TÉRMINOS Y CONDICIONES

TERMS AND CONDITIONS 

Intellectual and industrial SQUAREDPOINTS property and its logo are a trademark Spanish national with number 3602420 on which boasts RED POINTS SOLUTIONS S.L., exclusively, all intellectual property rights and / or industrial granting the legislation. Please read carefully these Terms and Conditions in order to enjoy the services offered by RED POINTS SOLUTIONS SL – whose registered office is at C/ Tuset 3 4º 2ª 08006 (Barcelona) and fiscal number is B-65649899 (hereinafter referred to as RED POINTS)- on the website [www.squaredpoints.com].

By accepting these Terms and Conditions you (hereinafter referred to as the “Client”) are deemed to have read and agreed thereto and, as a consequence, you initiate a legal relationship with RED POINTS in accordance therewith. Notwithstanding the foregoing, the use of the services by the User implies the acceptance of and submission to the present Terms and Conditions

  1. – OBJECT OF THE CONTRACT

These Terms and Conditions regulate the provision of a service in virtue there of RED POINTS provides User with (hereinafter referred to as “Services”) the management of the official channels and audiovisual content which is property of the Client on the digital platform “YouTube” (YouTube.com), as well as the protection of the same against third parties in the manner which is detailed below.

Particularly, the Services include the following Official channel CMS management, optimization and content claim. RED POINTS assumes the management of the CMS (content management system) of the Official Channel of the Client on which takes into account the following aspects:

a)Prompt upload of content: RED POINTS shall be able to promptly assume the uploading of the proprietary content (videos) of the Client to the Official Channel. However, it shall be the Client who generally and preferably shall upload the proprietary Content to Official Channel. In any case, the production, editing and selection of the audiovisual content which is uploaded to the Channel shall be functions reserved exclusively for the Client.

  1. b) Application of technical optimization measures: For those videos which are predicted to be capable of having a significant number of views or when the Client expressly requests so, RED POINTS shall apply the technical optimization measures with the aim of improving the positioning of this Content on the platform and maximizing the return. These measures shall include:
  • Meta data: insertion of the meta data of the video or optimization of the already existing – title, description and labels;
  • annotations: insertion of annotations in the video with various aims (retaining the users in the channel, facilitating the navigation in reproduction lists, capturing new subscribers, increasing the interaction with the audience, etc.);
  • Thumbnails: Selection of the thumbnails (avatars) most representative in order to make the Content more attractive to the users;
  • In-video programming: inclusion of the logo chosen by the Client in all the proprietary videos uploaded to the Official Channel.
  1. Management of the “Content ID” system – Content claims of third parties: RED POINTS shall exclusively assume the function of locating, claiming and monetizing, in favor of the Client, all the Content uploaded on the platform by unauthorized third party users for which the Client holds exclusive intellectual property rights.

With the aim of guaranteeing the maximum efficacy in the monetization of the proprietary Content of the Client uploaded by third parties, the claims are carried out:

  • Manually by way of weekly searches based on key words;
  • Automatically by way of the “Content ID” tool provided by the platform. RED POINTS shall manage and supervise this process by means of: the configuration of the assets (reference files) which allow the system to identify Content which is property of the Client uploaded by third party users; the application of the policies determined by the Client (blocking, monetizing and/or tracking); the management of all the incidents which may take place during the claim process.

d)Management of property disputes and conflicts: RED POINTS shall manage, in collaboration with the Client, the incidents, which may occur in relation to: property conflicts regarding proprietary content or third party content; incidents and disputes in third party content claims. The management of these incidents shall be limited to the scope of the internet proceedings articulated by the platform itself.

The service does not, in any case, include proceedings in the judicial system, nor against illegal content located in physical environments.

In the case that a subsequent action for the defense of the rights of the Client is necessary by way of the traditional judicial channels, the Client shall indicate the lawyer assigned for its defense, to whom the relevant documentation shall be forwarded. In the case that the Client desires to bring this subsequent action by way of the legal services of Red Points, Red Points shall provide a new quote separately.

  1. Monitoring reports
  • Red Points shall send a Monitoring Report to the Client on a monthly basis in which:
  1. Useful data and information shall be provided regarding the activity of the Official Channel and the progression of the returns generated: relevant metrics, evolution and comparative with respect to previous periods, most successful content, demographic data of the audience, etc.
  1. This shall include information gathered relating to the location, claim and monetization, in favor of the Client, of all the Content uploaded to the platform by unauthorized third party users for which the Client holds exclusive intellectual property rights
  1. There shall be an interpretation of these data and specific action proposals shall be formulated with the aim of introducing improvements and maximizing the return of the Channel.

The use of the Services provided by RED POINTS entails the complete and unconditional acceptance of these Terms and Conditions or those in force at any given time which shall be applicable without prejudice of the particular or special conditions or agreements established in that case. 

  1. Delivery of documentation.
  • Upon signing this Contract, the Client shall provide Red Points with all the information and documentation relating to the stated job and which is necessary for the correct execution of the same, the Client guaranteeing that it shall always be complete and authentic information and that it shall address any additional request for information which Red Points requests. 
  1. Guarantees and responsibilities
  • Red Points shall not be responsible for any direct, indirect, special, unforeseen, derived, exemplary or punitive damage including, but not limited to, damage derived from the interruption of the Service, delays, errors, malfunctioning and, in general, any inconvenience, the origin or cause of which is out of the reasonable control of Red Points or by the loss of data or the presence of inaccurate or corrupted data in the Service or which occurs as a result of the negligence or bad faith of the Client and/or which derives from situations of force majeure and/or third parties actions without any negligence having taken place on the part of Red Points.
  • All the industrial and/or intellectual property rights regarding the Service are the exclusive property of Red Points, consequently the Client shall refrain from using or registering under its name any patents, trademarks or other distinctive signs of which Red Points is the holder and may not modify, reproduce, distribute or communicate publicly the Service or make the Service available to third parties.
  • The Client guarantees that it is the holder of all the necessary rights regarding the Content and Official Channels, which are the object of the Service and shall hold Red Points harmless in the case any claim or action initiated by third parties is lodged due to infringement of the rights referred to.
  • Upon request by Red Points, the Client shall provide all the information and documentation certifying the declarations made.
  • Moreover, the Client undertakes to keep Red Points informed in relation to:
  1. Any modification of their rights regarding the Content and/or Official Channels and the management particularities of the same;
  1. The agreements of the Client with third parties (for example distributors, partners, licensees, etc.) which influence the internet claims and/or which can determine the focus and/or the scope;
  1. The exceptions to be taken into account (official spaces, authorized spaces, non-priority spaces, etc.).
  1. Confidentiality
  • The Parties acknowledge a mutual duty of secrecy and confidentiality in relation to the original information or belonging only to the knowledge of one of the Parties, which is generally not available to third parties and is provided to the other Party in an oral or written manner, or to which the other Party has access as a result of the signing and execution of the present Contract, including the information to which Red Points has access as a result of the use of the Service on the part of the Client (hereinafter, “Confidential Information”).
  • Each one of the Parties is obligated to:
  1. Not use, provide, grant, sell, lease or disclose the Confidential Information which it has received from the other Party.
  1. Not distribute, orally, in writing, or by means of any other computer medium any knowledge or relevant information or secret of the other Party and of which it has become aware during the direct or indirection relation with the same.
  2. Maintain the Confidential Information in strict confidence, protect it in a reasonable and suitable manner and in accordance with the applicable professional standards and not disclose it to any Party or individual except where expressly permitted in this Contract and with the prior written consent of the other Party.
  1. Use the Confidential Information exclusively for the purposes described in the present Contract, and reproduce it only as necessary for executing their obligations within the framework of the present Contract.
  1. Use and archive the Confidential Information with control and protection mechanisms, at least as strict as those which the other Party has established for the use and archiving of their own Confidential Information.
  1. Allow access to the Confidential Information only to those physical and legal entities who, providing services for Red Points, require said information for the provision of services connected with the present Contract.

In this respect, Red Points shall advise the cited physical and legal entities regarding their confidentiality obligations with respect to the Confidential Information which is provided to them or revealed to them, obligations which shall be identical to those of the present Contract and the fulfilment of the same shall be ensured.

  • The restrictions previously mentioned regarding the disclosure and use shall not apply to information which: (i) is in the public domain or comes into the public domain by means different to the violation of this Contract, (ii) whether it is already known by the other Party prior to signing the present Contract, (iii) has been revealed by a third party without restrictions, (iv) has been developed independently, (v) must be disclosed by express legal order, an order from the competent authority, decree, regulation or other legal standard (in which case, the other Party must be notified in writing prior to the disclosure thereof), or (vi) when the Parties expressly agree to the disclosure of determined information protected within the scope of the present clause. 
  • RED POINTS shall not be responsible for any direct, indirect, special, unforeseen, derived, exemplary or punitive damage including, but not limited to, damage derived from the interruption of the Service, delays, errors, malfunctioning and, in general, any inconvenience, the origin or cause of which is out of the reasonable control of RED POINTS or by the loss of data or the presence of inaccurate or corrupted data in the Service or which occurs as a result of the negligence or bad faith of the Client and/or which derives from situations of force majeure and/or third parties actions without any negligence having taken place on the part of RED POINTS.
  • All the industrial and/or intellectual property rights regarding the Service are the exclusive property of RED POINTS, consequently the Client shall refrain from using or registering under its name any patents, trademarks or other distinctive signs of which Red Points is the holder and may not modify, reproduce, distribute or communicate publicly the Service or make the Service available to third parties.
  • The Client guarantees that it is the holder of all the necessary rights regarding the Content and Official Channels, which are the object of the Service and shall hold RED POINTS harmless in the case any claim or action initiated by third parties is lodged due to infringement of the rights referred to.
  • Upon request by RED POINTS, the Client shall provide all the information and documentation certifying the declarations made. Moreover, the Client undertakes to keep RED POINTS informed in relation to:
  1. Any modification of their rights regarding the Content and/or Official Channels and the management particularities of the same;
  2. The agreements of the Client with third parties (for example distributors, partners, licensees, etc.) which influence the internet claims and/or which can determine the focus and/or the scope;
  3. The exceptions to be taken into account
  1. Confidentiality
  • The Parties acknowledge a mutual duty of secrecy and confidentiality in relation to the original information or belonging only to the knowledge of one of the Parties, which is generally not available to third parties and is provided to the other Party in an oral or written manner, or to which the other Party has access as a result of the signing and execution of the present Contract, including the information to which Red Points has access as a result of the use of the Service on the part of the Client (hereinafter, “Confidential Information”).
  • Each one of the Parties is obligated to:
  1. Not use, provide, grant, sell, lease or disclose the Confidential Information which it has received from the other Party.
  1. Not distribute, orally, in writing, or by means of any other computer medium any knowledge or relevant information or secret of the other Party and of which it has become aware during the direct or indirection relation with the same.
  2. Maintain the Confidential Information in strict confidence, protect it in a reasonable and suitable manner and in accordance with the applicable professional standards and not disclose it to any Party or individual except where expressly permitted in this Contract and with the prior written consent of the other Party.
  1. Use the Confidential Information exclusively for the purposes described in the present Contract, and reproduce it only as necessary for executing their obligations within the framework of the present Contract.
  1. Use and archive the Confidential Information with control and protection mechanisms, at least as strict as those which the other Party has established for the use and archiving of their own Confidential Information.
  1. Allow access to the Confidential Information only to those physical and legal entities who, providing services for RED POINTS, require said information for the provision of services connected with the present Contract.

In this respect, RED POINTS shall advise the cited physical and legal entities regarding their confidentiality obligations with respect to the Confidential Information which is provided to them or revealed to them, obligations which shall be identical to those of the present Contract and the fulfilment of the same shall be ensured.

  • The restrictions previously mentioned regarding the disclosure and use shall not apply to information which: (i) is in the public domain or comes into the public domain by means different to the violation of this Contract, (ii) whether it is already known by the other Party prior to signing the present Contract, (iii) has been revealed by a third party without restrictions, (iv) has been developed independently, (v) must be disclosed by express legal order, an order from the competent authority, decree, regulation or other legal standard (in which case, the other Party must be notified in writing prior to the disclosure thereof), or (vi) when the Parties expressly agree to the disclosure of determined information protected within the scope of the present clause. 

8.- Personal data

8.1. Red Points undertakes to treat personal data, which, where appropriate, are provided to Red Points by the Client (hereinafter, the “Data”) according to that established in the current legislation on this matter, with the aim of providing the Service described in the present Contract and for such purpose, it is obligated to:

  1. Treat the Data only according to the instructions given by the Client.
  1. Not apply or use the data with aims different to those which are stated in the present Contract.
  1. Not communicate the Data to third parties, not even for the storage thereof.
  1. Implement the security measures which are regularly applicable with the aim of maintaining integrity, confidentiality and availability of the Data.
  • Once the provision of the services has been concluded, destroy or return all those data which are related to or provided by the Client, as well as any medium or document in which any data may be recorded which has been the object of processing, without prejudice to the obligation for storage which the applicable legal provisions stipulate.
  • Red Points shall not be responsible for the non-performance on the part of the Client of the obligations derived from the Spanish Organic Law of Personal Data Protection (LOPD) and the legislation which develops it.
  • By means of signing the present Contract and in accordance with the current legislation on the matter of data protection, the Client expressly authorizes Red Points to incorporate the data which is provided as a result of the provision of services established here into an automated processing file, which is the responsibility of the latter, with the aim of being able to comply with the content of this Contract, and for the sending of corporate communications which may be of interest for the Client.
  • Moreover, the Client accepts and gives its express consent so that its data may be given to third parties within the scope of the provision of services described here and exclusively for the fulfilment of the purposes for which they were collected.
  • The Client may, at any time, exercise its rights to access, cancel, rectify or oppose by means of written communication addressed to Red Points Solutions, S.L.-LOPD, carrer Tuset 3, 4º 2ª 08006 Barcelona.
  1. Notifications
  • Any notifications or requests related to the present Contract shall be addressed to the departments provided in the letterhead or to those which have been previously notified by the Parties in accordance with that established in the present clause.
  • The notifications may be carried out by any written means which allows record of receipt to be provided.
  1. Authorization

The Client expressly authorizes Red Points to make public the fact that it provides its services to the Client, only and exclusively in commercial tasks and with the same objectives.

  1. Partial nullity

The declaration of nullity or invalidity which may affect any of the clauses of the present Contract, in no way, produces the nullity or invalidity of the remaining clauses of the same, the Parties undertaking to do their utmost to agree an equivalent solution which is valid and which duly reflects their intentions.

  1. Entire agreement

The present Contract constitutes the entire agreement of the Parties with respect to the matter which is the object of the same, and replaces any other pacts or agreements existing between the Parties which relates to said matter.

  1. Jurisdiction and applicable right
  • For the resolution of any conflict, which may arise in relation to the interpretation, or execution of the present Contract, the Parties, waiving any jurisdiction, which may correspond to them, shall be subject to the courts of the city of Barcelona.
  • The present Contract is governed and interpreted according to Spanish laws.