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EN DKVR STARTER 25

PHONOGRAM DISTRIBUTION AGREEMENT

Thank you for choosing DISKOVER CO. as your Digital Music Distributor. We hope you enjoy our service and achieve great success in your music career.

The following phonogram administration agreement (the "Agreement") is entered into between , with ID/DNI/PASAPORTE number , and domiciled at , ("You") and Mr. JONATHAN ANDRÉS GONZÁLEZ ORDÓÑEZ acting in the name and on behalf of DISKOVER ENTERTAINMENT, S.L.U., in his capacity as sole administrator of the same, with CIF number B-06889224, and registered office located at C/ Luís I, 86, 1ª planta de Madrid. Hereinafter referred to as "DISKOVER CO."

Please read carefully the Agreement which is binding between you and Diskover Co.

You understand that by creating an account with Diskover Co. and/or by using any of the Services offered by Diskover Co. through the Site, or in connection with your Diskover Co. account, you bindingly agree to the terms and conditions set forth herein. If You do not accept this Agreement in its entirety, do not agree to use any Services offered by Diskover Co. The "Effective Date" for purposes of the Agreement shall be the date on which You first accepted or registered to receive the Services and/or submitted Phonograms or Videos to Diskover Co. for exploitation and use in the manner authorized and described herein.

Services: Diskover Co. distributes music, audiovisual content, phonorecords and other content through its website (the "Site"), facilitates and manages the distribution and exploitation of recordings of music and audiovisual material through third party Internet service platforms, including those that may come into existence or be developed after the Effective Date, and provides other services with respect to the use and exploitation of phonorecorded music or recordings of audiovisual material for the purpose of being sold or exploited as phonorecorded music or recordings of audiovisual material (collectively as the "Services"). You are the owner and/or controller of all rights to the phonorecorded music recordings (individually and collectively referred to as the "Phonorecords"); audiovisual material recordings (individually and collectively referred to as the "Videos") and any copyrightable content submitted by You to Diskover Co. during the Term (the Phonorecords, Videos, Album Materials and other material submitted by You to Diskover Co. shall be individually and collectively referred to as the "Content").
Duration: The duration of our contractual relationship is indefinite. It will begin when you register on the Platform and ﬁrme this Agreement and agree to our Terms of Use. You or we may elect to terminate the service at any time by giving notice, in accordance with these terms of use, of 30 days from the date of the expiration/termination notice. Prior to requesting termination, you must perform or request Take-down (withdrawal) of the DMS Content using the "Withdraw" functionality available to you within the Platform. In addition, in the event of termination, you authorize us to suspend your account, block access to your account and delete all files and information uploaded by you to the Platform. Termination will not affect the accrued rights and obligations of the parties as of the date of termination.
In addition, we may terminate our relationship and service, provided that:
1. In the event of a breach of any term or condition set forth by us (herein or in any other document accepted by you) and such breach is not cured within two (2) days after the date of notiﬁcation by us;
2. If you become the subject of any proceeding relating to your liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within sixty (60) calendar days;
3. If you infringe our Intellectual Property Rights;
4. If you violate our Anti-Fraud Policy.
5. In case you commit any illegal activity using the platform or the service.
6. In all cases, all costs due for any services provided by us up to the date of ﬁnalization shall be payable by you.
7. We will not be liable to you for any damages of any kind due to termination of our relationship pursuant to our Terms of Use. Our respective rights and obligations which by their nature are intended to survive, will survive the termination of this relationship.
Territory: The applicable territory for the Agreement shall be the Universe, unless the parties agree otherwise in writing (the "Territory").
Use of the Platform:
1. 1. By registering and uploading your content to the platform, you basically assume the following obligations:
1. 1. 1. You must use the platform diligently and upload information and content whose rights belong to you or for which you are authorized by the respective rights holder.
    2. You must provide all information necessary to use the Service, which we will request from you while you are using the Service.
    3. You must inform us of any activity that is inconsistent with these Terms.
    4. You must indicate through the Platform if your material contains "explicit" content. The term "explicit" refers to content that evokes sexual, racist, violent or any other connotations.
    5. You shall not engage in illegal activities through the Platform or the Services, or take any actions that may harm any party, including Us.
  2. You agree to diligently use the Platform and, therefore, to:
    1. not to grant access to the Platform to any third parties or employees who, due to their location in the company, should not reasonably be granted access to the Platform;
    2. not to access the source code of the Platform;
    3. not to use the information, rules or instructions contained in the Platform for ﬁnes other than those set forth in these Terms;
    4. not to disclose to any third party the information obtained through the Platform;
    5. not to allow public use or access to the Platform (including, but not limited to, via the Internet).
    6. not use the Platform to upload content that you do not own or for which you do not have an explicit license to commercially exploit.
    7. not reproduce the Platform, in whole or in part, for any purpose;
    8. not copy and/or distribute the Platform, in whole or in part, in any way;
    9. not create any form of "frame" or "mirror" of the Platform (or any part thereof) on any other server, wireless device or resource on the Internet;
    10. not to transfer the Platform to third parties;
    11. not assign, sell, resell, rent, lease, grant, sublicense, subcontract or transfer in any manner or Platform and/or the service to any third party, nor authorize or designate a third party to do so;
    12. not modiﬁcate the Platform or provide any person with the means to do the same; This includes creating derivative works and translating, disassembling, recompiling, altering, destroying or reverse engineering the Platform or attempting to do so, unless expressly permitted by applicable regulation;
    13. not to circumvent the technological protection measures incorporated in the Platform.
      
      In general, you agree to use the Platform in a lawful and diligent manner, and will not do anything prohibited by the law of these Terms.
Grant of Rights: You hereby grant to Diskover Co. a non-exclusive, sub-licensable license to exercise the following rights throughout the Territory and for the Term set forth above exclusively in the content uploaded to our website.

1. The non-exclusive right to convert, digitize, encode, encode, integrate, make, cause or otherwise reproduce the Phonograms and Videos in any digital or electronic format known or to be known for the purpose of distributing, exploiting or using the Phonograms and Videos as herein granted;

2. The non-exclusive right and license to distribute, reproduce, transmit, license, digitally sell (including without limitation through download, streaming, and subscription services), advertise, publish, publicly communicate, broadcast, and otherwise use and exploit the Phonograms in any electronic or digital format known or to be known, during the Term to consumers throughout the Territory through any platform or service including, but not limited to, your Site(s) ("Direct Distribution") or the sites, platforms or services of any Third Party Platforms;

3. The non-exclusive right and license to stream or broadcast the Phonograms, in whole or in part, free of charge for the purpose of inducing users to download Phonograms ("Preview Clips"). You agree that no royalties or payments (including, but not limited to, for the use of the underlying musical compositions embodied in the Phonograms) shall be caused or payable in respect of any free Preview Clip broadcast. For the avoidance of doubt, the Preview Clip may be made available on the Site or on Third Party Platforms in a manner that allows consumers to listen to the Preview Clip but not to download the Preview Clip;

4. The non-exclusive right and license to exploit and manage the exploitation of audio, visual, and audiovisual recordings, and other user uploaded content ("UGC") incorporating the Phonograms, on the Internet through YouTube or otherwise including, without limitation, the management of the YouTube Content ID with respect to the Phonograms and such UGC, and the tracking, monetization, removal or blocking of such UGC on the Internet ("Content ID")

5. The non-exclusive right and license to use in the Territory the approved name, trademarks, trade name, likeness, image and biography of each artist whose performance is incorporated in the Phonorecords and Videos and in the approved album artwork, lyrics and notes relating to the Phonograms and Videos (collectively the "Album Materials") in connection with the exploitation, sale, and distribution of the Phonograms and Videos hereunder and the advertising or promotion of the Phonograms and Videos in all conﬁgurations and by any means, provided that (i) all materials provided by You to Diskover Co. are deemed approved for the purposes of this Agreement, (ii)

6. The non-exclusive right and license to exploit the musical compositions embodied in the Phonograms and Videos to the extent necessary for Diskover Co. to exploit the rights granted herein. In the event that You do not have ownership or control over such musical compositions, You shall obtain licenses to such compositions.

7. If You submit a YouTube Channel to Diskover Co. to be managed by Diskover Co. or accept (opt-in) Diskover Co. s YouTube-related Services, You grant the non-exclusive right to manage, collect all revenues and exploit all rights to Content on the Channel (including but not limited to any compositions incorporated therein) in the Videos, Phonograms, underlying compositions (if applicable), and the other visual, audio or audio-visual materials (collectively referred to as the "YouTube Content") owned, created or submitted by You to be uploaded, exploited and managed on the YouTube channel submitted by You to Diskover Co, including any related or aﬁliated channels (individually or collectively referred to as the "Channel") in particular but not limited rights to:

1. identiﬁcate potential claims against any unauthorized person who is using the Content on YouTube prior to or during the Term of this Agreement without your authorization;
2. claim and negotiate agreements with such unauthorized persons on your behalf on such terms and conditions as Diskover Co. may choose in its sole discretion;
3. negotiate and grant on your behalf all licenses and sublicenses necessary for YouTube or any Google aﬁliated service to perform its services, including but not limited to hosting, caching, routing, indexing, transmitting, storing, copying, copying, embedding, streaming, perform, distribute, reproduce, play, display, reformat, sync (in a timed relationship or otherwise), edit, modiﬁcate, catalog, aggregate metadata, aggregate Content ID tags, sell advertising against, and otherwise exploit and make available Content on YouTube;
4. include the Content on YouTube and the Channel within the network of YouTube channels owned or controlled by Diskover Co;
5. monetize the Content on YouTube and the Channel by licensing the exploitation of the YouTube Content and/or the Channel for distribution and exploitation on YouTube;
6. monetize the Content on YouTube and the Channel through the sale of advertising and sponsorships;
7. obtain, solicit and arrange for integrations of products, brands or services on or in association with the Content on YouTube and/or the Channel ("Integrations"), subject to your approval;
8. collect any and all revenues generated by the Channel and/or YouTube Content and related services and Integrations; and
9. access and manage the Channel for the purpose of performing the enumerated services and exercising the above rights, including but not limited to cross-promoting the Content on YouTube, adding links, product placements, videos, annotations and other Channels to YouTube Content and the Channel in Diskover Co.'s sole discretion, and promoting and advertising YouTube Content and the Channel within YouTube and Google's advertising platforms (all rights granted in this subsection, except for Integrations, shall hereinafter be referred to as "YouTube Management Services". For the avoidance of doubt, these rights shall include the right to make, make available, reproduce, and distribute separate images (e.g., thumbnails), in connection with the exploitation, your advertising and promotional campaigns, of the Content, the Channel, the Content on YouTube and the Services. The Channel will be included exclusively in Diskover Co.'s network and, accordingly, all Channel views will be incorporated into Diskover Co.'s total network view count for ﬁndings and reporting systems purposes. You agree to disable any options on the Channel that may interfere with Diskover Co.'s ability to provide these services and exercise the rights granted.

8. Unless otherwise expressly speciﬁed, the foregoing license is non-exclusive throughout the Territory during the Term, to the extent possible You will not grant to any third party the rights granted to Diskover Co. herein for any purpose, or independently exploit the rights granted herein to Diskover Co. for any purpose throughout the Territory during the Term to ensure the proper performance of the Services provided. You acknowledge and agree that Diskover Co. may use third parties to exercise the rights granted to it hereunder.

9. The non-exclusive right to synchronize in all types of audiovisual productions the recordings covered by this agreement. DISKOVER CO. shall obtain LICENSOR's approval for any synchronization. To this end, DISKOVER CO. shall send an original copy of the offer to LICENSEE so that within 10 calendar days it may oppose or accept the proposal; if no response is received, the license shall be deemed approved.
1. DISKOVER CO. shall receive 50% of the value of the bid received as compensation.
Collection of related producer's royalties
1. LICENSEE hereby exclusively assigns to DISKOVER CO. Through APPENDIX I the management and collection rights of its related rights so that the same, by itself or by third parties, collects on behalf of the LICENSOR (LICENSOR) and during the term of this agreement the remuneration that these related rights generate. This remuneration shall be included in the settlements in favor of LICENSOR (hereinafter LICENSOR).
2. Accordingly, LICENSEE hereby exclusively assigns to DISKOVER CO. the management and collection rights of its rights of public communication and reproduction for such public communication, as well as the fair compensation for private copying, in those countries where rights (exclusive, remuneration or fair compensation) are generated for the phonogram producer, which LICENSEE is not collecting by its own means at the time of the execution of this agreement. DISKOVER CO. shall collect such remunerations during the term of the agreement and shall include them in the settlements in favor of LICENSOR, for which purpose it may contact as many collecting societies as it deems appropriate. This assignment is detailed in APPENDIX III to this agreement.
3. DISKOVER CO. may collect the remunerations generated prior to the term of this agreement, in the event that these may be claimed, as well as those generated by the use of THE CONTENTS during the term of this agreement, even if the collection of the accrued fees is to be made after the end of the term of this agreement.
Reservation of Rights: Diskover Co. will not edit, remix, resequence or otherwise alter any Content delivered by You to Diskover Co. in any form, except as otherwise set forth in the Agreement, or as You have expressly opted-in to Services requiring or directly authorized. All rights not specifically granted or licensed to Diskover Co. are expressly reserved by You.
Loading and storage of its contents
1. After registration, you can upload your content (including sound recordings and audiovisual works, photographs, images and other related content) to your personal account, for further Digital Distribution.
2. You may only upload content to the Platform that you own or have written permission from rights holders, and you may not upload any content whose rights are held by third parties. We may require you to provide us with all documents, contracts and registration certiﬁcates necessary to conﬁrm that you own the rights to your content and we reserve the right to ask you not to transﬁer content from a speciﬁc author or producer, or we may also remove any of your content from the Platform so long as we are legally satisfied that it does not belong to you.
3. As speciﬁed above, you may not, under any circumstances, upload or upload content that may be harmful, threatening, unlawful, conﬁdential, defamatory, harassing, obscene, indecent, and fraudulent, that infringes privacy rights, incites hatred or includes text of a racist, ethnic or other nature, that is against, hinders or limits any individual, in any way, or that exposes us or third parties to any harm and/or liability of any kind .
4. You may not upload any private or false information of any third party, including, but not limited to, postal addresses, e-mail addresses and telephone numbers.
5. You are not allowed to upload content that may infringe copyright law or third party trademark ownership.
6. As we speciﬁed above, you are free to exploit your content, directly or h third parties, to Digital Music Services that are not selected or available on the Platform.
7. We reserve the right to access and analyze all or part of your content to ensure compliance with the law and these Terms of Use. We also reserve the right to remove files, data or information uploaded by you if we believe that they do not comply with these Terms, or if we believe that they are not suitable or appropriate for the Platform or the Service.
8. Finally, and for clarification purposes, these Terms do not establish any obligation for you to upload a minimum amount of content and/or a minimum availability of content.
Your Obligations::
1. From the Effective Date and throughout the Term and with respect to new Content, You shall:
  
  1. Deliver to Diskover Co. the Phonograms and Videos in a digital or electronic format approved by Diskover Co. or in any other format approved by Diskover Co;
  2. Transfer to Diskover Co. control over the administrative functions of the Channel; provided that You retain all rights, including full control and complete title to, and full responsibility for, the Content on YouTube and the Channel. Diskover Co. may remove or may require You to remove any YouTube Content immediately upon notice of copyright infringement, or violation of the rights of any party or concern thereof or if such YouTube Content violates the terms of this Agreement or violates any laws, rules or regulations, including the terms, rules, policies, guidelines or other business interests of Diskover Co. or YouTube (or its parent or aﬁliated companies), in such party's sole and reasonable determination;
  3. Deliver to Diskover Co. the Album Materials (including the credits of the Phonograms and Videos, including but not limited to, the names and contact information of the writer(s), and music publisher(s) of the musical compositions incorporated in the Phonograms and Videos) and any other relevant information that may be required by Diskover Co. prior to the release of the Phonogram and/or Video (it is recommended to deliver this material at least four (4) weeks prior to the scheduled release date).
2. Some Services provided by Diskover Co. may require You to pay Diskover Co. a one-time upfront fee. These Services will be optional for You, and You will be informed prior to acceptance that a fee is involved. All fees must be paid at the time of opting for the applicable Service and must be paid through the system provided by the Site.
3. You will obtain and pay all clearances and licenses in the Territory for all Content (in particular but not limited to musical compositions incorporated into Phonograms and/or Videos unless otherwise handled and paid for directly by YouTube or the applicable Third Party Platforms, which shall be your sole responsibility to verify in writing). Accordingly, You shall be responsible for and shall pay any and all royalties and other revenues due to artists, performers, performers, producers, authors, composers and other participants from recording royalties, sales or other uses of the Phonograms and Videos, including, but not limited to, all phonomechanical royalties payable to the authors and/or publishers of compositions incorporated in the Phonograms and Video, all payments that may be required by collective bargaining agreements applicable to the Phonograms and Videos, and any other royalties, fees and/or monies payable by You with respect to the Content, unless You have verified in writing that YouTube or the applicable Third Party Platforms have paid such royalties.
Intellectual Property Rights
1. Nothing contained herein shall be construed as granting you any ownership rights in the Platform or any part thereof; therefore, we do not grant to you by these Terms of Use, the right to exploit our intellectual property rights (including, without limitation, copyrights, patents, trademarks, registered trademarks, trade secrets, proprietary and related proprietary information, etc.). All of these rights are expressly reserved by us and, as a consequence, we will retain all proprietary rights to the platform, our trademarks, technology, etc., together with all full or partial copies thereof.
2. When you upload or upload any of your content to our servers through the platform, you acknowledge the following:
  1. That we are authorized to manage, directly or through third parties, your content (including recordings, videos, compositions, covers, etc.) through the digital music services selected by you, worldwide and for the duration of our relationship;
  2. That you own and/or control all rights in and to your content and/or have the full right and ability to upload your content and exploit it according to the terms described herein;
  3. That its content does not infringe copyright or any other rights of third parties.
  4. That we are authorized during the Term of the Agreement to license the synchronization of your Content to third parties on a worldwide basis.
3. If any of Your Content uses any type of so-called "copyleft license" and such content was created or developed by a person (including artists and producers) who is not associated with any collective rights management society (such as, but not limited to, SACEM in France, MCPS in the United Kingdom, SGAE in Spain, GEMA in Germany, etc.) in any country in the world, and in compliance with section 4.4 above, you authorize us to claim on your behalf from the collective rights management society in each country.) in any country in the world, and in compliance with section 4.4 above, you authorize us to claim on your behalf, where applicable, from the collecting society in each country, any royalties, levies, fees, etc. that The Digital Music Services has paid in respect of such content.
Fraud: We work very hard and invest a lot of resources to avoid automatic and fraudulent uses. For this reason, we have created a speciﬁc anti-fraud policy, which is available in the "Legal" section of your account. When you accept these Terms of Use, you also acknowledge and agree to our anti-fraud policy and, therefore, you agree, among other commitments, that you will not authorize, any third party to generate, directly or indirectly, fraudulent or invalid automatic playback actions, especially on the Digital Music Services.
In this anti-fraud policy, we have implemented a 3 Strikes policy; therefore, please read the policy carefully, as we will be very strict in enforcing it.
Privacy: Our data protection policy is described in the privacy policy. The privacy policy is part of our relationship and, therefore, when you accept these Terms of Use, you also acknowledge and agree to our privacy policy, which is available to you in the "Legal" section of your account.
Payments:
1. You must register an account with Diskover Co. through the Site to receive balances payable to You.
2. Pursuant to the rights granted herein Diskover Co. will, conditioned upon Your full compliance with the terms and conditions of the Agreement, pay You, in accordance with the accounting provisions set forth below, in accordance with the Agreement:
  1. Seventy-five percent (75%) of the Net Revenues received from Third Party Platforms, directly related or in connection with the exploitation of the Phonograms (including, to avoid confusion, Net Revenues received from YouTube, Content ID, mobile stores and/or video stores);
  2. "Net Revenues" signiﬁes all monies received by or due to Diskover Co. directly attributable to the operation directly or in connection with the Content, Channel or Integrations on YouTube or other applicable Third Party Platform, less any applicable money transfer transaction processing fees, applicable sales taxes and ﬁscal withholding taxes required in applicable territories, and/or union scale fees (where applicable).
  3. Your share of the Revenues shall include all royalties earned from sales, streaming. You shall be responsible for payment of all taxes assessed to You with respect to all income received by You pursuant to this Agreement. Diskover Co. shall have the right to conﬁrm in the accounting, uses and other disclosures received from Diskover Co. sublicensees (including, but not limited to, YouTube Analytics) for all purposes of the Agreement.
3. Diskover Co. shall account and report to You on a monthly basis the share of Net Revenues. Payments shall be made to You via Paypal, wire transfer, or any other means of payment.
  method used by Diskover Co. Once the withdrawal process is initiated, it may take up to fourteen (14) business days for the draft to post to your account. Any objection relating to any accounting statement, or any claim arising therefrom, must be instituted (and any claim initiated), no later than six (6) months from the date the statement was rendered, and You waive any additional statute of limitations conferred by applicable law.
Representations and Warranties; Indemnification:
1. You represent and warrant that: (i) You have full legal capacity, power and authority to enter into and be bound by this Agreement; (ii) You will not grant and have not granted to any third party any rights that are inconsistent with the rights granted to Diskover Co. hereunder;
  (iii) You are the sole owner of intellectual property rights associated with the Content or You have the licenses and authorizations to the rights in the Content, for exploitation in the Territory, during the Term, with sufficient capacity to enter into this Agreement and grant the rights provided herein; (iv) all Content complies with the Third Party Platform Agreements (as deﬁned below); (v) the Content provided by You to Diskover Co. and Diskover Co.'s performance of the Services and exercise of the rights granted herein, will not infringe upon any other material, or violate, infringe any common or statutory rights, including but not limited to copyrights, trademarks and rights of privacy and publicity of any third party and (vi) You are not aware of any material claims, or the basis for such claims, that may affect the ownership or validity of the Content.
2. You agree to indemnify, defend, and hold harmless Diskover Co., its affiliates and licensors and their directors, officers, shareholders, agents and employees, from and against any losses, damages, costs and expenses (including reasonable attorneys' fees), arising out of or relating to any breach or alleged breach by You of any warranty, representation or agreement made in the Agreement. In the event a claim is made or an action is commenced, Diskover Co. shall have the right to withhold payment of any or all sums of money due to You hereunder in amounts reasonable to such claim or action pending its disposition.
3. You agree to be bound by the Site Terms of Use, the Site Privacy Policy, and other related agreements located on the Diskover Co. website (the "Site"), provided that the same are modiﬁed or updated from time to time on the Site at Diskover Co.'s sole discretion. You further agree to be bound by the terms of use and privacy policies of the Third Party Platforms (including without limitation YouTube and Google) (the "Third Party Platform Agreements"), with respect to Your use of YouTube or Third Party Platform services, Content and the rights granted by the Agreement.
4. Nothing in this Agreement obligates Diskover Co. to distribute, reproduce, exploit, or otherwise use the Videos or Content in any way, all in Diskover Co. sole discretion. Diskover Co. may choose not to provide or to cease providing any Service with respect to any Phonogram or Video in its sole discretion, including but not limited to poor production quality, offensive or hateful, obscene or inappropriate material. Diskover Co. shall have the unilateral power, without limitation, to remove any Content or material from the Site and the Services it provides, when it believes, in its sole discretion, that they violate the Site Agreements, Third Party Platform Agreements or other terms and conditions contained in this Agreement.
LIMITATION OF LIABILITY:

THE AGGREGATE LIABILITY OF DISKOVER CO. S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF MONEY PAID BY DISKOVER CO. TO YOU IN THE TWO (2) YEAR PERIOD PRIOR TO THE DATE OF THE BREACH OR ALLEGED BREACH OF DISKOVER CO. S BREACH OR ALLEGED BREACH GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL DISKOVER CO. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS OR LOSS OF DATA ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WHETHER OR NOT THE PARTIES WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF WHETHER THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THE AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ESTIMATE OF RISK, AND THAT EACH PARTY WILL NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.

We cannot guarantee that the platform and service will meet your expectations. Except as expressly provided in these Terms of Use, we provide the services and platform "as is" and without warranty We disclaim all other warranties, express or implied, including warranties of non-infringement, merchantability and fitness for a particular ﬁnding. The platform cannot be tested in all possible operating environments, therefore, we do not warrant that the functions contained in the platform will meet your requirements, that the operation of the platform will not be interrupted or that the platform is error free. Except as set forth herein and to the extent permitted by law, all other warranties, express, implied, statutory or otherwise, including, also warranties of merchantability, quality and fitness for a particular purpose, are excluded by us. Neither we nor any of our third party suppliers or partners shall be liable for any indirect, special, incidental or consequential damages or losses, whether for lost profits, contracts, loss of data or programs, or for the cost of recovering such data, or for the incorrect or defective performance of your content.

You shall assume all responsibility and shall defend, indemnify and hold us and a third party if any harmless from your use of the platform and service.

Our liability under or in connection with the Platform and the Service (including damages) whether for negligence, breach of contract or otherwise shall be limited to the value of the fees paid by you to us during the 12 months prior to the claim.

We shall not be liable for any loss, whether arising directly or indirectly from: (a) profits, (b) savings, (c) goodwill, (d) reputation, (e) income, (f) anticipated savings, (g) business or opportunity or (h) any other economic loss; nor any loss or damage, indirect, consequential or incidental of any nature, whether arising from breach of contract, warranty, tort, strict liability, negligence or otherwise, or even if advised of the possibility of such loss or damage, or whether such loss or damage could reasonably have been foreseen.

We respect the rights of others (including copyright, image and personality rights, etc.) and expect our customers to do the same. In accordance with the European Directive on Internet Service Provider Liability, we will respond promptly to remove or disable access to material uploaded by users of the platform and/or service that we allege infringes the rights of others
Confidenciality: In the event that we provide you with any information (including, but not limited to, platform statistics, performance KPIs, marketing material, etc.), you agree to treat such information as conﬁdential and in no event shall it be used (either for your beneﬁts or for any third party), disclosed, transmitted, or made public by you without our prior written agreement.
Misceláneas:
1. The Agreement contains the entire agreement between the parties with respect to the subject matter hereof and may be modified only in writing, with electronic and/or ﬁrm acceptance by the parties. This Agreement terminates any prior or contemporaneous Agreements and/or understandings, whether oral or written, with respect to the subject matter hereof.
2. If any provision of this Agreement or the enforceability hereof for any reason is declared by a court or arbitral proceeding having jurisdiction under this Agreement to be invalid or unenforceable, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intention and agreement of the parties that this Agreement shall be deemed to be amended by modiﬁcating such provision to the extent necessary to make it valid, legal and enforceable while preserving its intent or, if such modiﬁcation is not possible, by substituting therefor another provision that is valid, legal and enforceable in order to materially effectuate the intent of the parties.
3. As a condition precedent to any aﬁrmation by You that Diskover Co. is in breach of any obligation contained herein or otherwise in breach of this Agreement, You shall give Diskover Co. detailed written notice of such breach, and Diskover Co. shall have a period of thirty (30) days after receipt of such written notice within which to cure such alleged breach or default. No default by Diskover Co. shall be deemed to be unrectifiable. Failure by either party to act in the event of a breach of this Agreement by the other party shall not be deemed a waiver of any claim of such breach or a waiver of any claim of future breaches.
4. The parties agree and acknowledge that the relationship between them is that of independent contractors. This Agreement does not create a partnership or joint venture, and neither party shall be an agent, partner, employee or representative of the other.
5. This Agreement shall be binding upon the assigns, heirs, executors, aﬁliates, agents, administrators and successors of each of the parties. Diskover Co. shall have the right to freely assign this Agreement at any time to any third party. You acknowledge and agree that neither this Agreement, nor any right or interest hereunder, may be assigned or transferred by You without Diskover Co.'s express, prior written consent.
6. All notices will be in writing and will be sent by email. If Diskover Co. sends a notiﬁcation to You it will use the contact information provided by You at the time of Your registration with Diskover Co. or that which results when it is updated by You, in the absence of a valid email address, will be notiﬁed by such other method or means as Diskover Co. chooses in its sole discretion, including but not limited to a posting to Your account on the Site. All notiﬁcations to Diskover Co. must be sent to support@diskover.co. All notices shall be deemed received: (i) 24 hours after the e-mail is sent, if no "system error" or delivery error notice is generated; when published by other electronic means, if permitted. If the law provides that certain communications must be in writing, You agree that communication by e-mail satisfies this legal requirement.
7. This Agreement shall be deemed to have been made in the City of Madrid, without regard to its conﬂict of laws provisions, and its validity, construction, performance and breach shall be governed by the laws of the City of Madrid.
8. All actions or proceedings seeking the interpretation or enforcement of this Agreement shall be submitted to ﬁnal binding arbitration under the commercial rules in the City of Madrid. Any such action or proceeding shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim, controversy, action or proceeding of any other party. In the event of a claim or dispute, the sole remedy to You shall be limited to an action at law for monetary damages, if any, and You shall have no right to in any way amend or restrict the Site(s), Services or other activities of Diskover Co.

You acknowledge that you have been advised to seek legal advice with respect to this Agreement and that you have either sought and obtained such advice or deliberately refrained from doing so. This Agreement shall be deemed to be drafted jointly between the parties and shall not be construed against any party by reason of its preparation or drafting.

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Signed by Jhonatan González
Signed On: 18/12/2023

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06/02/2023 22:33 CEST

EN DKVR STARTER 25 Uploaded by Jhonatan González - admin@diskover.co IP 88.12.83.62