Terms of Service

Effective Date: December 15, 2011

Thank you for your interest in Tipatag! We invite you to access our web site subject to your review and agreement with certain terms and conditions. These terms and conditions are set forth in this document, and in certain other policies, guidelines and other terms or conditions that may be presented to you from time to time at other locations in our web site in connection with specific Service offerings (all of which may be updated from time to time and are collectively referred to as our “Terms of Service”). You need not accept this requirement to agree to our Terms of Service, but if you reject our Terms of Service you do not have any right to access or use our Service. If you do access our web site and use our Service, your use shall be deemed to accept the Terms of Service and be a party to a legally binding contract with GMV (“GMV,” “we,” and sometimes “us”).

You may wish to save a copy of these Terms of Service for your records. In any event, be sure to regularly check these Terms of Service for any updates or other changes, which shall be legally binding upon you when we post them, whether or not we provide you any other notice of such changes. The then-applicable Terms of Service will be posted at www.tipatag.com/about/tos, and we will indicate the effective date of each update at the top of the Terms of Service. Your continued use of the Service after any update will be deemed to represent your consent to be bound by, and agreement with, the new Terms of Service.

1. SERVICE DESCRIPTION

The Tipatag Service consists of products, computer programs, widgets, services and web sites hosted or made available by GMV, which you may use for the creation, storage, publishing, sharing, capture, scanning, recognizing and/or transmitting any number of visual tags known as “Tipatags”, on multiple computer, network and mobile platforms, now known or hereafter developed (collectively, the “Service”).

2. USE OF SERVICE

Subject to the terms and conditions within, these Terms of Service, GMV grants you a limited, non-exclusive license to utilize the Service so long as (i) you are of legal age to form a binding contract and (ii) you are not barred from receiving the Service under the laws of Spain. In order to access and/or use the Service, you may be required to grant access to your social network profile and other information as part of the login process and/or continued use of the Service. If you decide to grant this access, all tipatags you generate will be linked to your profile.

You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Service, and all fees associated therewith (such as computing devices and Internet service provider and airtime charges).

You acknowledge and agree that all information, data, text, images, software, sounds, graphics, video, messages, tags and other materials, in whatever form and technical structure, whether publicly posted or privately transmitted or stored using the Service, as well as all tipatags created during your use of the service (“Content”), are the sole responsibility of the person(s) originating such Content and introducing such Content into the Service. We reserve the right, but shall have no obligation, to pre-screen, reject, review, quarantine, delete or move any Content available with the Service, without obligation to any person.

You agree that you are responsible for your own conduct, and all Content that is created, transmitted, stored or displayed by you using the Service and for any consequences arising as a result thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms of Service, and all applicable laws and regulations in the relevant legal jurisdictions (including, without limitation, laws and regulations relating to the recording of audio, copyright laws, privacy laws and the storage and transmission of data and technology). Without limiting the foregoing, you shall be deemed to represent and warrant to GMV that you have the unfettered legal rights and authority to permit you to submit your Content to GMV in connection with your use of the Service, and such submission and the grant to GMV of the rights you grant herein in connection with GMV’s offering and operation of the Service does not infringe the rights of any person or third party.

By submitting to GMV any ideas, suggestions, documents and/or proposals through the “Community” interface or otherwise (collectively, “Contributions”), you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) GMV is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) GMV shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) GMV may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of GMV without any obligation of GMV to you; and (f) you are not entitled to any accounting, compensation or reimbursement of any kind from GMV under any circumstances.

You further agree to NOT:

(a) use our products or the Service for illegal purposes or for promotion of dangerous activities;

(b) impersonate any person or entity, including, but not limited to, a GMV staff member, or falsely state or otherwise misrepresent your affiliation with GMV or any other person or entity;

(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

(d) upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(e) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(f) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation;

(j) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(h) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected or applicable to the Service;

(i) violate any applicable local, state, national or international law, including any regulations having the force of law;

(j) “stalk” or otherwise harass another person or company, or take any action invasive to another’s privacy (by posting, for example, another’s photograph, address, email, phone number or any other contact information) without permission from such other person;

(k) collect or store personal data about other users for commercial purposes;

(l) promote or provide instructional information about illegal activities, promote physical harm or injury against any government, legal entity, group or individual, or promote any act of cruelty to animals, including, but not limited to, providing instructions on how to assemble explosive device or other weapons or incendiary devices;

(m) use the Service as a forwarding means to another website;

(n) allow usage by others in such a way as to violate these Terms of Service;

(o) engage in commercial activities within the Service or on behalf of GMV without prior approval, including but not limited to the following activities:

(p) employ tactics to prevent the full and complete display of advertisements within the Service, including, but not limited to, making style changes, customizations or overrides that effectively block or substantially impair the display of advertisements within the Service;

(q) solicit passwords or personal identifying information for unintended, commercial or unlawful purposes from other users;

(r) exceed the scope of the Service that you have signed up for, for example, accessing and using features that you do not have a right to use or deleting, adding to or otherwise changing another person’s entries or other content when you have not been granted the right to do so;

(s) access (or attempt to access) any of the Service by any means other than through the interface that is provided by GMV, or access (or attempt to access) any of the Service through any automated means (including use of scripts, web crawlers or the like) or otherwise engage the Service in a manner reasonably likely to be harmful to the systems operating the Service or the access or use of the Service by others; and/or;

(t) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Service.

You understand that, notwithstanding our efforts and these Terms of Service, you may be exposed to offensive, indecent or objectionable Content when using the Service, and, accordingly, you use the Service at your own risk. There are commercially available services and software to limit access to material that you may find objectionable. We may, but shall have no obligation to, provide such services and software, or enable such services or software to work with the Service.

3. PROPRIETARY RIGHTS, LICENSES AND LIMITATIONS

GMV Rights

You acknowledge and agree that GMV (and any licensors to GMV) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software comprising a part of the Service hosted on Tipatag’s servers and Tipatag mobile applications, and all intellectual property rights therein (whether registered or not and wherever existing in the world). You further acknowledge and agree that the rights in the Service, including all intellectual property rights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms of Service. Except for the limited license rights specifically granted to you in these Terms of Service, GMV and its suppliers own and shall retain all rights, title and interests, including, without limitation, intellectual property rights, in and to the Service and all Software utilized therein (and all copies thereof and related materials that are delivered or made available to you with the Service).

In order to enable GMV to operate the Service, we must obtain from you certain license and other rights to the Content you submit (so that our processing, storage and handling of your Content doesn’t infringe applicable copyright and other laws). Accordingly, by using the Service and posting Content, you grant GMV a license to display, perform, and to modify (for technical purposes) and reproduce such Content to enable GMV to operate the Service. (You also agree that GMV has the right to elect not to accept, post, store, display, publish or transmit any Content in our sole discretion). You agree that these rights and licenses are royalty free, irrevocable and worldwide, and include a right for GMV to make such Content available to, and pass these rights along to, others with whom GMV has contractual relationships related to the provision of the Service, solely for the purpose of providing such services, and to otherwise permit access to your Content to third parties if GMV determines such access is necessary to comply with its legal obligations.

Except for the limited license and other rights granted in these Terms of Service, you retain all of the rights you had in your Content before you submitted it. If you elect to publish and share any portion of your Content, then, in doing so, you are enabling each of those permitted users of the Tipatag Service access to use, display, perform, distribute and modify your Content (subject to any understandings or agreements you and such users may work out without Tipatag’s involvement).

Your Rights

As indicated above, you retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Service. Other than the limited license and other rights you grant in these Terms of Service, GMV acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms of Service in or to any Content that you submit, post, store, transmit or display on, or through, the Service, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that you are solely responsible for protecting and enforcing those rights and that GMV has no obligation to do so on your behalf.

GMV hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Software provided to you by GMV as part of the Service as provided to you by GMV, for the sole purpose of enabling you to use and enjoy the benefit of the Service as permitted by these Terms of Service, until your rights are terminated in accordance with these Terms of Service.

4. PRIVACY POLICY

Our Privacy Policy is published at www.tipatag.com/about/privacy. By using the Service, you acknowledge, accept and agree with all provisions of the Privacy Policy.

5. MODIFICATIONS AND TERMINATION

We reserve the right at any time and at our sole discretion to modify or discontinue, temporarily or permanently, and to terminate the Service or any part thereof (including Software), or your access to or use of the Service, with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension, discontinuance or termination of the Service or any part of the Service.

6. ADVERTISEMENTS

The Service may be supported by advertising revenue and may display advertisements and promotions on or in connection with the Service, and may be targeted to Content subject matter. You hereby agree that GMV may present advertising in connection with the Service in consideration for the rights granted you to access and use the Service. Any decision to utilize advertising, and the manner, mode, extent and terms of any advertising, presented with the Service, are subject to change. We shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such practices or changes or as the result of the presence of such advertisers on the Service, including, without limitation, any change in the cost of obtaining any Service. Furthermore, your interactions with advertisers found on or through the Service, including, without limitation, all reliance upon advertising, all commercial transactions and legal obligations associated therewith, are solely between you and such advertisers.

7. LINKS

We may include the use of third party resources and/or links to third party websites as part of the Service. We have no control over such sites and resources and, accordingly, you acknowledge and agree that (a) we are not responsible for the availability of such external sites or resources; (b) we do not endorse and are not responsible or liable for any content or other materials available from such sites or resources and (c) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or materials available on or through any such site or resource.

8. INDEMNITY

You agree to indemnify and hold GMV, its subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Service, any violation of these Terms of Service or any other actions connected with your use of the Service.

9. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GMV EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b) GMV DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ERRORS IN THE SOFTWARE WILL BE CORRECTED.

(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GMV OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

10. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GMV, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF GMV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (c) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE; (e) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING THE SERVICE; (f) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED PRODUCT OR SERVICE; OR (g) ANY OTHER MATTER RELATING TO THE SERVICE.

11. EXCLUSIONS AND LIMITATIONS

NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIMITATIONS IN SECTIONS 9 AND 10 WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. NOTICES

Except where these Terms of Service specifically provide for use of a different means or address for notice, any notice hereunder to GMV must be delivered by email to

tipatag@gmv.com

This email address may be updated as part of any update to these Terms of Service.

13. ENTIRE AGREEMENT

These Terms of Service constitute the entire agreement between you and GMV and governs your use of the Service. These Terms of Service, as in effect from time to time, supersedes any prior agreements or earlier versions of these Terms of Service between you and GMV for the use of the Service.

14. SEVERABILITY

Should any term of these Terms of Service be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

15. GOVERNING LAW

These Terms of Service and the relationship between you and GMV shall be governed by the laws of Spain without regard to its conflict of law provisions. You and GMV agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Madrid, Spain. Notwithstanding this, you agree that GMV shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any applicable jurisdiction.