Article 1 –General Information
The Company DIGICRUNCH SAPI de CV and its subsidiaries and affiliates, including D CIDATA SA de CV, with the principal place of business in Mexico (thereafter referred to as « DECIDATA ») which is a provider of technical solutions for TV operators and broadcasters and an integrated platform to launch, synchronize and optimize multiscreen brand marketing campaigns across medias, requires that all Visitors and Users of the Website, Platform and API (thereafter referred to as « Products ») owned, operated, licensed, and controlled by DECIDATA adhere to the following Terms of Use.
The present General Terms and Conditions of Use (the « Terms and Conditions ») are governing, without prejudice of any applicable legal provisions, the use by any corporate entity or physical person (thereafter « the Client ») of the DECIDATA Products, excluding any other general terms and conditions or frame agreement applying to the other Products offered by DECIDATA.
Article 2 –Conditions of access and use of the DECIDATA Products
At the exception of (i) a legal frame agreement in place between the Client and DECIDATA or (ii) if some articles of the frame agreement are overriding some articles of the present Terms and Conditions, the following conditions applies :
2.a Conditions of access
The access and the use of the DECIDATA Products is only possible through the following sites: decidata.tv or platform.decidata.tv, available through the Internet network on any support of electronic communication such as computers, mobile phones or tablets.
The access to the DECIDATA Products is reserved to corporate entities, being specified that the Client is responsible for the use which may be done of the DECIDATA Products.
If the Client is a corporate entity, it is understood that the person accessing the Site and/or using the DECIDATA Products guarantees DECIDATA that it holds the full authority to accept the present Terms and Conditions in the name of the entity for which it uses the DECIDATA Products.
The access to the Decidata Products granted to the Client in the scope of the present Terms and Conditions is personal, non-assignable and non-transferable.
To register to the DECIDATA Products, any entity or person shall contact contact@decidata.tv with the purpose of the Products. Once its request for registration is validated (subject to valid commercial agreements), the Client will receive a notification. Subject to the other stipulations of the present Terms and Conditions, the registration to the DECIDATA Products gets effective only when DECIDATA addresses the above mentioned e-mail of confirmation. DECIDATA advises the Client to keep this email and/or to print it.
The Client undertakes to communicate exact details and information to DECIDATA, and to update them as changes go along.
The Client is fully and exclusively responsible for the necessary passwords to the use of the DECIDATA Products. DECIDATA excludes itself from any responsibility for any illegal or fraudulent use of the passwords made available to the Client. The supply of the passwords is considered as confidential. Any suspicion of a disclosure, intentional or not, of the passwords given, engages the sole responsibility of the Client, excluding DECIDATA’s liability.
2.b Conditions of use
The Client undertakes neither to (i) act in a way that would disturb or disrupt the DECIDATA Products, nor to (ii) use the DECIDATA Products in any illegal or unlawful manner.
DECIDATA reserves the right to suspend the Client’s access and/or Client’s use of the DECIDATA Products if DECIDATA becomes aware of any infringement of the applicable legislation by the Client or of the present Terms and Conditions.
The DECIDATA Products are only supplied on a base « as is ». However, DECIDATA reserves the right to bring to the DECIDATA Products all the modifications and improvements of its choice. Furthermore, it is understood that (i) the Site and Platform are in principle available 24/24h, 7/7d, except interruption, scheduled or not, for the needs of its maintenance, internet or cloud failure, TV signals availability and quality, or case of force majeure, (ii) the precision of the data provided is linked to internet availability, maintenance windows, TV signals availability, TV airing quality and deformation, TV ad spots first detections and characterization.
DECIDATA reserves the right to apply functional modifications based on Policy changes from third party API providers.The Client acknowledges and agrees that DECIDATA is not liable for this matter, and it waives any claim and/ or procedure against DECIDATA.
DECIDATA also reserves the right, without indemnity and/or refund, to put a definitive end to the DECIDATA Products. Any definitive closing of the Products will be notified through the Site at the minimum of 1 (one) month before it occurs.
2.c Restrictions on use
All the Web Products and services, information, materials, data, images, graphics, sounds and other components on the DECIDATA Site and Platform (the "Contents") are copyrighted and owned or controlled by DECIDATA unless otherwise noted. Any unauthorized use of the Contents on the DECIDATA Site and Platform may violate copyright, trademark and other laws and intellectual property rights of DECIDATA or third parties. Unauthorized use may give rise to a claim for damages and/or be a criminal offense. Contents from the DECIDATA Site and Platform may not be modified, copied or distributed, republished, uploaded, posted, decompiled, or transmitted in any way, without the prior written consent of DECIDATA. The Contents on the DECIDATA Site and Platform are provided for lawful purposes only.
Article 3 – Platform: Costs of use and payment
The costs of use of the DECIDATA Products are negotiated through official frame agreement between the Client and DECIDATA.
It is reminded that the connection and communication costs (Internet) linked to the use of the DECIDATA Products are not borne by DECIDATA and remain at the charge of the Client.
Article 4 – Platform: Licence
DECIDATA grants a limited, non-exclusive, revocable, non-transferable, non-cancellable license to each named authorized user within the Client's named authorized business unit(s) (thereafter the “Authorized User(s)”) to use the Products during the duration of the contract or another term set forth in the contract (the “License”). Additional terms may apply to any subscription-based License as may set forth in the contract. DECIDATA shall assign a unique identifier including company name, user name and password (the "ID") to each Authorized User. IDs may not be reassigned without prior notice to DECIDATA or shared. The Client agrees (a) to promptly notify DECIDATA of any misuse or non-permitted disclosure of IDs; (b) not to disclose or permit the use of the Platform to or by a third party without a separate access agreement; (c) not to use the Products to (i) handle infringing, libelous, defamatory, obscene or otherwise unlawful or tortious material, (ii) cause or permit violation of any third-party rights, (iii) store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (iv) interfere with or disrupt the integrity or performance of the Products or any content therein, or (v) attempt to gain unauthorized access to the Products or any other DECIDATA software, systems or networks; and (d) that DECIDATA may suspend or revoke IDs or terminate Client’s access to the Products upon (i) a suspected security issue, (ii) Client’s breach of the contract or (iii) lack of authorized activity in the prior six (6) months.
DECIDATA holds all rights related to the data, the graphs and any report or information displayed on the Site and Platform. The Terms and Conditions do not transfer to the Client any right on the DECIDATA Products, but simply a limited and dismissible licence according to the provisions of the present article. Unless explicit authorization from DECIDATA, the Client is not allowed to: (a) grant a sublicense, resell, transfer, concede, broadcast, commercially exploit or make available to any third party in any way all or a part of the DECIDATA Products, or (b) modify or direct derivative works on the basis of the DECIDATA Products, or modify or decompile the DECIDATA Products.
Article 5 – Responsibility
It is understood that the Client is solely responsible for (i) its use of the DECIDATA Products (ii) the protection of its computer hardware against any virus or intrusion.
Unless contrary mention in the present Terms and Conditions, DECIDATA does not grant any guarantee of any kind to the Client, whether expressly or implicitly, in any domain, including and notably an adequacy guarantee to a particular purpose, neither.
DECIDATA will not be liable for any damages or injury caused by any materials or software, including but not limited to, any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line failure. DECIDATA will not be liable to the Client or any third party for any damages or injury, including but not limited to, indirect, special, incidental, reliance, consequential or punitive damages that result from the use of, or the inability to use, the materials in or software available through this Products, even if there is negligence or even if DECIDATA or an authorized DECIDATA representative has been advised of the possibility of such damages, or both. The above limitation or exclusion may not apply to the Client to the extent that applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages. DECIDATA’s total liability to the Client for all losses, damages, and causes of action (in contract, tort [including without limitation, negligence, product liability and strict liability], or otherwise) will not be greater than the amount the Client paid to access and use the Products.
Article 6 –Disclaimer
The Contents on the DECIDATA Site and Platform could include technical inaccuracies or typographical errors. Also, DECIDATA may make changes or improvements to the DECIDATA Products at any time. The contents on the DECIDATA Products are provided "as is" and “as available” and without warranties of any kind either expressed or implied, to the fullest extent permissible pursuant to applicable law. DECIDATA disclaims all warranties of merchantability, non-infringement and fitness for a particular purpose. DECIDATA does not warrant that the functions contained in the contents will be uninterrupted or error-free, that defects will be corrected, or that the DECIDATA Products, or the servers that make them available, are free of viruses or other harmful components. DECIDATA does not warrant or make any representations regarding the use of or the results of the use of the contents on the DECIDATA Products in terms of their correctness, accuracy, reliability, or otherwise. DECIDATA makes no commitment to update the materials on the DECIDATA Products. The Client (and not DECIDATA) assume the entire cost of all necessary servicing, repair or correction. The above exclusion may not apply to the Client, to the extent that applicable law may not allow the exclusion of implied warranties. Further, the information contained on the DECIDATA Products is for informational purposes only and should not be relied upon for any purpose, unless otherwise noted. DECIDATA shall not be liable for any results obtained or not obtained as a consequence of the use of the information contained on the DECIDATA Products.
Any reference to DECIDATA or the information contained on the DECIDATA Products for commercial purposes, including citation in any advertising, sales collateral or other marketing materials, is strictly prohibited, unless previously agreed with DECIDATA.
Article 7 – Personal Data
The Client’s personal data are exclusively intended for DECIDATA and are not subject to any communication to third parties, unless the Client beforehand agreed to it.
DECIDATA will be able, if the Client beforehand agreed to it, to use the Client’s data on the occasion of the sending of information emails, from which he/she will be able to resign at any time.
The Client is informed that its personal data may be disclosed in accordance with a law, regulation, or in accordance with the decision of a relevant regulatory or judicial authority, or in case of judicial proceedings if considered as necessary by DECIDATA.
Article 8 –Article 8 – Absence of any right of revocation – term – termination
8.1 Term
The access to the DECIDATA Products is granted to the Client for an indeterminate period from the acceptance of the Terms and Conditions, subject to termination decided by the Client or by DECIDATA in the conditions described in the article 8.2.
Testing or discovery offers, with variable durations, of the DECIDATA Products may be offered by DECIDATA, in a temporary way or not. Unless contrary indication, these offers will be subject to the present Terms and Conditions.
Unless contrary indication on the Site and unless termination by the Client according to the provisions of the article 8.2, any testing or discovery offer is transformed into a final registration, at the end of the term of the said offer, giving the Client an access and a use of the DECIDATA Products in accordance with the applicable costs of use available on the Site.
8.2 Termination
In the case the Client would like to terminate its subscription to the DECIDATA Products, the conditions of the frame agreement applies if it is in place. If no frame agreements are in place, the Client shall notify it through the “Contact Us” form on the website or by email at contact@decidata.tv
Such termination will come into effect within 5 (five) open days from the notification made by the Client, being understood that
- the subscription fee already paid won’t be refunded to the Client
- the subscription fee for the ongoing month is due by the Client
It is specified that the whole of the amounts received by DECIDATA for the use of the DECIDATA Products made before the date of termination by the Client will definitely remain acquired by DECIDATA.
Furthermore, in case of a cessation of the DECIDATA Products or of a non-respect of the Terms and Conditions by the Client, DECIDATA reserves the right to suspend, immediately and without advance notice or refund, the access of the Client to the DECIDATA Products, temporarily or permanently, by deactivation of its account and this without prejudice to any other rights of DECIDATA.
Article 9 – Amendments of the present Terms and Conditions
DECIDATA may modify all or part of the present Terms and Conditions, at any time and at its sole discretion, without prior notice to the Client, being understood that in the case the Client did not approve these amendments, such Client is free to terminate its access to the DECIDATA Products as indicated in the article 8.2. In the absence of termination, the new Terms and Conditions will be applicable as soon as they will be available on the Site or Platform.
Article 10 – Customer Service
For any information, DECIDATA may be contacted directly online on the Site/Platform among the section “Contact us” or by email at contact@decidata.tv
Article 11 – Generalities
11.1. If one of the provisions of the present Terms and Conditions is declared invalid or non-invocable for any reason, the other provisions will remain applicable without any change.
11.2. The present Terms and Conditions are subject to the Mexican law. In case of dispute, the parties will seek an amicable solution before any judicial action. In case of failure of these attempts, any contestation of the validity, interpretation and/or execution of the present Terms and Conditions shall be made, even in case of plurality of the defendants or in case of indemnifying third parties, to the Mexican jurisdictions.
11.3. All the provisions hereby which, by nature, extend beyond the termination of the present Terms and Conditions, remain effective as long as they are not executed and they apply to the respective heirs and assigns.
11.4. The acceptance by the Client of the present Terms and Conditions constitutes the Global Agreement between the parties regarding the related matters and prevails on any other prior agreement concluded between the parties relatively to the same matters and, unless contrary specification in the present document, it may not be modified without the written consent signed by a representative empowered by the two parties.