the stipulation of the OS in the conditions of the present contract at any time.
Modifications will be made as per established in this General Conditions and according to the applicable law at any moment. The modifications won´t be to the detriment or damage of the Customers.
It will be considered that the Customer accepts the modification if, once this period is over, continues using the services delivered by Cires21.
4. Service Description
Services delivered by Cires21 to the Customer are described within the Microsoft Azure Web page.
Cires21 is entitled to, due to operative reasons, modify the technical specifications of the Services.
Cires21 could, as well, perform improvement, maintenance or restructuring tasks that Cires21 considers necessary in their technology platform to guarantee the best performance of the services. Cires21 will make his best so that the mentioned tasks take the shortest time possible.
5. Use of the service
5.1 Customer must use the contracted service exclusively for the established purpose. Any other use will entitle Cires21 to immediately suspend the delivery of the service until the misuse stops.
5.2 Misuse by the Customer will be considered when the Customer uses the service for a different purpose than provided within the contract, in particular:
a) The use of technical conditions different than the specified in the description of web services Cires21 Live Cloud.
b) The use for ingest, encoding, transcoding, and/or publishing of streams with different characteristics than those specifically indicated in the web of Cires21 Live Cloud.
c) The use for ingest, encoding, transcoding y/o publishing of contents that violates rights of third parties like Intellectual/Industrial Property Rights, as any other content against the law.
d) Any use that compromises the security and/or integrity of the Service being offered.
The Customer hereby declares to be in possession of all the permissions and/or licenses required by third parties for the provision of his activity with the use of all the Cires21 services object of the present contract and commits to keep them all valid while the terms are in place.
7.1 Cires21 don't claim ownership of any multimedia content that is uploaded or transmitted to, or stored, distributed, or processed by, the Service (“Content”). We also don't control, verify, or endorse the Content that the Customer and others make available to, on, through, or from the Service.
7.2. The Customer hereby grant Cires21 and its contractors the right, to view, use, modify, adapt, reproduce, transmit, distribute, display, and disclose Content to the extent necessary (as determined by Cires21 in its sole discretion) to provide the Service, to comply with any law or judicial order, for promotional or similar purposes, or as otherwise permitted by these Terms. Notwithstanding anything to the contrary herein, Customer Content is not considered confidential information, and Cires21 has no obligation to keep such Content as confidential or secret.
7.3. The Customer represents, covenants, and warrants that: (a) has all the rights in the Content necessary to use the Service and to grant the rights in this Section; and, (b) the storage, use or transmission of the Content doesn't violate any law, these Terms, or the rights of any third party.
7.4. The Customer will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including without limitation, any notice sent to the Customer by any person or entity claiming that any Content violates any person's rights, and any other notices; and (d) maintain appropriate security, protection, and backup copies of the Content, which may include use of additional encryption technology to protect the Content from unauthorized access. Cires21 will have no liability of any kind as a result of the deletion, correction, destruction or loss of, or damage to or failure to store or encrypt, any Content.
7.5. The Customer will immediately (upon becoming aware) notify Cires21 in writing of any unauthorized use of: (a) any Content; (b) any account associated with the Service; or (c) the Service. In the event of any such unauthorized use by any third party that obtained access through the Customer, the customer will take all steps necessary to terminate such unauthorized use. The customer will provide Cires21 with any cooperation and assistance related to any such unauthorized use as Cires21 may reasonably request.
7.6. When using the Service, the Customer may be exposed to content and information from a variety of sources (“Third Party Content”). Such Third Party Content may be inaccurate, offensive, indecent, or objectionable. Cires21 is not responsible for any Third Party Content, including the accuracy, usefulness, safety, or intellectual property rights of or relating to any Third Party Content. Cires21 does not endorse any Content or Third Party Content or any opinion, recommendation, or advice expressed therein, and Cires21 expressly disclaims any and all liability arising from the Content or Third Party Content. The Customer hereby waive, any legal or equitable rights or remedies the Customer have or may have against Cires21.
7.7. The Customer acknowledge that Cires21 is not liable for content or any defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with the Customer.
8. Rules Governing.
Customer understands and accepts that the services to provide according the present contract are or could be in the future submitted to laws and regulations that may be subject to change. The Customer accepts therefore that the service can be modified, delayed or even supressed, should a legal disposition become in force. Cires21 will report this matter to the Customer as soon as it comes to their attention and will make its best to diminish damages to the service delivery.
Prices of the services are those in place at any moment as announced in the document price list Cires21 Live Cloud service.
The prices indicated in the document Price List Service Cloud Live Cires21 not include any applicable taxes.
Once the processing of any order has started, Cires21 reserves the full right to apply a penalty for its cancellation.
The applicant-Customer exempts Cires21 of all responsibility against third party due to the infringement of the Customer obligations derived from any of the conditions.
In the case of services with monthly fee mode and without prejudice to the right to terminate the contract Without prejudice or any power to resolve the Contract, in case the Customer neglected the monthly payment of the services and after a written notice from Cires21 claiming for the due balance, one (1) days after such notification and provided that the delay is not related to the fact that Cires21 were in a resolution case, this reserves the right to:
a) Charge interest at an equivalent rate of the price of the money plus an additional 1,5%.
b) Suspend the delivery of the service while the open balance remains unpaid.
In case of services with pay-per-use mode, the Customer accepts the payment of the amount in advance to consume the service. Once you consumed the amount paid is not entitled to use the service. The amount paid will entitle Customer to consume the services according to the price list document Cires21 Live Cloud service with the next considerations:
a) The consumption of services must be made for (1) year o month (depending on type of contract) from the date of payment.
b) Completion of the period of use the customer is not entitled to claim any amount paid.
c) The taxes may be deducted directly from payments made by the Customer
10. Obligation of the parties
Regardless the obligations established in the Annex related to the technical description odf the services, if any, the parties agree the following:
10.1 CIRES21 Obligations
a) Provide the contracts service with utmost diligence.
b) To put at Customer disposition an email address for the attention in case of incidences.
10.2 Customer Obligations
a) Pay on time the charges for the service received.
b) Use the contracted services exclusively for the purpose covered by the contract.
c) Custody in a safe and secure way the keys for the Service administration and operation access.
d) To keep valid all licenses and permissions necessaries for the implementation and development of the present contract.
e) To use compatible devices with the service under this contract and duly homologated and/or authorized, as well as in an adequate security conditions.
11 Force Majeure
None of the parties will be held liable for breaches of its obligations that arise from causes outside the sphere of its foreseeable control or events of Force Majeure inconformity with the definition of such Force within the Civil Code.
12. Limitation of Liability.
12.1 None of the parties excludes nor limits its liability for death or personal injuries resulted from wilful or neglecting conduct.
12.2 Except for the cases of wilful or gross negligence, the full liability of each of the parties, contractual, extra-contractual or any other kind will be limited to the maximum quantity equivalent to the price of one monthly service fee for any kind of loss, damage or prejudice.
12.3 Except for the cases of wilful or gross negligence, the liability of each of the parties, contractual, extra-contractual or any other kind is excluded completely from any damages, loss of business, revenue of profit, emerging damages, impairment or information destruction of the Customer or Cires21, or any other kind of loss, which is not direct result of breach from Cires21 or the Customer.
12.4 Cires21 will not held liability for any damage or injuries resulted for the misuse from the Customer of the service as they are defined in section 5 of the present contract.
12.5 In particular, Cires21 won´t held liability for the lack of availability or malfunctions in the service when its origin is in connection problems from the Customer, from third parties or general malfunctions of the Internet, nor from those derived from third parties without authorization to the contracted service administration and operation area.
12.6 In case the test phase has not taken place due to the Customer, Cires21 will only held responsibility in case of wilful performance.
Customer can terminate any service without a defined cause provided that:
a) Has paid the outstanding balance for the services and;
b) Has paid cancellation charges, if any.
Conflicts, differences or allegations of breaches or contractual breaches must be solved in good will between the authorized representatives of each party.
As such, the contract will be deemed terminated, without notice to the other party, should one of the parties would be legally declared in bankruptcy during the term of the contract.
14. Intellectual Property
14.1 The title and all the Intellectual Property Rights over the equipment, software, operation guides and associated documents, delivered or put at disposition of the Customer as part of the Service or generated in any other way in connection with this contract, shall remain exclusive property of Cires21 or its property holders.
When the Customer is provided with software along with any service, Cires21 will grant the Customer a non- transferable license to use this software solely in connection with the related service.
14.2 The Customer is not allowed to replicate or copy any software license or software and must keep all software licenses as well as to treat any other material subject to Cires21 Intellectual Property Rights as confidential, without making any modification of such material.
14.3 The Customer agrees to sign the agreement or contracts reasonably required by the owner of the Intellectual Property Rights on any material supplied to the Customer under this contract.
14.4 Cires21 agree to indemnify the Customer for any claim or legal procedure whose cause was in the breach (or breach allegation) of any patent, design or copyright, due to use or ownership by the Customer of any software or hardware supplied by Cires21 per this contract. To that extent, the Customer shall promptly notify any breach allegation in written to Cires21, reject any claim related to the breach, to allow Cires21 lead the negotiations and procedures, providing all reasonable assistance and to authorize, at Cires21 prices, the Software or Hardware modification or to obtain the right license to avoid the breach.
14.5 Likewise, the Customer undertakes to indemnify Cires21 for claims or procedures in those situations where the breach is produced due the use of Software and Hardware by the Customer in conjunction with other hardware and software not provided by Cires21 or due to breaches related to designs or specifications made by or by request of the Customer.
15. Confidentiality and Exceptions
15.1 Cires21 and the Customer shall keep as confidential any information obtained through this contract and marked as confidential, or that is confidential by its own nature and shall not transmit to any person (other than their own employees in a need to know basis) without express written consent. This obligation will subsist during the five (5) years following the termination of the contract.
15.2 The previous clause won´t be applicable to the information that was already public domain or was in possession of the receiving party before or in the case that it was acquired by a third party who had right to disclose such information.
15.3 The Customer authorizes Cires21 to advertise for exclusive commercial purposes, the signature of the contract and its execution.
16. Data Protection
16.1 For the purpose of Ley Orgánica de Protección de Datos de Carácter Personal (LOPD), (Personal Data Organic Law: LOPD) Cires21 communicate the Customer the existence of a automated file containing persona data, registered by Cires21 in the Data Protection Spanish Agency being full responsible and being its purpose the management of the relationship derived from this contract, the management of the payments, the delivery of the additional services to the Customers.
16.2 The Customer is hereby that the data included in this document, or voluntarily by any other mean, can be treated by Cires21, by the operators whose action is necessary, by his distributors, agents and associates, for the sole aim of fulfilling the objectives related with the delivery of the contracted service
16.3 The Customer is entitled to obtain information on his data and to ask for rectification, opposition or cancellation by any other media that allows the verification of the submission and reception of such requests. For this purpose, the request can be sent to the following address: C/ Perú nº 6B, Bajo, Oficina 2, 28290, Las Rozas de Madrid, Madrid, with express indication of the reference “Protección de Datos”.
In the request of the Customer it will be included:
1. Name, surname.
2. Photocopy of the National Identity Document.
3. Object of the request.
4. Customer address for notifications.
16.4 The Customer agrees o accomplish with those reglamentary conditions complementary to the present contract that the local Country law and regulations, where the service is being delivered could, be in force.
16.5 Both parties guarantee to own the rights, licenses and allowances necessaries to formalize and comply their obligations according to the conditions of the present contract.
16.6 Cires21 will implement the security measures that result legally applicable to the file that contains the personal information of the Customer. In case that the Customer request Cires21 for the treatment of personal information data for which the Customer is responsible, both parties commit to comply with the provisions of the LOPD and its development regulation.
None of the parties could assign this contract to a third party without the advance written consent of the other party. However, each party authorizes the other part to assign the contract to any company holding participation as shareholder of the other party, provided that this one meets the same guarantees of financial standing and the control conditions provided under the Chpt. 42 of the Commerce Code.
18. Applicable Law and Arbitration
The present Contract will be ruled and interpreted under Spanish Law. Is the will of the parties to expressly waive their right to any other jurisdiction and to submit to arbitration any controversy, question, incidence or dispute among them. Such arbitration shall be binding and its administration is entrusted to the Arbitration Court of the Madrid Commerce Camera.
The relationship between the parties is Client and Service Provider.
As a general rule and without the cases where a specific formality is required, the parties agree to communicate through email, fax and postal mail using the most updated address available. The parties are obliged to keep certification of notifications made to the other party.