Main Service Agreement

1. Purpose, scope and acceptance

This Main Service Agreement (the “Agreement”) is a contract between you (“you” and “your”) and ENVIA IT, S.L., a corporation organized and existing under the laws of Spain, with VAT number B06972467 and registered office located at C/ Diseminado Puente Culebra 24, 04738 Vicar, Almería, Spain (“Nudato”, “we”, “us” or “our”). Nudato offers a SaaS one-stop solution for comprehensive and intuitive event management, enabling professional event organizers to create, manage and promote their virtual, hybrid and in-person events and such other services, products, deliverables, capabilities and features as may be offered by Nudato (the “Platform”).

 

The Agreement regulates your purchase of a license to use the Platform and the use of the Platform under license. In addition to the general terms of the Agreement, there are specific terms (e.g., price, starting date, termination date, subscription plan) regulated in the description of the subscription plans or on any purchase order you sign. The use of the Platform is also governed by our Terms of Use , our Privacy Policy and Cookies Policy, which describes how we collect and process the data of people browsing the open sections of our Platform and the data of clients, as well as the data processing agreement included as an annex to this Agreement, which describes our use of the personal data that you include in the Platform for event management. The description of the subscription plans, any purchase orders signed, the Terms of Use, the Privacy and Cookies Policy and the data processing agreement are an integral part of these Agreement and shall be understood in conjunction with it.

 

BY CLICKING ON THE AGREE (OR SIMILAR BUTTON OR CHECKBOX) THAT IS PRESENTED TO YOU AT THE TIME OF YOUR ORDER, OR BY SIGNING A PURCHASE ORDER OR BY USING OR ACCESSING THE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE PROHIBITED FROM USING OR ACCESSING THE PLATFORM.

 

If you enter this Agreement not as an individual in its private capacity but on a professional capacity on behalf of your company or other entity (for example, as an agent or employee), then you and/or any other reference to the user of the Platform means your entity and you are binding your entity to this Agreement. Moreover, you represent and warrant that you are legally authorized to enter into this Agreement in your jurisdiction.

 

If you are purchasing a license covering several users, each and every user is bound by the terms of the Agreement and any purchase order signed and you are responsible for their use of the Platform in accordance with them and in compliance with applicable laws.

 

You hereby waive all applicable rights to require an original (non-electronic) signature, delivery, or retention of non-electronic records, to the extent not prohibited under applicable law.

 

The terms “hereof”, “hereto”, “herein” and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular provision, article or section.

 

2.Purchasing a Platform license

 

You can purchase a license to use the Platform by subscribing to any of the subscription plans shown on Nudato’s Platform. Depending on the subscription plan, you can subscribe:

 

Only users over the age of 18 can use the Platform.

 

In order to use the Platform under a license, you will need to create an account with Nudato (an “Account”). You shall bare the sole responsibility for the activity that occurs in your Account and for the content that you upload to it, and you are liable for always keeping your Account username and password secure. You must notify Nudato immediately of any loss, unauthorized use, access or disclosure of your Account or your credentials.

 

You hereby represent and warrant that any and all information you provide in connection with the creation and maintenance of your Account shall at all times be accurate, true, complete and correct, and that you will update all information if and as it changes from time to time.

 

You shall refrain from using another person’s Account, credentials, and/or information on the Platform without Nudato’s or such person’s written permission.

 

3. Scope of the Platform license

 

By purchasing any of the subscription plans offered by Nudato, you will be granted a revocable, non-exclusive, non-sublicensable, non-transferable license to use the Platform in accordance with this Agreement for the purposes of event creation, management and promotion. The specific functionalities, characteristics, specifications and scope for each subscription plan will be those described at any given time on Nudato’s Platform or agreed in a purchase order. You are responsible for reviewing the description of the subscription plans on Nudato’s website carefully and expressly agree to be bound by them.

 

You acknowledge that the Platform and, in particular, all Intellectual Property rights (as defined in the Terms of Use) are the sole property of Nudato or its licensors and that you shall gain no right, title or interest in the Platform other than the non-exclusive rights of use expressly granted herein.

 

4.Obligations in relation to the use of the Platform under license

 

The sections of the Platform available only under license, its associated software, documentation and materials, and all Intellectual Property rights (as defined in the Terms of Use) therein will continue to be always the exclusive property of Nudato. For this purpose, in relation to the sections of the Platform available under license, you undertake to:

 

1. Give confidential treatment to the Platform and the documentation and materials provided and to take all reasonable precautions to safeguard them.
2. Do not remove, modify, disable or circumvent any indication of copyright, trademark, distinctive signs or other data, notices or labels of authorship, origin, confidentiality or other property rights of the Platform or its documentation or materials.
3. Do not make copies of the Platform or the documentation or materials or any part thereof, except for the purposes expressly allowed in this Agreement.
4. When making copies permitted in accordance with the foregoing paragraph, incorporate into the copy(s) any indication of copyright, trademark, distinctive signs or other data, notices or labels of authorship, origin, confidentiality or other property rights of the Platform or its documentation or materials.
5. Do not use the Platform or documentation or materials for a purpose other than that expressly agreed in this Agreement or in any fraudulent, illegal or unlawful manner, or that has a fraudulent, illegal or unlawful purpose or effect.
6. Except as expressly provided in this Agreement, do not transfer, assign, lease, sell, rent, lend, distribute, disclose, publish, reproduce, sublicense, market, commercially exploit or otherwise make available to third parties, directly or indirectly or in whole or in part, the Platform, its documentation or materials or any copy or adaptation thereof.
7. Do not alter, modify, adapt, translate, decompile, reverse engineer, reproduce, disassemble (except where expressly permitted by law), in whole or in part, the Platform or part thereof or create derivative works thereof.
8. Do not remove, modify, disable, circumvent, or limit the effectiveness of any technological or technical protection measures used by Nudato to (i) administer, monitor, control or analyze the installation, access or use of the software (ii) protect Nudato’s Intellectual Property rights.

 

5. Obligations in relation to your data/strong>

 

You hereby declare and warrant that you own all rights in, and to, any of the data that you upload to the Platform, including, without limitation, any databases, marketing materials, designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, literary works and any other materials, or otherwise, and that you have, (and shall continue to have), the full power, title, licenses, consents and authority, in and to such content.

You are expressly prohibited from uploading any data to the Platform in relation to which you have no authorization to upload it or that may infringe third-party rights or laws.

In relation to personal data uploaded by you to the Platform, Nudato will work under your instructions acting as your data processor, as explained in Clause 8 “Data Protection”.

Without limitation, you shall indemnify, defend and hold Nudato and its officers, directors, employees, agents, consultants, successors and assigns harmless from and against any and all damages, losses and claims arising from: (i) the content, information, material, works and data (personal or not) that you upload to the Platform; (ii) any misuse of the Platform or related services; (iii) your failure to comply with any tax and withholding obligations which may arise as a result of the Platform license and related services; and (iv) your infringement of any third-party right, including, without limitation intellectual, industrial, privacy, image, confidentiality rights or third-party services. To the fullest extent allowed by the applicable laws, Nudato expressly waives any responsibility in this regard.

 

6. Warranties

EXCEPT AS EXPRESSED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM ARE PROVIDED BY “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS, RELIABILITY, PERFORMANCE AND NON-INFRINGEMENT OR ANY INFORMATION GENERATED BY YOUR USE OF THE PLATFORM. NUDATO MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR OR ANY THIRD PARTY’S REQUIREMENTS, WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR FREE FROM OTHER DEFECT OR FAILURE, OR WILL BE COMPATIBLE WITH OR OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE OR HARDWARE SELECTED OR USED BY YOU OR ANY THIRD PARTY, OR THAT ANY DEFECT IS CORRECTABLE.

 

Nudato shall not be liable for any defects, damages, errors in, or malperformance of the Platform as a result of: (i) your non-compliant use of the Platform; (ii) errors in the Platform due to information and specifications you provided; (iii) your unauthorized modification of the Platform; and (iv) any errors or interruptions caused by you.

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUDATO WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR REVENUE, REPUTATIONAL DAMAGE, LOST POSTAGE, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION OR LOST DATA YOU MAY SUFFER UNDER ANY CIRCUMSTANCES, EVEN IF NUDATO HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

 

7. Confidentiality

 

For the purposes of this Agreement, “Confidential Information” shall mean and include any and all data and information disclosed by a party to the other party during the term of this Agreement (whether written or oral, regardless of the way in which it has been provided or the medium on which it is stored), information designated as confidential by either party and all other information which relates to the business, affairs, customers, products, developments, trade secrets, know-how and personnel of either party.

The receiving party shall:

1. Keep the Confidential Information in strict confidence.
2. Not disclose any of the Confidential Information in any manner to any third party.
3. Use the Confidential Information solely for the purposes established in this Agreement.
4. Adopt the measures necessary to protect the Confidential Information received form the disclosing party against disclosure, which shall be at least the same measures used to protect its own confidential information.
5. Communicate an allow access to the Confidential Information solely to those employees, individuals and legal entities providing services to the receiving party which may require it for the purposes of this Agreement. Each party shall be responsible for any breach of the confidentiality obligations by the individuals or legal entities to whom it has communicated the Confidential Information.
6. Make no copies of any Confidential Information or introduce modifications in it without the disclosing party’s prior consent.
7. Not assert any claim of title or ownership to the Confidential Information or any portion thereof.
8. If Confidential Information consists of computer software disclosed in object code form, not, and not permit any other party, to reverse engineer, reverse compile, or disassemble such object code, or take any other steps to derive a source code equivalent thereof except for that part of the computer software that contains interface information.

The confidentiality obligations shall not apply to that information which:

1. is or becomes publicly available other than as a result of the breach by the receiving party of the terms of this Agreement;
2. is already in the receiving party’s possession prior to disclosure by the disclosing party or is independently derived by the receiving party without the aid, application or use of the Confidential Information or other than by breach of these confidentiality obligations;
3. is lawfully disclosed to the receiving party by a third party on a non-confidential basis; or
4. is required to be disclosed by law or at the formal request from a Court, an Administrative body or any other competent authority. In these cases, the receiving party shall promptly inform the disclosing party of such obligation by providing prior written notice so that the disclosing party may seek a protective order or any other appropriate remedy.

Upon the disclosing party’s first written request and, in any event, upon expiration or termination of the Agreement, the receiving party shall immediately return all Confidential Information (originals, copies, reproductions and any other material) to the disclosing party or, if so, requested by the disclosing party, destroy it. In these cases, the receiving party shall confirm in writing that this obligation has been fulfilled.

 

The parties expressly agree that the confidentiality obligations established herein shall remain in force during five (5) years after the expiration or termination of the Agreement for any reason whatsoever.

 

The infringement of the confidentiality obligations set out herein shall constitute a serious breach of the Agreement and shall entitle the affected party to immediately terminate the Agreement with no cost or penalty and without prejudice of its right to take the appropriate actions in order to grant the compensation for the damages derived from the infringement.

 

8. Data protection

Nudato will process your personal data in accordance with applicable law and our Privacy and Cookies Policy.

 

In relation to the personal data uploaded by you to use the Platform under license, then for the purposes of the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Nudato is a “Data Processor” and you are the “Data Controller” as such terms are defined therein. For purposes of this section all capitalized terms not otherwise defined in this Agreement shall take the meanings ascribed to them under the GDPR. When the license to use the Platform granted herein requires or involves access or use of personal data that is your responsibility by Nudato, such data processing will be subject to the terms set forth hereunder.

 

Nudato will process professional location data, identification and contact data, any other personal data involved in the provision of the Platform license and related services of your employees, clients, providers, suppliers, agents and end users as decided by you for event management purposes.

 

Nudato, in its capacity as “Data Processor”:

 

1. Will only carry out the actions that are necessary to provide the Platform license and related services to you.
2. Will not carry out any other processing of personal data, nor will it apply or use personal data for a purpose other than the provision of the Platform license and related services to you.
3. Guarantees that the persons authorized to process personal data have agreed, expressly and in writing, to respect confidentiality and comply with security measures and that they have been adequately trained in data protection matters.
4. Will immediately inform you if, in its opinion, Nudato considers that any of the instructions provided by you infringes the GDPR or any other regulation regarding data protection of the UE or any of its Member States.
5. Will keep a record, in writing, of the processing activities carried out on your behalf.
6. Will support you in carrying out impact assessments in terms of data protection and prior consultation, if applicable.
7. Will make available to you the necessary information to demonstrate compliance with its obligations, as well as allow and actively collaborate in carrying out audits. At your own expense, you may audit Nudato’s data processing practices prior notice of thirty (30) business days, as long as it does not exceed the limit of one face-to-face audit per calendar year.
8. Will implement appropriate security measures to guarantee the confidentiality, integrity, availability and permanent resilience of the processing systems and services.
9. Will notify you, without undue delay, of the breaches of the security of the personal data in its responsibility of which it is aware.
10. Will destroy the personal data under your responsibility once the Platform license and related services have been fully provided. Without prejudice to the possibility that you expressly request the return of the data that is the subject matter of the data processing agreement, before the end of the provision of the Platform license and related services and without prejudice to the possibility that Nudato keeps such personal data duly blocked during the periods in which responsibilities may have to be cleared due to the provision of the Platform license and related services.
11. Will assist you in the response to the exercise of rights by data subjects where Nudato has means to assist that are not available to you, as well as in the notification to you of the rights that are exercised directly before Nudato, which will be notified within a maximum period of five (5) business days.

 

You, in your capacity as “Data Controller”:

 

1. Will comply with all your implicit obligations of your role as Data Controller in the processing purposes underlying the provision of the Platform license and related services to you.
2. Will ensure, prior to and throughout the processing, compliance with the GDPR and other regulations that may be applicable, as well as your obligations as Data Controller.
3. Authorize Nudato to engage subcontractors where necessary to render the Platform license and related services. Nudato shall inform you of any intended changes concerning the addition or replacement of subcontractors and you will have fifteen (15) natural days to object to such changes. If you do not object within this period you accept the changes. If you do not accept the changes, you can cancel your subscription plan with the consequences described in clause 10.1. Nudato guarantees that the subcontractors are subject to the same conditions established in this clause.

 

9. Term, cancellation and payment of the license

 

The license under the selected subscription plan will start from the date you are allowed access to the section of the Platform under the license corresponding to your subscription plan (“Effective Date”).

 

19. Miscellaneou

10.1 Modification of the Agreement. Nudato may amend the content of the Agreement from time to time for the purposes of:

 

1. Adapting the Agreement in accordance to its legitimate business purpose;
2. adapting the Agreement to any regulatory or legislative provisions in force or in the process of being adopted;
3. adapting the Agreement to any decision of a judicial body, a consumer agency or body, or of any other competent authority, which affects the Platform or its content;
4. preventing abuses or damages or for security reasons; and
5. making amendments to the wording of the Agreement (for instance, to correct grammatical or orthographic mistakes), to the extent that such amendments do not alter the content or meaning of the Agreement.

 

Nudato will provide prior notice of any amendments to this Agreement before they become applicable via a general notice in the Platform or a direct communication via email. Unless Nudato is legally obliged to make the amendments immediately, where the amendments affect essential conditions of the license, amendments will become applicable on the next Payment Term, provided the Payment Term is one (1) month. If you continue using the Platform after this period, you agree to be bound by the amendments. For Payment Terms over one (1) month, your use of the Platform after fifteen (15) natural days from the notice of the amendment will be deemed as an acceptance of the new terms. If you do not agree with the new terms, you are free to cancel your subscription plan in which case Nudato will refund the amount proportionate to the remaining days of the Payment Term.

 

10.2 Sole Agreement. This Agreement may be executed in one or more counterparts, all of which shall be deemed one and the same agreement.

 

10.3 Assignment. The obligations and rights of the parties under this Agreement may not be assigned or otherwise transferred to any third party without the prior express written consent of the other party, which may not be unreasonably withheld. Notwithstanding the foregoing or anything to the contrary herein, Nudato may assign this Agreement, without requiring your prior written consent, to an entity controlling, controlled by or under common control with Nudato or to any entity that acquires Nudato or substantially all of the applicable assets of Nudato which relate to this Agreement.

 

10.4 Severability. If any term or provision of this Agreement or the performance thereof is held to be void, invalid, illegal or unenforceable, the remaining unaffected terms and provisions of the Agreement shall continue in full force and effect. In the event that any term or clause of this Agreement is declared, in whole or in part, void, invalid, illegal or unenforceable, the parties agree to replace it with an equivalent term or clause that most closely approximates the intent of the affected term or clause.

 

10.5 Non-waiver. The delay or failure of a party to exercise any action, remedy or right shall in no event be construed as a waiver of its exercise in the future or imply acquiescence in the breach or circumstance to which the action, remedy or right relates.

 

10.6 Entire Agreement. This Agreement constitutes the entire understanding between the parties relating to the subject matter described herein and supersedes any prior agreements, understandings, understandings, negotiations or discussions between the parties, whether oral or written, relating to such subject matter.

11. Jurisdiction and applicable law

This Agreement shall be governed by, and construed in accordance with, the laws of Spain. You agree that any disputes arising in connection with this Agreement shall be submitted to the jurisdiction of the competent Courts of Madrid (Spain), hereby waiving, to the extent permitted by law, the jurisdiction that may correspond by virtue of their current or future domiciles.