Terms and conditions of service

These Terms and Conditions of Service (“Terms and Conditions”) constitute the regulatory framework for the contracting and provision of the services indicated in Clause 1 (“Services“) between Nuevo Sentido Tecnológico Realidad Aumentada, S.L. (hereinafter referred to as “ONIRIX“) and any person or entity that registers and accesses the Services (“SUBSCRIBER“) available through the Website: https://www.onirix.com/ (“Website“).

By registering on our Website and purchasing any of our products or Services, the SUBSCRIBER acknowledges that he/she has read, accepts and agrees to be bound by these Terms and Conditions, as amended from time to time in accordance with clause 15, as well as our Website Terms of Use and Privacy Policy, which supplement these Terms and Conditions (collectively, the “Agreement“).

The SUBSCRIBER warrants that he/she has the legal capacity to be legally bound.

1. DESCRIPTION OF THE SERVICES

1.1 ONIRIX owns and operates three perfectly differentiated and combined elements that are part of ONIRIX®:

• manage content, create and publish experiences that allow its visualization, and monitor the traffic generated through the metrics panel (“Studio“); 
• ONIRIX SDK, which is a set of libraries and utilities for use by developers, cross-platform, enabling multiple interactions between supported devices and web browsers (“SDK’s”); and 
• ONIRIX PLAYER, which allows the generation and visualization of ONIRIX® projects on compatible devices through pre-designed applications for the Android or iOS operating system; as well as through web browsers via the Onirix webAR module (“Player“).

1.2 This Agreement applies to these three elements (collectively, the “Services”). The SDK and Player Services are managed from Studio once SUBSCRIBER signs up and creates an account on the Website.

1.3 The Services allow the User to create, store, play, share or allow access to augmented reality based content generated from each of the included functionalities (the “AR Content“), as well as to monitor or measure traffic in relation thereto.

1.4 ONIRIX reserves the right to replace, modify, extend or reduce the catalogue of services and products offered through this Website.

2. ACCESS TO SERVICES 

2.1 Requirements

2.1.1 Only natural persons of legal age and with sufficient legal capacity to contract may register the Services through this Website. If the SUBSCRIBER contracts the Services on behalf of a legal entity, he/she guarantees that he/she has the necessary powers of representation and authority to bind the legal entity to this Agreement.

2.1.2 ONIRIX reserves the right to deny access to the Services or to immediately terminate the Agreement with a SUBSCRIBER if the SUBSCRIBER does not meet the age requirements or does not have sufficient legal capacity to contract or, if the SUBSCRIBER has previously breached this Agreement.

2.1.3 In order to use the Services, the SUBSCRIBER must have a permanent Internet connection. Therefore, the SUBSCRIBER has the overall responsibility to have the appropriate system and electronic devices that allow him/her to access the Services, as well as to obtain the infrastructure and sign all agreements with third parties to be able to use all the connections necessary to enjoy the Services. 

2.1.4 The SUBSCRIBER must also take into account the limitations and compatibilities established for the different products before contracting them, which will be described in the following links, which may be updated periodically:

• Web AR limitations for complete scenes: https://docs.onirix.com/onirix-player#compatibility
• Limitations web AR for 3D models: https://docs.onirix.com/onirix-player/webar/assets#compatibility

2.2 Login, access and use of the Services

2.2.1 Access to the Services shall require the creation of an account on the Website (the “Account“). When creating the Account, the SUBSCRIBER must choose between the different modalities available (the “Plan(s)”).  

2.2.2 ONIRIX may validate the contact details provided during registration by text message. If the registration is not confirmed, access to the Services will not be possible and, fifteen days after registration, ONIRIX reserves the right to cancel the Account. 

2.2.3 Once the Account has been successfully generated and the registration process has been validated, the Account will be active for as long as SUBSCRIBER: (i) has an active Plan and (ii) complies with the obligations under this Agreement. If ONIRIX reasonably suspects, at any time, that the Account is being used to violate the Agreement, or is being used fraudulently, ONIRIX will act in accordance with Section 16. The Account may be deactivated if 3 months have elapsed and it has not been used by the user.

2.3 Types of Plans or Accounts

2.3.1 The SUBSCRIBER can choose between different types of Plans or Accounts which are explained in detail on our website: https://www.onirix.com/pricing/.

2.3.2 In this respect, it will be possible to make changes to the Subscription Plans:

•  “Upgrade”: the Customer may change the Subscription plan to a higher plan, i.e., from a Starter plan to a Professional one or from a Professional to a Scale plan that allows the use of additional functionalities. In addition, the Customer must pay the corresponding payment for the Service or, where applicable, the proportional part of the difference between the price of the Subscription plan that he/she was paying up to that time and the corresponding new one, until the following billing period.
•  “Downgrade”: the Client may change the Subscription plan to a lower plan, i.e., from a Scale to a Professional plan or from a Professional to a Starter one, which will imply the restriction of some additional functionalities as well as the deletion of certain projects. The change in the price of the Subscription plan will be effective the following period.

2.3.3 Note that in the event that the SUBSCRIBER decides to change the subscription plan to a lower one or cancel it and subsequently modifies the work carried out and developed by ONIRIX in accordance with a custom order (either by changing the code or otherwise), ONIRIX is not responsible for any possible errors in the reproduction or deployment of the same on another platform or other medium.

3. ACCOUNT AND LOGIN CREDENTIALS  

3.1 By entering his/her data, the SUBSCRIBER declares that all information provided is true, complete, accurate and up to date; in the event that ONIRIX has doubts about the veracity of the information provided by the SUBSCRIBER, it may, at its discretion and without prior notice, immediately suspend or close the SUBSCRIBER’s account.

3.2 The SUBSCRIBER is responsible for confirming receipt of notifications and for informing ONIRIX of any changes to his/her data, especially payment and billing information, and ONIRIX shall be exonerated from any liability arising from this circumstance.

3.3 The SUBSCRIBER is responsible for keeping the Account access credentials (username and password) secure and confidential, without allowing third parties to use his/her Account; without obtaining economic benefits from the use of his/her Account or its disclosure to third parties. Likewise, the SUBSCRIBER shall notify ONIRIX through the contact email address, any incident related to the security of the Account and/or password. The SUBSCRIBER shall be responsible for any activity that occurs under his/her username and password.

3.4 The SUBSCRIBER shall keep his/her information and contact details up to date. All transactions made prior to the updating of personal data will be based on the information provided up to that time. ONIRIX shall not be liable for any loss, delay, expense or damage due to its lack of authenticity or updating.

4. DURATION 

4.1 This Agreement becomes effective on the date on which the SUBSCRIBER purchases the Services (date of acceptance of this Agreement) and shall remain in force indefinitely until terminated by the SUBSCRIBER or by ONIRIX (see section 13).

5. TERMS OF PAYMENT

5.1 Paid services

5.1.1 The price and type of each available Plan will be indicated at the time of contracting. Generally, the available Plan types are based on a monthly fee (“Fee“), at the applicable rates from time to time, which will be renewed for the same period if the SUBSCRIBER does not cancel the Plan (see Clause 13). The current Fees will be available at the following link: https://www.onirix.com/pricing/.

5.1.2 The SUBSCRIBER may also adapt and customise his Plan by adding functionalities to the Services or extending existing limitations, which will affect the final Fee payable by the SUBSCRIBER. In order to contract this Plan, an ONIRIX person will contact the SUBSCRIBER and inform him/her of the final fee based on the customisation of the Plan. 

5.1.3 The price of the Subscription Fee payable by the SUBSCRIBER shall be indicated at the time of contracting, based on the current rate, applicable taxes and discounts, if any, applicable.

5.1.4 All payments relating to the Services shall be made automatically within the first seven (7) calendar days of each billing period. Therefore, SUBSCRIBER hereby authorizes ONIRIX to charge SUBSCRIBER’s credit card, debit card or bank account for the contracted Plan Fees by automatic debit. 

5.1.5 Payments will always be made prior to the provision of the Service, and ONIRIX reserves the right not to provide the Services requested until payment has been received, as well as the right to temporarily suspend or definitively cancel the Services in the event of any incident in the collection of the same.

5.1.6 In the event of late payment, ONIRIX shall charge interest for late payment from the due date until the date of payment at the statutory rate of interest for late payment.

5.1.7 Any feature, cost or service not specified in the description as included is not included.

5.2 Additional charges

5.2.1 In the event of a special taxable event associated with the Services, expressly ordered by the SUBSCRIBER or resulting from the exceeding of any threshold previously determined in relation to its Plan, the SUBSCRIBER agrees to pay such financial amount, which shall be specified in the next invoice issued by ONIRIX. ONIRIX will progressively  notify the SUBSCRIBER each month when certain thresholds of its consumption are exceeded and the SUBSCRIBER may choose to change its plan according to its needs and at any time. 

5.3 Taxes 

5.3.1 Plans offered on this Website may be subject to taxes, which ARE NOT INCLUDED in the price, unless otherwise indicated.

5.3.2 Prior to confirmation of the contracted Plan and prior to payment of the first Instalment, the final price of the selected Plan, including applicable taxes (if any), and other applicable charges, will appear on the payment screen.

5.4 Methods of payment

5.4.1 ONIRIX may accept different payment methods, which will be indicated on the payment page. The SUBSCRIBER may choose the one that suits him/her best (if there is more than one). The Website will direct the SUBSCRIBER to a secure platform for payment. In any case, the SUBSCRIBER will be informed of the steps to follow to complete any necessary payment.

5.4.2 ONIRIX shall make available to the SUBSCRIBER payment platforms and/or tools provided by third parties.

5.4.3 In any case, ONIRIX has no knowledge of data relating to credit card numbers. All payment systems available to the SUBSCRIBER are totally secure.

5.5 Invoices

5.5.1 Invoices will be issued within the first five (5) calendar days of the following billing month and will be notified by the electronic means previously identified in the SUBSCRIBER’s Account, or other means designated at ONIRIX’s reasonable discretion if the above-described means do not allow effective receipt by the SUBSCRIBER. SUBSCRIBER shall also have invoices available in its Account: https://studio.onirix.com/user/invoices. 

6. LICENSE AND TERMS OF USE OF SERVICES 

6.1 License

Subject to SUBSCRIBER’s compliance with this Agreement (including registration of an Account and compliance with the Fair Use Policy available at https://www.onirix.com/es/politica-de-uso-justo/), ONIRIX grants SUBSCRIBER a non-exclusive, non-sublicensable, non-transferable, revocable, worldwide, limited license to access and use the Services through its Account to generate, store, display (reproduce) AR Content during the term of this Agreement. In the event that other limitations are set forth for any Plan, access to and use of the Services shall be limited to those limitations as well. 

6.2 Updates and Upgrades

The License set forth in this section and its effects shall extend to any upgrades, modifications or replacements of the Services made available to SUBSCRIBER under this Agreement, unless ONIRIX adds an additional or specific license to such circumstances. In such event, SUBSCRIBER shall comply with such additional or specific license.

6.3 Restrictions

SUBSCRIBER shall only use the Services in accordance with this Agreement and any other use is prohibited unless expressly authorized in writing by ONIRIX. With respect to the Services, including Studio, the Account, SDK and Player, their content, the computer code elements that are part of the Services, SUBSCRIBER shall not do (including encouraging, facilitating or causing any other party to do) the following:

• Sublicense, sell, rent, lease, lend, lease or distribute the Services (or any part thereof) or any intellectual property rights therein, or make the Services (or any part thereof) available to any third party;
• Attempt to reverse engineer, decompile or disassemble the software that is part of the Services;
• Circumvent, modify, remove, delete, erase, alter or otherwise tamper with any technical restrictions on access to or availability of the Services any security, encryption or other technology or software that is part of the Services, in particular, those used to enforce Account restrictions where a contracted Payment Plan is not available;
• Display or use the Services to create, collect, transmit, store, use, communicate or process any:

-inappropriate material (e.g. that is abusive, harassing, obscene, vulgar, hateful, depicts potentially criminal conduct, contains explicit language, is nude, invades another person’s privacy, is defamatory or otherwise objectionable or illegal, or relates to racism, misogyny, terrorism, etc.); 

-material that the SUBSCRIBER has no legal right to create, collect, transmit, store, use, communicate or process;

-material which infringes any applicable law, or which infringes, violates or misappropriates the intellectual property rights or other rights of any third party; 

-material that contains computer viruses, worms, malicious code or any software designed to damage or alter a computer system or data 

• Engage in fraudulent, false, misleading or otherwise abusive activities, including unsolicited advertising and spamming;
• Access or use the Services for the purpose of creating a similar or competitive product or service;
• Not to make continuous unfounded, disproportionate or unreasonable queries or requests to the system supporting the Services (including but not limited to: the API, servers, SDK’s, etc.), if such requests cause unnecessary saturation, negligent or intentional misuse with respect to the SUBSCRIBER’s Plan and its usual recorded activity or what is reasonably expected of a normal SUBSCRIBER.
• Perform any vulnerability, penetration or similar testing of the Services;
• Impersonate other subscribers using their registration keys or create fake accounts to access the different Services and/or contents of the Website;
• Use the Services in any manner that could interfere with, hinder, adversely affect, or prevent other subscribers from fully enjoying the Services, or that could damage, disable, overburden, or impair the operation of the Services;

6.4 Non-Compliance

If ONIRIX detects by any means available at law that SUBSCRIBER is not in compliance with the foregoing restrictions, ONIRIX may take all appropriate measures necessary to prevent such violation in connection with the Services as set forth in Section 16, as well as to redirect any conduct of SUBSCRIBER in accordance with applicable law. 

6.5 AR Content 

6.5.1 SUBSCRIBER is solely responsible for all AR Content created, reproduced or shared through the Services, warranting, in this regard, that (i) SUBSCRIBER is the owner of the AR Content or has all authorizations and permissions due from third parties with respect to such AR Content; (ii) the AR Content complies with the restrictions set forth in Section 6.3; and (iii) ONIRIX’s use of the AR Content as provided in this Agreement does not infringe applicable law or the intellectual property or other rights of any third party.

6.5.2 ONIRIX reserves the right to (but is not obligated to) review AR Content at any time to ensure that SUBSCRIBER is in compliance with this Agreement. ONIRIX reserves the right to remove or disable any AR Content for any or no reason that, in ONIRIX’s sole discretion, violates the provisions of this Agreement or compromises the integrity or security of the Services. 

6.5.3 In connection with such AR Content, SUBSCRIBER grants ONIRIX a free, non-exclusive, non-transferable, non-sublicensable, worldwide license to use, reproduce, make available (e.g., display), modify, create derivative works of any of the AR Content, solely to the extent necessary to provide the Services and to perform any necessary operations focused on the implementation of security measures in Studio. SUBSCRIBER shall retain title to all rights, including intellectual property rights in the AR Content, unless SUBSCRIBER fails to comply with ordinary or extraordinary payment obligations in connection with this Agreement.

6.5.4 In addition, if AR Content is stored in “public mode” available on the Services, SUBSCRIBER acknowledges that the AR Content will be publicly accessible by all other ONIRIX users and, in addition, may appear, be linked to, included or embedded in advertising material promoting Studio or the Services, at ONIRIX’s sole discretion, without any rights or compensation to SUBSCRIBER.

6.5.5 If SUBSCRIBER provides comments, ideas or suggestions to ONIRIX regarding the Services (“Feedback“), SUBSCRIBER acknowledges that such Feedback is non-confidential and authorises ONIRIX to use such Feedback without restriction and without compensation.

7. CONTENT REVIEW AND REMOVAL PROCESS 

7.1 If you believe that any content posted on the Website infringes the law or the provisions of Clause 6 of these Terms and Conditions, please contact us at support@onirix.com with the relevant information and details of the material in question.

7.2 ONIRIX may take up to 48 business hours to review AR Content subject to a claim.

7.3 ONIRIX reserves the right to:

• Remove or disable access to the allegedly infringing content;
• Notify the creator of the content accused of infringement that access to the content in question has been removed or disabled; and
• Terminate such Subscriber’s access to the Services if such Subscriber is a repeat offender.

7.4 If the author of the allegedly infringing content believes that he or she has the right to publish and use such content in accordance with the law, he or she may send us a communication with the allegations he or she considers.

8. INTELLECTUAL PROPERTY

8.1 ONIRIX owns all intellectual or industrial property rights, or has sufficient authorization, on the Website, the Services and all its contents, including, but not limited to, Studio, the SDK and Player, all software, content (except AR Content whose regulation is found in Clause 6.5.) and material included as part of the Services, trademarks, source and object code, designs, interfaces, texts, images, videos or any other material, as well as the architecture, presentation, layout and classification of the contents of the Website.

8.2 When the SUBSCRIBER uses the Services, ONIRIX does not grant the SUBSCRIBER any right to exploit all or part of the Services, except for the rights granted in these Terms and Conditions, and ONIRIX reserves all such rights. The SUBSCRIBER may only view and use the Services contracted in accordance with this Agreement and may print, copy and store them on his or her device or any other physical medium provided that this is exclusively for his or her personal use. 

9. TECHNICAL SUPPORT; SERVICE LEVELS 

9.1 Technical Support. ONIRIX will provide SUBSCRIBER with technical support for the Services:

• through email support@onirix.com, or through our Onirix Studio ticketing system, which will be attended from Monday to Friday from 9:00 am to 5:00 pm  (Spanish time); and
• through the ONIRIX knowledge base and documentation available online at https://docs.onirix.com/.

9.2 Service Levels.ONIRIX will apply the Service Levels set out at: https://www.onirix.com/service-level-agreement/.

10. DATA PROTECTION

10.1 Personal data provided by the SUBSCRIBER during the use of the Services will be processed in accordance with the Privacy Policy.

11. REPRESENTATIONS AND WARRANTIES

11.1 Use of the ONIRIX Services is at the sole risk of the SUBSCRIBER. SUBSCRIBER shall be solely responsible for its decisions and use of the information provided as part of the Services. ONIRIX does not guarantee specific results to SUBSCRIBER from the use of the Services.

11.2 ONIRIX does not guarantee that the availability of the Services will be continuous and uninterrupted, as the Services may suffer difficulties due to circumstances caused by problems in the Internet network, breakdowns in computer devices and other unforeseeable circumstances. The SUBSCRIBER agrees to bear within reasonable limits such circumstances, and therefore expressly waives any contractual or extra-contractual liability to ONIRIX for possible failures, errors and use of the contracted Service. 

11.3 The Services and their content are provided on an “as is” and “as available” basis without express or implied warranty or condition of any kind. ONIRIX makes no representations or warranties about the suitability, reliability, availability, timeliness, security, freedom from error or accuracy of the Services or their content. In addition, to the fullest extent permitted by law, no warranties (express or implied), including warranties of merchantability, fitness for a particular purpose, title or non-infringement, are made. 

12. LIMITATION OF LIABILITY

12.1 SUBSCRIBER acknowledges and agrees that ONIRIX is not responsible for AR Content that SUBSCRIBER and other subscribers may upload, post, exchange or otherwise make available through the Services.

12.2 The SUBSCRIBER undertakes to exclude ONIRIX from any liability arising out of or as a consequence of: 

• your use of the contracted Service, and/or 
• any breach or violation of the Terms and Conditions of this Agreement by SUBSCRIBER, even after termination of this Agreement.

12.3 Maximum Liability. To the extent permitted by law, the aggregate liability of ONIRIX, its partners and its personnel for any damage, injury or claim arising out of the Services does not exceed the total amount of payments made by SUBSCRIBER to ONIRIX under this Agreement during the twelve (12) month period immediately preceding the event giving rise to such liability.

12.4 Indirect Damages. ONIRIX shall not be liable (except as otherwise provided by law) to SUBSCRIBER for any damages, compensation or indemnification based on consequential damages (including, without limitation, loss of use, loss or inaccuracy of data, loss of profits, failure of security mechanisms, business interruption, costs of delay) or any special indirect, incidental or consequential damages of any kind, even if advised in advance of the possibility of such damages.

12.5 Force Majeure. Neither party shall be liable to the other for any failure to perform its obligations under the Agreement to the extent that such failure or delay is the result of a cause or circumstance beyond the reasonable control of the affected party which could not have been avoided or overcome by acting reasonably and prudently (such as, but not limited to, fires, floods, strikes, labor disputes or other industrial unrest, war – declared or otherwise, blockades, legal restrictions, riots, insurrections, government regulations and the unavailability of transportation facilities). The affected party shall: a) immediately notify the other Party and provide it with full information about the Force Majeure; b) use its best efforts to overcome the Force Majeure; and c) continue to perform its obligations to the extent possible.

13 CANCELLATION AND TERMINATION OF SERVICES.

13.1 Cancellation by the SUBSCRIBER

13.1.1 The SUBSCRIBER may cancel his or her Plan until 10 days before the end of the subscription.  

13.1.2 If the cancellation is made after the indicated deadline, the cancellation will still be effective, but for the next period. This means that it will only be renewed once more, so for the next period the Plan will be active, but will not be renewed again.

For example, if a Monthly Plan renews on 1 January at 13:00 and is cancelled by the SUBSCRIBER on December 25th , the cancellation will be effective in February, i.e. the January fee will be charged, but not the February fee, and the SUBSCRIBER will be able to use the paid Subscription Services until 1 February  at 12:59. 

13.1.3 In the event of cancellation of the Plan, the SUBSCRIBER will continue to have access to the Services until the end of the current billing period. Once this period has ended, the Account will be permanently deactivated and all data (including the AR Content generated) will be deleted after the end of the applicable legal retention periods.  In no event will the unused portion of the current billing period be refunded.

13.2 Account Recovery

13.2.1 SUBSCRIBER may recover the cancelled Account during thirty (30) calendar days from the day following the day on which the cancellation became effective. To do so, the SUBSCRIBER must send an email to the following address: support@onirix.com and include in the subject field of the email identifying such request: “Effective recovery of the study account”.

 13.2.2 In order to complete the reactivation process, the SUBSCRIBER must have fulfilled each and every one of the obligations arising from the subscription to the Services and, therefore, also from this Agreement.

13.2.3 If the term is exceeded without the SUBSCRIBER having requested reactivation of the Account, the Account will be deleted.

14. RIGHT OF WITHDRAWAL AND REFUND POLICY 

14.1 The right of withdrawal is the right of any consumer to withdraw from a contract within 14 calendar days from receipt of the purchased products or, in the case of services, from the contracting, without having to justify their decision or bear any penalty for doing so.

14.2 The SUBSCRIBER shall have the right to withdraw from this Agreement within 14 calendar days of the conclusion of this Agreement. However, such withdrawal shall not apply in the event that the Service has been fully executed, where execution has commenced, with the prior express consent of the SUBSCRIBER and with the acknowledgement that, once the Agreement has been fully executed, the SUBSCRIBER will have lost his right of withdrawal.

14.3 In the case of the Services, the SUBSCRIBER expressly accepts that this Agreement will begin to be executed as soon as it is concluded (creation of an Account and/or contracting of a Plan), i.e. during the withdrawal period, and therefore acknowledges that, once the Agreement has been fully executed, the SUBSCRIBER will have lost his/her right of withdrawal.

14.4 Notwithstanding the foregoing, the SUBSCRIBER may not withdraw from the contracting of the Services when he/she does not have the status of consumer in accordance with the provisions of the applicable regulations.

14.5 The exercise of the right of withdrawal is not subject to any formality, so it is sufficient for the Subscriber to inform ONIRIX of his/her wishes within the period indicated above to our postal address (Edificio CEEI, Parque Tecnológico de Asturias, 33248 Llanera, Asturias) or e-mail address (support@onirix.com) using the withdrawal form below:

Cancellation form:

To the attention of ONIRIX, 

I hereby give notice that I renounce the Agreement in relation to the following Services:

Contracted in / reference:

Consumer data:

Consumer’s signature:

Date:

14.6 Consequences of withdrawal

14.6.1 If the SUBSCRIBER exercises its right of withdrawal from this Agreement, ONIRIX shall refund, if applicable, all payments received from the SUBSCRIBER, without undue delay and, in any event, no later than 14 calendar days from the time of receipt of the effective communication of the withdrawal. Notwithstanding the foregoing, in the event that the provision of the Services has begun during the withdrawal period, ONIRIX shall subtract from the reimbursement an amount proportional to the part of the Services already provided by ONIRIX up to the notice of withdrawal in relation to the total object of the Agreement.

14.6.2 Such refund shall be made using the same means of payment that the SUBSCRIBER used for the initial transaction, unless otherwise expressly agreed; in any event, the SUBSCRIBER shall not incur any cost as a result of such refund.

15. MODIFICATIONS TO THIS AGREEMENT

15.1 ONIRIX reserves the right to modify, at any time and without prior notice, these Terms and Conditions.

15.2 ONIRIX shall always offer the SUBSCRIBER the possibility of withdrawing from the Services thirty (30) calendar days prior to the date of entry into force of the modifications to these Terms and Conditions.

15.3 In any event, continued use of the ONIRIX Services shall constitute acceptance of the modifications to the Agreement. If SUBSCRIBER chooses not to accept the modification, SUBSCRIBER shall terminate its subscription in accordance with Section 13.

16. BREACH OF THESE TERMS AND CONDITIONS

16.1 ONIRIX reserves the right to deny, withdraw/block access to the Services without prior notice, at its own request or at the request of a third party, to those SUBSCRIBERS who do not comply with this Agreement. ONIRIX will pursue the breach of the Agreement, as well as any misuse of the Services, reserving the right to use, but not limited to, the following ways, without prejudice to exercise all civil and criminal actions that apply:

• Immediate interruption of the provision of the Services.
• Automatic locking/unlocking of the SUBSCRIBER’S Account.
• Systematic blocking of any data transfer between active projects in Studio.
• Denial of access to SUBSCRIBER’s AR Content. 
• Additional measures that may be appropriate to avoid repeated non-compliance with these General Conditions.

16.2 If ONIRIX becomes aware of any breach of this Agreement, ONIRIX will conduct a case-by-case investigation process to clarify any issues raised. SUBSCRIBER agrees to hold ONIRIX harmless from any claim, fine, penalty or sanction that ONIRIX may be required to bear as a result of SUBSCRIBER’s failure to comply with any of the rules or restrictions set forth in the Agreement, and ONIRIX reserves the right to seek damages.

16.3 In the event that the SUBSCRIBER’s Account is blocked or suspended in any way, the SUBSCRIBER shall not be able to access the AR Content generated, or any other elements, and no third party shall be entitled to access the information stored in and linked to the SUBSCRIBER’s Account until (or if) such incident is resolved, subject to prior written confirmation from ONIRIX.

17. MISCELLANEOUS 

17.1 If any clause of these Terms and Conditions is declared, in whole or in part, null and void or ineffective, such nullity or ineffectiveness shall affect only that provision or part thereof which is null and void or ineffective, and the Agreement shall survive in all other respects, and such provision or part thereof which is affected shall be deemed not to have been made. 

17.2 All communications between the Parties shall be made through the Account forming part of the Services or, where applicable, by e-mail to the contact addresses indicated by the Parties or by any means of which there is evidence of receipt to the persons and addresses indicated.

17.3 The headings of the individual clauses are for information purposes only and shall not affect, qualify or extend the interpretation of this Agreement.

17.4 ONIRIX’s failure to require SUBSCRIBER to comply with a term of this Agreement that it has contravened shall not constitute a waiver in the future of the application of such term, which may be enforced at any time.

17.5 These Terms and Conditions contain the complete, full and exclusive binding relationship between SUBSCRIBER and ONIRIX (without regard to the specific content of the other terms applicable to this Agreement set forth in these Terms and Conditions). These Terms and Conditions supersede all prior agreements between SUBSCRIBER and ONIRIX, if any, relating to the Services.

17.6 The SUBSCRIBER acknowledges that he/she has read, understood and accepted these Terms and Conditions and therefore affirms that they are sufficient to exclude error in the consent to this Agreement and therefore fully and expressly accepts them.

17.7 Each and every provision of this Agreement which by its nature is intended to survive the termination of the contractual relationship between the SUBSCRIBER and ONIRIX shall survive the termination of such relationship for any purpose whatsoever, unless it would disproportionately prejudice the interests of ONIRIX.

18. ALLOCATION

18.1 ONIRIX may assign, transfer or dispose of, in its sole discretion, any right or obligation under this Agreement, in whole or in part, to the extent that the foregoing is not prejudicial to its prior commitments to SUBSCRIBER, at any time without the prior written consent of SUBSCRIBER.  

18.2 SUBSCRIBER may not assign or transfer its subscription to any other person or entity without the prior written consent of ONIRIX.

19. LANGUAGE VERSION; APPLICABLE LAW AND JURISDICTION

19.1 This Agreement may be made available to the SUBSCRIBER in several languages. However, in case of doubt or contradiction between the different versions, the English version published on the Website shall always prevail

19.2 These Terms and Conditions and their execution are subject to Spanish law, unless otherwise provided by law.

19.3 In the event of any dispute arising as to the interpretation or application of these contractual terms and conditions, the parties shall negotiate in good faith in an attempt to resolve such dispute or claim. However, in the event that the dispute or claim is not resolved, the Parties shall submit to the courts or tribunals of the Subscriber’s domicile, if the Subscriber is acting as a consumer. However, only in cases where the regulations do not provide for a mandatory jurisdiction (i.e. in the event that the Subscriber is not considered a consumer), ONIRIX and the Subscriber submit the decision of the matter to the Courts and Tribunals of the city of Oviedo (Asturias). 

19.4 The European Commission also offers a platform for alternative dispute resolution, which can be accessed by any consumer at the following link:

https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=ES

20. CONTACT

20.1 In case of doubts, queries or to make any claim, the SUBSCRIBER may contact ONIRIX at any time through the following channels:

• CEEI Building, Parque Tecnológico de Asturias, 33248 Llanera, Asturias (Spain)
• support@onirix.com