Definiciones

'VIDEXT': VIDEXT TECHNOLOGIES, S.L. is a limited liability company incorporated in Spain, with its registered office at Calle Martin el Humano nº 1, Valencia 46008, Spain, and registered in the Commercial Registry of Valencia, volume: 11547, book: 8825, folio: 69, section: 8, sheet: V217513 with tax identification number B-06881825.

'VIDEXT Associates': Means any partner, distributor, retailer, or any third party authorized by VIDEXT to distribute or sell Licenses.

'End-User Content': Means all types of visual and auditory content, including, without limitation, photographs, photos, images, templates, paintings, designs, films or videos, audio elements, and other materials and/or literary and artistic works, whether generated optically, electronically, digitally, or by any other means, which are used or uploaded by the User to create the video through the Platform, including the final video.

'Data Protection Legislation': Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, concerning the protection of natural persons about the processing of personal data and the free movement of such data; repealing Directive 95/46/EC; Law 3/2018 of December 5, on Personal Data Protection; and any other applicable provisions.

'License': Means the License granted by VIDEXT to the User under the terms described in Section 2 of these Terms of Use.

'Model': Means the audiovisual recording model that has assigned their image rights to VIDEXT for VIDEXT to provide the Services.

'Platform': Means the VIDEXT Platform, i.e., an artificial intelligence video generator, including all graphics, user interfaces, scripts, and related services that VIDEXT may provide for the use of the Platform, and any updates, upgrades, modifications, revisions, or additions that VIDEXT makes; through the Platform, the User can create presentations, tutorials, explanatory videos, marketing, promotional videos, and similar for internal or professional use, using available images and voice and according to the User’s texts.

'Term': Means the period during which the License is valid.

'Fees': Means the consideration the User must pay to VIDEXT or its respective Associates for the use of the Platform.

'Services': Means the video generation services using artificial intelligence, including all graphics, user interfaces, scripts, and related services that VIDEXT makes available to the User through the Platform.

'Website': Means the website 'https://www.vidext.io/'

'Terms of Use': Means these Terms of Use.

'User': Means the user of the Platform or licensee who has entered into a License agreement with VIDEXT under these Terms of Use.

1. Access to the Platform - User Account

1.1 Access to the Platform requires the activation of a user account and password, which will be provided on the Platform after the User signs the corresponding contract (the “User Account”). The User is obligated to keep all usernames and passwords confidential and not to disclose or share any part of them with third parties.

1.2 Ownership of the User Account: VIDEXT will consider the owner of the User Account to be the person or entity whose email address is listed in VIDEXT's records as the owner of the User Account. In case of conflict over the ownership of a User Account, VIDEXT reserves the right to determine the ownership at its discretion. If such determination is not possible (as assessed by VIDEXT), VIDEXT reserves the right to suspend a User Account until the conflicting parties reach an agreement, without VIDEXT being liable to any of the parties in conflict.

1.3 Notwithstanding any contrary provision in this document, the User acknowledges and agrees that they do not own nor have any proprietary interest in their User Account, and further acknowledges and agrees that all rights in their User Account are and will always be owned by VIDEXT and will benefit VIDEXT. Additionally, the User is responsible for all activities that occur under their User Account and must monitor their User Account to restrict use by minors and will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify VIDEXT immediately of any unauthorized use of your password or any other breach of security. If you provide false, inaccurate, incomplete, or outdated information, or VIDEXT has reasonable grounds to suspect that the information you provide is false, inaccurate, incomplete, or outdated, VIDEXT reserves the right to suspend or cancel your Account and reject any current or future use of the Service (or any part thereof). You agree not to create an Account using a false identity or information or on behalf of anyone other than yourself. You may not have more than one Account at any time. VIDEXT reserves the right to remove or reclaim any username at any time and for any reason, including, without limitation, claims by a third party that a username violates that third party’s rights. You agree not to create an Account or use the Service if you have previously been removed by VIDEXT, or if you have been previously banned from any of the Services.

1.4 If any of the Services were purchased through a User Account, VIDEXT may consider the owner of such User Account or the User Content created with it to be the individual or legal entity whose billing information was used to purchase such Services ('Billing Information').

2. User Declarations and Warranties

2.1 By registering and creating a User Account, the User declares and warrants that on the registration date, they are at least sixteen (16) years old, have the legal capacity to be bound by VIDEXT's Terms, and can enter into a binding agreement under VIDEXT's Terms.

2.2 Regarding their User Content, the User confirms that:

2.2.1 They own all rights to the content uploaded, developed, or provided by the User, or imported, connected, copied, or uploaded by VIDEXT's Services on the Platform ('User Content'), including all design, image, animation, video, audio file, font, logo, code, algorithm, SPI, API, database, illustration, composition, artwork, interface, username, information provided to create a subdomain name, text, literary work, and any other material ('Content'), or that they otherwise have (and will continue to have) full power, title, license, consent, and authority regarding the User Content, which is necessary to access, import, copy, use, connect, develop, publish, transfer, or license such User Content, either by the User or by us or any of our affiliates.

2.2.2 They have (and will retain) full power, ownership, licenses, consents, and authority to allow VIDEXT's Services to access any website, web pages, and other online services, to import, copy, display, upload, transmit, or otherwise using their User Content.

2.2.3 The User Content is (and will remain) truthful, current, and accurate, does not infringe third-party rights, and is not illegal for the User to upload, import, copy, possess, publish, transmit, display, or otherwise use it.

2.2.4 They have obtained all necessary consents and permissions under all applicable laws regarding the registration, transmission, and publication of any personal information and/or the image or likeness of any person, entity, or property that is part of the User Content, and that the User adheres to all applicable laws.

3. License

3.1 'Granting of the License': Subject to the User's full compliance with the Terms and timely payment of the Fees, VIDEXT grants the User, under this document and for the duration of the Term, a non-exclusive, non-transferable, non-sublicensable, limited, and fully revocable License to use the Platform and additional services that VIDEXT makes available through the VIDEXT website, i.e., the limited right to use the Platform and available resources for creating videos from text lines for internal or professional use (Final User Content), on a single system server node at one location.

3.2 'Restrictions': As a condition of granting the License, the User agrees to (i) use the Platform or any part thereof in express compliance with the Terms; (ii) use the Platform or any part thereof on devices, products, systems, hardware, servers, and/or locations that are not expressly excluded by the Terms; (iii) not alter or modify the Platform or any part thereof, create derivative works based on the Platform or any part thereof, or adapt, translate, alter, or embed the Platform in any other service or product unless expressly permitted by the Terms; (iv) not reverse engineer, decompile, decipher, disassemble, or otherwise reduce the Platform or any part thereof to human-readable format or attempt to obtain the Platform's source code; (v) not use the Platform in violation of any applicable laws related to the Terms; (vi) not distribute, sell, license, share, or otherwise provide access to the Platform or any part thereof to third parties, including, without limitation, subsidiaries, affiliates, group companies, etc.; (vii) not use the Platform for purposes other than those described in section 2.1 above; (viii) not use the Platform or any part thereof to provide services to third parties unless expressly stated otherwise in these Terms; (ix) not disclose, publish, and/or make available to third parties the results of any performance, functional, or security evaluation of the Platform or any part thereof without prior written approval from VIDEXT; (x) not alter or remove any proprietary notices or legends contained in the Platform or any part thereof, and (xi) not engage in any activity that disrupts or otherwise interferes with the proper functioning of the Platform or any server, technology, equipment, and/or network infrastructure provided or accessible in connection with it. Any attempt to carry out any of the aforementioned actions will be considered a breach of the Terms.

4. Intellectual Property Rights

4.1 'User Intellectual Property Rights': The User will own all intellectual property rights related to the Final User Content and any other material created or developed by the User through the Platform, including but not limited to all design, image, animation, video, audio file, composition, artwork. Therefore, VIDEXT does not own any intellectual property rights to the Final User Content.

4.2 Despite the ownership of intellectual property rights of User Content as described in section 1 above, the User agrees and acknowledges that to provide the Services and maintain and improve those Services, VIDEXT must access, upload, or copy the User Content to the Platform (including cloud services and content delivery networks -CDNs-) to enable display adjustments, improve software tools (e.g., artificial intelligence or machine learning models), create backup copies and/or perform any other necessary technical actions or uses for the provision of Services at VIDEXT's discretion (in particular, each of these actions or the set of actions will be referred to as 'Restricted Access Actions'). Therefore, by accepting the Terms of Use, the User grants VIDEXT a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to access their User Content solely to complete Restricted Access Actions.

4.3 'Feedback': The User agrees that submitting any idea, suggestion, document, and/or proposal to VIDEXT through its suggestion pages, feedback, forums, or similar ('Feedback') is at their own risk and that VIDEXT has no obligations (including, but not limited to, confidentiality obligations) regarding such Feedback. The User represents and warrants that they have all the rights necessary to submit the Feedback and hereby grants VIDEXT a fully settled, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works, and otherwise exploit, whether commercially or non-commercially, all and any Feedback, as well as sublicense the foregoing rights in connection with VIDEXT's operation and maintenance of the Service and/or business.

4.4 'VIDEXT Intellectual Property': All rights, title, and interest in the Platform, including any copyrightable materials or other content subject to intellectual property rights under any applicable law (including arts, graphics, images, templates, and website widgets, literary works, source, and object code, computer code (including HTML), applications, audio, music, video, and other media, designs, animations, interfaces, the look and feel of the Services, methods, products, algorithms, data, interactive objects of VIDEXT, advertising, and acquisition tools and methods, inventions, trade secrets, logos, domains, custom URLs, trademarks, service marks, trade names, and other proprietary identifiers, whether or not registered or capable of being registered (collectively, 'Intellectual Property'), and any derivatives thereof, are the property of VIDEXT or have been licensed to VIDEXT.

4.5 The Terms of Use do not convey any right or interest in favor of the User concerning VIDEXT's Intellectual Property (or any part thereof). Nothing in the Terms constitutes an assignment or waiver of VIDEXT's Intellectual Property rights under any law.

5. The VIDEXT Platform

5.1 The Platform, its features, and functionalities are the property of VIDEXT and are protected by applicable copyright, patent, trademark, know-how, and trade secret laws. By entering into the License, the User acknowledges and agrees that VIDEXT is and will remain the owner of all rights, title, and interest in the Platform, including any associated intellectual property rights related to the Platform under applicable laws. The User acknowledges and agrees that any opinion, suggestion, comment, improvement, modification, and any other information they may provide to VIDEXT regarding the Platform or its operation may be used, disclosed, disseminated, and/or protected under intellectual property rights and/or published by VIDEXT for any purpose, including the incorporation of such information into Platform improvements, without any obligation to the User, and that they waive any rights to such information.

5.2 Open Source Software and Other Third-Party Software: The Platform may contain or be provided with open-source libraries, components, utilities, and other open-source software (collectively, 'Open Source'), as well as other third-party software or developments ('Third-Party Software') that may have applicable licensing terms. Notwithstanding anything to the contrary herein, the use of open-source and third-party software will be subject to the applicable licensing terms as required by the relevant licensor (which may contain additional rights and/or obligations), and the User agrees to comply with the applicable licensing terms. VIDEXT will not be liable for any infringement and/or non-compliance in this regard.

6. User Reference

6.1 The User agrees that VIDEXT may identify them as a user of the Platform and use their name and logo in sales presentations, on the VIDEXT website, in marketing materials, and press releases, all intended for the potential promotion of a joint success story.

7. Prohibited Uses

7.1 The User agrees not to misuse the Platform, VIDEXT content, or End User Content. Misuse constitutes any use, access, or interference with the Platform, VIDEXT content, or End User Content that is contrary to the Terms of Use, any other individual agreement executed between the User and VIDEXT, and any applicable law and/or regulation.

7.2 In particular, the User shall not use the Platform, VIDEXT Content, or End User Content:

7.2.1 In any way that violates any applicable national or international law or regulation;

7.2.2 In any way that infringes the rights of others (including intellectual property—and, without limitation, copyright, publicity, personality, or other rights of others), or in any way that is illegal, obscene, defamatory, abusive, pornographic, immoral, insulting, threatening, fraudulent, racially or ethnically offensive, intimidating, discriminatory, harassing, humiliating to others (whether publicly or otherwise), libelous, hostile, violent, harmful, or otherwise objectionable to any person or entity and, in particular, concerning the Models;

7.2.3 In any way that contains any information or content (i) that discriminates against others based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, (ii) that is illegal, including, without limitation, the disclosure of insider information under securities law or trade secrets of another party, (iii) that you have no right to make available under any law or contractual or fiduciary relationships, or that you know is not accurate and up-to-date;

7.2.4 To transmit or attempt to transmit any political content;

7.2.5 To perform any action that could damage the reputation of VIDEXT;

7.2.6 To impersonate or attempt to impersonate VIDEXT, VIDEXT Models, or any other person or entity;

7.2.7 To transmit or attempt to transmit any advertising or promotional material, including any 'junk mail,' 'chain letters,' 'spam,' or any other similar solicitation;

7.2.8 To represent the Model in any content (i) in a manner that a person might reasonably consider offensive, including, but not limited to, representing the Model as suffering from or medicating for any medical condition, including addiction; (ii) alongside or in connection with age-inappropriate or regulated goods or services, including, but not limited to, alcohol, tobacco, nicotine (including vaping products), psychoactive substances, firearms, gambling, preservatives, sex toys, escort services, dating services, adult entertainment venues, and the like; (iii) where the Model makes any statement of opinion, including the expression of any personal preference or experience as though they were the Model’s preferences or experiences; (iv) where the Model makes any factual statement concerning religion, politics, race, gender, sexuality, or other topics known to be sensitive to certain demographic groups;

7.2.9 To create trademarks, design marks, service marks, or other similar protectable or registrable rights or to make any use of the Model's image or voice other than as permitted by the Terms of Use and for any purpose not set forth herein.

7.3 If any of your End User Content is deemed by VIDEXT to violate the Terms of Use after its creation, you must immediately delete, stop distributing, and remove the infringing End User Content both online and offline after receiving the relevant written notice from VIDEXT at the address you used to register on the Platform and, within three (3) calendar days, immediately cease the use, in any way or form, of the images, voices, or related data of the Model and prevent access to such content. In this context, VIDEXT or VIDEXT’s Associates may, at their sole discretion, immediately suspend your access to the Platform in the event of a flagrant or repeated breach of the Terms of Use and charge all funds owed and payable to VIDEXT and/or VIDEXT’s Associates, which shall become immediately due in a single payment.

7.4 The User acknowledges and agrees that VIDEXT does not filter or moderate the content that the User uploads, publishes, shares, or provides through the Platform and/or End User Content. However, VIDEXT reserves the right to remove, delete, block, or rectify such content at its sole discretion and, without prior notice, to deny your access to the Platform: If any complaint is received regarding such content; If a notice of intellectual property rights infringement is received; By order of a public authority; or When VIDEXT becomes aware that the content may violate the terms of the contract with the Models or pose a risk to third parties and/or the availability of the Platform.

If any complaint is received regarding such content

If a notice of intellectual property rights infringement is received

By order of a public authority or

When VIDEXT becomes aware that the content may violate the terms of the contract with the Models or pose a risk to third parties and/or the availability of the Platform.

8. Support and Maintenance Services

8.1 Only VIDEXT and/or VIDEXT’s Associates can provide support services to the User and will make their best efforts to offer assistance in case of issues concerning the availability, functioning, performance, and/or use of the Platform.

8.2 VIDEXT and/or VIDEXT’s Associates will make their best efforts to respond to any support request as soon as reasonably possible and will provide assistance and advice regarding the use and operation of the Platform within reasonable business hours. Business days are defined as any day on which regular business operations occur in the city of Madrid (Spain), Monday through Friday, 9 AM to 5 PM local time, excluding weekends, holidays according to Madrid’s working calendar, and the first three weeks of August each year ('Business Days').

8.3 If an error occurs (i.e., any defect that materially affects the availability, functioning, and/or performance of the Platform), VIDEXT and/or VIDEXT’s Associates will use commercially reasonable efforts to resolve the error as quickly as possible. While the error is being resolved, VIDEXT and/or VIDEXT’s Associates, at their sole discretion, may implement temporary workarounds to prevent the error for the time being.

8.4 When access to your systems is required for the provision of maintenance services, the User will ensure that such access is granted to VIDEXT and/or VIDEXT’s Associates. The User acknowledges that failure to provide access to its systems for support and maintenance services may result in the inability to provide access to the Platform. In such cases, VIDEXT shall not be held liable to the User for the inability to provide access to the Platform.

8.5 VIDEXT and/or VIDEXT’s Associates may implement any updates to the Platform that, at their sole discretion, are necessary or appropriate to ensure the proper functioning of the Platform or to prevent any risk of infringing third-party rights, including intellectual property rights. For the avoidance of doubt, VIDEXT and/or VIDEXT’s Associates shall have no obligation to provide updates.

9. Information: Privacy

9.1 Personal Data Processing Information: Whenever personal data is transferred or processed under the Terms of Use, VIDEXT is obliged to comply with Data Protection Legislation, maintaining total confidentiality regarding all personal data accessed within the scope of this VIDEXT.

9.2 VIDEXT will process personal data based on its legitimate interest and solely to contact the User for the maintenance, promotion, execution, and control of the contractual relationship. VIDEXT will process personal data for as long as the contractual relationship lasts, without prejudice to the possibility of retaining it, duly blocked, after the contractual relationship ends.

9.3 For all intents and purposes, we inform you that your data will not be transferred to any third party. VIDEXT’s service providers and/or VIDEXT’s Associates related to systems, technology, and administrative management will have access to your data or data relating to your representatives within the scope of the services those service providers offer. We inform you that VIDEXT will not make any international transfers of personal data.

9.4 The User may exercise their rights of access, rectification, deletion, limitation, and objection to the processing at any time by contacting VIDEXT at the address indicated in the Terms of Use. Additionally, the User may also file a complaint with the relevant authority regarding the exercise of those rights.

9.5 The Parties agree to provide the information contained in the previous section to all employees or contact persons of their company whose personal data will be provided to the other party under these Terms of Use.

9.6 The User agrees that the following information will be provided to VIDEXT by the User solely to validate and activate the Platform, improve the Platform, or for statistical or demographic analysis: Full name, address, state, postal code, phone number, VAT number (if applicable), and valid payment method information, including credit card details (e.g., expiration date and CVV code).

9.7 Unless otherwise stated herein, the above-mentioned information will be collected, processed, and used by VIDEXT’s Privacy Policy at VIDEXT - AI Video Generation, which is incorporated herein by reference. The Privacy Policy governs how VIDEXT collects, processes, stores, and uses the information provided by the User or related to their use of the Platform. VIDEXT may update the Privacy Policy from time to time, so please review it periodically.

10. Fees

10.1 Remuneration: In exchange for the License granted by VIDEXT, the User agrees to pay the subscription plan that they expressly select when accessing the Platform. A valid payment method is required to process the payment for your subscription. The User must provide VIDEXT with accurate and complete billing information, including full name, address, state, postal code, phone number, VAT number (if applicable), and valid payment method information. By submitting such payment information, the User automatically authorizes VIDEXT to charge all subscription fees incurred through their account to any such payment instruments.

10.2 The User shall pay all Fees by bank transfer or SEPA debit according to the prevailing fees, costs, and billing terms at the time any Fee becomes due and payable. By providing VIDEXT with your payment information, you agree that VIDEXT is authorized to immediately bill your Account for all Fees due and payable to VIDEXT under this agreement, and no further notice or consent is required. The User must promptly notify VIDEXT of any changes to their payment information to maintain its accuracy and integrity.

10.3 VIDEXT reserves the right to modify its prices and billing methods at any time at its sole discretion. The User agrees to have sufficient funds or credit at the time of placing an order to ensure the purchase price can be charged by us.

10.4 Failure to provide VIDEXT with accurate payment information constitutes a material breach of this Agreement by you. Except as otherwise stated in these Terms of Use, Service Fees are non-refundable.

11. Term: Termination

11.1 Duration: The License granted under these Terms of Use concerning the Platform shall commence on the date the User accepts the Terms of Use or otherwise uses and/or accesses the Platform and shall remain in effect until the end of the subscription plan purchased unless otherwise terminated by the Terms of Use.

11.2 Early Termination: If the User fails to comply with any provisions of the Terms of Use, VIDEXT may immediately suspend their access to the Platform and terminate the Terms of Use. Upon termination of the Terms of Use, the User must cease using the Platform and return, uninstall, and/or destroy all copies of the Platform and all parts thereof, including associated storage media, and delete all copies of the Platform from both temporary and permanent system storage.

11.3 The sections related to End User Content (in particular, the prohibited uses described in Section 7) and all liabilities accrued before termination or expiration shall survive any termination or expiration of the Terms of Use.

11.4 VIDEXT may immediately terminate the User's access to the Platform upon written notice if the User breaches the Terms of Use or becomes insolvent, or if VIDEXT determines or reasonably suspects that the User is in breach of the Terms of Use and does not remedy or cure such breach or demonstrate their solvency within 3 calendar days of written notice from VIDEXT.

11.5 The User may terminate this agreement, upon written notice, if VIDEXT ceases its business operations or becomes subject to insolvency proceedings, and such proceedings are not dismissed within 45 days.

11.6 The User may cancel their subscription to the Platform by deleting their account, but such cancellation does not relieve them of their obligation to pay the applicable subscription plan Fees. Unless otherwise mutually agreed upon by the User and VIDEXT in writing or as explicitly stated herein, the effective date of such termination will occur at the end of the then-current subscription period, and the User's obligation to pay the subscription plan Fees during such subscription period will remain in full force and effect, and the User will not be entitled to a refund of prepaid subscription plan Fees.

11.7 Notwithstanding our termination rights stated above, we may decide to temporarily suspend the account (including any access to it) and/or our service in the following cases: (i) we believe, at our sole discretion, that the User or any third party is using the Platform in a manner that may pose a security risk, may cause harm to us or any third party, and/or may pose any liability for us or any third party; (ii) we believe, at our sole discretion, that the User or any third party is using the Platform in violation of the Terms of Use or applicable law; or (iii) your payment obligations under the Terms of Use are, or may become, overdue. The suspension rights mentioned above are in addition to any remedies available to VIDEXT under the Terms of Use and/or applicable law.

12. Representations and Warranties by VIDEXT

12.1 If the Platform does not materially conform to the expected specifications, your sole and exclusive remedy and the entire liability of VIDEXT and its Associates under this limited warranty shall be, at VIDEXT's discretion, to repair the Platform.

12.2 VIDEXT represents and warrants that support and maintenance services will be professional and will be carried out by generally accepted industry standards for similar services. VIDEXT’s total liability and your sole and exclusive remedy for any breach of the foregoing warranty regarding support and maintenance services will be that VIDEXT will re-perform the non-conforming services, provided that VIDEXT receives written notice of the non-conformity from you no later than fifteen (15) calendar days after the original delivery of the services by VIDEXT. The express warranties specified above do not apply if the Platform or any part thereof: (i) has been altered, except by VIDEXT; (ii) has not been used, installed, operated, repaired, or maintained by the Terms of Use; (iii) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (iv) is used in equipment, products, or systems that do not meet the specifications identified by VIDEXT. Furthermore, the warranties set forth herein apply only when a warranty claim is made to VIDEXT within the applicable warranty period specified herein and do not apply to any failure, defect, or error caused by or attributable to software or hardware not provided by VIDEXT.

12.3 Except for the warranties expressly outlined in this section, the Platform is provided 'As Is,' 'With All Faults,' and 'As Available'; and without any warranties of any kind. VIDEXT and the VIDEXT Associates make no representations or warranties of any kind, express or implied, concerning the Platform and specifically disclaim all such warranties, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose related to the Platform, its use, or any inability to use it, and non-infringement. Without limiting the foregoing disclaimer, VIDEXT and its licensors do not represent, warrant, or guarantee that the Platform (i) will operate uninterrupted, timely, secure, or error-free, (ii) will always be available or free of all harmful components or errors, or (iii) will be secure or immune (including content delivered to the User or information provided by the User) from unauthorized access or malicious attacks.

12.4 VIDEXT has no obligation to provide updates, upgrades, modifications, revisions, or additions to the Platform. VIDEXT reserves all rights not expressly authorized herein.

13. Limitation of Liability by VIDEXT

13.1 To the extent permitted by law, under no circumstances will VIDEXT and/or the VIDEXT Associates be liable to You for any indirect, incidental, consequential, special, exemplary, or loss of profits damages, whether based on contract or tort (including negligence), even if VIDEXT has been advised of the possibility of such damages.

13.2 In no event will the aggregate liability of VIDEXT arising out of or relating to the Terms of Use, including, without limitation, your use or inability to use the Platform, associated services, or otherwise, exceed the Fees you paid for the Platform. This limitation will apply regardless of the theory of liability, whether breach of contract, negligence, infringement, or any other theory, regardless of whether VIDEXT has been advised of the possibility of such damages.

13.3 This limitation and waiver also apply to any claim you may bring against any other party to the extent that VIDEXT is required to indemnify that party for such claim. Multiple claims will not extend the limitations outlined in this section. The foregoing limitations, exclusions, and disclaimers will apply to the fullest extent permitted by applicable law.

13.4 You are solely responsible for any content you upload, post, share, or provide through the Platform, as well as the distribution and/or public communication of the end user’s Content and the content of such communications. The removal, deletion, blocking, or rectification by VIDEXT or the VIDEXT Associates of such content will not entitle those who have provided such content or those responsible for it to any claim for compensation, damages, or reimbursement. You agree to hold VIDEXT harmless from any claim and/or damage suffered due to the content you upload, provide, or facilitate through the Platform, as well as for the distribution and/or public communication of the end user’s Content, including, without limitation and for informational purposes only, any claim made by third parties.

14. Indemnification

14.1 In consideration of your use of the Platform, you agree to indemnify fully and hold harmless VIDEXT, the VIDEXT Associates, the Models, and their employees, agents, affiliates, partners, licensors, parent companies, subsidiaries, and distributors from and against any demand or claim, including reasonable attorneys' fees, made by any third party due to or arising out of:

- Your use and/or misuse of the Platform

- Any breach by you of the Terms of Use, in particular, failure and/or infringement of the provisions of section 5 relating to Prohibited Uses

- Any information or content that you upload, send, post, transmit, store, or make available to the public through the Platform and for the distribution and/or public communication of End User Content

- Any violation by you of any third-party rights

15. General Terms

15.1 Governing Law: Unless otherwise stated, the Terms of Use, including all revisions and amendments thereto, shall be governed by and construed by the laws of Spain, without regard to conflict of law principles.

15.2 Jurisdiction: Unless otherwise stated, the parties expressly waive any other jurisdiction that might legally correspond to them and expressly submit the resolution of any questions, discrepancies, disputes, or claims arising out of the performance, interpretation, or fulfillment of the Terms of Use, including those relating to any non-contractual obligations arising out of or relating to it, to the jurisdiction of the courts of the city of Valencia (Spain).

15.3 Independent Contractors: The parties are independent contractors, and the Terms of Use do not establish any partnership, joint venture, employment, franchise, or agency relationship between the parties.

15.4 Equitable Relief: The parties agree that a material breach of the Terms of Use would cause irreparable harm to VIDEXT for which there may not be an adequate remedy at law. Consequently, VIDEXT will be entitled to seek injunctive relief and specific performance from any court of competent jurisdiction, without prejudice to any other remedies available in law or equity.

15.5 Entire Agreement: The Terms of Use constitute the entire agreement between the parties concerning the license to use the Platform and the support and maintenance services. The Terms of Use supersede and nullify all prior communications, proposals, representations, and agreements, both written and oral, related to the subject matter herein. The Terms of Use prevail over any pre-printed, conflicting, or additional terms of any purchase order, order document, acknowledgment, confirmation, or other documents issued by the User, even if accepted in writing by both parties.

15.6 Amendments and Modifications to the Terms of Use: VIDEXT reserves the right, at its sole discretion, to amend, modify, and otherwise change the terms of the Terms of Use at any time. In the event of material changes to the Terms of Use, VIDEXT will notify you by sending you notice via email, postal mail, or through a pop-up on your computer screen, at its sole discretion, or by posting a notice of such changes in a prominent place within the services you access.

15.7 Confidentiality: At all times during the term of the Terms of Use and thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for your benefit or the benefit of any other person or entity, any confidential information of VIDEXT or the VIDEXT Associates. For purposes of the Terms of Use, confidential information means all data, information, and documents uploaded and stored in the Platform by VIDEXT and/or all data, information, and documents, whether written, digital, oral, or otherwise, that are unique or confidential to VIDEXT or the VIDEXT Associates.

15.8 Export: The Platform, including any technical data provided by VIDEXT under this document, may be subject to export control, re-export, or import laws of the country of origin, destination, or use, including the regulations of such laws. You shall fully comply with all applicable international and national laws and regulations governing the Platform and its use. Without limiting the generality of the foregoing, you expressly agree that you will not export, and will cause your employees to agree not to export, directly or indirectly, re-export, divert, or transfer the Platform or any technical data thereof to any destination, company, or person restricted or prohibited by Spanish laws or regulations or by the laws or regulations of any other applicable jurisdiction.

15.9 Assignment: VIDEXT reserves the right, at its sole and absolute discretion, to transfer, assign, sublicense, or pledge in any way, any of its rights and obligations under the Terms of Use to any third party without your consent and without notifying you. You may not transfer, assign, delegate, sublicense, or pledge any of your rights or obligations under the Terms of Use in any way. Any purported assignment, sale, transfer, delegation, or other disposition by you, except as permitted herein, shall be null and void.

15.10 Force Majeure: VIDEXT will not be considered to have breached the Terms of Use to the extent that the performance of its obligations or attempts to cure any breach is delayed or prevented by any natural disaster, accident, riot, governmental acts, acts of war or terrorism, shortage of materials, labor dispute, pandemic, interruption or failure of utility or transport service, or any other cause that is beyond the control of VIDEXT.

15.11 Severability: If any term or provision of the Terms of Use is null or unenforceable by any judicial or administrative authority, such determination will not affect the validity or enforceability of the remaining terms and provisions of the Terms of Use. The remaining provisions of the Terms of Use will remain in effect and be interpreted according to their terms.

15.12 Headings: The headings contained in the Terms of Use are for reference purposes only and shall not affect the meaning or interpretation of the Terms of Use.

15.13 No Waiver: The fact that VIDEXT does not enforce any provision of the Terms of Use at any time, or that VIDEXT does not require the user to comply with any provision of the Terms of Use at any time, will not be construed in any way as a present or future waiver of such provisions, nor will it affect VIDEXT's right to enforce such provision after that. VIDEXT's express waiver of any provision, condition, or requirement of the Terms of Use shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.

15.14 Notice: Any notice required or permitted under the Terms of Use must be in writing. Notices to VIDEXT shall be delivered in person, by certified mail (with return receipt requested and postage prepaid), or by commercial courier (with return receipt) to: VIDEXT TECHNOLOGIES, S.L.