IO Terms & Conditions
1. Identification
This Website is owned and operated by:
Holder: TITAN OPERATING SYSTEM, S.L (hereinafter, “TITAN”)
Registered office: Avinguda Diagonal, 571, 2ª planta, 08029 Barcelona, Spain.
N.I.F.: B10741833
Email: advertising@titanos.tv
2. Definitions
“Advertiser/s” – entities for which Titan provides access to the Platform to place one or more
Advertisements and which are identified in the correspondent Insertion Order;“Advertisement” – means any advertisement provided by the Advertiser in strict compliance with the
term and conditions set out in the Agreement;“Affiliate” – means a group of companies as defined in Article 42 of the Spanish Commercial Code;
“Agreement” – these Terms and the Insertion Order executed by the Parties, jointly setting forth the
Parties’ rights and obligations related to the advertising offering of the Advertisement through the
Platform;“Confidential Information” – in relation to each Party, means all information however recorded or
preserved disclosed by a Party or its representatives to the other Party whether before or after the date of
the Agreement relating to its business including: (a) the existence and terms of the Agreement; (b) any
information that would be regarded as confidential by a reasonable business person relating to: (i) the
business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the
disclosing party or its Affiliates; (ii) the operations, processes, product information, know-how, designs,
trade secrets or software of the disclosing party or its Affiliates; (iii) any information developed by the
Parties in the course of carrying out the Agreement, in each case whether or not marked ‘confidential’,
together with all other information clearly designated by the disclosing party as ‘confidential’;“Effective Date” – The date on which the Insertion Order is signed.;
“Intellectual Property Rights” – means (i) all rights granted by intellectual property law, which are
assets or exploitation (including, but not limited to, the rights of reproduction, distribution, public
communication, transformation and making available to the public), for any purpose, by any means or
procedure, whether analog or digital, and for any kind of use, including rights related to copyright and
rights of author and sui generis database rights l, (ii) all rights granted by industrial property law
(including without limitation, trademarks, trade names, designs, patents or utility models), (iii) all rights
granted by trade secret law, (iv) image rights; and (v) Internet domain names, including in all cases the
ability to apply for registration and pertinent registration to obtain or protect these rights. For clarification
purposes;“Insertion Order” – a document constituting an integral part of the Agreement, executed by the Parties,
whereby TITAN commissions Advertiser to provide Advertisements on the terms and conditions set forth
therein and in these Terms;“Parties” – together TITAN and Advertiser, each individually referred to as the Party;
“Platform” – The connected devices OS. FAST channels line-up and FAST channels portfolio with
available advertising spaces made available by Titan for the Advertiser to publish its advertising content
in strict compliance with the Agreement; and“Terms” – these Terms and Conditions for the advertising offering of the Advertiser through the
Platform.
3. Purpose
This document establishes the general contracting Terms that govern the conditions on which the Advertiser may implement and place its Advertisements in the advertising spaces offered within the TITAN Smart TV Platform, based on the conditions and specifications indicated by the Advertiser through the corresponding Insertion Order.
Alongside these Terms, the specific conditions relating to certain additional aspects with respect to each territory where TITAN provides its services shall also apply. These special conditions will be communicated by TITAN and will be an indivisible part of this document and will complement and, where appropriate, prevail over the provisions of these Terms.
Any matter not expressly set forth in these Terms shall be deemed to be reserved to TITAN, without prejudice to
the application of the provisions of the applicable regulations. Also, TITAN reserves the right to carry out
modifications and/or updates in the present Terms, which will be previously informed to the Advertiser for
acceptance or rejection in case of being substantial. Minor modifications and/or updates that only insignificantly change the balance of performance and counter-performance of the contracting parties can be carried out with prior notice.
By signing these Terms, the Advertiser hereby accepts all provisions contained herein. In the event that the
Advertiser does not agree with these Terms, it shall refrain from signing any document that makes reference to
them, including the corresponding Insertion Order. In this sense, the Advertiser acknowledges that it is an entity
with sufficient capacity to acquire the obligations arising from the execution of these Terms and Conditions, which it must have previously read and understood in full.
4. Advertisement
By virtue of this Agreement, TITAN agrees to publish the Advertisement on the Platform with the specifications
identified in the Insertion Order.
The availability of the inventory space of the Platform and the available positions as shown in Insertion Order are depended on the Platform and TITAN reserves the right to change the name of the inventory sections during the term of this Agreement.
5. Eligibility
The Advertiser must meet the following eligibility requirements to enter into an Insertion Order with TITAN:
The Advertiser must be a legally recognized entity with full capacity to enter into these Term.
The Advertiser must have the necessary legal rights to display the Advertisement and any associated
content in the geographical regions and across the media specified in the Insertion Order.
Failure to meet any of the eligibility criteria set forth herein will entitle TITAN to terminate the Insertion Order
and cease performance of the services.
6. Term
This Agreement will start on the Effective Date and shall be effective for the term specified in the specifications identified in the Insertion Order (the “Initial Term”).
The Agreement will be extended for as long as the Advertiser maintains any contracted service, and the service
may be terminated, with the prior notice established in the Insertion Order and, if not established in the Insertion Order, within one (1) month, unless a fixed term has been agreed. In this case, at the end of the term agreed in the Insertion Order, the services shall be extended for subsequent periods equal of the Initial Term. Any obligation, expressly or impliedly intended to continue in force after the termination of the Agreement, shall continue to bind the Parties.
7. Fees and Payment
In consideration of the publication of the Advertisement on the Platform, the Advertiser hereby agrees to remit
payment to TITAN under the following terms:
TITAN shall issue an invoice to the Advertiser on the Effective Date or the date on which this Agreement is
executed by both Parties, whichever occurs later. Subsequent invoices shall be issued by TITAN to the Advertiser on a quarterly basis, calculated from the Effective Date, unless the amount of the invoice is less than EUR 500. In such cases, TITAN may elect to withhold the invoice until the aggregate outstanding amount exceeds EUR 500.
All payments shall be due within thirty (30) days from the date indicated on the invoice. In the event of a failure by the Advertiser to make timely payment of any amount due hereunder, TITAN reserves the right, at its sole discretion, to either withdraw the Advertisement from the Platform or terminate this Agreement with immediate effect. Any overdue payments shall accrue interest from the due date at a rate of two percent (2%) per month, calculated daily, for the duration of the delay, or the maximum permitted by law, whichever is lower.
Termination of this Agreement shall not entitle the Advertiser to any refunds, nor to any proration of rates or
instalment payments.
The Advertiser acknowledges and agrees that, upon execution of this Agreement, no refunds or prorations of rates or monthly instalment payments shall be provided in the event that the Advertiser chooses to discontinue the display of the Advertisement prior to the conclusion of the agreed advertising term.
The total net price agreed by the Parties to the advertising service providing shall be duly identified in the Insertion Order entered into between the Parties.
8. Advertiser’s warranties and obligations
Advertiser acknowledges that the sole obligation of TITAN is to display the Advertisement from Advertiser which conforms to the specifications set forth in [Homepage Ads Specs by OS]. In this regard, Advertiser agrees that (i) TITAN has the right to market, display, perform, transmit and promote the Advertisement, and (ii) users of TITAN's Platform have the right to access and use the Advertisement and any content and/or services directly linked to the Advertisement (hereinafter the “Advertiser Content”).
Under no circumstances shall TITAN be liable to the Advertiser for indirect, incidental, consequential, special or
exemplary damages (even if such damages are foreseeable, and whether or not TITAN has been advised of the
possibility of such damages) arising from any aspect of the advertising relationship provided for herein. TITAN
shall in no event be liable to Advertiser for more than the total amount paid to TITAN by Advertiser hereunder.
TITAN makes no representations, and hereby expressly disclaims all warranties, express or implied, regarding
TITAN's services or any portion thereof, including any implied warranty of merchantability or fitness for a
particular purpose and implied warranties arising from course of dealing or course of performance. Without
limiting the generality of the foregoing, TITAN specifically disclaims any warranty regarding (i) the number of
persons who will access the Advertisement and (ii) any benefit Advertiser might obtain from including the
Advertisement on TITAN's Platform.
Advertiser is solely responsible for any legal liability arising out of or relating to the Advertisement and/or the
Advertiser Content. Advertiser represents and warrants that (1) the Advertisement complies with TITANS's
advertising standards in accordance with IAB standards; (2) Advertiser holds the necessary rights to permit the use of the Advertisement by TITAN for the purposes of this Agreement (3) the use, reproduction, distribution or transmission of the Advertisement will not violate any criminal laws, rules, any regulations or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, advertising and audiovisual regulations or any other right of any person or entity; (4) neither the Advertisement nor the Advertiser's Content shall advertise or enable the sale of alcohol to persons under the legal age; (5) neither the Advertisement nor the Advertiser's Content shall advertise or enable the sale of tobacco or tobacco products to persons under the legal age; and (6) Advertiser's Content complies with all laws, rules and regulations of the country or territory in which it will be published. Advertiser agrees to indemnify TITAN and to hold TITAN harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by TITAN, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties. TITAN reserves the right to reject any Advertisement which is not consistent with TITAN’s standards. In addition, TITAN shall have the right, at any time, to remove any of Advertiser's Advertisement and/or terminate this Agreement if TITAN determines, in its sole discretion, that the Advertisement, Advertiser Content or any portion thereof (1) violates TITAN’s then applicable advertising policy which is fully aligned with the IAB policies.; (2) violates any law, rule or regulation or if TITAN is directed to do so by any law enforcement agency; or (iii) is otherwise objectionable to TITAN, in which event TITAN shall refund to Advertiser a pro rata portion of the fee which Advertiser has paid to TITAN for display of the Advertisement.
The Advertiser represents and warrants that:
all Advertisement, Advertiser Content and/or materials (including trademarks, graphic designs, sounds,
image, video, software, marketing strategy documents, any type of advertising content, keywords or similar
content), shall in no event:Be false or misleading, injurious or unfair;
Infringe or violate any Intellectual Property Right, industrial property right or image right of any
third party, all in compliance with this Agreement;Damage or adversely affect the operability of a website, computer network, operating system or
any third party equipment and/or the Platform;
Is aware of the regulations that may be applicable in the countries to which the Advertisement is directed
and will give TITAN the relevant instructions to ensure their due compliance, holding TITAN, as well as all
its Affiliates, harmless from any damages, losses, liabilities, costs, expenses, fees, claims or legal proceedings resulting from the breach of this warranty and/or of the applicable regulations.The Advertiser Content and the Advertisement developed by the Advertiser shall comply with the
applicable regulations.
9. Advertiser Content
The Advertiser undertakes to provide TITAN with its proprietary material to be broadcast and/or published in the Platform so that TITAN can have it inserted in the Platform in due time and form, according to the conditions established by each of them.
TITAN shall not be held liable for any possible damages or losses caused to a specific Advertiser Content if the
Advertiser does not deliver it to TITAN on the dates agreed for the material to be distributed or if it does not meet the conditions required by the specifications referred to in the Insertion Order.
TITAN shall not be responsible for the Advertiser Content that the Advertiser hands over to it. Once this
Agreement has come to an end, TITAN shall return the material to the Advertiser or destroyed along with any
documentation that has been supplied during the relationship.
10. Intellectual Property Rights
Each of the Parties acknowledges the ownership of the other or any other third party in respect of all its Intellectual Property Rights and industrial property rights over texts, images, photographs, creativities, technologies, trademarks, logos, domain names and any other elements, creations, inventions or distinctive signs of its property, products, materials, tools and methodologies (as well as any modification or improvement thereof), developed prior to or independently of this Agreement (hereinafter and collectively, the “Pre-existing Materials”), and nothing contained in this Agreement shall be construed as a waiver of any such rights. With respect to such Pre-existing Material, each Party shall retain its Intellectual and Industrial Property Rights relating to such Pre-existing Material, and ownership shall not be transferred to the other Party. Likewise, each Party retains the ownership, and any related rights regarding the methods, specifications, databases, protocols, knowledge and procedures used for the provision of the services, as long as they are not provided by the other Party.
The use of Pre-existing Material of one Party by the other shall be limited to the provision of the advertising
services. Any reproduction or copying, in any form and medium, of the software, databases, Platform and/or any other Pre-existing Material delivered or used in the provision of the advertising services is expressly prohibited, unless the other Party has given its prior written consent.
In addition to the aforementioned, neither Party shall have the right to amend or remove any copyright, trademark, trade name or other Intellectual Property Rights or industrial property rights legend on Pre-existing Material, including confidentiality notices.
TITAN, on the one hand, and the Advertiser, on the other, will not use the other’s trade name, trademarks, logos, or content in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an Insertion Order without the other’s prior written approval.
TITAN acknowledges and agrees that the Advertisement and Advertiser Content is the sole and exclusive property of the Advertiser, including, any Intellectual Property Rights, designs, industrial property rights, commercial and/or business secret, know-how, own image to the extent legally permissible, or any other rights that may exist on the final versions of the Advertisement and Advertiser Content in the territory and during the time that either the Parties agree in the Insertion Order.
In the event that it is necessary to grant a license in favor of TITAN on the Advertisement and Advertiser Content, the Advertiser shall assign to TITAN, with the right to assign to third parties, all resulting Intellectual Property Rights and/or Analogous Rights, in all their modalities on the Advertisement and Advertiser Content developed by the Advertiser, for the entire period of validity indicated in the previous paragraph, with scope for the territory referenced in the Insertion Order and in any format, support and channel provided for in this Agreement as to allow TITAN to access, market, display, perform, transmit and promote the Advertisement and/or the Advertiser Content and to allow the user of the TITAN Platform to access and use the Advertisement and/or the Advertiser Content.
In the event that the Advertiser resorts to the collaboration of third parties and/or uses Pre-existing Materials of third parties or image rights of third parties, or materials protected by industrial property, for the elaboration of the Advertisement and/or the Advertiser Content, the Advertiser assumes an obligation to obtain the authorizations and licenses that are necessary to carry out, in accordance with the uses in the sector, the peaceful dissemination and exploitation of the same with the territorial and temporal scope foreseen in the Insertion Order and in the present clause.
11. Electronic Contracting
The acceptance of these Terms by the Advertiser shall equivalate to a contract being celebrated by electronic
means, which will produce all the effects foreseen by the appropriate legal system, when the consent and the other requirements necessary for their validity have been met.
In any case, TITAN shall log and maintain the Advertiser’s electronic acceptance of these Terms and such record shall be admissible as evidence in the event of a dispute between the parties.
For these purposes, the Advertiser understands and agrees that TITAN may monitor all the phases of the
advertising services provided.
Similarly, the information regarding the services conditions is made available to TITAN, prior to the start of the
contracting procedure, which will only apply if the Advertiser decides to proceed with the contracting through the any other means made available by TITAN, such as its website and any other site as the case may be-.
12. Confidentiality
Each Party will treat the Confidential Information of the other Party as confidential and will only use it for the
purposes of fulfilling its obligations under the Agreement. Neither Party shall disclose the Confidential
Information of the other Party to any person except as permitted by this clause.
The restrictions specified herein shall not apply in respect of Confidential Information which:
is or becomes generally available to the public (other than as a result of its disclosure by the receiving
party or its representatives in breach of this clause);was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;
was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the
receiving Party’s knowledge, is not in breach of any obligation of confidentiality owed to the disclosing Party
or otherwise prohibited from disclosing the Confidential Information; orthe Parties agree in writing is not confidential or may be disclosed; or
is developed by or for the receiving Party independently of the information disclosed by the disclosing
Party.
Each Party may disclose the other Party's Confidential Information:
to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such
information for the purposes of exercising the Party's rights or carrying out its obligations under or in
connection with this Agreement provided that the receiving Party shall ensure that such individuals to whom
it discloses the Confidential Information comply with this clause; andas may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No Party shall use any other Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement. This clause shall survive termination of this Agreement for any reason.
13. Data protection
The personal data of the individuals who sign, manage and perform the Agreement in the name or on behalf of the Parties will be processed by the Parties to carry out, perform, manage and monitor the Agreement and comply with their statutory duties (the “Personal Data”). The bases for doing so are: (i) the performance and monitoring of the contractual relationship between the Parties; and (ii) compliance with the Parties’ statutory obligations.
Personal Data will be processed during the term of this Agreement, after which the Parties will retain the personal data for up to six (6) years unless, exceptionally, a longer term applies for statutory or contractual reasons.
The data subjects may exercise their right of access, rights to rectification, erasure, object, data portability,
restriction of processing and not be subject to automated individual decision-making and any other right
recognized by the applicable regulations from time to time, by writing to the addresses referred below. The data subjects are hereby informed of their right to file claims and requests relating to their data protection rights with the relevant data protection authority. Personal data will only be communicated to competent authorities in the exercise of their functions or to third parties when this is necessary for the execution of the Agreement.
Any other personal data to be process between the Parties with regards to this Agreement, shall be processed in accordance with the applicable data protections regulation.
14. Platform functionality
TITAN will make its best efforts to warrant the accuracy, usefulness, or veracity of all the information on the
Platform, or the usefulness or veracity of the contents made available to TITAN ́s Platform users through it.
However, the Advertiser is informed that TITAN cannot guarantee that the Platform will work correctly all the
time or that it will be completely free of errors or bugs.
Therefore, TITAN does not warrant or guarantee nor is responsible, to the extent permitted by applicable law, for:
the continuity of the contents of the Platform;
the absence of mistakes in said contents;
the availability of the Advertisements put through the Platform;
the absence of viruses, Trojans, worms, logic bombs and/or other malicious or technologically
harmful components on the Platform or on the server that supplies it;the invulnerability of the Platform and/or the impossibility of violating the security measures adopted
therein;the lack of usefulness or performance of the contents of the Platform;
failures of the Platform caused by any type of attack on its servers or those of third party service
providers of the Platform, as well as technical or system security failures of any of these providers
hindering the functioning of the Platform;any technical failure of any kind that hinders, delays or prevents the proper functioning of the
Platform;the damages inflicted, to itself or to a third party, any person who infringes the conditions, rules and
instructions that TITAN establishes in the Platform or through the violation of the security systems;the continuity of any software, product, or advertise provided by a third-party;
TITAN declares that it has taken all necessary measures, within its capabilities and the state of the art, to ensure the functioning of the Platform and minimize system errors, both from the technical point of view and the content published on the Platform.
15. Makegoods
If the Advertisement or the Advertiser Content for any campaign fall below guaranteed levels, as set forth on the Insertion Order, and/or if there is an omission of any ad (placement or creative unit), TITAN will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the Insertion Order or at the time of the shortfall. If no makegood can be agreed upon, Advertiser may execute a credit equal to the value of the under-delivered portion of the Insertion Order for which it was charged. If the Advertiser has made a cash prepayment to TITAN, specifically for the campaign of the Insertion Order agreed upon for which under-delivery applies, then, if Advertiser is reasonably current on all amounts owed to TITAN under any other agreement for such, Advertiser may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign. In no event will TITAN provide a makegood or extend any Advertisement beyond the period set forth on the Insertion Order without the prior written consent of the Advertiser.
16. Termination and consequences of termination
This Agreement may be terminated in the following cases:
Termination of the Initial Term or any of its extensions, or when either Party opposes any further
extension, as per the Insertion Order;By mutual agreement between the Parties, set down in writing;
By TITAN, at any time, giving the other written notice at least sixty (60) days prior to the termination
day. This will not entitle the Advertiser to seek redress. All invoices pending for services rendered and
expenses incurred up to termination of the Agreement must be paid up by this date.
Likewise, either Party may terminate this Agreement notifying the other, in the following cases:
When the other Party winds up or for any reason discontinues its business;
When the Advertiser effectively fails to comply, either totally or partially, with any of the terms of this
Agreement, providing said failure is not remedied within a term of thirty (30) days after receiving notice
from TITAN. However, if the failure is considered to be without remedy, termination may be immediate,
independently of the right to seek redress for possible losses and damages;In any other of the legally-established causes for termination.
Whenever the Agreement is thus terminated, the Parties are released from the obligations and responsibilities
deriving therefrom, expect those pending from before the termination or those remaining in force after termination of the Agreement. In this regard:
The Parties shall be obliged to pay all sums due up to termination of the Agreement, being entitled to
seek no other sums for any other concept, except as expressly set out herein.
Failure by either of the Parties to seek redress for non-compliance of any of the clauses of this Agreement does
not imply a relinquishment of their right to seek redress at any later date for non-compliance of the same or any other clause.
The right to terminate this Agreement in accordance with this clause will not impair any other right or recourse of either of the Parties in relation to the breach in question (if this exists), or any other breach.
In the event of suspected improper use of the services or substantial breach of the Terms, TITAN reserves the right to take appropriate precautions, such as a temporary block the Advertisement, and to terminate the advertising services at a reasonable suspicion. If these suspicions are deemed solved, the blocking will be cleared. Otherwise, TITAN has the right to terminate the Agreement.
The Advertiser acknowledges and agrees that any or all services of TITAN may be terminated in whole or in part at TITAN’s sole discretion, without prior notice to the Advertiser. TITAN does not undertake any risks of loss
associated with the termination of the advertising service.
17. Content from third parties
The Platform, their content as well as its functions and or specifications, may derive from third party resources or may contain links to other sites. As these are established by third parties, TITAN has no control over, or
responsibility for their content. Likewise, TITAN shall not be liable for any damages arising from such content
nor of the effect they may have on Advertisement or Advertiser Content.
In no event shall TITAN, or its respective associates or partners be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or any damages or loss arising from the services provided by third party providers, whether in an action of contract, negligence or other civil liability action, arising out of or in connection with the use of any software, program or platform provided as part of the service, except in the case of intentional or gross fault.
18. Safeguard clause
All the clauses or content of the present Terms must be independently and autonomously interpreted, and the rest of the stipulations will not be affected in the event that one of them has been declared null and void by means of a judicial decision or a final arbitration resolution. The clause or clauses affected will be replaced by another one or others that preserve the effects pursued by the Terms.
19. Entire agreement
The Terms, Insertion Order, the specifications of the Insertion Order and whatever other terms which might apply to the Platform and/or to the advertising service constitute the sole and entire agreement between the Advertiser and TITAN and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.
20. Applicable law and competent jurisdiction
The regulations in force will determine the laws that should govern and the jurisdiction that should know the
relationship between TITAN and the Advertiser.
These provisions are without prejudice to Advertiser ́s right to introduce any action before the competent courts, for each territory.
In order to file complaints regarding the services provided by TITAN, you may send them via email to
advertising@titanos.tv or to the Registered Office address which can be found in the Identification section at the beginning of this document, and TITAN undertakes to seek an amicable solution to the conflict.