Terms of use – Studio

Terms of use

Identification

These terms and conditions (the “T&C”) govern ONIRIX® sites, platforms and web applications an allow its deployment, operation and availability as well as services provided with regard to its proper utilization (the “Services”). This T&C shall be observed as the main instrument of the legal binding relationship derived from the provision of Services between ONIRIX® users and Nuevo Sentido Tecnológico Realidad Aumentada, S.L. (the “Neosentec”).

These T&C are complemented by: (i) the General Conditions of Use of any website that identify or incorporate ONIRIX® (descriptions, available modules, pricing, etc.) whereby users can access the Services as amended; (ii) ONIRIX® Privacy Policy in force (www.onirix.com/privacy-policy); and (iii) any license including specific elements that focus on allowing users to interact with ONIRIX® at anytime.

As included in www.onirix.com, Neosentec offers you (the “User”): (i) the Services; and (ii) every extreme defined or content that may be uploaded or embedded in www.onirix.com —if included into the legal business concept “offer” as amended—. Likewise, with regard to these Terms, the User expressly or impliedly accepts to engage with Neosentec: (i) once the registration form for signing up as recipient of the Services is completed; and (ii) if the former continues enjoying the Services once amended from time to time —by giving advanced and separate reasonable written notice— despite the amendments that they have undergone.

These Terms may be modified if previously agreed in writing by Neosentec and the User by means of the adoption of specific conditions expressly negotiated.

Introduction

ONIRIX® is built upon three perfectly distinguished and combined elements: (i) ONIRIX studio®, which is the web platform whereby the User can manage content, create and publish markers, maps or spaces that enable its visualization (the “Studio”); (ii) ONIRIX sdk®, which is a group of libraries and utilities intended for use by developers, in many platforms, which allows multiple interactions amongst with compatibles devices (the “SDK’s”); and (iii) ONIRIX player®, which allows the generation and visualization of ONIRIX® projects’ in compatible devices throughout pre-designed apps for OS Android or iOS (the “Player”).

Furthermore, the Terms are complemented with SDK’s and Player User licenses.

Services related to ONIRIX® are managed from Studio once the User signs up and register a Studio account. User experience can be fed and enhanced through the use of SDK’s. Lastly, Player represents the virtual instrument that allows the display of the result of any operation performed by the User within the framework of the Services.

Content

The Services allow the User to create, store, reproduce, share or enable access to the generated content built upon every included functionality, as long as its utilization (the “AR Content”). Neosentec shall be never entitled to claim any AR Content generated by the User through the Services, unless the latter does not comply with its ordinary or extraordinary payment obligations, regarding the Terms.

If the User shares the AR Content or enables its access to third parties, the User hereby accepts and acknowledges that they may be able to transform or modify it, or rather the AR Content may be stored, shared, reproduced and communicated without neither Neosentec’s nor the User express prior consent. Henceforth, the User freely agrees and consent, at its own risk, the possibility of such described conducts materializing, and others with similar issues, as provided in this section.

Notwithstanding the foregoing and given SDK’s user license main element is directly interoperable with Studio, the User warrants that, while enjoying the Services and if the Terms are in force, owns (and shall own, or is obliged to acquire as soon as possible) any and all necessary authorizations and permits from third parties with regard to AR Content generated by the former. In other words, the User warrants that AR Content uploading, storing, reproduction or communication, through the Services, shall neither violate in any way whatsoever the existing rules and current regulations nor any subjective third party rights.

User’s generated AR Content shall be absolute confidential, if expressly stated. Obviously, Neosentec shall not exploit any know-how acquired as a consequence of providing the Services upon any project developed by the User, under no circumstances.

However, to the extent necessary to provide or improve the Services, regardless of any necessary operation focused on implementing security measures in Studio, the User grants to Neosentec a worldwide (legal and territorial) and royalty-free license including any intellectual property right that may arise in for using the Services in relation to the AR Content. In view of thereof, Neosentec may intervene, on a case by case scenario, for implementing and performing linked and inherent operations with regard to the Services: major updates, copies, migration of data, AR Conten reproductions and displays, etc.

If AR Content is hosted by the User in any publicly-accessible area, if available, the former represents and acknowledges that AR Content might appear, be linked, included or embedded in publicity material that promote Studio or the Services, at Neosentec entire disposal, without this involving any right or consideration at all.

Limitations

These Terms absolutely prohibit any conduct contrary to the Services, as well as those that are illegal or cause harm to any fundamental rights (sections 14 to 29, inclusive, of the Spanish Constitution of 27 December 1978 and those included in the European Charter of Fundamental Rights, published in the Official Journal of 18 December 2000).

Thus, it is expressly prohibited to (by way of example and no limitation regarding conducts against law):

  • show or use the Services for communicating improper material (e.g.: potential criminalized conducts, explicit language, nudity, etc.).
  • engage in activities that are fraudulent, false, misleading or in abuse of law.
  • circumvent any technical restrictions on access to or availability of the Services.
  • engage in activity that is harmful to ONIRIX®, Studio, the Services, or the User (e.g., malware implementation, transmitting viruses, generating AR Content linked to racism, misogyny, terrorism).
  • not infringe upon the rights of others.
  • not make continuous groundless, disproportionate or unreasonable queries or requests to the system that configures and governs the Services (by way of example and no limitation: to the API, servers, SDK’s, etc.), if such solicitudes cause unnecessary saturation, neglectful or willful misuse with regard to the User’s subscription or plan and its usual activity registered or what is expected from a normal User in a reasonable manner.
  • not engage in any activity that violates the privacy of other users or third parties.
  • not enhance or help others to break these Terms.

Neosentec reserves the right to review the AR Content anytime for ensuring that the User complies both with these Terms and the Services. As a matter of fact, Neosentec shall seek, on its available means basis, to adopt an active position regarding the safe harbor principles set forth in Directive 2000/31/EC of the European Parliament and of the Council of 8 June 2000 on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market (as well as in its Spanish national transposition, by virtue of Act 34/2002, of 11 July, on Services of the Information Society and E-commerce). Nevertheless, there is no legal binding obligation of supervising the Services.

If Neosentec detects by any means offered by the law that the User does not comply with these Terms, the former may take all appropriate measures needed to prevent such violation regarding the Services, as well as to redirect any User’s conduct in accordance with the applicable law. In respect thereof, and without limitation, the following methods may be employed:

  • sudden and immediate interruption in providing the Services.
  • automatic closing of the User’s account.
  • systematic blockage of any data transfer between active projects in Studio.
  • refusal to access AR Content (by the User).

If Neosentec becomes aware of any described conduct, the former would work on an case by case investigation process for enlightening any issue generated as a consequence of the aforementioned in this section.

Log in, access and use of services

The User shall create a Studio account. The Studio account shall allow the User to sign in its Studio profile and to log in its plan (Test® or Pro®) effectively purchased (jointly the “STATES”).

The User shall log in if desires, in a satisfactory manner, enjoying the interactive experiences provided by the Services. Due to the foregoing, the former undertakes to fill all the essential remarked gaps and to not use any false, inaccurate or misleading information linked to its truly natural or legal identity. If the User creates a Studio account on behalf of an entity (regardless its legal form), such as a business or employer, the former represents that has legal authority to bind that business, entity or employer to these Terms. The Studio account is intuitu personae. The User is responsible for all activity that occurs in Studio under the former’s Studio account.

Once the Studio account is successfully generated and having validated its registration process, said account shall be active while the User complies with its undertakings derived from these Terms, to the extent that the Former and Neosentec are still bounded by an enforceable agreement. If Neosentec reasonably suspects, anytime, that the User’s Studio account is being used to contravene these Terms, or is used fraudulently, Neosentec may suspend the Studio account until the User reclaims ownership by way of the specially enabled channels.

If the User is a natural person and does not register a Studio account on behalf of an entity, business or employer, the former represents that has already either reached the age of “majority” where the User has valid parent or legal guardian consent to be bound by these Terms, once the whole process of registration and validation of the Studio account is confirmed. If the User has not reached the age of majority, Neosentec acknowledges that the former has already obtained a specific consent from its parent or legal guardian to act in this regard. Neosentec recalls to all minor-aged parents or legal guardians that as set forth in section 1903 of the Royal Decree of 24 July 1889, publishing the Spanish Civil Code, they are inexcusable responsible for supervising minors conduct with regard to the Studio account or the Services, whether the “minor” Studio account would have been already generated whether said account were to be generated further on.

Cancelation of subscription: User can cancel any paid subscription Services at any time and without justification, due to this Terms, if the former has fulfilled its obligations at the time for executing the order and complying with any undertaking derived from such conduct. By sending an email to support@onirix.com, user can cancel its subscription automatically, albeit its Studio account will remain active for allowing the former to restore such state at any time. User shall have direct access to its Studio account but shall not have the right to access to neither any Project nor to any AR Content, which shall remain blocked until the effective recovery of the Studio account.

Closing the Studio account: User can cancel the Services or delete its Studio account at any time and for any reason, due to these Terms, if the former has fulfilled its obligations at the time when acting for that purpose and complying with any undertaking derived from such conduct. By interacting with the following link: studio.onirix.com/account, User can delete its subscription automatically and close its Studio account definitely, if there is no unliquidated obligation pending by the former with relation to Neosentec upon these Terms (“Deletion of Studio account”).

In case the User requires the Deletion of its Studio account, Neosentec shall offer the possibility of recovering said account during seven (7) calendar days, which dies a quo shall be the next calendar day after such request is processed. To this end, the User shall send an email to the following address: support@onirix.com, and shall include in the subject field of the email that identify said solicitude: “Studio account effective recovery”.

For completing the Studio account reactivation process, the User shall have fulfilled any and all obligations derived from or arising in the Services subscription and hence also these Terms.

If the aforementioned deadline is exceeded without having the User requested the Studio account reactivation, such account shall be definitely deleted.

If the User’s Studio account is definitely deleted, the former shall lose any right derived from the Terms with regard to the Services immediately. Likewise, Neosentec shall erase all non-personal data (including AR Content) and personal data other than those subject to any applicable law mandatory or legal obligation to be enforced by the former with regard to keep such data stored for a certain period of time, restored or transferred to a third party, etc.

Information and Service notifications: for using the Services the User shall have a permanent internet connection. The User has the overall responsibility for having the adequate system and electronic devices that allow the former to access the Services, as well as for both obtaining the infrastructure and signing all agreements with third parties for being able to use all connections necessary to enjoy the Services.

If Neosentec had to communicate any modification, amendment or incidence to the User with regard to these Terms, the Services or derived from any legal obligation, the former shall always use the specific enabled and described User’s Studio account channels. If the User does not expressly accept the possibility of receiving electronic notifications, the former shall not be entitled to use the Services.

Measurements of Services: using Studio, SDK’s or Player results in data usage regarding the plan appointed by the User. Neosentec represents that content uploading does not imply any data consumption with regard to the assigned data included in each plan. Nonetheless, both first display and modifications operated upon User’s AR Content shall imply a data consumption increase. Notwithstanding the foregoing, AR Content display, if not modified, shall not imply any data consumption increase with regard to the User’s selected plan.

Neosentec shall properly register Studio utilization by the User, on a monthly basis (equivalent to the Services billing period, as laid down in Section 10). Together with the control of the Services effective utilization in Studio, it shall be performed, on the same terms, quantity analysis on the utilization of Player and SDK’s for offering the User an absolute itemized scheme that allow the former to efficiently evaluate the real use of both platforms.

Neosentec may, at all times, audit any use of the Services by the User in order to check that these Terms and all enforceable obligations are being observed as provided in law, any agreement and principles that define the contractual relationship in force.

Ending of the Services: if the Services are canceled (whether by the User or by a Neosentec’s justified decision), the User’s right to access the Services stops immediately as well as any license granted to the former regarding the software Studio (the “Software”), the SDK’s or Player upon these Terms. Likewise, Neosentec shall delete all non-personal data (including AR Content) and User’s personal data, unless required by law to keep it, return it, or transfer it to a third party, etc).

Service level agreement

Service Level Agreement (the “SLA”): all included here: https://www.onirix.com/service-level-agreement/

Updates to the services, software and changes to these terms

If Neosentec proposes to amend these Terms shall notify the User in conformity with them. Neosentec may modify these Terms to the extent that the former understands it adequate based on the business circumstances, applicable law or due to technical or operative requisites. Neosentec shall notify the User prior to such amendment, via Studio interface or through a customized email, or via any other reasonable electronic manner under the circumstances and time when performed.

Neosentec shall always offer to the User the opportunity to cancel the Services with a thirty (30) calendar days period in advance with regard to the date when the amendments upon these Terms shall enter into force. Utilization (as an expressly and unambiguous action made by the User) of the Services after said date means unequivocal acceptance of such amendment. If the User decides not to accept the amendment, the former shall cancel its subscription and definitely close its Studio account, as laid down in Section 5.2.

Neosentec may, at its sole criteria, always focused on improving the User experience, upgradings in the Software, SDK’s or in Player. Thus, it is possible that the Software, SDK’s or Player interfaces initial configuration vary but such modifications shall mirror the upgrading of the options included in the Services for improving the User’s experience accordingly to the evolution of technology applied by Neosentec.

Similarly, if Neosentec cancels without reason or arbitrarily any payment service, a prorate liquidation shall be applied to finalize this binding relationship with regard to the correspondent payments as a result of these Terms.

Lastly, Neosentec does not guarantee or in no event can guarantee a proper functioning of Studio in outdated browser, regardless of any circumstance that may cause or justify such situation. Hence, the User understands and acknowledges that using outdated browsers involve, implicitly, risks inherent to uploads, process, downloads, interactions and reproductions essentials for the Services.

Software license integrating the services

Software License: subscribing the Services, and for the only purposes of specifying which rights are granted by Neosentec to the User with regard to the Software utilization, the Former grants a non-exclusive, limited and exclusive license linked to its Studio account (neither transferrable nor sub-licensable), worldwide, based on Studio for generating, storing, visualizing (reproducting) AR Content, while these Terms are in force and with relation to the STATES (the “License”).

This section defines the objective, subjective, territorial and temporal scope of the License, and its effect shall be extended to any upgrade, amendment or substitution thereof, unless Neosentec adds to such circumstances an additional or concrete license. In such case, the User shall comply with said additional or concrete license for observing how its Software utilization is regulated ex novo.

The Software which is part of the Services may include third-party code and applications. Any third-party scripts or code, linked to or referenced from the Software are licensed to the User by the third parties’ licenses that are considered as authors or that own such code, not by Neosentec.

Services subscription enables the User to use the Software under the extremes laid down in these Terms and with regard to each plan that the former has engaged at any time. The License granted as a consequence of the subscription of the Services does not grant any right to:

  • circumvent or bypass any technological protection measures in or relating to the Software or Services.
  • disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer the Software or other aspect of the Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so, and in consideration of SDK’s and Player.
  • copy, rent, lease, sell, export, import, distribute, or lend the User’s access to its Studio account, the Software or the Services, unless Neosentec expressly authorizes in written to do so.
  • use the Services in any unauthorized way that could interfere with anyone else’s use or that could interfere with the normal providing of the Services by Neosentec.

Variations in the states

Workflow of the STATES that shape the Services: once the User registers its Studio account, access to plan Test® shall be granted without implying any economic cost for using its default options during its free trial. In any further scenario, while Studio account is still active and without blocking by any reason, the User may upgrade to Pro® or its Studio account shall remain in an expired state.

States specific characteristics as well as specific functionalities granted by the Software and SDK’s licenses regarding the Services are detailed in the following link: www.onirix.com/pricing.

The User, any time, and while its Studio account remains active, may notify Neosentec whatever necessity aimed to improve its use of the Services. In detail, including but not limited to, the User could request new add-ons which will be included in its account.

Payment terms

If the User subscribes the Services, then these payment terms apply to such purchase, which shall be applicable to each State:

  • in Studio every charge derived from the subscribed Services shall be paid by certain means of payment. In particular, all payments to be made by the users of the Services shall be performed via the payment platform (which has been approved for carrying out such function upon Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC) “Stripe” (the “Stripe”):
    • Concretely, payments to be made by the User to Neosentec as a consequence of subscribing the Services shall be only performed by the means accepted by Stripe, regardless of Users’ geolocation. Neosentec reserves the ability to check that each payment instrument selected by the User is aligned with its previous appointed Studio account geolocation for applying, if needed, applicable taxes.
  • bills are issued within the first five (5) calendar days of the next month that is subject to billing and shall be notified by electronic means previously identified in the User’s Studio account, or others appointed at Neosentec’s reasonable criteria if such previous described ones do not allow their effective reception by the User.
  • payments shall be upon these Terms and always within the first five (5) calendar days after the month when the bills are issued.
  • all payments due to the User by Neosentec regarding the Services effectively subscribed by the former, shall be performed automatically within the first seven (7) calendar days after the month when the chargeable even occurs.
  • as the Services can be enjoyed by the User in a variety of States, having the possibility of upgrading or downgrading between them, upon the former’s necessities, each bill shall perfectly itemize every concept, as long as any prorate to be calculated.
  • if a special chargeable event associated to the Services expressly ordered by the User or for exceeding any threshold previously determined regarding each State, the User acknowledges to pay such economic amount, which shall be specified in the next bill to be issued by Neosentec.
  • price for each State regarding the Services, unless expressed otherwise. Taxes are levied and calculated upon previous residence country selected together with the payment instrument appointed by the User when subscribing a state that involves a payment (that has to be issued, necessarily, in the same country as the one where the User resides) unless provided otherwise in these Terms.
  • once the User has been notified, as laid down in these Terms, that Neosentec has not received the total economic amount as agreed, another payment or recovery attempt shall be made within the seven (7) calendar days since the first notification was sent. If this second attempt is worthlessness, the Studio account shall be automatically blocked (the “Blocked Account”).
  • once the Studio account appears in the Studio interface as Blocked Account, the User may have access to its bank data for resolving any incidence that would have occurred regarding the debt, but the former shall neither be able to access to any AR Content that would have generated within the States in the Services, nor any other element, and no third party shall be entitled to access to any information stored and linked to such Blocked Account until said incidence is resolved, via previous written confirmation by Neosentec.
  • in the event of late payment, the User shall bear any reasonable costs incurred by Neosentec for recovering such amounts, including attorney’s fees and costs, as well as any other fees and legal costs, as set forth in applicable law. In case the debt is considered as “marginal”, Neosentec may activate another procedure for recovering the User’s debt.
  • the User, by entering into these Terms, undertakes to immediately update its payment data information and other required information for ensuring that the transactions can be completed.
  • if Neosentec shall reimburse any economic amount, the User expressly accepts to provide in a punctual and accurately manner any information necessary for allowing the former to process any payment. Furthermore, the User must have fulfilled these Terms.

Intellectual property rights

Unless stated otherwise in these Terms, or if previously agreed in writing with the User (without considering sections dedicated to Software, SDK’s and Player licenses, which rely on an specific use regime by the User), Neosentec neither grant any license nor other right by virtue of any know-how, patent, copyright, trade secret, distinctive signs or other industrial or intellectual property that might be owned by Neosentec or that is under its effective control or controlled by one of its affiliates.

Representations and warranties

Unless understood by a court that Neosentec has incurred into hidden defects or in bad faith, or that such hidden defects existed or were presented to the User when the Services were offered, the former provide the Services on an “as is” basis “with all faults” and “as available”. Neosentec does not guarantee, in any way whatsoever, the accuracy or timeliness expected by the User regarding the Services. Likewise, the User acknowledges and expressly accepts that computer and telecommunication systems used for accessing and providing the Services, internet and systems prepared for storing linked to the Services are not are not fault-free, secure or that said systems may suffer occasional periods of downtime.

Neosentec cannot guarantee that Services are uninterrupted, completely punctual, safe or free from errors. Neosentec neither offer any guarantee nor any additional contractual condition upon such element. To the extent permitted by law, Neosentec excludes all implicit guarantees that are no considered as a public order or ius cogens categories.

Limitation of Liability: Neosentec shall only be held liable if:

  • the former essentially breaches these Terms or if it is appointed by the applicable law in any way.

Neosentec shall not be held liable, in any way whatsoever, with regard to any indirect or consequential damages, including without limitation loss of profits unless it is fought that the former incurred in willful misconduct.

Likewise, Neosentec shall not be held liable for not complying with its undertakings regarding these Terms if it is reasonable to ascertain that a “Force Majeure” cause could be triggered (by way of example and no limitation: accidents, security breaches, flooding, sovereign acts, hurricanes, etc.).

Assignment

Any and all sections included in these Terms that by nature shall be in force after the termination of the contractual relationship between the User and Neosentec, shall survive the termination of such relationship, for whatever purpose, unless disproportionately harms Neosentec’s interests.

Neosentec may assign, transfer or dispose, at its sole criteria, any right or obligation derived from these Terms, in whole or in part, to the extent that the foregoing does not imply any harm to previous commitments undertaken with the User, at any time and without the prior written consent of the latter. It is expressly prohibited that the User assigns or transfers its rights or obligations derived from these Terms, as well as to dispose of it in any other manner, without previous written consent given by Neosentec.

Boiler plate

These Terms contains the complete, full and exclusive binding relationship between the User and Neosentec (without having into consideration the specific content of SDK’s and Player licenses). These Terms supersedes all prior agreements between the User and Neosentec, if any, related to the Services.

If any court of competent authority finds that any provision of these Terms is invalid, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms shall not be affected.

Headings are for convenience only and shall not affect the interpretation of these Terms (nomen iuris irrelevance principle). In case of any conflict arising in between these Terms and any specific conditions negotiated on a case by case basis between Neosentec and each user, the last ones shall prevail if agreed mutually.

Applicable law and jurisdiction

The User, if agrees to enter into these Terms and subscribes to the Services, shall generate a bilateral legal binding relationship with Nuevo Sentido Tecnológico Realidad Aumentada, S.L., with registered office at Edificio CEEI, Parque Tecnológico de Asturias, 33248 Llanera, Asturias, and Tax ID no. B-74378720, registered in the Register of Companies of the Principality of Asturias in volume 4107, folio 4107, section 8, page AS.47394, I/A 2. Spanish legislation shall govern any dispute arising in between the users and Neosentec with regard to Studio, SDK’s, Player, the Services and these Terms.

In the event of any discrepancy or dispute as a result of the interpretation or application of these Terms, the User and Neosentec, expressly renouncing any other code of law which may correspond to them, submit to the jurisdiction of the Courts and Tribunals of Oviedo (Asturias).

The Services are aimed to professionals (regardless of which form they adopt), so these Terms are only and exclusively focused on regulating all elements that define this contractual relationship. In the event that any User can prove that is a consumer, the latter may rely on such specific legislation.