PRIOR TO REGISTERING YOURSELF IN THE CONTENT UPLOAD COMMUNITY (“THE COMMUNITY”) PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT FOR THE PROVISION OF SERVICES FOR CONTENT STORAGE (“THE AGREEMENT”) THAT WILL GOVERN YOUR SUPPLY OF CONTENT TO BICÚSPIDES SL FOR YOUR POSSIBLE INCLUSION IN THE COMMUNITY. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE COMMUNITY OR DOWNLOAD OR CONTRIBUTE CONTENT. THIS AGREEMENT IS BETWEEN YOU (ACCORDING TO THE TERM DEFINED BELOW) AND BICÚSPIDES SL. (“US”), AND WILL BE SUBJECT TO MODIFICATION BY BICÚSPIDES ACCORDING TO CLAUSE 12.8. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU WILL ACCEPT THIS AGREEMENT, IN YOUR OWN NAME AND ON BEHALF OF THE ENTITY THAT YOU REPRESENT, AND YOU ARE OBLIGED TO COMPLY WITH ITS TERMS AND CONDITIONS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU WILL BE DECLARING AND GUARANTEEING THAT YOU HAVE THE SUFFICIENT LEGAL CAPACITY TO COMMIT YOUR EMPLOYER OR SAID ENTITY, TO COMPLY WITH THIS AGREEMENT.
1.1 By signing this Agreement, you are requesting to participate in the Program through which BICÚSPIDES provides services in accordance with the indications of the content providers that wish to offer their content to end users, subject to the conditions of this Agreement. References to “you” refer to you as an individual, or if you have signed this contract on behalf of your employer or another entity, they refer to this employer or entity. 1.2 Participation in the Program is subject to prior approval by BICÚSPIDES and your ongoing compliance with the Agreement. We reserve the right to reject your participation at any time, at our sole discretion, as well as to remove content, to suspend, restrict and/or cancel any services provided under this Agreement and your participation in this Program, immediately and without prior notification from BICÚSPIDES, for any reason, including infractions under our policy on author rights and other policies of the Program. You must complete the registration process and create an account in BICÚSPIDES in order to be able to participate in the Program. The creation of multiple accounts by the same person or entity will be subject to immediate cancellation, except when BICÚSPIDES expressly authorises it in writing (including by e-mail). You will be solely responsible for maintaining your e-mail address up to date, as well as any other contact information. 1.3 You must have the right to use all the data (personal or otherwise), images, documents, presentations and any other type of content that may be included in your Authorised Content (as defined in clause 2.1), and you will have the right to grant these rights arising under this Agreement. 1.4 Nothing in this Agreement shall oblige BICÚSPIDES to use, display, offer or sell, or agree to the sale of the Authorised Content (if BICÚSPIDES offers functionality through which Authorised Content may be sold and you have notified BICÚSPIDES that this Authorised Content may be sold according to this Agreement).
2.1 Once you have indicated that you accept this Agreement in accordance to the aforementioned clauses, and you have created your account, you may define what content you wish us to distribute according to this Agreement: (a) by sending us copies of your content in the format that we specify, to: BICÚSPIDES, (or any other address that BICÚSPIDES shall determine); and/or (b) sending us said content by any other method; and in all cases, together with the additional information relating to your content in the format indicated online when you upload your content and/or sending the “metadata” form to BICÚSPIDES, which BICÚSPIDES has created (individually, a “Metadata Form”) to the address C/Navío,13. 28220 Majadahonda, Madrid, Spain. All content designated by you according to the above and included or provided by you together with said content, including but not limited to, any underlying content or content of third parties incorporated therein, or coordinated with the Content, shall be jointly called “Authorised Content” under this Agreement. 2.2 You hereby grant BICÚSPIDES a non-exclusive licence that is free of royalties, to copy, store, stream, cache, route, transmit, index, warehouse, modify, adapt, translate to a legible format by machine, reformat, create extracts from, display, run, communicate and offer (via access with or without downloading), sell and/or negotiate copies of, combine with the management of digital rights or other copy protection technology, analyse and create algorithms based on it, and use the Authorised Content in any other way (including jointly with other content) in order to offer the Authorised Content (in whole or in part) to the end users of the products and services of BICÚSPIDES that are currently available or that may be subsequently developed (including for the purposes of syndication in third party sites) in the territories that you may specify in the Metadata Form (the “Authorised Territories”). The aforementioned licence includes, and you shall be responsible for, all the licences, rights and authorisations that are required to use any of the underlying content and content from other third parties that may be incorporated therein, synchronised with and form part of the Authorised Content according to this Agreement, and the references included in this Agreement to the Authorised Content shall include the references to said third party content. 2.3 BICÚSPIDES may, at its sole discretion, include a link or several links to the web page that you may designate (subject to the approval of BICÚSPIDES) in the Metadata Form in relation to any display of your Authorised Content, and include links to web pages of third party retailers when the Authorised Content shows products that can be purchased, in so far as said web pages of third party retailers distribute the Authorised Content. You hereby expressly declare that all links provided by you will function correctly and they will effectively allow end users to immediately open the web page(s) indicated, and that you will be solely responsible for maintaining and updating these links as necessary. If these requirements are not fulfilled, this Agreement may be terminated immediately. Unless stated to the contrary by yourself, BICÚSPIDES reserves the right to include advertisements in your Authorised Content. Notwithstanding the above, BICÚSPIDES shall not be obliged to store, index or display any uploaded Authorised Content or content provided in any other way, and may delete or cease to store, index or display any Authorised Content. BICÚSPIDES shall not be liable for losses, theft, intellectual property rights offences, or damages of any kind in relation to the Authorised Content.
2.4 Authorised Territories. BICÚSPIDES shall attempt to restrict access to the Authorised Content to those end users whose IP addresses are communicated to BICÚSPIDES as being located in the Authorised Territories, via all reasonable means available to it. Notwithstanding the above, BICÚSPIDES does not claim or guarantee that its efforts to limit or prevent such access will be fully effective in all cases, and you hereby understand that on certain occasions, end users whose IP addresses are stored outside of the Authorised Territories may obtain access to the Authorised Content. You hereby acknowledge and declare that this access may not be considered as non-compliance with this Agreement, expressly exempting BICÚSPIDES from any type of liability for the unauthorised use by third parties of the aforementioned content.
3.1 You will be responsible for: (a) the authorisation of all underlying content, and third party content that is specified in clause 2.2; (b) obtaining the corresponding authorisation of the parties involved and any other permissions relating to the Authorised Content and to the use of these by BICÚSPIDES and other uses according to this Agreement; (c) obtaining all the waivers for all moral rights or other similar or analogous rights that may correspond to any third party in relation to the Authorised Content in Authorised Territories; (d) the timely payment of all pending amounts, for participation and/or repeat commissions, and any other payment to writers, artists, featured individuals, producers, directors, unions (or similar associations) that must be paid for the use by BICÚSPIDES of their rights in accordance with this Agreement, and to guarantee that such payments represent the complete price of the Authorised Content and its use, including all the remuneration due; and (e) the timely payment of any royalties, commissions and/or amounts that should be paid in relation to the Authorised Content and any metadata and other materials provided by you in accordance with this Agreement.
3.2 Uploader. You may use the Uploader for the sole purpose of providing BICÚSPIDES with your Authorised Content. You must notify us immediately of any unauthorised use of the Uploader that you may be aware of. You may not use the Uploader for any other purpose, including, but not limited to: (a) selling or redistributing any aspect of the Uploader; (b) modifying, adapting, translating or carrying out reverse engineering tasks in relation to any part of the Uploader, except in those cases in which BICÚSPIDES may not prohibit it; (c) attempting to bypass the security, accessing, manipulating or using any unauthorised area of the Uploader; (d) eliminating any warning of author rights, trademarks or other intellectual property rights included in the Uploader; (e) attempting to capture or hold any information relating to other users of the Uploader and other third parties for unauthorised purposes; (f) transmitting viruses, worms, faults, Trojan horses or other malignant or destructive elements or other code, and/or (g) using the Uploader for any illegal, harassment, abusive, criminal or fraudulent use.
3.3 You hereby grant BICÚSPIDES a non-exclusive, global licence that is free of any royalties, to use your trademarks, trade names, names, designs and logos (jointly called the “Brand Characteristics”) in relation to the Authorised Content, and to use parts of the Authorised Content for promotional or publicity purposes, including the general publication of the Brand Characteristics and their use in presentations, marketing activities, client lists, financial statements and client lists on the website. If this Agreement is terminated, we may continue to use the printed materials which include your extracts and Brand Characteristics until they expire or may be reviewed by BICÚSPIDES. You may not issue any public statement relating to the existence of this Agreement and its conditions, or use the Brand Characteristics of BICÚSPIDES without its prior written approval.
3.4 You may cancel public access to your Authorised Content of the Program by sending a written request to BICÚSPIDES in accordance with the Frequently Asked Questions (FAQs) section or via the private link program under “my material”. 3.5 Privacy. You hereby accept that we may use the information that you provide when you register in the Program according to the privacy policy of BICÚSPIDES stated at http://www.bicuspides.com/es/privacidad.html. Furthermore, you hereby accept that BICÚSPIDES may transmit and disclose this information to third parties in order to approve and permit your participation in the Program. BICÚSPIDES may provide the aforementioned information in response to a request from any judicial or government entity, or to establish or execute its legitimate rights or to defend itself in judicial proceedings. BICÚSPIDES waives all liability and shall not be liable to you for the disclosure of this information by any third party.
4.1 Housing, Servers, Storage and Indexing. With the exception of clause 4.3, and subject to clause 2.3, and provided that you comply with your obligations specified herein, BICÚSPIDES shall store the Authorised Content in servers housed or controlled by BICÚSPIDES or by its associated companies.
4.2 Costs of Housing and Storage, Technical Support and Requests from End Users. BICÚSPIDES shall assume the costs and expenses associated with the housing and storage of the Authorised Content according to what is stated here, except the costs that you may incur in providing the Authorised Content to BICÚSPIDES and the costs established in clause 3.1. BICÚSPIDES will also be responsible for the provision of technical support to end users in relation to its services.
4.3 Removal of Authorised Content, Links or Brand Characteristics. BICÚSPIDES will attempt to remove the Authorised Content from the services of BICÚSPIDES via all reasonable means available to it, within a period of thirty (30) days from confirmed receipt (by BICÚSPIDES) of the notification sent to BICÚSPIDES by e-mail to administracion@bicuspides.net. Although nothing in this Agreement shall require BICÚSPIDES to control the Authorised Content, if BICÚSPIDES detects, or determines under its own criteria, that: (a) the Authorised Content (or any part of it), or its Brand Characteristics: (i) infringe the intellectual property rights or other rights of any third party; (ii) infringe any law, regulation or applicable code of practice, or has been subject to a judicial order or any other similar action declared by a third party; (iii) are pornographic, obscene or contravene the rules of BICÚSPIDES (which may be updated by BICÚSPIDES at any time at its sole discretion); (iv) are being incorrectly or illegally distributed by you; or (v) may create any type of liability for BICÚSPIDES; or (b) the publication of the Authorised Content is affecting the integrity of the services of BICÚSPIDES (for example, preventing end users from accessing Authorised Content or creating difficulties); BICÚSPIDES shall, at its sole discretion, decide not to publish this Authorised Content, or its Brand Characteristics, in the services of BICÚSPIDES (or in any other part thereof), or to cease such publication without incurring any liability.
4.4 Advertising. BICÚSPIDES may include publicity (“Advertisements”) in any of its services, including but not limited to, in the Playback pages, the Video Search Results pages and in the BICÚSPIDES Video Player. These advertisements shall appear with the style and format that BICÚSPIDES supplies and in accordance with the modifications that BICÚSPIDES may agree at any given time.
5.1 BICÚSPIDES and its associated companies shall acquire no rights to the Authorised Content, except for those stipulated in this Agreement. You hereby acknowledge that BICÚSPIDES and its associated companies will have full ownership, dominion and all rights (including, without limitation, all intellectual property rights) relating to the Brand Characteristics, the Program, the Uploader, the Pages and the services of BICÚSPIDES (and any other tasks derived from or improving these), including but not limited to, the BICÚSPIDES Video Player and all software, technology, products, information, content, material, guidelines and documentation, and you shall have no rights over these. The rights that have not been expressly granted in this Agreement shall be excluded.
6.1 “Confidential Information” shall mean: (a) the specific conditions of this Agreement and all software, technology, programs, specifications, techniques, materials, guidelines and documentation of BICÚSPIDES in relation to this Program; (b) click-through percentages, financial information (including prices), and any other information communicated (including revenues, if appropriate, paid to you by BICÚSPIDES) by BICÚSPIDES or by its associated companies; (c) any information provided by BICÚSPIDES under this Agreement, including but not limited to, tangible, intangible, visual, electronic, current or future information, such as: (i) trade secrets; (ii) technical information, including information on research, development, procedures, algorithms, data, designs and know-how; (iv) business information, including operations, plans, marketing and product interests; and (d) any other information classified by BICÚSPIDES as “Confidential” or with an equivalent designation or that might reasonably be considered as confidential or exclusive according to the circumstances.
6.2 You may only use Confidential Information while this Agreement is valid, as required to fulfil your obligations and exercise your rights in accordance with this Agreement. Unless you have the prior written consent of BICÚSPIDES, you may not: (a) use or disclose Confidential Information to other third parties other than the employees and contractors that need to know it, and you may only disclose such information to those contractors that have signed a confidentiality agreement to protect third party confidential information, or in the case of legal advisers, only to those that have assumed confidentiality obligations of a similar nature to the contents of this Agreement; or (b) make copies or allow third parties to make copies of said Confidential Information, except as may be required for internal business purposes.
6.3 Nothing that is stated in this Agreement shall prohibit or limit your use or disclosure of information: (a) previously known by you and which is not subject to any confidentiality obligation; (b) developed independently by or for you without the use of BICÚSPIDES’ Confidential Information; (c) acquired by you from a third party, that has not assumed any confidentiality obligation in relation to said information; or (d) that is in or may enter the public domain and which does not contravene any aspect of this Agreement.
7.1. Notwithstanding this Agreement, when end users view Authorised Content, we shall pay twenty percent (20%) of the net revenues, as appropriate, recorded by BICÚSPIDES and attributable to the reproduction of such Authorised Content, obtained from the insertion of publicity displayed in your “authorised material”. For the purposes of this clause 7.1 “net revenues” shall signify the gross revenues obtained based on the price of purchasing the Authorised Content designed by you, less any uncollectible debts, refunds, returns, taxes, VAT and credit card charges. If BICÚSPIDES incurs extraordinary costs and expenses for housing, indexing and publishing your Authorised Content, we may retain a reasonable additional percentage of the revenues to defray such costs. Except for the payment specified in this clause 7.1, BICÚSPIDES reserves the right to retain any other revenues resulting from the services of BICÚSPIDES. The number of times your Authorised Content is viewed, as notified by BICÚSPIDES, shall be the definitive number used to calculate the associated payments according to this agreement, as appropriate.
7.2 Provided that you have provided BICÚSPIDES with all the information required (and this information is correct) so that we can pay you the amounts that correspond to you, BICÚSPIDES will make these payments to which you have a right, according to clause 7.1 of this Agreement, within a period thirty (30) days following the end of the corresponding calendar three month period; provided that (a) the balance in your favour is equal to or greater than €100; and (b) this Agreement has been valid during at least sixty (60) days during the three month period. If the balance in your favour is less than €100 but higher than €1, BICÚSPIDES shall pay you the balance within an approximate period of thirty (30) days following the end of the calendar year (or the calendar quarter, as appropriate) in which you obtain a balance greater than €100.
7.3 In the case of termination of this Agreement, BICÚSPIDES shall pay you the balance in your favour within an approximate period of ninety (90) days following the end of the calendar month in which the Agreement has been terminated, on the understanding however, that BICÚSPIDES shall not make a payment if the balance in your favour is less than €10. These payments shall be via payee cheque or bank transfer if you have provided BICÚSPIDES with the instructions and details necessary to make a transfer.
7.4 Excluded advertisements. Notwithstanding the above, BICÚSPIDES shall not be obliged to pay you any amount for revenues generated from: (a) amounts resulting from invalid enquiries or clicks in relation to the advertisements, generated by any person, bot system, automated program or other similar device, including but not limited to, clicks or visits (i) originating from your IP addresses or computers under your control; or (ii) requests in exchange for money, false representations or indications to end users to click on the Advertisements; (b) Advertisements aimed at end users whose browsers have JavaScript deactivated; (c) Advertisements that benefit charity organisations and other empty Advertisements or reserved space that BICÚSPIDES may determine; (d) Advertisements for BICÚSPIDES relating to its own products and/or services; (e) clicks mixed with a significant number of invalid clicks described in point (a) above; (f) any purchase of the Authorised Content or access to this content via fraudulent or invalid means, including but not limited to, the fraudulent use of credit cards or other payment methods; (g) purchases of Authorised Content that may be refunded; or (h) that derive from any non-compliance with this Agreement; and in all cases based upon reasonable criteria from BICÚSPIDES. BICÚSPIDES reserves the right to retain the payment of any amount, or to offset any payment against your account, when such amounts refer to one of the aforementioned points, pending the reasonable investigation by BICÚSPIDES of any of the aforementioned reasons, or if necessary, to exercise its rights specified in clause 9 of this Agreement.
7.5 To guarantee that the payment is made correctly, you shall be the sole party responsible for providing and maintaining your contact information up to date and the information used to make payments to your account. Payments made in relation to this Agreement shall not include any tax required by any governmental organisation and that is charged on transactions relating to the services contemplated in this Agreement, and you are hereby obliged to pay all taxes and fees that may apply and that are demanded by any governmental organisation in relation to your rights and obligations under this Agreement, without deduction or compensation. Banking commissions relating to returned or cancelled cheques due to errors or omissions in the contact information or payment information, may be deducted from new payments.
7.6 You may not generate, authorise or require third parties, directly or indirectly, to generate enquiries, visits or clicks in relation to any Advertisement, or to access them, using automated, simulated, fraudulent or invalid means, including but not limited to, repeated manual clicks, robots or other automated enquiry tools and/or search requests generated by a computer, and/or by fraudulent use of other services and/or search engine optimisation software or credit cards. BICÚSPIDES reserves the right to investigate, at its sole discretion, any activity that may contravene this Agreement, including but not limited to the use of software applications to access Advertisements or participation in any activity prohibited in this Agreement.
8.1 Each party hereby declares and guarantees that it is fully authorised to sign this Agreement, to fulfil its obligations and to grant the rights conferred herein.
8.2 You hereby declare and guarantee that: (a) you are at least 18 years of age, that you are an individual person, and that all the information that you have provided to BICÚSPIDES to register and participate in the Program is correct and up to date (including, but not limited to, the information that you have indicated in the Metadata Form); (b) you have, and will continue to have for the whole of the Validity Period, all the rights, authorisations, permissions and licences that are required to be able to fully meet your obligations, to grant the rights and licences that are conferred to BICÚSPIDES to use the Authorised Content and its Brand Characteristics in accordance with this Agreement; (c) the Authorised Content is not subject to dispute, the obligations or interests of third parties that may prevent or restrict the use of the Authorised Content in any way, in accordance with this Agreement; (d) the Authorised Content, its Brand Characteristics and their position and use by BICÚSPIDES in accordance with this Agreement, do not infringe any third party right, including but not limited to, the rights derived from agreements signed by you and other third parties, intellectual property rights, trade secrets, privacy rights, personal data rights, publicity rights and any other intellectual property rights; (e) the Authorised Content is not, either totally or partially, pornographic, defamatory, offensive or obscene; and (f) the Authorised Content shall not contain or originate contaminated files, viruses, worms, Trojan horses or other similar damaging components.
8.3 No other condition or guarantee shall apply apart from the conditions established in this Agreement. In particular, no condition or implicit guarantee shall apply in relation to the satisfactory quality or the suitability for a specific purpose of elements provided by any party. BICÚSPIDES shall make no representations or grant any guarantee that its services or the technology provided by it under the terms of this Agreement will be free of interruptions or errors, including the supply of Authorised Content, and/or of any limitation of access and use by the end user of the Authorised Content, or that the results or the information obtained from the services of BICÚSPIDES will be precise or reliable.
9.1 You must compensate (and fully and effectively indemnify BICÚSPIDES) and defend BICÚSPIDES, its associated companies and partners, and any of its respective directors, managers, employees, agents, contractors and licensed operators against any claim, demand, legal proceedings, debt or liability, including reasonable lawyers’ fees (the “Losses”) that may be derived from claims by third parties based on, or related to: (a) their use of Authorised Content, its Brand Characteristics or any other material offered by you under this Agreement; (b) a claim which alleges facts that could constitute non-fulfilment of your representations and guarantees included in clauses 8.1 or 8.2; (c) a claim which alleges that the Authorised Content is or contains defamatory or obscene elements, or that imply or promote an offence under any law, regulation or applicable code of practice; (d) a claim which alleges that a web page whose link accesses the authorised Content (including the products and services offered therein) infringes or promotes an offence under any law, regulation or applicable code of practice; and/or (e) a claim derived from a real or potential non-compliance by you of the obligations contained in clauses 2.1, 3.1 and 3.2.
9.2 You may defend any claim described in the above clause 9.1 by notifying BICÚSPIDES. Nevertheless, you may not process or resolve any claim so that any liability is imparted to BICÚSPIDES without the prior written approval of BICÚSPIDES (which will not be refused or postponed without justifiable reason).
10.1 Nothing in this Agreement shall exclude or limit the liability of any of the parties for: (a) death or personal injury derived from the negligence of any of the parties or their employees or agents; (b) fraud or false representations; (c) non-compliance of any implicit condition in relation to ownership or quiet enjoyment; (d) incorrect use of the Confidential Information; or (e) any of the cases subject to compensation established in clause 9 of this Agreement.
10.2 Subject to clause 10.1, no party shall be liable on a contractual, extra-contractual (including, without limit, negligence) or pre-contractual basis, or for representations (other than fraudulent) or for any other reason in relation to this Agreement for: (a) financial losses (including, but not limited to, loss of income, profits, contracts, data, business, expected savings or costs of substitute services); (b) loss of goodwill or reputation; or (c) any special losses, indirect or derived; in any circumstances, independently that these losses may have been contemplated by the parties as at the date of this Agreement, suffered or incurred by this party in relation to the provisions of this Agreement, or with any object of the Agreement.
10.3 Subject to clauses 10.1 and 10.2, the total liability of each party in relation to this Agreement and with any action that the party in question may have carried out or omitted in relation to this Agreement (independent of whether the liability derives from non-compliance with the Agreement, negligence or any other cause) will be limited to the larger of the following: (a) 125% of the amount (as appropriate) paid or to be paid by BICÚSPIDES to you during the 12 month period immediately prior to the date of the claim; or (b) €10,000.
11.1 Any of the parties may suspend and/or terminate the Agreement, totally or partially, with immediate effect, if the other party (a) significantly fails to comply with the Agreement, and such non-compliance cannot be corrected; or (b) significantly fails to comply with the Agreement, and although such non-compliance can be corrected, the offending party does not proceed to correct it within a period of thirty days following receipt of notification in writing of the offence.
11.2 Likewise, any party may suspend and/or terminate this Agreement with immediate effect, if: (a) there is a creditors’ meeting of the other party; (b) an administrator or receiver is appointed or any similar role in relation to any debt, foreclosure or other process (and this appointment remains in place for a minimum period of seven days) regarding the whole or a substantial part of the assets of the other party; (c) the other party, its directors or the holder of an undefined guarantee notifies its intention to appoint, or presents a request to appoint in court, an administrator; (d) a request is presented (and is not withdrawn within a period of 28 days), or if an agreement is made, or if an order is decreed, for the administration, liquidation, declaration of bankruptcy or dissolution of the other party; or (e) if a similar situation arises to any of the aforementioned cases with respect to the other party in any jurisdiction where this party may be incorporated or resides, or where it carries out its business, or owns its assets.
11.3 BICÚSPIDES may terminate this Agreement immediately by notifying you in writing, if you fail to comply with any of the statements and guarantees contained in clauses 8.1 and 8.2 of this Agreement.
11.4 Any of the parties may unilaterally terminate this Agreement by sending a written notification to the other party with thirty (30) days notice.
11.5 Upon termination of this Agreement, BICÚSPIDES shall endeavour, by all reasonable means, to cease displaying the Authorised Content to end users within a period of thirty (30) days from the effective date of the termination.
11.6 BICÚSPIDES may, at any given time and at its sole discretion, waiving all liability, terminate the Program or cease to offer any product, service or components thereof, or to remove any Authorised Content from the Program. The following clauses shall continue to be valid following the expiration or termination of this Agreement: 5; 6; 8.3; 9; 10; 11.7 and 12.
12.1 Transfer. You may not transfer your rights or delegate your obligations under this Agreement, in part or in full, without the prior written consent of BICÚSPIDES (which may not refuse or postpone its consent without a justifiable reason). BICÚSPIDES may subcontract, surrender or transfer any of its obligations or rights under this Agreement, in full or in part, at its sole discretion. 12.2 Notifications. Unless stated otherwise in this Agreement, all notifications and other communications or remittances that must be or may be made under this Agreement, shall be sent: (a) for you: to the e-mail address that you indicated to BICÚSPIDES during the registration process; and (b) for BICÚSPIDES: for the attention of the Legal Department of BICÚSPIDES at the following address and fax number:
BICÚSPIDES
C/Navío,13. 28220 Majadahonda, Madrid, España
Fax: +34 91 679 9977
Notifications shall be deemed to have been made:
(i) when they are received, in the case of delivery in person; (ii) when confirmation of receipt in writing is obtained, if sent by 24 hour courier service; (iii) when confirmation of receipt in writing is obtained, if sent by certified mail; or (iv) when confirmation of receipt in writing is obtained, when sent by fax, provided that said notification is also sent simultaneously by first class mail. Parties may change their address for the purposes of notification, by notifying the other party in accordance with clause 12.3 Relations between the parties. The parties are and will be fully independent and nothing in this Agreement shall be understood as an element constituting an agency, association or joint venture relationship between the parties. None of the parties shall be considered as an employee or legal representative of the other, and neither party shall have the right or the authority to assume any obligation on behalf of the other party.
12.4 No party shall be liable for the inability or the delay in meeting its obligations when this is due to causes beyond its reasonable control, including but not limited to, government actions, acts of terrorism, earthquakes, fire, flooding or other accidental events, employment conditions, power cuts and internet problems.
12.5 The invalidity, illegality or inapplicability of any provision of this Agreement shall not affect the validity of the remaining provisions.
12.6 The lack of a demand to comply with any provision of this Agreement shall not affect the right of this party to request compliance at any subsequent moment; and the waiving of any non-compliance of any provision shall not constitute a waiving of this provision in itself.
12.7 This Agreement constitutes the full accord between the parties in relation to its subject, and replaces all previous contracts or agreements, of any type, between the parties in relation to this subject. The aforementioned stipulation shall not limit or exclude the liability of any party for fraud or false representation.
12.8 Notification of changes to this Agreement. The conditions of this Agreement may be revised at any time, and in such cases, we shall provide you with the new terms and conditions so that you may accept or reject them on the next occasion that you connect to the Program, and we will send you a notification to the e-mail address in our files. You must reject or accept the new terms and conditions within a period of five (5) days from the date on which the notification is made by connecting to the Program at http://www.bicuspides.com/ or as determined by BICÚSPIDES in writing, and accepting or rejecting the new conditions. If you do not express your acceptance or refusal of the new conditions within the aforementioned period of five (5) days, it will be assumed that you have accepted the conditions and that you are bound by them. If you do not wish to be bound by the new conditions, this Agreement shall be terminated and you may no longer participate in the Program.
12.9 This Agreement may be signed in one or multiple copies, each copy being considered an original version, and jointly they shall constitute a single instrument.
12.10 Nothing that is stated in this Agreement shall create or confer any right or benefit in favour of third parties, other than the signatory parties of this Agreement.
12.11 This Agreement shall be governed and interpreted in accordance with prevailing corresponding Spanish legislation and the parties hereby agree to submit themselves to the sole jurisdiction of the Spanish courts for the resolution of any dispute or issue that may arise from the interpretation or application of this Agreement. If this Agreement is translated into any other language and as a result there are discrepancies in the interpretation of the text between the Spanish and the translation, the original version in Spanish shall prevail.