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Terms of Service

TERMS AND CONDITIONS OF USERS

IMPULSANDO LAB SL. (hereinafter “IMPULSANDO LAB”), with N.I.F. B87893558, whose registered office is at calle Colegiata 11, 28012, Madrid, provides the clients with these Terms and Conditions concerning the rights and liabilities of the parts relating to the usage of the platform HelpUP (hereinafter “Platform” or “HelpUp”) as defined below. Help Up is a web application offered through www.helpup.com which helps the user (hereinafter the “User”) access the information uploaded by the non-profit organisations registered at the platform (hereinafter the “Organisations”), interact with the latter, and make donations. In this way, HelpUP allows the User to: 

* Search for social organisations and projects 

* Register as HelpUP users * Sign up as volunteers in social projects 

* Donate to social organisations (ad hoc or regularly) 

* Share information on other social networks and websites

 * Contact social organisations 

* Give personal information 

* See profiles of Facebook friends

1.- PURPOSE OF THE CONTRACT

1.1.-These Terms and Conditions of Use regulate the provision of a service, which IMPULSANDO LAB provides to the Users through HelpUP , as described above (hereinafter the “Services”).

 1.2.- The use of the Services provided by IMPULSANDO LAB through the Platform implies full and unreserved acceptance of these Terms and Conditions of Use, or those that may substitute them and are operative at all times according to clause 8, which will apply notwithstanding the conditions or pacts that are established in each case. 

1.3.- Non-acceptance of these Terms and Conditions of Use prevents the usage of HelpUP, and, therefore, access to the Services.

2.- USER OBLIGATIONS

2.1.-The User will access and use HelpUP according to the Terms and Conditions, verifying that their hardware matches the requirements of the Platform. Once registered, IMPULSANDO LAB will grant the User the right to use the Platform.

2.2.- To grant access to the Services offered by HelpUP, the User must register on the Website, at which time IMPULSANDO LAB will provide the User with a personal and non-transferable Username and Password. IMPULSANDO LAB will be able to establish different authentication systems on the Website, requiring data provided previously or User-specific identifiers and passwords. If the Website thereby approves the authentication, both the username and password will belong exclusively to the person to whom they were granted. The User will be solely responsible for maintaining the Username and Password given under the strictest and utmost confidentiality, and will be solely responsible for the consequences that may arise from the communication thereof to third parties, notwithstanding the rights that help IMPULSANDO LAB to recuperate facing any damage suffered as a consequence of the aforementioned activity. 2.3.- To access and use the Services provided through HelpUP, the User will need to have an active Facebook account. 2.4.- The User will acknowledge that the provision of Services offered through HelpUP requires IMPULSANDO LAB to access the User's Facebook account. In this regard, and to be able to access and use the Services, the User allows IMPULSANDO LAB to access their Facebook profile. 2.5.- The User hereby agrees to comply this legislation during the use of HelpUP, including, without limit, respecting the ownership of intellectual and industrial property rights, by IMPULSANDO LAB or third parties, being aware that any reproduction, communication, transformation and/or publication to third parties of any contents without the relevant permission, will constitute an infringement of intellectual property legislation.

3.- IMPULSANDO LAB'S OBLIGATIONS

3.1.-Provide access to and use of the Platform according to the current Terms and Conditions of Use.

3.2.- Comply with any other obligations stated in the current Terms and Conditions of Use. 

3.3.-IMPULSANDO LAB will use all reasonable technical means to provide a secure service environment. Nevertheless, the User states that they know and accept that the Services do not provide any virus alert or protection. For this reason, installation of antivirus software that can identify and eradicate viruses is highly recommended. In any situation, IMPULSANDO LAB will not be held responsible for any consequences resulting from any infected downloads. 

3.4.-IMPULSANDO LAB guarantees the access to and availability of HelpUP, except in cases of isolated maintenance, incidental events, or force majeure, or any causes that depend on third parties or are outside IMPULSANDO LAB's control. Notwithstanding the former, the Services may be partially or completely interrupted for repair, update or maintenance reasons. The User acknowledges that the provision of Services depends directly of the availability of the services offered by Facebook, and IMPULSANDO LAB does not assume any responsibility in case of interruption, suspension, modification or cancellation thereof. 

3.5.-IMPULSANDO LAB guarantees that all reasonable means have been used to avoid the access and use of HelpUP by non-authorised third parties. 

3.6.-IMPULSANDO LAB guarantees that they will not use information obtained through the Platform with any other end than providing the User with Services, unless authorized by the User.

4.- RESPONSIBILITIES

4.1.-IMPULSANDO LAB will provide all available technological mechanisms in order to provide the Services in adequate continuity conditions. 

4.2.-However, IMPULSANDO LAB is not liable for damages to the User for which they are not responsible or which were out of their control, in particular: (i) in case of data deviation, or service provider collapse in exceptional circumstances, over which IMPULSANDO LAB would not reasonably be able to have any influence; (ii) as a result of third-party interference in the communication and transmission systems used by the User; or (iii) for malfunction or interruption of Services by virtue of misconduct, fault, error or any type of attributable act by the User or third parties. 

4.3.-The User recognises and accepts that IMPULSANDO LAB does not have control over the Organisations, nor over the publications that they make on the Platform. In this regard, IMPULSANDO LAB is not liable for the existence, quality, quantity, state, or integrity of the contents published by the Organisation on HelpUP. The User acknowledges and accepts that IMPULSANDO LAB is a mere intermediary between the Users and the Organisations.

5.- ECONOMIC TERMS

5.1.-The use of Services offered by IMPULSANDO LAB through HelpUP is free and therefore, it is not subject to payment by the User. 

5.2.-However, IMPULSANDO LAB will process payments made by the User minus a discount for each donation made through the Platform, applying the following management expenses: - 2,95% +0,28 € of the amount of every received donation for the cost of the payment services of PAYMILL (https://www.paymill.com/en/pricing).

6.- INTELLECTUAL AND INDUSTRIAL PROPERTY

6.1.-IMPULSANDO LAB owns all copyright over the products and IT programs of HelpUP, and any other documents relating to the same.

 6.2.- As a result of the correct provision of Services, IMPULSANDO LAB provides the User with the right to use the aforementioned programs, strictly limited according to the circumstances outlined in the Terms and Conditions of Use. 

6.3.-Under no circumstances will the User modify the Platform nor its distinctive features; content, design, layout, and form, or any other characteristic; nor exploit it for any other purpose than the one given.

7.- TERMINATION OF SERVICES

7.1.-IMPULSANDO LAB will, at any time, be able to suspend or terminate the Services offered through HelpUP. In such an event the User is not entitled to claim any damages against IMPULSANDO LAB. 

7.2.- The User will be able to request the cancellation of their HelpUP account through the same Platform in the section EDIT PROFILE>CANCEL MY ACCOUNT

8.- ALTERATIONS

8.1.-IMPULSANDO LAB reserves the right to the following: A) Modify and update the Services, content, configuration, availability, and presentation of information, at any moment. B) Edit the Terms and Conditions of Use, notwithstanding the application of the Terms and Conditions of Use that are current at the time of contract to Services already contracted. C) Temporarily suspend the Services for the purpose of maintenance, updates, or improvements, according to these Terms and Conditions of Use.

9.- COMMUNICATION BETWEEN IMPULSANDO LAB AND THE USER

9.1.-All communications between IMPULSANDO LAB and the User concerning these Terms and Conditions of Use or the use of HelpUP, will be sent in writing to IMPULSANDO LAB, address calle Marqués de Urquijo 32 5º, 28008, Madrid, or by email to: helpup@IMPULSANDO LAB.es.

10.- GENERAL

10.1.- Waiver: a delay on the exercise or non-exercise of any right does not signify a waiver to that right. 

10.2.- Validity of the Conditions: If any of these Terms and Conditions of Use is found to be illegal, invalid, or no longer applicable, the remaining Conditions will remain valid.

11.- LEGISLATION

11.1.-This Agreement will be interpreted following Spanish law. 

11.2.- Where possible, any claims, controversies or disputes that may arise concerning this Agreement will be resolved amicably between the Parties. In the event of any dispute or controversy between the Parties, the Parties, waiving any jurisdiction that might have applied to them, will submit to the jurisdiction of the competent Judges and Courts according to the applicable legislation.

TERMS AND CONDITIONS OF USE OF HELPUP FOR ORGANIZATIONS

 Please read the general terms of agreement carefully to enjoy the services offered by IMPULSANDO LAB before proceeding. IMPULSANDO LAB SL. (hereinafter “IMPULSANDO LAB”), with N.I.F. 53618302-N, whose registered office is at Calle Colegiata 11, 28012, Madrid, provides the clients with the following Terms and Conditions concerning the rights and obligations of the parties relating to the use of the platform HelpUP (hereinafter the “Platform” or “HelpUP”) as defined below. By checking the box “I have read and accept the Terms and Conditions of Use” you (hereinafter “The Client” or “The Organization”) confirm that you have read and agree with these Terms and Conditions of Use, and therefore, begins a legal relationship with IMPULSANDO LAB according to these Terms. Help Up is a web application offered through www.helpup.com that helps non-profit organizations to promote their projects among registered users (hereinafter the “Users”), by disseminating them through the Platform, recruiting volunteers, and fundraising. In this regard, HelpUP allows Organizations to: 

* Publish a public profile of the Organization with the following information: name of the organization, logo, cover photo, contact email, contact telephone, address, contact person, description of the organization and VAT number (CIF). 

* Publish projects with the following information: name of the project, location of the project, date, description, image, donations allowed, volunteers allowed, type of project and interest areas that it covers. 

* Access the volunteer and donor database containing following information: name and surname, ID, email, telephone number, address, professional data, personal description, personal interests and activity carried out on the Platform. 

* Access the history of donations and subscriptions made by Users on the Platform.

1.- OBJECT OF THE CONTRACT

1.1.-These Terms and Conditions of Use regulate the provision of a service, which IMPULSANDO LAB provides to the clients through HelpUP, as described above (hereinafter the “Services”). 

1.2.- The use of Services provided by IMPULSANDO LAB through the Platform implies full and unreserved acceptance of these Terms and Conditions of Use, or those that may substitute them and are operative at all times according to clause 8, which will apply notwithstanding the conditions or pacts that are established in each case. 

1.3.- Non-acceptance of these Terms and Conditions of Use prevents the use of HelpUP and, therefore, the use of the Services.

2.- DURATION

2.1.- The indefinite duration of this agreement begins with the acceptance of these Terms and Conditions of Use by the Client when accessing and registering on the Website. 

2.2.- Any of the parties will be able to, at any moment, terminate this contract without cause or justification, giving written notification one month before the termination date. 2.3.- In case of contract termination for any reason, the Client thereby agrees to desist using the Platform.

3.- CLIENT OBLIGATIONS

3.1.-The Client will access and use HelpUP according to the Terms and Conditions of Use, verifying that their computer equipment is compatible with the Platform requirements. Once the Client is registered, IMPULSANDO LAB will grant the right to use the Platform.\

3.2.- To allow access to the Services offered on HelpUP, the User must be registered on the Website, at which point IMPULSANDO LAB will provide the User with a personal and non-transferable User Name and Password. IMPULSANDO LAB will be able to establish different authentication systems on the Website, requiring data provided previously or User-specific identifiers and passwords. If the Website thereby approves the authentication, both the username and password will belong exclusively to the person to whom they were granted. The User will be solely responsible for maintaining the Username and Password given under the strictest and utmost confidentiality, and will be solely responsible for the consequences that may arise from the communication thereof to third parties, notwithstanding the rights that help IMPULSANDO LAB to recuperate facing any damage suffered as a consequence of the aforementioned activity. 

3.3.- The User agrees to comply with this legislation during the use of HelpUP, including, without limit, respecting ownership of intellectual and industrial property rights, from IMPULSANDO LAB or third parties, being aware that any reproduction, communication, transformation and/or publication to third parties of any contents without permission, will constitute an infringement of intellectual property legislation. 

3.4.- The Client will pay IMPULSANDO LAB the specified amount for management costs.

4.- IMPULSANDO LAB OBLIGATIONS

4.1.- Provide access to and use of the Platform according to the current Terms and Conditions of Use. 

4.2.- Comply with any other obligations stated in the current Terms and Conditions of Use. 

4.3.- IMPULSANDO LAB will use all reasonable technical means to provide a secure service environment. Nevertheless, the User states that they know and accept that the Services do not provide any virus alert or protection. For this reason, installation of antivirus software that can identify and eradicate viruses is highly recommended. In any situation, IMPULSANDO LAB will not be held responsible for any consequences resulting from any infected downloads. 

4.4.- IMPULSANDO LAB guarantees the access to and availability of HelpUP, except in cases of isolated maintenance, incidental events, or force majeure, or any causes that depend on third parties or are outside IMPULSANDO LAB's control. Notwithstanding the former, the Services may be partially or completely interrupted for repair, update or maintenance reasons. The User acknowledges that the provision of Services depends directly of the availability of the services offered by Facebook, and IMPULSANDO LAB does not assume any responsibility in case of interruption, suspension, modification or cancellation thereof. 

4.5.- IMPULSANDO LAB guarantees that all reasonable means have been used to avoid the access and use of HelpUP by non-authorized third parties. 

4.6.- IMPULSANDO LAB guarantees that they will not use information obtained through the Platform with any other end than providing the User with Services, unless authorized by the User.

5.- RESPONSIBILITIES

5.1.- IMPULSANDO LAB will provide all available technological mechanisms in order to provide the Services in adequate continuity conditions. 

5.2.- However, IMPULSANDO LAB is not liable for damages to the User for which they are not responsible or which were out of their control, in particular: (i) in case of data deviation, or service provider collapse in exceptional circumstances, over which IMPULSANDO LAB would not reasonably be able to have any influence; (ii) as a result of third-party interference in the communication and transmission systems used by the User; or (iii) for malfunction or interruption of Services by virtue of misconduct, fault, error or any type of attributable act by the User or third parties. 

5.3.- The User recognises and accepts that IMPULSANDO LAB does not have control over the Organizations, nor over the publications that they make on the Platform. In this regard, IMPULSANDO LAB is not liable for the existence, quality, quantity, state, or integrity of the contents published by the Organisation on HelpUP. The User acknowledges and accepts that IMPULSANDO LAB is a mere intermediary between the Users and the Organisations. 

5.4.- However, IMPULSANDO LAB is not responsible for the truthfulness, illegality, content or origin of the information that the Client posts on the Platform. The Organisation will be solely responsible for the truthfulness, illegality, content and origin of the information that the Client posts on the Platform.

 5.5.- The Client will indemnify IMPULSANDO LAB from any judicial or extrajudicial action taken against them as a result of the Client's improper use of HelpUP, in breach of the requirements established in these Terms and Conditions. The Client will pay all resulting costs and damages, including reasonable legal fees of attorneys and other representatives, even if their intervention is not required, as well as any charges to IMPULSANDO LAB through sentencing or arbitral award imposed by a competent court, or agreed in a settlement, which arise from the aforementioned claim.

6.- ECONOMIC CONDITION

6.1.- Notwithstanding the provisions of the following clause, the use of Services offered through HelpUP is free, and is therefore not subject to any payment on the Client's part. 

6.2.- The Client will, however, receive the principal sum, less a discount for each donation received through the Platform in management costs:

6.3.- The Client will, however, receive the principal sum, less a discount for each donation received through the Platform in management costs for subscription:

6.4.- The Client could request within The platform advertising services with this prices conditions :

6.5.- Furthermore of these services, IMPULSANDO LAB, could offer other services and promotions whose terms and conditions would be reflected  in a additional contract.

 Payment will be made via PAYMILL payment platform (https://www.paymill.com/) without any additional charges for the client.

7.- INTELLECTUAL AND INDUSTRIAL PROPERTY

7.1.- IMPULSANDO LAB owns all copyright over the products and IT programs of HelpUP, and any other documents relating to the same. 7.2.- As a result of the correct provision of Services, IMPULSANDO LAB provides the User with the right to use the aforementioned programs, strictly limited according to the circumstances outlined in the Terms and Conditions of Use.

7.3.- Under no circumstances will the User modify the Platform nor its distinctive features; content, design, layout, and form, or any other characteristic; nor exploit it for any other purpose than the one given.

8.- PERSONAL DATA PROTECTION

8.1.- The Client will be sole Data Controller under the terms provided in current legislation. These Terms and Conditions of Use in no way constitute a delegation of their responsibilities as Data Controller. 

8.2.- Insomuch as IMPULSANDO LAB might need to access and deal with personal data owned by, or the responsibility of, the Client (hereinafter the “Data”) to be able to provide the Services offered, IMPULSANDO LAB will comply with the obligations outlined in Article 12 of Law 15/1999 of December 13, Data Protection Act (hereinafter “LOPD”) and its implementing regulations. Consequently and in accordance with the provisions of that Article, IMPULSANDO LAB's access to Data under Client responsibility in order to be able to provide Services will not be considered a communication or transfer of Data for the purposes of the provisions of Article 11 of the LOPD. 

8.3.- In response to what is outlined in Article 12 of the LOPD, IMPULSANDO LAB agrees with the Client that they will: 

* Only deal with the Data necessary to the provision of Services and, in any other instance, complying with instructions as provided by the Client. 

* Not use the Data for any other purpose nor communicate them to any third party, even for conservation purposes, unless such transfer has been previously and expressly authorized by the Client. IMPULSANDO LAB shall not be liable when, following the express indication of the Client, they receive or disclose the personal data to a third party, whether through the provision of Services or once the latter have finished. 

* Once the contract has concluded IMPULSANDO LAB will immediately destroy or return the Data accessed in their original format to whomever the Client expressly designates, according to Client instructions. The Data will not be destroyed if there is a legal stipulation requiring their conservation, in which case IMPULSANDO LAB will return them to the Client. Notwithstanding the former, IMPULSANDO LAB will only retain Data, duly blocked, which may be derived as responsibilities of their relationship with the Client.

\ * Adopt the necessary technical and organizational measures to guarantee the security, confidentiality, and integrity of personal data and avoid its alteration, loss, treatment or unauthorized access in accordance with the provisions set out in the Regulations of the LOPD, as approved by Royal Decree 1720/2007 of 21 December (hereinafter the “Regulations”), and taking into account the state of the technology, the nature of the data, and the risks to which they are exposed. In particular, IMPULSANDO LAB demonstrates that they have effectively implemented security measures according to the basic level of the Regulations, and therefore have the mandatory Security Document where the aforementioned security measures are described. Where appropriate, the Client agrees to immediately inform IMPULSANDO LAB of the need to implement medium or high-level security measures pertaining to data handling.

9.- TERMINATION OF SERVICES

9.1.- IMPULSANDO LAB will, at any time, be able to suspend or terminate the Services offered through HelpUP. In such an event the User is not entitled to claim any damages against IMPULSANDO LAB.

10.- CONFIDENTIALITY

10.1.- All information exchanged between parties during the preparation of this Agreement and during its execution is and will remain exclusive property of the delivering or communicating party (“Disclosing Party”) and should be treated confidentially by the receiving party (“Receiving Party”) and therefore should not be disclosed to third parties, unless authorized in writing by the Disclosing Party. 

10.2.- This Condition does not apply to information that: (a) the Receiving Party has been authorized to disclose by the Disclosing Party, provided that such authorization is in writing; (b) the Receiving Party can demonstrate that it was in their possession before the date of the events prior to signing the Agreement without any confidentiality obligation; (c) the Receiving Party independently develops without using information from the Disclosing Party; (d) the Receiving Party has lawfully received from a third party without being subject to any confidentiality obligation owing to the other party of this Agreement; or (e) is or becomes public domain without breach of this Agreement.

11.- ALTERATIONS

11.1.- IMPULSANDO LAB reserves the right to the following: 

A) Modify and update the Services, content, configuration, availability, and presentation of information, at any moment. 

B) Edit the Terms and Conditions of Use, notwithstanding the application of the Terms and Conditions of Use that are current at the time of contract to Services already contracted. 

C) Temporarily suspend the Services for the purpose of maintenance, updates, or improvements, according to these Terms and Conditions of Use. 

12.-COMMUNICATIONS BETWEEN IMPULSANDO LAB AND THE CLIENT 

12.1.- All communications between IMPULSANDO LAB and the Client concerning these Terms and Conditions of Use or the use of HelpUP, will be sent in writing to IMPULSANDO LAB, address calle Marqués de Urquijo 32 5º, or by email to: helpup@IMPULSANDO LAB.es. 

13.- LEGISLATION 

13.1.- This Agreement will be interpreted following Spanish law.

 13.2.- Where possible, any claims, controversies or disputes that may arise concerning this Agreement will be resolved amicably between the Parties. In the event of any dispute or controversy between the Parties, the Parties, waiving any jurisdiction that might have applied to them, will submit to the jurisdiction of the competent Judges and Courts according to the applicable legislation.

TERMS AND CONDITIONS OF USE OF HELPUP FOR COMPANIES

 Please read the general terms of agreement carefully to enjoy the services offered by IMPULSANDO LAB before proceeding. IMPULSANDO LAB SL. (hereinafter “IMPULSANDO LAB”), with N.I.F. 53618302-N, whose registered office is at Calle Cochabamba 11,Madrid 28016, provides the clients with the following Terms and Conditions concerning the rights and obligations of the parties relating to the use of the platform HelpUP (hereinafter the “Platform” or “HelpUP”) as defined below. By checking the box “I have read and accept the Terms and Conditions of Use” you (hereinafter “The Client” or “Companies”) confirm that you have read and agree with these Terms and Conditions of Use, and therefore, begins a legal relationship with IMPULSANDO LAB according to these Terms. Help Up is a web application offered through www.helpup.com  that helps companies  to promote and manage their social responsibility actions among registered users (hereinafter the “Users”), by disseminating them through the Platform. In this regard, HelpUP allows Companies to: 

* Publish a public profile of the Client

* Publish actions with the following information: name of the action, location of the action, date, description, image, and participation allowed, type of action and interest areas that it covers. 

* Access the participants and employees database containing following information: name and surname, ID, email, telephone number, address, professional data, personal description, personal interests and activity carried out on the Platform. 

1.- OBJECT OF THE CONTRACT

1.1.-These Terms and Conditions of Use regulate the provision of a service, which IMPULSANDO LAB provides to the clients through HelpUP, as described above (hereinafter the “Services”). 

1.2.- The use of Services provided by IMPULSANDO LAB through the Platform implies full and unreserved acceptance of these Terms and Conditions of Use, or those that may substitute them and are operative at all times according to clause 8, which will apply notwithstanding the conditions or pacts that are established in each case. 

1.3.- Non-acceptance of these Terms and Conditions of Use prevents the use of HelpUP and, therefore, the use of the Services.

2.- DURATION

2.1.- This agreement have an attached agreement to establish the duration of the contract. 

2.2.- Any of the parties will be able to, at any moment, terminate this contract without cause or justification, giving written notification one month before the termination date. 

2.3.- In case of contract termination for any reason, the Client thereby agrees to desist using the Platform.

3.- CLIENT OBLIGATIONS

3.1.-The Client will access and use HelpUP according to the Terms and Conditions of Use, verifying that their computer equipment is compatible with the Platform requirements. Once the Client is registered, IMPULSANDO LAB will grant the right to use the Platform.

3.2.- To allow access to the Services offered on HelpUP, the User must be registered on the Website, at which point IMPULSANDO LAB will provide the User with a personal and non-transferable User Name and Password. IMPULSANDO LAB will be able to establish different authentication systems on the Website, requiring data provided previously or User-specific identifiers and passwords. If the Website thereby approves the authentication, both the username and password will belong exclusively to the person to whom they were granted. The User will be solely responsible for maintaining the Username and Password given under the strictest and utmost confidentiality, and will be solely responsible for the consequences that may arise from the communication thereof to third parties, notwithstanding the rights that help IMPULSANDO LAB to recuperate facing any damage suffered as a consequence of the aforementioned activity. 

3.3.- The User agrees to comply with this legislation during the use of HelpUP, including, without limit, respecting ownership of intellectual and industrial property rights, from IMPULSANDO LAB or third parties, being aware that any reproduction, communication, transformation and/or publication to third parties of any contents without permission, will constitute an infringement of intellectual property legislation. 3.4.- The Client will pay IMPULSANDO LAB the specified amount for management costs.

4.- IMPULSANDO LAB OBLIGATIONS

4.1.- Provide access to and use of the Platform according to the current Terms and Conditions of Use. 

4.2.- Comply with any other obligations stated in the current Terms and Conditions of Use. 

4.3.- IMPULSANDO LAB will use all reasonable technical means to provide a secure service environment. Nevertheless, the User states that they know and accept that the Services do not provide any virus alert or protection. For this reason, installation of antivirus software that can identify and eradicate viruses is highly recommended. In any situation, IMPULSANDO LAB will not be held responsible for any consequences resulting from any infected downloads.

 4.4.- IMPULSANDO LAB guarantees the access to and availability of HelpUP, except in cases of isolated maintenance, incidental events, or force majeure, or any causes that depend on third parties or are outside IMPULSANDO LAB's control. Notwithstanding the former, the Services may be partially or completely interrupted for repair, update or maintenance reasons. The User acknowledges that the provision of Services depends directly of the availability of the services offered by Facebook, and IMPULSANDO LAB does not assume any responsibility in case of interruption, suspension, modification or cancellation thereof. 

4.5.- IMPULSANDO LAB guarantees that all reasonable means have been used to avoid the access and use of HelpUP by non-authorized third parties. 

4.6.- IMPULSANDO LAB guarantees that they will not use information obtained through the Platform with any other end than providing the User with Services, unless authorized by the User.

5.- RESPONSIBILITIES

5.1.- IMPULSANDO LAB will provide all available technological mechanisms in order to provide the Services in adequate continuity conditions. 

5.2.- However, IMPULSANDO LAB is not liable for damages to the User for which they are not responsible or which were out of their control, in particular: (i) in case of data deviation, or service provider collapse in exceptional circumstances, over which IMPULSANDO LAB would not reasonably be able to have any influence; (ii) as a result of third-party interference in the communication and transmission systems used by the User; or (iii) for malfunction or interruption of Services by virtue of misconduct, fault, error or any type of attributable act by the User or third parties. 

5.3.- The User recognises and accepts that IMPULSANDO LAB does not have control over the Companies, nor over the publications that they make on the Platform. In this regard, IMPULSANDO LAB is not liable for the existence, quality, quantity, state, or integrity of the contents published by the Organisation on HelpUP. The User acknowledges and accepts that IMPULSANDO LAB is a mere intermediary between the Users and the Organisations. 

5.4.- However, IMPULSANDO LAB is not responsible for the truthfulness, illegality, content or origin of the information that the Client posts on the Platform. The Organisation will be solely responsible for the truthfulness, illegality, content and origin of the information that the Client posts on the Platform. 

5.5.- The Client will indemnify IMPULSANDO LAB from any judicial or extrajudicial action taken against them as a result of the Client's improper use of HelpUP, in breach of the requirements established in these Terms and Conditions. The Client will pay all resulting costs and damages, including reasonable legal fees of attorneys and other representatives, even if their intervention is not required, as well as any charges to IMPULSANDO LAB through sentencing or arbitral award imposed by a competent court, or agreed in a settlement, which arise from the aforementioned claim.

6.- ECONOMIC CONDITIONS

6.1.- Notwithstanding the provisions of the following clause, the use of Services offered through HelpUP is free, and is therefore not subject to any payment on the Client's part. 

6.2.- However, to use the management tools on the platform the client will have to accept and attachment contract where user fees are established.

7.- INTELLECTUAL AND INDUSTRIAL PROPERTY

7.1.- IMPULSANDO LAB owns all copyright over the products and IT programs of HelpUP, and any other documents relating to the same. 

7.2.- As a result of the correct provision of Services, IMPULSANDO LAB provides the User with the right to use the aforementioned programs, strictly limited according to the circumstances outlined in the Terms and Conditions of Use.

7.3.- Under no circumstances will the User modify the Platform nor its distinctive features; content, design, layout, and form, or any other characteristic; nor exploit it for any other purpose than the one given.

8.- PERSONAL DATA PROTECTION

8.1.- The Client will be sole Data Controller under the terms provided in current legislation. These Terms and Conditions of Use in no way constitute a delegation of their responsibilities as Data Controller. 

8.2.- Insomuch as IMPULSANDO LAB might need to access and deal with personal data owned by, or the responsibility of, the Client (hereinafter the “Data”) to be able to provide the Services offered, IMPULSANDO LAB will comply with the obligations outlined in Article 12 of Law 15/1999 of December 13, Data Protection Act (hereinafter “LOPD”) and its implementing regulations. Consequently and in accordance with the provisions of that Article, IMPULSANDO LAB's access to Data under Client responsibility in order to be able to provide Services will not be considered a communication or transfer of Data for the purposes of the provisions of Article 11 of the LOPD. 

8.3.- In response to what is outlined in Article 12 of the LOPD, IMPULSANDO LAB agrees with the Client that they will: 

* Only deal with the Data necessary to the provision of Services and, in any other instance, complying with instructions as provided by the Client. 

* Not use the Data for any other purpose nor communicate them to any third party, even for conservation purposes, unless such transfer has been previously and expressly authorized by the Client. IMPULSANDO LAB shall not be liable when, following the express indication of the Client, they receive or disclose the personal data to a third party, whether through the provision of Services or once the latter have finished. 

* Once the contract has concluded IMPULSANDO LAB will immediately destroy or return the Data accessed in their original format to whomever the Client expressly designates, according to Client instructions. The Data will not be destroyed if there is a legal stipulation requiring their conservation, in which case IMPULSANDO LAB will return them to the Client. Notwithstanding the former, IMPULSANDO LAB will only retain Data, duly blocked, which may be derived as responsibilities of their relationship with the Client.

\ * Adopt the necessary technical and organizational measures to guarantee the security, confidentiality, and integrity of personal data and avoid its alteration, loss, treatment or unauthorized access in accordance with the provisions set out in the Regulations of the LOPD, as approved by Royal Decree 1720/2007 of 21 December (hereinafter the “Regulations”), and taking into account the state of the technology, the nature of the data, and the risks to which they are exposed. In particular, IMPULSANDO LAB demonstrates that they have effectively implemented security measures according to the basic level of the Regulations, and therefore have the mandatory Security Document where the aforementioned security measures are described. Where appropriate, the Client agrees to immediately inform IMPULSANDO LAB of the need to implement medium or high-level security measures pertaining to data handling.

9.- TERMINATION OF SERVICES

9.1.- IMPULSANDO LAB will, at any time, be able to suspend or terminate the Services offered through HelpUP. In such an event the User is not entitled to claim any damages against IMPULSANDO LAB.

10.- CONFIDENTIALITY

10.1.- All information exchanged between parties during the preparation of this Agreement and during its execution is and will remain exclusive property of the delivering or communicating party (“Disclosing Party”) and should be treated confidentially by the receiving party (“Receiving Party”) and therefore should not be disclosed to third parties, unless authorized in writing by the Disclosing Party. 

10.2.- This Condition does not apply to information that: 

(a) the Receiving Party has been authorized to disclose by the Disclosing Party, provided that such authorization is in writing; 

(b) the Receiving Party can demonstrate that it was in their possession before the date of the events prior to signing the Agreement without any confidentiality obligation;

 (c) the Receiving Party independently develops without using information from the Disclosing Party; 

(d) the Receiving Party has lawfully received from a third party without being subject to any confidentiality obligation owing to the other party of this Agreement; or 

(e) is or becomes public domain without breach of this Agreement.

11.- ALTERATIONS

11.1.- IMPULSANDO LAB reserves the right to the following: 

A) Modify and update the Services, content, configuration, availability, and presentation of information, at any moment. 

B) Edit the Terms and Conditions of Use, notwithstanding the application of the Terms and Conditions of Use that are current at the time of contract to Services already contracted. 

C) Temporarily suspend the Services for the purpose of maintenance, updates, or improvements, according to these Terms and Conditions of Use. 

12.-COMMUNICATIONS BETWEEN IMPULSANDO LAB AND THE CLIENT 

12.1.- All communications between IMPULSANDO LAB and the Client concerning these Terms and Conditions of Use or the use of HelpUP, will be sent in writing to IMPULSANDO LAB, address Calle Marqués de Urquijo 32 5º, or by email to: wwh@IMPULSANDO LAB.es. 

13.- LEGISLATION 

13.1.- This Agreement will be interpreted following Spanish law.

 13.2.- Where possible, any claims, controversies or disputes that may arise concerning this Agreement will be resolved amicably between the Parties. In the event of any dispute or controversy between the Parties, the Parties, waiving any jurisdiction that might have applied to them, will submit to the jurisdiction of the competent Judges and Courts according to the applicable legislation.