IMPORTANT: PLEASE READ THESE TERMS &CONDITIONS CAREFULLY BEFORE CONTINUING WITH THE USE OF THIS SERVICE
These Terms And Conditions Of Use (herein after, the "Terms & Conditions") constitute an agreement between Telefónica Digital España S.L.U., with Tax Identification Code B-83.188.953 and with Registered Office In Madrid, Calle Gran Vía Nº 28, Zip Code 28013 (also Called "Telefónica") and You (whether as a natural or legal person) with respect to the use on your behalf of the different services to be offered by Telefónica's Activation Programme business going forward, "The Service "Or" Activation Programme "), within the framework of the " Activation Programme "of Telefónica.
The acceptance without reservations by You of these terms & conditions is essential to be able to participate in the eligibility process of a various specifics activations programmes described below.
In all these activation programmes these terms & conditions should apply and should be accepted by You. The different activation programmes will have their own legal particularities that should be accepted from time to time if any further obligation can apply to them. If You are an individual, representing an entity, You acknowledge and warrant that You have the appropriate authority to accept these Terms & Conditions on behalf of such entity.
If You do not accept these terms & conditions or do not intend to be legally bound by them, do not access or use any of the Telefónica’s Group platforms or any of the Telefónica Group partner platforms. You may not use the services and may not accept these terms& conditions If You don't have legal representation to act on behalf your entity.
Through the different activations programmes of the Telefónica Group, the whole specific ecosystems of talented people and entities can have the opportunity to develop their skills with the Telefónica Group resources and the Telefónica Group meets with the best talented people or entities in the world.
1. CARRIER BILLING ACTIVATION PROGRAMME:
The Carrier Billing Activation Programme consists on integrating a digital service with carrier billing as payment method.
The conditions of the programme are:
• The % revenueShare per transaction Will be 0% during the programme
• The paymentsWill be made through an aggregator.
• Access to technological infrastructure, connectivity, technical support and multidisciplinary advice from a wide network of experts.
• Term: 1 month to integrate + 3 months alive
The start ups to be in the programme must have these conditions:
• Develop its business around 4 sectors: digital services, ticketing, parking, transport
• Maturity enough: a consolidated base of customers
• Functional product defined or a validated technology.
• Solution aimed at monetizing the market in Spain
Additionally, thanks to the collaboration with Wayra, startups will have access to the redeem of several offers and discounts in different softwares and cloud storage credits.
After the completion of the 4 months of the program, the results obtained and the possible points of improvement will be assessed with the purpose of a possible commercial offer to the participating start ups.
2. ACTIVATION PROGRAMME by IoT&BigData Business unit:
a) The IoT Activation Toolkit includes the following:
(i) Telefónica's SIMs.
(ii) Modules and devices to test IoT solutions;
(iii) Notwithstanding the foregoing, Telefónica or IoT reserves the right, at its discretion, to assign in each specific case the number of SIMS and
(iv) In addition, companies will be receivingHW devices only if they do request LPWA connectivities as main connectivity along the programme
• Access to Telefónica IoT Connectivity that includes:
(i) 6 months free connectivity
(ii) Access to Telefónica's IoT connectivity platform.
(iii) Connectivity management: inventory, consumption control, calls to report APIs and other exclusive features.
(iv) Additionally, thanks to the collaboration with Wayra, startups will have access to the redeem of several offers and discounts in different softwares and cloud storage credits.
• Access to The Thinx:
(i) Laboratory owned by the Telefónica Group, a lab for NB-IoT and LTE-M technologies with the objectives to boost the NB-IoT and LTE-M ecosystem, and the development of solutions based on these technologies
b) The Blockchain Activation Toolkit includes the following:
(i) Access to TrustOS, the operating system for Trust that enables to take advantage of all Blockchain features through different modules.
c) The AI Activation Toolkit includes the following:
(i) Access to LUCA Suite which allow companies to design and execute Machine Learning processes efficiently, safely and economically
IoT/Big Data Activation is accessible here.
1. LIVING APPS ACTIVATION PROGRAMME:
Living Apps Active Programme consists in making a software (Living App) that creates new user-experiences for End Customers (Telefónica customers with access to theLiving Apps Ecosystem) in the TV (Movistar+).
Specific terms for Living Apps Activation Programme:
These specific Terms are aplicable instead of the general Terms and Conditions for the Activation Programme. Only those clauses not included in these shall be also applicable to the relationship between You and Telefónica.
The conditions of the programme are the following:
i. Once the Living App is running in the Living Apps Ecosystem (technological platform that allows End Customers to access and interact with the available LivingApps) and during the period of time the Living App is available ( “the Proof ofConcept or PoC”) , the engagement will be measured to evaluate its success. The use of the Living App will be governed by the general conditions of the LivingApp services accepted by the End Customer accessible through www.movistar.es/contratos
ii. Telefónica may temporarily suspend the PoC, in the event that the Living App suffers incidents or the user experience is not adequate. The suspension will last until the incident or experience is corrected.
iii. Once the PoC have ended, Telefónica and You (“ The Parties”) may reach by mutual consensus a commercial agreement for which the Parties will agree the applicable conditions in a separate contract.
iv. You should comply with the indications given by Telefónica to prepare your LivingApp, strictly following the criteria of fulfilling any required documents . In addition, You should be able to adapt to any technical changes provided byTelefónica.
v. Telefónica will collaborate with you in everything necessary for the correct execution of these Terms & Conditions such as the development of the Living App, making it available in the in the Living Apps Ecosystem during the PoC and also carrying out the maintenance, support and operation of the Living App. Also, Telefonica could facilitate any tool needed to develop, maintain or operate . You will bear your own costs.
vi. You will provide Telefónica with all the Content (“videos, images, logos, sounds, etc”), brands and APIs (“Application Programming Interfaces and the protocols and technical elements to develop and integrate systems”) with their systems necessary for the Living App to run correctly. The Content must not include any third party advertisements that could directly compete with the products and services offered by the Telefónica Group. The parties will use their best efforts to ensure that the Living App works correctly during the PoC but will not guarantee levels of service in this regard. The parties will comply with the applicable regulations during the execution of These Terms & Conditions.
vii. Telefónica will be the owner of the intellectual or industrial property rights of theLiving App developed and the Living Apps Ecosystem unless otherwise agreed in written by the Parties. In any case You waive in favor of Telefónica any right that it may have, where appropriate, over the Living App and the Living AppsEcosystem, specifically, any intellectual or industrial property rights generated as a result of this relationship.
To respect the use of Activation Programme, You:
a) Must comply with the Activation Programme instructions related to the use of Activation Programme and all the actions related to it.
b) Must not:
(i) Give access to any third party to the resources involved in any different activation programme.
(ii) You may not assign these terms and conditions or transfer your rights or obligations in any way without the prior written consent of Activation Programme.
(iii) Use Activation Programme in a manner that is inconsistent with the reasonable and good faith use of Activation Programme.
(iv) Use Activation Programme in a manner that, in Activation Programme's judgment, affects or is likely to directly affect Activation Programme or other Activation Programme users.
(v) Make use of Activation Programme in a manner that may disturb, interfere with, distort or damage the Activation Programme systems.
(vi) Make use of Activation Programme fraudulently or in connection with a crime.
(vii) Make use of Activation Programme 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;
(viii) Use Activation Programme 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,
(ix) Use of Activation Programme in a manner that contravenes any license, code of practice, instructions or guidelines issued by a relevant regulatory authority,
(x) Make use of Activation Programme to send spam or send unsolicited advertising or promotional material.
(xi) Make use of Activation Programme to send or transmit anything, content or software material that contains or contains viruses.
(xii) Make use of Activation Programme in a manner that may damage the reputation of Activation Programme or any entity within the Telefónica Group, or otherwise lead to Activation Programme discredit or the reputation of third parties.
(xiii) Make use of Activation Programme in any way that violates copyright , trademarks, confidentiality, privacy or that is used to infringe the intellectual or industrial property rights of third parties.
(xiv) 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 Activation Programme, if any.
c) Will use Activation Programme only:
i. In accordance with all applicable laws and regulations.
ii. As provided in these Terms & Conditions and any documentation that is part of Activation Programme;
d) Will grant to any Telefónica Group Company the first negotiation right, without the commitment to reach an agreement, for the acquisition, commercialisation, licence, distribution and, generally, any actions involving the exploitation of the results, goods and services of your company, prior to and with preference over any other third parties.
e) Will not use any documentation that is part of Activation Programme except to support your authorized use.
f) 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 Activation Programme for any purpose, or (ii) will attempt to discover the source code or the underlying algorithms of Activation Programme (unless prohibited by current law and then, only to the extent specifically permitted by applicable law, and only after providing Activation Programme a reasonable written notice in advance and with the opportunity to respond).
g) In order to design, modify or develop software or similar services in purpose, scope or function to Activation Programme, will not participate in competitive analysis, benchmarking, use, evaluation or visualization of Activation Programme or create any derivative based on Activation Programme , whether for internal use, licensing or resale;
h) 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.
i) Regarding the maintenance of copyright notices, will not remove or alter any copyright notice in any of the copies of "Activation Programme".
Activation Programme grants You the right to access and use Activation Programme over the files for which it was designed.
Activation Programme will make its best efforts to provide maximum availability and continuous access to Activation Programme.
Activation Programme will provide You with an additional technical assistance service in relation to Activation Programme via email addressed to:
firstname.lastname@example.org r to the email address provided by the Activation Programme team, if the issue is related with #IoT #blockchain or #AI
email@example.com or to the email address provided by the Activation Programme team, if the issue is related with Carrier Billing
firstname.lastname@example.org to the email address provided by the Activation Programme team, if the issue is related withLiving Apps
All copyrights, names, trademarks, trade names, service marks or any other identifying feature in Activation Programme and its copies, as well as any other distinctive signs, patents, licenses or copyrights are intellectual property or Activation Programme industrial pertaining to Activation Programme.
You acknowledge and accept, therefore, that Telefónica Digital España will be a 50 (fifty) percent owner of the improvements, updates or derivative works of Activation Programme that are developed by Activation Programme during and after the termination of these Terms & Conditions.
TheseTerms & Conditions grant You the limited right to use Activation Programme under the Terms & Conditions and restrictions specified here or in any futher legal obligation that you should accept.
Activation Programme may use your name and/or logo on a list of customers used in market materials provided You consent to Activation Programme by email at Activation Programme's relevant request.
At any time of signing these Terms & Conditions, any Telefónica Group Companies may post a press release announcing your participation in thisActivation Programme.
You declare and agree, on behalf of You:
(I)That You have given your consent to be recorded in the context of theActivation Programme, (hereinafter, the "Recording") made byTelefónica.
(II)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, including for commercial use, with no entitlement to any remuneration in regard..
(III)You authorize TELEFÓNICA to modify, edit, combine and publish the images obtained from the recording subject matter of this Terms & Conditions, provided that such modifications and editions do not infringe its dignity, or go against the Law, morality or public order.
(IV)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.
(V)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.
(VI)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 theTelefónica Activation Programme
Activation Programme expressly waives the right to grant any guarantee on Activation Programme.
You understand and expressly accept that the use of Activation Programmes is at your own risk. Activation Programme 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 Activation Programme.
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 programme 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 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.
In no event shall any of the Telefónica 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 Activation Programme(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 Activation Programme has been advised of the possibility of such damages.
In no event shall TELEFONICA or You 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 Group Companies shall have no liability with respect to the content of Activation Programme 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 agree to treat in a strictly private and confidential manner and not disclose to third parties any information, data, news or documents in any media related to Activation Programme that You obtain or receive as a result of the celebration or execution of these Terms & Conditions (the "confidential Information").
The commitment set forth in the preceding subparagraph shall not be deemed to be unfulfilled if the information, news, data and/or documents are already in the public domain when disclosed or the disclosure of such information is required by law or a competent authority order the total or partial disclosure of the confidential information.
The confidentialityobligations set forth in this document will remain at the termination of theseTerms & Conditions and shall continue until any of the exceptions containedin this article apply.
If You are required by applicable statute, law or regulation or by a statutory or regulatory authority, to proceed to disclose any confidential information, You must properly notify Activation Programme (if the law, the regulatory authority or the relevant authority so allows such need for the affected Party), to promptly request an order of protection or other appropriate remedy or waive compliance with the terms and conditions of this section.
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 Activation Programme agree to submit to the courts and tribunals of the city of Madrid.
ThisTerms & Conditions shall commence when You apply to the Activation Programme, which includes to accept these by clicking on the acceptation 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 Activation Programme (“Effective Date”) and continue in force for a period of eighteen (18) months.
Not withstanding the foregoing, Telefónica may, at its sole discretion and without prior notice, terminate these Terms & Conditions, suspend or terminate your access to theTelefónica’s Activation Programme Platform or cancel your participation inActivation Programme. Telefónica reserves the right to terminate the Activation Programme 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 Service 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 Activation Programme, or are acting, in such a way that the use of Activation Programme granted to other clients or on any infrastructure related to Telefónica Activation Programme Platform may be adversely affected or (iii) Telefónica determines, in its sole discretion, that your use of Telefónica’s Activation Programme 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 Activation Programme Platform;
ForcedSuspension. If Telefónica is required to suspend the Activation Programme 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 Activation Programme prior to such suspension, Telefónica shall have the right to suspend Activation Programme with immediate effect and without any other formalities and without liability.
TheParties 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.
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 theseTerms & 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.
The requests for Support Services will be answered by Activation Programme as soon as possible by email addressed to:
email@example.com to the email address provided by the Activation Programme team, if the issue is related with #IoT #blockchain or #AI
firstname.lastname@example.org or to the email address provided by theActivation Programme team, if the issue is related with Carrier Billing
email@example.com to the email address provided by the Activation Programme team, if the issue is related with Living Apps