1. General

The company ADTRIBOO, S.L. (hereinafter, “adtriboo”) is the managing company and owner of the www.adtriboo.com website (hereinafter, the Website) with its registered office at Calle Doctor Castelo 10, Madrid (Spain), (C.P. 28009), holder of Tax ID (C.I.F.) number B-84789957 and recorded at the Commercial Registry of Madrid, Tome 23,090, Folio 171, Section 8, Page M-413747, and it has the following corporate objects: (i) the creation and management of cinema portals in multimedia environments; (ii) the sale and purchase, participation in, and/or management of online environments providing cinematographic and multimedia leisure services within the traditional sector and any new media that may emerge in the future; (iii) the generation and management of members’, readers’, and visitors’ communities and the development of loyalty systems for the said communities, within the internet and the new communications networks sectors (mobile telephone, DTT…); (iv) the sale and purchase of products and services within the digital-format multimedia-contents sector, and the development of commercial activities within the said sector, and (v) the acquisition of rights and concession of licences in relation to the said contents.

2. Services

adtriboo offers clients of all kinds (both private individuals and corporate bodies) the opportunity to use its Website for the presentation of a project such that professionals registered on adtriboo interested in submitting proposals or ideas for the performance of the said project may send them to the Website as part of a competition or project that is promoted by the client (hereinafter, the “Project”), with the possibility of obtaining in exchange remuneration set by the client. The minimum remuneration payable is defined by adtriboo in accordance with the kind and format of each Project.

The services adtriboo provides to the client always include the management of the payment of the remuneration to the winner. adtriboo is responsible for receiving the remuneration sum from the client and depositing it in the winner’s account, unless other instructions should be received from the client, and after first making any withholdings that may be applicable, in accordance with the applicable legislation.

3. Status as Client

In order to procure the adtriboo services described for the submission of a Project on the Website, clients interested in obtaining ideas or proposals for its Project should:

(a) Register in advance as a User on the Website, filling out for this purpose the registration form available, and accepting the General Conditions of the Website (hereinafter, the “General Conditions”), as from which time they become a professional of the adtriboo community (hereinafter, a “Professional”). Professionals who register for each Project in order to submit their materials or proposals shall be known as “Professional Participants”.

(b) Also accept these Terms & Conditions for the Procurement of Services and Submission of Projects by Clients on the Website (hereinafter, the “Client T&C”) following which they are deemed to be clients (hereinafter, “Clients”). Given that adtriboo may amend these Client T&C in the future as part of its management of other projects, we recommend that clients should read the Client T&C before engaging in any new procurement, in order to be duly informed of any changes made.

adtriboo welcomes you and invites you to carefully read these Client T&C which describe the terms & conditions which are to govern the contractual relationship between the Client and adtriboo.

By accepting these Client T&C, Clients undertake to strictly comply with them, as well as with any possible warnings and instructions that the Website may contain, and to act at all times in accordance with the law, good practice, morality, public order, and the requirements of good faith, with diligence that is in-keeping with the nature of the service being enjoyed, and refraining from using the Website in any way that could prevent or harm its normal operation, or the assets or rights of adtriboo, or those of any third party in general terms.

In particular, and for the purpose of example and not limitation, Clients undertake as follows:

1. To be in possession of all means and technical requirements needed in order to be able to access the Website.

2.To provide truthful information when filling out the forms contained on the Website with their personal data, and to keep the said information up to date at all times, such that it corresponds to the Client’s actual situation at any given time. Clients shall be solely liable for any false or inaccurate statements they make and for any losses these may cause to adtriboo or to third parties as a consequence of the information supplied.

3. Not to use the Website for the introduction, storage, or dissemination of any computer program, data, virus, code, or any other instrument capable of causing damage to any of adtriboo’s equipment, systems, or network, or those of third parties, or that are in any other way capable of causing any alterations or preventing the normal functioning of the said items.

4. Not to use the Website for any purposes or effects that are unlawful, or that infringe the rights and interests of third parties, or that may in any other way damage, disable, overload, harm, or impede the normal functioning of the computer equipment or the documents or any other contents stored on any computer equipment belonging to adtriboo or to any internet user (hardware and software).

5. Not to use the contents and information of a personal nature that may be obtained from the Website for the purpose of sending out advertising messages or commercial promotions, unless this has been asked for or consented to by the interested parties, or for sending out any other messages that have not been asked for or consented to in advance to a multitude of persons (spam).

4. Information on the Project types and formats

There are two kinds of Projects that clients will be able to publish through adtriboo:

a) PRO Projects: Suitable for businesses and SMEs looking for a more economical solution. They include a series of standard services (use of the platform for the automated management of the entire process, the possibility of leaving feedback for the professionals, contracts and standard-form rules, and the adtriboo “100% satisfaction guarantied” promise), to which Clients may add the purchase of certain optional extras. Tariffs for the standard version and the optional extras, together with an explanation, are set out during the procurement process for the services. The management of publication and payment for these kinds of Projects is automatic through the adtriboo website and with visible tariffs.

b) VIP Projects: These allow the creation of a Project tailored to the needs of each Client. They include the following services: the standard and optional services for PRO Projects, plus the following: the made-to-measure design of the Project using the adtriboo platform, selection of the best professionals based on the scores awarded by previous Clients (where the Client wants only the best-rated Professionals to participate), the opportunity to personalize the contracts and the rules governing the Project, a personalized confidentiality agreement, VIP management of the project (appearing under Home, Newsletter, successful cases, etc.), and assistance from a manager throughout the entire process. Management of the publication is completely personalized and therefore neither the process nor the public tariffs are automatic.

In addition, within each one of these two classes of Projects, the Project formats to be published by the Clients may be video, audio, image, or text

5. Costs, tariffs and taxes.

The cost for the Client varies in accordance with the type of Project (PRO or VIP) and the options selected:

a) VIP Projects: Given that these allow the creation of Projects that are tailored to the needs of each Client, the tariffs will be set with adtriboo in each specific instance.

b) PRO Projects:

Prize (award): the minimum award amount depends on the format of each Project (you can view the corresponding sums under the “Create Project” section).

adtriboo commission: 15% of the value of the remuneration.

Non-refundable publication fee: this sum varies in accordance with the format of the Project to be created (you can view the corresponding sums under the “Create Project” section).

Cost of optional extras: The tariffs for the optional extras together with their explanation can be viewed during the procurement process for the services.

In the event no award is made in the Project because the Client is not satisfied with any of the proposals submitted by the Professional Participants in the Project, adtriboo undertakes to refund the value of the remuneration and the adtriboo commission to the Client, but the publication fee and the cost of the optional extras selected is non-refundable.

In the case of clients with tax residence in Spain, Value Added Tax (VAT) shall be added to the sums payable to adtriboo, at the rate applicable on the date the corresponding invoices are issued for the provision of the services.

6. Procedure for the publication of Projects and the procurement of the adtriboo service

first registering with adtriboo, the Client goes to the “Create Project” section and selects either a VIP or a PRO Project. In the case of VIP Projects, the Client then fills out a contact form and sends a summary of the Project it wishes to publish. In the case of PRO Projects, after selecting “Create Project”, the Client will be asked to fill out a briefing (as described below), determine the Project format out of those available, establish the award amount (remuneration) and the amount of time the Professionals are allowed for the submission of their proposals and participation in the Project, as well as any other information required. The briefing consists in a description as detailed as possible of what the Client requires for the Project, explaining what kind of business or private individual the Client is, what distinguishes the Client from the competition, what is expected of the Professional Participants, the aims or objectives to be met, the format required, etc.. In order to provide the said description, adtriboo will make a briefing form available to the Client in which it will be asked to answer a series of questions.

Once the PRO Project has been created and registered, the Client will need to pay adtriboo the established tariffs, by selecting from amongst the various methods of payment allowed, in order for the Project to be published on the Website.

As from this time, the Professionals will be able to view and participate in the Project published, which will be indexed in our "Projects" section. Every time a Professional submits a proposal for the Project or leaves a comment, the Client will receive an e-mail alert. The Client may likewise invite those Professionals that it considers to be of interest to view its profile or previous works via a private message.

7. Client Communications with Professionals and with adtriboo

In both Project types, adtriboo shall provide the Client with the tools it needs in order for communications with the Professionals to be fluid and precise.

a) Communication with Professionals who are not yet Participants in your Project:

Clients may send private messages to any adtriboo Professionals they like and invite them to participate in the Project. In order to do this, Clients should go to the account of the pertinent Professional (“Contact” section), or send a message from their own Client account, indicating the name of the Professional to be invited in the address field.

b) Communication with Professional Participants in your Project:

Clients may send comments, evaluations (positive or negative), and feedback to the Professionals participating in their Project with regard to their proposals, thereby increasing the chances of obtaining a satisfactory outcome for the Project (comments shall be inserted under the "Feedback" tab of the Project).

c) Client Communication with adtriboo:

The adtriboo team is at the Client’s disposal in order to attempt to solve any incidents arising in relation to the Project, and to provide any assistance that the Client may require in the task of procuring our services.

Likewise, should the Client feel that a Professional is behaving in a “disagreeable” or improper manner, it may report this to adtriboo by sending a message, giving as many details as possible concerning the problem, and adtriboo will take the necessary steps in order to ensure that the said behaviour ceases.

With the aim of ensuring that the Website is used in accordance with the principles of transparency, clarity, and simplicity, adtriboo hereby informs Clients that they may contact the adtriboo team with any suggestions, doubts, or queries regarding the Client T&C.

8. Rating Professional Participants. Selection of the winning Professional. Payment of the remuneration.

Clients will be required to rate, in accordance with the selection system established by adtriboo, all proposals received for their Project. The aim of this is to allow those Professionals who end up receiving no remuneration to at least obtain feedback on their work and some acknowledgement so that they can build up positive ratings from Clients, which will at a later stage allow them to be selected for VIP Projects in which Clients only invite those Professionals who have the highest ratings. The said rating consists in assigning them the status of pre-qualifier, special mention, and/or winner, for the proposals presented, by way of a series of links that will be made operational once the deadline for the submission of proposals has expired.

The number of remunerated Professionals, as well as the value of the awards/remuneration, shall be decided by the Client, whilst at all time complying with the minimums set by adtriboo in accordance with the Project type.

Clients shall have, in general terms, fourteen (14) calendar days, running as from the date of the conclusion of the Project, to select the winning proposal. In exceptional circumstances, should the Client need a longer period in which to make its decision, a supplementary period of no more than seven (7) additional calendar days may be granted as from the date on which the previous period expired. Clients shall notify adtriboo by way of a message of their use of the said additional period, and shall publish a comment under the “Feedback” section of their Project so that all Professional Participants may be informed of the new deadline.

Once the Client has decided on the winning Professional Participant, it should go to the “Proposals” section and select the Project by clicking on the “winner” link, located next to the proposal. adtriboo shall send the winner an e-mail alert once it has been published on the Website. The winning proposal shall be available for public viewing except in the case of private Projects.

adtriboo will oversee the payment of the remuneration set by the Client to the winning Professional Participant.

In the event that no award is made in the Project because the Client is not satisfied with any of the proposals submitted by the Professional Participants in the Project, the Client shall send adtriboo an e-mail to concurso@adtriboo.com within no more than seven (7) calendar days as from the completion of the Project notifying it of this fact, and shall also publish this under the “Feedback” section for the information of all the Professional Participants. In this case, and after checking with the Client that this decision is final, adtriboo undertakes to refund the remuneration sum as well as the adtriboo commission. The publication fee and the cost of the optional extras selected are non-refundable.

9. Intellectual and industrial property

For any of the video, audio, image, or text Projects, Clients should be aware that the Professional Participants will be required to meet the following conditions:

(a) They must certify that their proposal is original and unpublished, and that it has not been copied, whether in whole or in part, from other works (whether their own or those of third parties), and that they are the sole owners of the intellectual and industrial property rights over the said works, or that they possess the necessary authorizations and/or licences for all of the persons intervening in the materials submitted for participation in the competition, and as such they warrant that they have not infringed any intellectual or industrial property rights belonging to any third party. For this purpose, they shall be offered the legal means necessary in order to justify before the Client that they are in possession of the said intellectual property rights. Any failure to provide proof, or the supply of defective proof, in respect of possession of the intellectual property rights over the material that the Professional Participant submits in the competition, shall entail their disqualification, and where appropriate, they shall be stripped of their status as winner of the competition, forfeiting the right to receive any remuneration they may have obtained, all of which the Professional Participants expressly accept by virtue of their mere participation in the competition.

As a result of the requirement of originality for the proposal, any images and other media used may only be original, and the use of images in the public domain is prohibited. In the case of other Project formats, the use of such images in the public domain is allowed, although the Professional Participant shall be under a duty to warrant and prove that the licence available for the image used allows its use in the manner required for the Project (not just for participating in the competition but also covering the needs set by the Client when publishing the Project, as established in the specific Rules for each competition).

(b) They must assign to the Client, on an exclusive basis, the monetary (exploitation) intellectual and industrial property rights over the proposal that wins the remuneration with such specific conditions as may be established for each Project, although the Professional Participants shall in all cases retain the moral rights over the work or proposal they submit.

In order to obtain more information on the scope of the assignment of intellectual property rights associated with a specific Project, it will be necessary for the Professional Participant to verify the contents of the Rules for each Project, which shall include the duration of the assignment of rights (which may be temporary or for the entire statutory protection term), the territories covered (which may be limited to just some territories or be of a worldwide nature), and the forms of exploitation included (which may be for specific forms of exploitation, such as digital environments, or for all forms of exploitation).

The consideration for this assignment of rights will be the monetary value of the remuneration, which Professional Participants deem to be adequate by the mere fact of submitting their proposal to the competition, and the winning Professional Participant shall not be entitled to receive any other additional payment from the Client or from adtriboo.

The rights assigned include the right to transform the work, and as such the Professional Participant accepts that the Promoter may make such alterations or additions to the work as may be considered necessary and involve other parties in the said alterations, with or without the intervention of the winning Professional Participant.

In the event that the Client should wish to call on the co-operation of one of the Professional Participants or the winning Professional Participant for a complete alteration or re-design (or for an additional work), the Client may contact any Professional Participants it is interested in and negotiate their professional fees with each one individually, and any relationships established shall be completely independent of adtriboo and not subject to these Client T&C. Any small alterations to the winning proposal that the Client may ask the Professional Participant to make are excepted from this additional cost, provided that they are reasonable.

Given that all rights over the proposals correspond to the Professional Participants, they retain control over their proposals and may, up to the date of the conclusion of the Project, withdraw them at any time should they wish.

However, where the Promoter should be interested in one of these withdrawn proposals, it may contact the Professional Participant in order to recover the proposal and include it once again within the Project, although the final decision shall always rest with the Professional Participant. Once the deadline for the submission of proposals has expired, the Professional Participants will no longer be able to withdraw their proposals.

10. Processing of personal data

adtriboo warrants that all personal data supplied by the Client shall be protected, and in compliance with the provisions of Organic Law 15/1999 of 13 December on Personal Data Protection, Royal Decree 1270/2007 of 21 December, and all other applicable regulations, you are hereby informed that:

b) The data are compiled for the purposes of: (i) allowing Clients to be properly identified; (ii) maintaining, overseeing, and/or performing the contractual relationship (and as such including the provision and invoicing of the services offered); (iii) sending out advertising concerning the same products and services offered by adtriboo similar to those that have been procured by the Client; (iv) carrying out statistical research and historical comparisons, and (v) enabling you to contact adtriboo (including reporting any incidents).

c) Furthermore, and with the express consent of the Client, adtriboo shall also use the data compiled to carry out promotional and advertising activities for all other products and services by way of any means, and in particular the sending of e-mails (these promotional messages shall be flagged as “advertising” and shall feature an option allowing Clients to state their desire not to receive any more). The promotional and advertising activities may include information on competitions and prize draws, promotions and discounts, events, festivals, concerts, courses and conferences, casting schedules, inter alia. adtriboo shall seek express consent for these purposes.

d) The personal data included in the file owned by ADTRIBOO may be assigned to companies that perform the same kind of activity as ADTRIBOO and for the same purposes as described in the two previous paragraphs, and Clients expressly accept this.

e) The compilation and processing of the data shall be carried out subject to the required levels of security, in accordance with the data the Clients supply, and we have installed all technical means and measures at our disposal in order to avoid the said data from being lost, tampered with, or accessed in unauthorized manner, in accordance with the provisions of the Security Measures Regulations governing automated files containing personal data, approved by Royal Decree 1720/2007 of 21 December. However, Clients must bear in mind that security measures on the internet are not infallible.

f) Clients may exercise their rights to view, correct, delete, and challenge their personal data, and to revoke their consent to any of the processing referred to above, at any time, by sending adtriboo an e-mail to bbdd@adtriboo.com with the subject “Exercise of LOPD rights” stating their name and attaching a photocopy of their ID (DNI) Card (passport or other valid document in proof of their identity), the request that is the subject of the application, the address for the service of notices, date, signature, and documents in proof of the request being made, where appropriate.

11. adtriboo’s liability

Clients acknowledge and accept that use of the Website is entirely at their own risk and responsibility.

adtriboo does not monitor in real time the use that the registered Professionals make of the Website, and nor does it guaranty that they do so lawfully, or in accordance with the applicable General Conditions, these Client T&C, morality, generally-accepted good practice, and public order, or that they do so diligently and prudently. For these reasons, adtriboo shall not be liable as against Clients for the content, accuracy, legality, reliability, or truthfulness of the information, contents, expressions, opinions, articles, or statements shown on the Website. However, this does not mean that Clients will not find any accurate or useful information on our Website, and in the majority of occasions they will.

Should adtriboo become aware, whether by its own means or as a result of being informed by third parties, that some content included on the Website may be classified as being unlawful, or contrary to the applicable General Conditions, these Client T&C, morality, generally-accepted good practice, and public order, it shall be authorized to remove the said content, and under all circumstances it shall have unfettered discretion to decide whether or not to remove the said content, without this being able to give rise to any liability of any kind for adtriboo.

12. Applicable law and jurisdiction

For the purpose of the resolution of any dispute and/or discrepancy that may arise in relation to the existence, validity, interpretation, application, performance, breach, or nullity of these Client T&C, adtriboo and the Client hereby agree to be bound, in waiver of the protection of their own jurisdiction and legislation, by Spanish law and the jurisdiction of the Courts of the city of Madrid.

Madrid, 21.09.2011