GENERAL CONDITIONS OF USE OF THE SUPPLIER PORTAL

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Amanda Goodwin
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1 GENERAL CONDITIONS OF USE OF THE SUPPLIER PORTAL 1. Legal warning and information and its acceptance This legal warning and information (hereinafter the "Legal Warning ") regulates the use of the internet portal service (hereinafter the "Portal") which TELEFÓNICA COMPRAS ELECTRÓNICAS, S.L., (hereinafter "TCE"), with registered address at Gran Vía, 28, 28013, Madrid, Spain, and with Fiscal Identification Code number B , places at the disposal of Suppliers. Access to this Portal implies full, unreserved acceptance of each one of the provisions included in this Legal Warning in the version published by TCE at the time the Supplier accesses the Portal. Consequently, the Supplier must carefully read the Legal Warning each time it intends to use the Portal, as changes may be made to it. Likewise, the use of the Portal is subject to all notifications, regulations and instructions made known to the Supplier by TCE and which replace, complete and/or modify the present Legal Warning. 2. Purpose Through the Supplier Portal, TCE enables Suppliers to register as Suppliers to the Telefónica Group and thus access different contents (hereinafter the "Contents") made available by TCE or by third parties. 3. Conditions of access and use of the portal 3.1. Free nature of access and use of the Portal Registration on and access to the Portal by the Provider is free of charge. The free use of this website applies exclusively as a mean to allow suppliers to register in the Supplier Portal of the Telefonica Group. Access to any other Platform or Tool provided by the Telefonica Group for its relationship with suppliers other than that of registration of suppliers is not regulated by the current legal notice, and is subject to the conditions of use in each specific case User Registration In general terms, in order to become a Telefónica Group supplier, the supplier is first required to register by filling in the corresponding Supplier Registration on the Portal. This registration will be effected in the manner expressly indicated on the website Truthfulness of information All the information provided by the Supplier when registering on the Portal must be true. For these purposes, the Supplier guarantees the authenticity of all data communicated as a result of the filling in of the forms necessary for registration. Likewise, it will be the Supplier s responsibility to ensure that all information provided to TCE remains permanently updated so that at all times it corresponds to the Supplier s real situation. In all cases, the Supplier shall bear sole responsibility for any false or inaccurate declarations made by it and for any prejudicial consequences that may be caused to TCE or to third parties as a result of the information it facilitates.

2 3.4. Obligation to make correct use of the Portal The Supplier undertakes to use the Portal and the Services in accordance with the law, the present Legal Warning and any other notifications, regulations and instructions communicated to it, as well as public policy and generally accepted principles of morality. In this regard, the Supplier shall abstain from using the portal for illicit purposes or effects, prohibited in the present Legal Warning, which may harm the rights and interests of third parties or which in any way could damage, render inoperative, overload, deteriorate or prevent the normal use of the Portal, the computer equipment or the documents, files and contents of all kinds stored on any computer equipment (hacking) of TCE, of other Suppliers or of any other Internet user (hardware and software). In particular, and by way of illustration and not limitation, the Supplier undertakes to refrain from transmitting, disseminating or placing at the disposal of third parties, data, contents, messages, graphics, drawings, sound and/or image files, photographs, software and, in general, any kind of material which: (a) in any way is contrary to, undermines or attacks fundamental rights and public freedoms recognised in the Constitution, International Treaties or other legislation; (b) induces, incites or promotes criminal, degrading, defamatory, slanderous or violent acts or, in general, any acts which are contrary to law, public policy or generally accepted principles of morality; (c) induces, incites or promotes acts, attitudes or thoughts which are discriminatory on the grounds of sex, race, religion, beliefs, age or condition; (d) incorporates, makes available or permits access to products, elements, messages and/or services which are criminal, violent, offensive, harmful, degrading or, in general, contrary to law, public policy or generally accepted principles of morality; (e) induces or may induce an unacceptable state of anxiety or fear; (f) induces or incites to engagement in dangerous or risky practices or ones which are harmful to physical or mental health; (g) is false, ambiguous, inaccurate, exaggerated or untimely, and which may therefore lead to error regarding its purpose or the intentions of the communicator; (h) is protected by any intellectual or industrial property rights belonging to TCE or to third parties, without the user having previously obtained the necessary authorisation from their owners for the use it makes or intends to make; (i) violates the business secrets of third parties; (j) is contrary to the right to honour, the protection of private and family life or one s personal image; (k) in any way undermines the credit of TCE or of third parties; (l) infringes regulations on the secrecy of communications; (m) constitutes illicit, deceitful or unfair advertising or which, in general, constitutes unfair competition; (n) incorporates viruses or other physical or electronic elements that could damage or prevent the normal functioning of the network, the system or computer equipment (hardware and software) of TCE or of third parties or which could damage the electronic documents and files stored on that computer equipment; (o) due to its characteristics (such as format, extension, etc.) causes difficulties in the normal functioning of the Service; (p) contains HTML labels different from those expressly authorised by TCE.

3 3.5. Statement of compliance In accordance with our Principles of Action, we require our suppliers to carry out their activities applying similar ethical standards which ensure compliance with fundamental human and labour rights, as well as respect for the environment. The supplier declares and guarantees, under its responsibility, and as a sine qua non condition to qualify for the status of supplier to the Telefónica Group and to access registration on the Supplier Portal, that: -There is no child labour in its company -There are no situations of forced labour in its company -There are no conditions in its company which represent a risk to workers lives or inhuman treatment at work -There is no non-compliance with the environmental legislation applicable to its activity. 4. No licence All the brands, trademarks or distinctive signs of whatever kind which appear on the Portal are the property of TCE or of third parties from which TCE has obtained authorisation for use, and the use of or access to the Portal does not grant the user any right whatsoever over the aforementioned brands, trademarks or distinctive signs. Likewise, the Contents are the intellectual property of TCE or of third parties and, by virtue of that set forth in this Legal Warning, none of the exploitation rights which exist or may exist over those Contents are granted to the User, beyond that which is strictly necessary for the correct use of the Portal and the Services. 5. Exclusion of guarantees and responsibility 5.1. Exclusion of guarantees and responsibility for the functioning of the Portal Availability and continuity, utility and fallibility TCE does not guarantee the availability and continuity of the functioning of the Portal. When this is reasonably possible, TCE will give advance notice of any interruptions in the functioning of the Portal. Nor does TCE guarantee the utility of the Portal for the carrying out of any specific activity, nor its infallibility and, in particular, though not exclusively, that the Suppliers may effectively use the Portal and access the different web pages that make up the Portal. PREJUDICIAL CONSEQUENCES OF WHATEVER NATURE WHICH MAY BE DUE TO THE LACK OF AVAILABILITY OR CONTINUITY OF THE FUNCTIONING OF THE PORTAL AND THE SERVICES, THE NON- FULFILMENT OF THE UTILITY WHICH THE SUPPLIERS MAY HAVE ATTRIBUTED TO THE PORTAL, THE FALLIBILITY OF THE PORTAL AND, IN PARTICULAR, THOUGH NOT EXCLUSIVELY, FAILURE TO ACCESS THE DIFFERENT WEB PAGES OF THE PORTAL Privacy and security in the use of the Portal. TCE does not guarantee the privacy and security of the use of the Portal and, in particular, does not guarantee that unauthorised third parties may not gain knowledge of the nature, conditions, characteristics and circumstances of the use the Suppliers make of the Portal. PREJUDICIAL CONSEQUENCES OF WHATEVER NATURE WHICH MAY BE DUE TO THE KNOWLEDGE WHICH UNAUTHORISED THIRD PARTIES MAY GAIN OF THE NATURE, CONDITIONS, CHARACTERISTICS AND CIRCUMSTANCES OF THE USE THE SUPPLIERS MAKE OF THE PORTAL.

4 5.2. Exclusion of guarantees and responsibility Quality TCE does not control or guarantee the absence of viruses or of other elements on the Portal that could cause damage to its computer system (software and hardware) or to the documents and files stored on its computer system. PREJUDICIAL CONSEQUENCES OF WHATEVER NATURE WHICH MAY BE DUE TO THE PRESENCE OF VIRUSES OR OTHER ELEMENTS ON THE PORTAL THAT COULD CAUSE DAMAGE TO SUPPLIERS COMPUTER SYSTEMS, ELECTRONIC DOCUMENTS OR FILES Legality, reliability and utility TCE does not guarantee the legality, reliability and utility of the Contents of the Portal. PREJUDICIAL CONSEQUENCES OF WHATEVER NATURE WHICH MAY BE DUE TO THE TRANSMISSION, DISSEMINATION, STORAGE, PROVISION, RECEIPT OR OBTAINMENT OF OR ACCESS TO THE CONTENTS, AND IN PARTICULAR, THOUGH NOT EXCLUSIVELY, ANY DAMAGE AND PREJUDICIAL CONSEQUENCES WHICH MAY BE DUE TO: (A) NON-FULFILMENT OF THE LAW, PUBLIC POLICY OR GENERALLY ACCEPTED MORALITY AS A CONSEQUENCE OF THE TRANSMISSION, DISSEMINATION, STORAGE, PROVISION, RECEIPT OR OBTAINMENT OF OR ACCESS TO THE CONTENTS; (B) THE INFRINGEMENT OF THE INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS, THE BUSINESS SECRETS, CONTRACTUAL COMMITMENTS OF WHATEVER NATURE, RIGHTS TO HONOUR, THE PROTECTION OF PRIVATE AND FAMILY LIFE AND ONE S PERSONAL IMAGE, PROPERTY RIGHTS AND RIGHTS OF ANY OTHER NATURE BELONGING TO A THIRD PARTY AS A CONSEQUENCE OF THE TRANSMISSION, DISSEMINATION, STORAGE, PROVISION, RECEIPT OR OBTAINMENT OF OR ACCESS TO THE CONTENTS; (C) THE CARRYING OUT OF ACTS OF UNFAIR COMPETITION AND ILLICIT ADVERTISING AS A CONSEQUENCE OF THE TRANSMISSION, DISSEMINATION, STORAGE, PROVISION, RECEIPT OR OBTAINMENT OF OR ACCESS TO THE CONTENTS; (D) THE LACK OF TRUTHFULNESS, ACCURACY, EXHAUSTIVENESS, RELEVANCE AND/OR CURRENCY OF THE CONTENTS; (E) INADEQUACY FOR ANY KIND OF PURPOSE AND FAILURE TO MEET THE EXPECTATIONS GENERATED BY THE CONTENTS; (F) THE NON-FULFILMENT, DELAY IN THE FULFILMENT, DEFECTIVE FULFILMENT OR TERMINATION FOR WHATEVER REASON OF THE OBLIGATIONS UNDERTAKEN BY THIRD PARTIES AND CONTRACTS ENTERED INTO WITH TCE OR WITH THIRD PARTIES THROUGH OR BY REASON OF ACCESS TO THE CONTENTS; (G) ANY FAULTS AND DEFECTS OF ANY KIND IN THE CONTENTS TRANSMITTED, DISSEMINATED, STORED, PROVIDED, MADE AVAILABLE, RECEIVED OR OBTAINED OR WHICH ARE ACCESSED THROUGH THE PORTAL OR THE SERVICES Truthfulness, accuracy, exhaustiveness and currency TCE does not guarantee the truthfulness, accuracy, exhaustiveness and currency of the Contents of the portal.

5 PREJUDICIAL CONSEQUENCES OF WHATEVER NATURE WHICH MAY BE DUE TO THE LACK OF TRUTHFULNESS, ACCURACY, EXHAUSTIVENESS AND/OR CURRENCY OF THE CONTENTS Exclusion of guarantees and responsibility for the use of the Portal and the Contents by the Suppliers TCE has no obligation to control and does not control the use which the Suppliers make of the Portal and of the Contents. In particular, TCE does not guarantee that the Suppliers use the Portal, the Services and the Contents in conformity with the present Legal Warning or, where applicable, with any Specific Conditions which may be applicable, nor that they do so diligently and prudently. Nor does TCE have the obligation to verify and does not verify the identity of Suppliers, nor the truthfulness, currency, exhaustiveness and/or authenticity of the data they provide about themselves. TCE EXCLUDES ANY LIABILITY FOR DAMAGE AND PREJUDICIAL CONSEQUENCES OF WHATEVER NATURE WHICH MAY BE DUE TO THE USE OF THE SERVICES AND OF THE CONTENTS BY THE SUPPLIERS OR WHICH MAY BE DUE TO THE LACK OF TRUTHFULNESS, CURRENCY, EXHAUSTIVENESS AND/OR AUTHENTICITY OF THE DATA THEY PROVIDE ABOUT THEMSELVES AND, IN PARTICULAR, FOR ANY DAMAGE AND PREJUDICIAL CONSEQUENCES OF WHATEVER NATURE WHICH MAY BE DUE TO THE THEFT OF THE IDENTITY OF A THIRD PARTY BY A USER THROUGH THE PORTAL. 6. Intellectual Property The contents of the TCE portal are works composed of different, integrated and inseparable components (text, illustrations, sounds, music, animated images, videos, computer programs, including html codes, etc.) whose Intellectual Property corresponds to TCE, with the exception of those materials obtained under licence from third parties. TCE and its licensors retain at all times the Intellectual Property over the virtual contents and services and over the different components which comprise them, considered individually, in all copies which are made (whatever the medium into which they are incorporated), exclusively granting the rights of use over them described in these General Conditions. Any right which is not expressly granted is understood to be reserved. In addition to the above, TCE is responsible for the selection, design of the structure and layout of the contents of the portal, and has taken the initiative and assumed the risk of making the substantial investments necessary aimed at the obtainment, digitalisation and presentation of the contents, and is therefore, covered by the protection which article 12 and Section VIII of Book II of the Intellectual Property Law grants over them, considered as databases. TCE is likewise the sole owner of the design and graphic image of the contents of the portal, and reserves the right to take any actions which legally correspond to it against any person who makes imitations or illicit uses of them. The brands of TCE or of third parties which appear in the contents of the Portal may not be reproduced or used separately outside the places where they appear. 7. Protection of personal data For the purposes of that set forth in current data protection regulations, TCE informs the user of the incorporation of its data into an automated file of a personal data created by it and under its control, duly registered at the Spanish Data Protection Agency and whose purpose is the management of hiring process, including the assessment of financial rating and credit standing as well as the subsequent development and management of the contractual relationship with it. The User has the possibility of exercising, in accordance with that set forth in the aforementioned regulations, the rights of access, rectification, cancellation and opposition, by sending written notification to Telefónica Compras Electrónicas, S.L.U., Ronda de la Comunicación, S/N, Edificio Norte 2 Planta 4ª Madrid, providing a photocopy of the National Identity Document or alternative document accrediting its identity. The ownership of the automated file which contains the data of a personal nature of Suppliers is the property of TCE.

6 TCE undertakes to ensure that the data provided to it as a result of the Registration of the supplier as a Supplier to the Telefónica Group shall not be used for any other purpose than that indicated above, as well as for communications and commercial offers of its products to TCE. TCE undertakes to maintain the user s personal data in the strictest confidentiality and not to divulge them to any third party, with the exception of the Companies of the Telefónica Group, which will use them exclusively for the purpose specified above. TCE undertakes to fulfil its obligation of secrecy with respect to data of a personal nature and its duty to safeguard them, even after the contractual relationship has ended, adopting the security measures imposed by current legislation in order to avoid unauthorised alteration, loss, processing or access. 8. Procedure in the case of activities of an illicit nature If any Supplier or a third party considers that there are facts or circumstances which reveal the illicit nature of the use of any Content and/or the carrying out of any activity on the web pages included on or accessible through the Portal, and, in particular, the infringement of intellectual or industrial property rights (industrial drawings, patents and models, brands and trademarks, etc.) or other rights, they must send a notification to TCE giving the following details: (a) personal details of the complainant: name, address, telephone number and address; (b) specification of the supposed illicit activity carried out on the Portal and, in particular, if it is a case of supposed violation of rights, precise, specific indication of the protected contents, as well as their location on the web pages; (c) facts or circumstances that reveal the illicit nature of the activity; (d) in the case of infringement of rights, handwritten signature or equivalent, with the personal data of the owner of the supposedly infringed rights or of the person authorised to act in the name and on behalf of the owner; (e) clear, express declaration, under the responsibility of the complainant, that the information provided in the notification is accurate and of the illicit nature of the use of the content or the carrying out of the activities described. 9. Notifications All notifications and communications (hereinafter "Notifications") from the Supplier to TCE will be considered effective, for all purposes, if they are made in one of the following manners: (a) Sent by post to the following address: Distrito C, Ronda de la Comunicación, S/N, Edificio Norte 2, Planta 4ª, Madrid. (b) Sent by to the following address: cau-tce@telefonica.com. All notifications from TCE to the Supplier shall be considered effective, for all purposes, if they are made in one of the following manners: (a) Sent by post to the Supplier s address as previously furnished to TCE by means of the registration of its data; (b) Sent by to any of the inboxes the Supplier has or may have as part of any other service which TCE provides to the Supplier; (c) Communication by means of a call from TCE to the Supplier s phone number, when this has previously been made known to TCE; In this regard, all notifications from TCE to the Supplier shall be considered valid if they were made using the data and through the means indicated above. For these purposes, the Supplier declares that all the data provided by it are true and correct and undertakes to inform TCE of any changes in relation to the notification details. 10. Withdrawal and suspension of access to the Portal TCE may, at any time and without the need for prior notice, withdraw or suspend access to the Portal to those Suppliers which fail to comply with that established in the present Legal Warning. 11. Duration and termination The provision of the Portal service is, in principle, of indefinite duration. Nonetheless, TCE is authorised to end or suspend access to the Portal at any time, without prejudice to anything set forth in this regard in the present Conditions. If it is reasonably possible, TCE will notify in advance of the termination or suspension of the provision of the Portal service.

7 12. Applicable legislation The present Legal Warning is governed in every respect by Spanish law. For any suggestion or collaboration proposal, write to us by at

4. PURPOSE OF THE COMPETITION

4. PURPOSE OF THE COMPETITION 1. DEFINITIONS 1. Competition: The purpose of the #RiverContest competition organised by FUNDACIÓN TELEFÓNICA (details of which are included in section 2 of this document) under the Terms and Conditions