Terms of Service

The purpose of the following terms and conditions is to explain our obligations as providers of the service, as well as your obligations as a client. Please read them carefully.

The aforementioned terms and conditions shall be applied from the moment TIKAL TECHNOLOGIES provides you with access to the service, thus it is understood that you have voluntarily accepted them as part of the contractual obligations between the parties involved, that is, between TIKAL TECHNOLOGIES (TIKAL form now on) and you as client. OpenVidu PRO is a service which will vary with time, so as to adapt to its clients and users´ new requirements, which in turn, will likely affect the terms and conditions so that they suit the changes and variations made to TIKAL.

TIKAL reserves the right to change the terms and conditions at any given moment, notwithstanding, it shall always endeavour to communicate these via e-mail or through the application itself; consequently, we strongly advise you to ensure that you have read and understood the terms and conditions whose most recent, updated version, is available on our website.

First. Definitions.#

For the legal purposes of this contract, the following definitions will apply:

Software application: a set of instructions which will be interpreted, utilized and executed by a computer system. Even when there may be many of them, the present contract may refer to them in singular, and likewise when pertaining to its backup files.
Telematics application: a software application within a server which is connected to the Internet such that it can be accessed remotely through electronic networks. The assignment of the license to use the telematics application OpenVidu PRO is the subject of the present contract.
Client of the telematics application: the natural or legal person who benefits from the licence to use the telematics application, thus assuming all obligations arising from the present contract.
User of the telematics application: the natural person authorized by the client to use the telematics application, who in turn assumes all obligations arising from the present contract and said utilization.
Parties: TIKAL and the client.
Exploitation rights over the telematics application: TIKAL TECHNOLOGIES SL
Third parties: any natural or legal person alien to the present contractual relation, who, for any reason, enters into a formal, legally binding agreement with either TIKAL or the client.
The service, all supporting infrastructure provided by TIKAL that allows the client to register, download, provision bill, and operate its instance of the telematics application
Hardware: electronic, mechanic or magnetic devices necessary for the telematics application, and its complementary parts, to work properly.
Personal data: any information regarding an identified or identifiable natural person.
Updates: new versions of the telematics application and/or its modules, which include new functionalities and improvements when compared to earlier versions.
Telematics application modules: parts of the telematics application which manage specific functionalities, and whose licence to use them, the client must acquire separately.

Second. Purpose#

The purpose of the present contract is the licensing of the right to use the telematics application OpenVidu PRO by TIKAL TECHNOLOGIES SL. to the client, so that it may be use in the management of their business. Subject to the terms and conditions provided in this agreement, TIKAL hereby grants to the client a non-exclusive, non-sublicensable, non-transferable license to use the telematics application OpenVidu PRO (from now on “telematics application”). Under no circumstances however, does said licence grant the client sales rights over the telematics application whose ownership remains entirely with TIKAL TECHNOLOGIES SL.
The client´s rights to use the telematics application are subjected and limited by both the duration, and the terms and conditions established in the present contract.
Hereby the client agrees to use the telematics application in compliance with the law, the present contract, and the good and rational will inherently present in any civilized society.
The client acknowledges having examined that OpenVidu PRO features fulfil their needs, and that it has been appropriately informed by TIKAL about them.

Third. Use limitations and duty of care.#

The client must protect and guard the telematics application; thus, it may not share any information whatsoever with third parties. It is specifically forbidden the use of the telematics application outside the business sphere for which it has been acquired, or outside any of the dispositions stipulated in this contract. The client may not sell, lease, transfer, or otherwise sublicense the telematics application or take part in any act which may result in the violation of their duty of care and protection. The client may not assign, transfer, pledge or make any other disposition of the rights acquired through this contract, of any part of the contract, or of any of the rights, claims or obligations under the contract.
The client is obligated to refrain from using the telematics application for illegal purposes or any other purposes contrary to what is established in the present contract, or any action that may be injurious to TIKAL´s rights and interests, to the owner of the telematics application, as well as to any third parties involved. Said actions include, but are not limited to, any deed that may harm, overload, disrupt, or otherwise render useless the telematics application, thus preventing other clients and users from making use of it.
Changes to the telematics application are strictly forbidden. These include, but are not limited to, such things as reverse engineering, decompiling, disassembling, reproducing, translating, modifying, commercializing, cloning, transforming or transmitting to any natural or legal person, partially or entirely, by any means, whether mechanic, magnetic, photocopies, etc… or to eliminate or block any proprietary notice or logos pertaining to the telematics application. The components and elements subject to the aforementioned restrictions include, but are not limited to, such things as the logical diagrams, source codes, object and/or data model; except prior, written authorization from TIKAL. These restrictions stand, even when said actions where needed for the interoperability with other computer programs or telematics applications.
The client or the user must protect and safeguard, both physically and intellectually, the telematics application, namely, its contents, logical procedures, and access protocols, by establishing the necessary means in order to guarantee the non-disclosure, cloning, reproduction, altering, translation, transformation, access by third parties, or any other action that shall imply a violation of the duty of care or of any intellectual and industrial property right.
The telematics application may only be used by the client or authorized user, for processing the client´s own data and their products, but under no circumstances shall it be used to process third parties ‘data.
TIKAL cannot guarantee uninterrupted access to the service throughout the entire validity period of this contract due to unforeseeable factors such as network issues, telecommunications service providers, breakdown in computers, as well as other contingencies such as repair and maintenance work, and software updates. Notwithstanding this, TIKAL reserves the right to adopt any necessary measures to limit the service, should it be considered that improper and/or irresponsible use of the telematics application is occurring, specially when said uses run counter to the terms and conditions provided in the present contract.
Should the client or user breach the terms of contract, in a continuous and sustained fashion, or acting in bad faith, TIKAL shall terminate the provision of the service, without reimbursing any amount, on the grounds of abusive and improper use.
Interpretation and scope. Any other right which has not been stated or directly mentioned in the present contract, remains reserved to TIKAL. Under no circumstances shall the terms and conditions of this contract be interpreted or applied in such a fashion that could be injurious to TIKAL or in any manner that runs counter to the regular exploitation framework of a telematics application.

Fourth. Liability.#

TIKAL´s telematics application is access-ready in its current state and configuration. Should the application contain any deficiency attributable to TIKAL TECHNOLOGIES SL, the latter pledges to make use of all the resources available to them in order to solve the issue as promptly as possible. Nonetheless, it declines any liability and does not give any guarantee regarding violations perpetrated by third parties, marketability, satisfactory quality or suitability for a specific purpose.
TIKAL shall act with due diligence and professionalism by making use of all its resources available so as to ensure the quality, reliability, and security of the telematics application. In any case, TIKAL´s assumes no liability for any damages, direct or indirect, incidental or special, including, but not limited to, such things as damages or financial loss, work disruptions, failure, breakdown, or any losses, even when the possibility of such inconveniences occurring, which include third-party complaints, were previously notified to a member of TIKAL´s staff.
The client accepts, within reason, to tolerate specific, isolated disruptions in connectivity and hereby forfeits the right to claim any liability, contractual or otherwise, as well as damages owing to possible failures, slowness or access errors. TIKAL declines any liability concerning data loss, accidental or otherwise, resulting from the client´s actions or activities.
The client or user is solely responsible for the provision and payment of the costs necessary to ensure compatibility between the telematics application and their equipment, including all hardware, software, electronic components, and any other component required to access the telematics application, these include, but are not limited to, such things as telecommunication services, Internet access and connectivity, operating systems, or any other program, equipment or services, required to access and use the telematics application.
TIKAL declines any liability regarding any content that the client or user may host within the telematics application OpenVidu PRO, since at no moment, does TIKAL intervene in the internal processing of said content. Therefore, and in accordance with art.16 of LSSI-CE, TIKAL is not legally bound to remove any content from the server, provided there is no “actual knowledge” that the activity or information stored is illegal, libellous, or injurious to third-party rights or assets. In this regard, it shall be understood that “actual knowledge” exits, when there is a court or administrative decision, ordering to block or remove content and that the contractor (TIKAL) has been made aware of it. Notwithstanding, TIKAL reserves the right to remove this type of content out of its own volition, once it has been detected, whilst the client waives any right to claim or demand compensation. Should the application be in any way damaged due to the introduction of malign software or content (virus, trojan,…) TIKAL reserves the right to automatically terminate the contract without having to pay any compensation whatsoever. On the other hand, TIKAL hereby reserves the right to demand compensation from the client or user for any damages caused to the system.
The client or user shall burden all legal costs incurred when the cause is attributable to them, these include TIKAL lawyers’ fees, even when a final court decision has yet to be reached.
TIKAL uses information security protocols which are broadly accepted and observed by the industry such as firewalls, access-control procedures, and crypto mechanisms in order to avoid any unauthorized access to the data. For this purpose, the client hereby grants TIKAL access to data so that it can perform access-control authentication. The licensing process or any process which entails the introduction of personal data shall always conducted under a rigorous communication protocol so as to ensure no third parties have access to data transmitted electronically.

Fifth. Intellectual and industrial property rights.#

The exploitation rights of the telematics application are owned by TIKAL and protected by Spanish Intellectual Property Laws applicable in any country where it is used. The structure, organization and coding of the telematics application constitute confidential and valuable industrial and commercial secrets which belong to TIKAL. Therefore, the client must treat the telematics application in the same fashion they would when utilizing any material protected by intellectual property rights, thus copying, duplicating, or cloning the application is strictly forbidden.
The present licence to use the telematics application does not imply, either explicitly or implicitly, the assignment of the intellectual and industrial rights over said application, the hardware, or the data model.
Brands must be utilized in accordance with the commercial uses of brands, including acknowledging the proprietor’s name of the brand. Brands may only be used in order identify those printouts produced by the telematics application. Said utilization does not imply or grant any property rights over the application.
The knowledge and expertise intrinsic to the telematics application, as well as the knowledge utilized to configure it, is confidential information which belongs to the owner of the telematics application TIKAL. The client acknowledges this and assumes all liability regarding fraudulent use, or illegal copy or duplication of said application, or complementary programs, or utilization of this information by third parties, being liable for any breach of the present contract, by them or by any person or persons depending or associated with the client, or when these individuals have been granted access, directly or indirectly, to the telematics application by the client.
Updates: For the entire validity period of the present contract, and in accordance with the terms and conditions stipulated in the next paragraph, the client is entitled to have access to the updates of the telematics application as they arise. The client assumes all legal liability for the updates, regarding limitations and duty of care, in the same fashion as with the original computer application. Updates to additional modules of the telematics application shall be given to those clients who have acquired from TIKAL the licence to use said modules.
Hereby the client gives TIKAL consent to incorporate them as such into their business portfolio, thus allowing TIKAL to use their brand and logo on its website as well as in documents which may be given to other potential clients, for the sole purpose of said portfolio, and provided that the client does not express opposition to them being used in such a fashion.

Sixth. Right to amend.#

TIKAL reserves the right to update the telematics application to the latest version available on the market. Said updates may include, but are not limited to, such things as new functionalities, improvements, and modifications and legal updates to the telematics application, which may vary, at any moment such things as its features, performance, and configuration of the telematics application content.

TIKAL pledges to evaluate and take into consideration suggestions and requests made by clients and users of the telematics application so that they may be incorporated in the new versions of said application; however, it is TIKAL´s right, not the client´s to decide which modifications or improvements may be included in the aforementioned versions.

TIKAL reserves the right to modify, at any moment, the characteristics, features, and conditions of TIKAL for the benefit and development of the service. With this in mind, TIKAL may only have to observe the formality of having to notify the client via an on-line notice, or by modifying any clause in this contract. Notwithstanding the foregoing, TIKAL shall endeavour to promptly notify the client so that the latter may adapt them.

Seventh. Exclusion and termination of licensing.#

TIKAL reserves the right to exclude and/or terminate, temporarily or in a definite manner, the client´s right to use the telematics application, in case the following occurring:
- Breach of any of the terms and conditions of the present contract.
- Breach of law and order and/or improper, illegal, or negligent professional behavior.
- When a court, administrative, or official decision is made to do so.
The exclusion clause, or termination of this contract, does not imply that TIKAL forfeits the right to take legal actions or file for financial compensation when the client has acted in bad faith to damage, directly or indirectly, the telematics application.

Eighth. Communications.#

For the purposes of establishing a line of communication regarding the present contract both parties agree to use the place of residence which appears in it. The client pledges to keep the e-mail account provided in this licensing agreement, operational, activated and updated for the purposes of communications with TIKAL, which constitutes TIKAL´s preferred line of communication (albeit not the only one). In general terms, the client pledges to keep their personal details updated, and must communicate TIKAL, in a clear, unambiguous manner, of any changes.
Should the client fail to notify said changes, notifications or notices delivered to the address(es) given by the client in the licensing agreement, shall be considered valid.
The client consents that telephone conversations with TIKAL may be recorded with the intent to improve the quality and security of the service.

Ninth. Duration.#

The contract shall be valid indefinitely from the moment the client requests it. The client can also put the end to the contract at any time he wishes, being obliged to pay the pending consumed service.
As long as the period contract holds it is understood that the validity of the contract published on TIKAL´s website and containing all updates, prevails.

Tenth. Terms of payment.#

The price, payment method, billing and payment of the telematics application licensing, object of the present contract, is stipulated in the Current Official Rates Section published on TIKAL´s website (https://openvidu.io at the time of writing), which are considered part of a whole to all intents and purposes.
The price stipulated in the aforementioned Current Official Rates Section, do not include valued added tax (VAT), nor does it include any other taxes or fees established by law whose current rates shall be applied for the provision of the service when signing the present contract. Therefore, said amounts may be increased according to current tax rates.
Payment will be done monthly and will cover the whole amount of the service consumed during last month period according to the currently published rates from TIKAL.
Monthly payments include both the basic rate for the provision of the service, and the corresponding rate(s) for any optional or additional service hired.
Payments must be made effective by the credit or debit card that the client has agreed with TIKAL when first hiring the service. Visa and MasterCard shall be the accepted cards.
Total or partial delay in payment by the client for the amount(s) TIKAL has billed them shall grant TIKAL the right to cancel or terminate all contracted obligations in accordance with the present contract. Suspension of the service provision shall be realized within the next fifteen natural days after the contract has reached its expiry date, prior notice to the client. After said fifteen natural days from the day the service was suspended, and prior notification to the client, TIKAL may terminate the contract. If the client pays the full amount owed to TIKAL during said period, the latter shall re-establish the service as promptly as possible from the moment it is notified that the debt has been settled. Notwithstanding the foregoing, TIKAL reserves the right to ask for a two-month deposit as a guarantee before re-establishing the service. The client accepts all liability for any legal costs incurred due to claims made by TIKAL regarding breach of payment after the contract has reached its expiry date, including, but not limited to, such things as the return of invoices and late-payment interest. When the client returns, for any cause alien to TIKAL, two or more direct-debit invoices, TIKAL shall be entitled to unilaterally opt for the annual hiring and billing of the service.
When the client has defaulted on a payment, either totally or partially, during three months, for the amount owed to TIKAL, the latter has the right to rescind the contract between the two parties, as well as the direct and definite termination and cancellation of the service hired by the client, including the database linked to the client´s services, without prior notice from TIKAL.
TIKAL shall apply upon its rates any current deals and offers existing at the time the client hires the service, provided they comply with the terms and conditions of said deals and offers so that they may benefit from them. The client acknowledges and accepts the fact they may obtain detailed information, at any given time, regarding said deals and offers on TIKAL´s website or through the habitual communication channels with which TIKAL provides its clients.

Eleventh. Data Protection.#

The parties involved agree that they know, comply with, and are subject to, the Spanish and European laws and legislation regarding Personal Data Protection, thus they must give proper use and treatment to all data arising from any activity subjected to the terms and conditions of this contract.

Data Controller agreement between the client and TIKAL.#

In accordance with the Spanish Data Protection Laws, TIKAL´s access to the client´s personal files shall not be considered a violation of said laws, insofar as TIKAL is effectively the Data Controller and said access is necessary for the provision of the service which is the subject of this contract.

In this regard, and for the purposes of Data Protection regulation, TIKAL shall be regarded as the “Data Controller” of the client´s data. Notwithstanding the foregoing, TIKAL pledges that it shall treat said data in conformity with the client´s instructions provided in this contract, and that under no circumstances shall it utilise them for any other purposes outside of what the parties have agreed in this contract, nor shall it transfer or communicate them to a third party, not even for back-up or storage purposes. At the same time, the duration and validity of this agreement shall correspond to the type of service hired by the client.

Once the provision of said service terminates and the data shall no longer be necessary to perform the aforementioned Data Controller role, all personal data shall be either destroyed or returned to the person, persons or entity responsible for it, as well as any storage medium, documents or files containing personal data.

In order to provide the service and what said provision entails, TIKAL shall be granted access to the following information:

Contact details
Company profile data
Assets and billed services data
Tax identification data

TIKAL´s obligations as Data Controller are described as follows:

Treat all data in accordance with the instructions received by the person, persons or entity in charge of its treatment and only for the purposes provided in this contract.
To not communicate or transfer any data to third parties, except prior consent by the body in charge of its treatment, or in cases provided for by the law.
TIKAL may not outsource, either totally or partially, the provision of the service(s) described in the present contract, except prior authorization from the client whom shall be informed with due notice about the outsourcing entity as well as the services being outsourced. In this case, TIKAL shall draft and execute a new contract with said outsourcing entity, always in accordance with the current Data Protection laws.
To not disclose any personal data to which TIKAL may have had access, even after the termination of this contract.
To guarantee that the staff managing personal data pledge to keep the confidentiality which said data entails and that they comply with the proper security protocols.
To assist the person or body responsible for data treatment regarding data protection.
To provide the person or body responsible for data protection with support and assistance when performing an impact assessment, or when consulting the regulatory authorities, if applicable. Additionally, to provide said person or body with the necessary information so that it may prove their compliance with the rules and regulations.
Notwithstanding the foregoing, said person or body has mechanisms in place so as to guarantee the confidentiality, integrity, and availability of the systems and services concerning data protection, as well as to restore the access and availability to data in case of system failure. Additionally, it is endowed with capabilities so as to regularly verify and assess the efficacy of the security protocol.

Duties of the responsible for data treatment:

To guarantee, at all times, compliance with the Data Protection Laws.
Make all necessary enquiries beforehand.
To supervise that proper data treatment is occurring.
To provide the data controller with all necessary data for the provision of the service.

TIKAL´s duties as Data Controller:

To guarantee, at all times, compliance with the Data Protection Laws.
Make all necessary enquiries beforehand.
To supervise that proper data treatment is occurring.
To provide the data controller with all necessary data for the provision of the service.

Twelfth. Confidentiality.#

All data and information transmitted between the parties is strictly confidential and property of TIKAL and the client, and its protection is of the utmost importance. To this intent, both parties hereby contract the obligation to safeguard said data and information by adopting all appropriate measures to ensure that only authorized individuals shall have access to it; authorized individuals being understood as those employees which are needed by the parties involved so as to keep the provision of the service, which is the object of this contract, in good working order.
In this regard, the signatory parties are hereby subject to the following confidential agreement:
- Hereby TIKAL pledges to keep confidential all data and information supplied by, and concerning the client, as well as the output arisen from the service provided. In this regard, TIKAL possesses strict internal controls whose objective and end are to guarantee the integrity of the present confidential agreement.
- The client therefore agrees to keep confidential all data and information arising from TIKAL´s internal processes, specially the existence, utilization, and functionalities of any process used in the provision of the service.
- The present confidential agreement shall remain valid even after the termination of the present contractual relation and extends indefinitely to all members of staff that have been granted access to said confidential information.

Thirteenth. Termination. Rescission. Nullity.#

The present contract shall be considered void for infringement, committed by any of the parties involved, of the Spanish Civil Code, and in particular, of the Spanish Commercial Code, and the obligations arising from the following:
- Mutual consent of the parties involved.
- When the present contract has reached its expiry date which is specified in clause tenth, or within the subsequent extensions thereof.
- By unilateral rescission provided that the party wishing to rescind communicates this at least one month in advance.
- When any of the parties has been officially put into administration, has filed for bankruptcy protection, is under bankruptcy or insolvency proceedings, or is under liquidation or dissolution.
- Due to any other reason(s) provided for in law.
- Should any of the parties involved breach the contracted obligations provided in the present contract, the other party may consider it as void. Said consideration warrants no prior notice or compensation of any kind, but for the need to communicate the decision to the other party; unless the unaccrued obligations owed by the party are performed within the next fifteen days, counting from the moment said party was notified that they are in breach of the contract . Notwithstanding the foregoing, the other party reserves the right to claim or file for damages caused by this infringement.
TIKAL pledges to destroy all data provided by the client once the contractual relation is extinguished. Likewise, TIKAL shall destroy or return any document or storage medium containing any IT-related data arising from said contractual relation. Once said contractual relation terminates, the client may request TIKAL to supply them with a hard, back-up copy of all data pertaining to and arising from said relation, to any address the client wishes, prior to a written request to do so, which must be sent within the week after the end of the contract. The client shall burden the costs incurred arising from the handling and mailing of said request.
The client may cease or cancel the use of the telematics application whenever they wish to do so. Should the client or any authorized user by them request the cancellation of the service at TIKAL´s offices, it shall become effective on the same day said request was made. Therefore, it is advised to carefully observe said process to avoid any resources or data loss that the client or user may have in their TIKAL´s account. Should it not be possible for them to initiate said cancellation process at TIKAL´s offices, the client may request it by contacting TIKAL´s customer service via any of the channels provided in this contract. Said cancellation shall become effective on the day stipulated by the client, provided that the request has been made with enough time to be processed correctly.

Fourteenth. Applicable legislation and jurisdiction.#

The present is a business contract regulated by Spanish laws. The parties involved agree that any discrepancy, legal or civil action, claim or complain arising from the interpretation and execution of the present contract, shall be, directly or indirectly, taken to the Court of Madrid, thus all parties involved hereby renounce to take any matters pertaining to this agreement to any other jurisdiction.

The present document constitutes the total agreement of the parties in relation to the matters covered in this agreement, thus substitutes all previous obligations, liabilities, and agreements, both written and verbal, existing prior to the signature and execution of this contract.

The following website (www.naevatec.com) belongs to:
TIKAL TECHNOLOGIES SL TAX ID: B85986669 10 Chile Rd/St 28290 – Las Rozas de Madrid (Madrid City) Spain. Registered in the Madrid´s Trade Register, volume/tome 28043. Book 0 Section 8th of the Registry Book, Page 37, Sheet M-505315.