Terms of Service

1. Purpose

Banco Santander, S.A., with registered office at Paseo de Pereda, 9-12, 39004 Santander, Spain (“Banco Santander”, or “us”) offers a free Service through the platform currently available at https://www.santanderx.com/ (“the Platform”) which consists of providing a space aimed at promoting entrepreneurship and bringing together different actors of the entrepreneurial community (the “Service”).

The Platform brings together universities and/or affiliated entities (“the Institution(s)“), which publish on the Platform, individually or jointly with other Institutions, the calls for entrepreneurship programmes and awards that they organise and/or sponsor (the “Calls“) and content related to the Institution itself or its Calls (the “Institutions' Content“ or “Institution Content“), and end users: entrepreneurs who may register for the Institutions' Calls in order to train or promote their Projects (the “End User(s)“). These Calls may come from a single entity or from multiple entities simultaneously.

In order to participate in the Calls, End Users must register the entrepreneurial projects they own (“Entrepreneurial Projects”) or the companies they represent (“Companies”) on the Platform. Institutions will interact with the Platform through registered users representing them (the “Institution Users”), including Administrators, Collaborators, Assessors and Mentors (as defined below).

Banco Santander will also post some of our own Calls for programmes, events and awards on the Platform.

Under certain conditions, certain users associated with the Institution may have access to additional digital communities offered by Banco Santander (“Santander Communities”). These are digital communities in the form of a social network aimed at connecting highly skilled entrepreneurs and facilitating their relationships with other members of the entrepreneurial ecosystem. Santander Communities are accessible through a specific section of the Platform, which is only available to certain users. Within the Santander Communities section, there may be different communities (“Communities”), each with a specific audience and specific terms and conditions. Access to individual communities within the Santander Communities section is subject to specific Calls convened by the Institutions and requires an invitation from Banco Santander or the participating Institutions.

Banco Santander's activity is limited to providing a platform whose objective is to create an entrepreneurship ecosystem and enable the development of entrepreneurship projects by bringing together End Users, Institutions and other players in the field of entrepreneurship.

The Service is intended only for users acting in the course of their business, trade or profession. Any use of the Service or the Platform for purposes other than those purposes is prohibited. Therefore, neither the Institutions or the Institution Users are considered consumers for the purposes of their interaction with the Platform.

2. Terms and conditions applicable to the Service

These Terms and Conditions of the Service for Institutions (the “Terms and Conditions of the Service for Institutions” or “Terms and Conditions of the Service”) govern the relationship between Banco Santander and the Institutions, as well as the relationship between Banco Santander and the Administrators, Collaborators, Assessors and Mentors invited by the Institutions that participate in our Service on the Platform on behalf of the corresponding Institution or for their own account.

The Terms and Conditions of the Service for Institutions shall be deemed accepted by the Institution and shall become applicable when a person representing the Institution with sufficient powers or mandate to represent it (the “Administrator(s)”) expressly accepts the Terms and Conditions of the Service for Institutions. Any Administrator accepting the Terms and Conditions of the Service on behalf of an Institution expressly represents and warrants that they have the capacity to bind the relevant Institution and to accept the Terms and Conditions of the Service for Institutions on its behalf.

Institution Users must accept the Terms and Conditions of the Service for Institutions in accordance with their obligations. They have the responsibility to ensure that their usage of the Service abides by their duties established in these Terms and Conditions of the Service, and shall be held liable for any damages incurred. Upon registration, Administrators, Collaborators, Assessors and Mentors must accept the Terms and Conditions of the Service for Institutions in order to proceed. By clicking the relevant button, they are explicitly consenting to these terms.

In addition, use of the Santander Communities section and participation in any Community is subject to the specific section contained in these Terms and Conditions of the Service, and the various specifics set forth in the specific terms of use of the relevant Community.

The Terms and Conditions of the Service for Institutions remain accessible at any time via the link provided at the bottom of the Platform.

Administrators, Collaborators, Assessors and Mentors are invited to review our Institution Users' Privacy Policy for information about how we handle their personal data in relation to the Service. This policy is available through a link located at the bottom of the Platform.

3. Institution User Profiles

Institutions may have differing user profiles depending on their role within the Platform when representing the Institution. Specifically, the following:

‒ Administrator. The Administrator is responsible for registering the Institution on the Platform and managing it so that the Institution can benefit from this Service. The Administrator has the authority to create and publish new Calls and Institution Content, administrate the Institution's control panel, as well as invite Collaborators and Assessors to undertake any involvement in such endeavours. After the Institution has been successfully registered, the Administrator role can be assigned to another user, even if they were not responsible for registering the Institution originally.

‒ Collaborator. Collaborators can post and manage Calls and Institution Content in the Institution's name and solicit Assessors to collaborate in carrying them out.

‒ Assessor. They assess the participation of End Users in the Calls for programmes, events and entrepreneurship awards organised by the Institution.

‒ Mentor. Mentors work in tandem with End Users in Calls, providing guidance and support in their Entrepreneurial Projects and their Companies, ensuring success in entrepreneurship and professional development.

(they are all referred to as the “Institution Users”).

Additionally, managers of Banco Santander will be present on the Platform to ensure its effective operation and respond to requests by Institutions to invite their users.

The Institution is responsible for fulfilling the requirements stated in the Terms and Conditions of the Service for Institutions, and this applies to Institution Users as well. It is important for Institution Users to be familiar with the Institution's Privacy Policy.

The Institution certifies that all Institution Users invited to the Platform have been made aware of and agreed to the Institution Users' Privacy Policy.

4. Registration of Institutions

The Institutions guarantee that they will only allow access to the platform and use of the Service for their own account to those Institution Users with whom they have entered into an agreement to this effect and who are sufficiently authorised or who have been duly granted a mandate of sufficient scope to act as an Institution User and to perform on the Platform the actions corresponding to the profile conferred on them by the Institution. To ensure the validity of powers of attorney, proof may be requested at any point from Institution Users during registration, posting, editing or interaction with Calls on behalf of the Institution. Furthermore, a request for information can be made in a timely manner while engaging with the Platform. The provision of the required information is a prerequisite for the use of the Platform.

In order to use the Service, an Administrator must register the Institution on whose behalf they are acting on the Platform and provide us with some identification and contact details such as their first and last name and email address. Finally, they must choose a password and verify it. Collaborators, Assessors and Mentors (the other Institution Users) must also register on the Platform using the same process. There is no need to register the Institution.

5. Registration of Institution Users

The Administrator is able to access their private area to send invitations to the Institution Users, who must register in order to fulfil their duties for the Institution.

 Institution Users undertake to provide truthful and accurate information and to keep it up to date at all times. The Administrator will be responsible for updating the permissions of all Institution Users or for deactivating their accounts if they are no longer able to lawfully represent the Institution or commit the Institution in any way.

Passwords are personal and non-transferable, so it is forbidden to disclose this confidential information to any third party.

Conditions applicable to the Institution User invitation

The Institution shall be accountable for issuing invitations to engage in the Platform of Collaborators, Assessors and Mentors, as well as for any consequences arising from the invitation and their contribution towards the Platform. By inviting Collaborator Users, the Administrator User confirms and warrants that it has their consent or authorisation necessary for the processing of their personal data.

Institution Users other than the Administrator have limited rights with regards to the Institution's information and their capabilities within the Platform, due to operational stipulations as well as specific profile configurations (Collaborator, Assessor or Mentor) or preferences set by the Administrator. The Administrator may assign the responsibility of administering the Institution's profile to another Collaborator if needed, in which case that individual will become the new Administrator.

Conditions applicable to Assessors and Mentors

An Administrator may invite an Assessor to participate in the assessment of Entrepreneurial Projects and Companies submitted by End Users for a given Call. In such a case, the Assessor shall act as an assessor or juror for that Call in accordance with the applicable Legal Terms and Conditions of the Call and the instructions and notices of the Institution concerned.

An Administrator may also invite a Mentor to participate in the business and technical mentoring of a Project or Company submitted by another End User for a Call. In this case, they act as a mentor for the said Project or Company, in accordance with the applicable Legal Terms and Conditions of the Call and the instructions of the relevant Institution.

Institution Users who may have a direct or indirect conflict of interest that could compromise the independence of their decisions in relation to the participating Entrepreneurial Projects or Companies may not participate as an Assessor or Mentor. This includes, but is not limited to, situations where they have a relationship of friendship, enmity, kinship, affinity, direct competition, business, commercial or professional interest or the like with one or more of the participants (“Conflict of Interest”). In the event of a Conflict of Interest situation arising during a Call, the Institution User must promptly step down from their role as Assessor and inform the corresponding Institution. The Institution reserves the right to withdraw an Assessor from their role and appoint a replacement if the original Assessor has conveyed any existing Conflict of Interest, or if one of the participants in the Call informs them about it.

On accepting the role of Assessor or Mentor in a Call, the Institution User agrees to maintain the confidentiality of information related to Calls, Entrepreneurial Projects or Companies to which they may gain access. As an Assessor, they are only allowed to use the information available to them for their duties and functions of this role. They must not make use of it in any other way or for any other reason which does not relate to the Platform, or for personal benefit. This confidentiality requirement will remain in effect post-termination of their relationship with Banco Santander, the Institution, or the Platform for a reasonable amount of time to ensure that confidential information and its commercial value are properly safeguarded.

6. Description of the Service

The following is the Service offer we provide through our Platform:

Entrepreneurship programmes and events

Institutions can take advantage of our platform to announce various Calls for programmes and events, as well as disseminate Institution Content to foster entrepreneurial activities.

Entrepreneurship events can be held in person or online via the Platform itself, in webinar format or similar.

Awards to support the growth and internationalisation of entrepreneurial businesses

This Platform facilitates the dissemination of national and international awards for entrepreneurial advancement. End Users are welcome to register if they would like to participate. The purpose of these awards is to meet the requirements that arise at various points in the entrepreneurial journey. Objectives include activation, to stimulate talent and enhance innovation capacity; connection, to facilitate the relationship with the different actors that make up the entrepreneurship and innovation ecosystem; and acceleration, to help promote entrepreneurial projects through programmes that support growth, business expansion or internationalisation. The awards can be organised by Banco Santander, by the Institutions that have a Santander X presence, or by both together.

Communities

Institutions may post Calls on the additional section of the Platform, Santander Communities, with the objective of selecting members from specified Communities. The Community is an elite collective within the entrepreneurial ecosystem where End Users can engage with other End Users and other members of the entrepreneurial sphere through communications, events and publications. The Community is governed by its own Legal Terms and Conditions.

Common functioning of the Calls

Institutions can manage the registrations made by End Users in their Calls, who can upload their Business Projects or the Companies they represent, as well as basic and detailed descriptive information about their value proposition. This may include market analysis data, competitor analysis, product or service, economic and financial model, and supporting or complementary documentation, among other aspects associated with their Projects (the “End Users' Content” or “End User Content”).

To this end, the Institutions must draft and incorporate into the Platform the specific conditions for participation that will govern the Calls for the entrepreneurship programmes and events published by them (the “Legal Terms and Conditions of the Call”). These must mention both the Institution that organises the Call and the one that promotes or sponsors it, if applicable; and which must be previously accepted by the End Users, accepting any responsibility with respect to the same.

The programmes, events and awards may be organised by the Institutions represented in Santander X (“Convening Institution”). Entities other than the Convening Institutions may sponsor or promote certain Calls for programmes, events and awards in support of their objectives. In such cases, the Calls will continue to be controlled and administered by the Convening Institution and will be subject to the Legal Terms and Conditions of the Call as determined by the Convening Institution.

Banco Santander, as the Convening Institution, may periodically post its own Calls on the Platform for achieving its objectives as a sponsor or promoter.

In the future, we may unilaterally change, reduce or expand our offerings or functionality as we deem commercially reasonable.

7. Special Santander Communities service

Participation in Santander Communities is subject to the provisions of this section and the specifics set forth in these Terms and Conditions of the Service for that purpose. Participation in a particular Community is also subject to the Legal Terms of the relevant Call.

Community access

Users can access Santander Communities if they have been invited to join a particular Community. Prior to gaining access to a Community, the user (including Institution Users) must receive an invitation from Banco Santander or the corresponding Institution affiliated with the Call and Community. This access may be limited in time due to the functioning of the Community, the Call or the link between the user and the Institution with which the participation in the Community is associated.

Persons other than the Institution Users may participate in the Community as part of the valuable experience associated with it. This may include users of the Platform who have acted as Institution Users of other Institutions or other individuals who by virtue of their knowledge or professional background bring significant value to the Community, in business, professional and entrepreneurial terms (“Third Party Users”).

In addition, Banco Santander or the Institutions issuing the Call for the relevant Community may invite third parties interested in investing in entrepreneurial projects (“Investors”) to contact the End Users.

The actions of Third Party Users or Investors shall also be subject to these Terms and Conditions of the Service.

Invitation to the Communities by Institutions

Users invited by the Institutions to the Communities will be considered to be Institution Users. The invitation of users to the Communities by the Institutions shall be subject to the “Conditions applicable to the invitation of Institution Users” contained in these Terms and Conditions of the Service.

Registration and de-registration in a Community

Registration in Santander Communities by invitation to a Community is based on the profile information created by the user on the main Platform. Any change in the user’s information on the main Platform will affect their profile in Santander Communities and in the Communities in which they participate. Consequently, the termination of a user's membership on the Platform will also result in the termination of their membership in Santander Communities and in the Communities in which they participate.

Special services

Participation in Santander Communities may take the form of a number of specific additional functionalities. These may or may not be available depending on the characteristics of the particular Community, its Call or its Legal Terms and Conditions. The following conditions apply to the additional services:

• Posts. Santander Communities allows the user to post content and view content posted by other users in Santander Communities or in a particular Community (“Posts”). Banco Santander's role is limited to the publication of the Posts, and Banco Santander is not responsible for their content or for their viewing by third parties. By publishing Posts, you represent and warrant that your content is legal and does not violate any applicable law, that you have sufficient rights to post the content and that it does not infringe the rights of any third party, and that you understand that posting the content means that it will be visible to all other users of the relevant Community. By publishing Posts, you remain the owner of the intellectual property rights and similar rights over the content or information contained therein. However, to enable posting on Santander Communities, you grant Banco Santander a non-exclusive, worldwide, transferable and sub-licensable licence to use, copy, reproduce, modify, transform, distribute, publicly communicate, make available to third parties, publish and process the information and content you provide to us through our Service and the third party services, without compensation to you or any third party. This licence is limited to the term of these Terms and Conditions of the Service, unless it is required for a further period because you have shared the content with other users who continue to use the Service. The Posts are additionally subject to the intellectual property provisions set out in these Terms and Conditions for Institution Content.
• Events. Santander Communities allows the End User to view events posted by other users in Santander Communities or in a specific Community. Events may be posted by Institutions, Third Party Users or Investors participating in the same Community. The user or Institution who organises the event is responsible for the convening, participation, execution or consequences of the event. Banco Santander is not responsible for the event in question, but is limited to publishing the event in the Community in accordance with the features and functions of the Community and the Platform.
• Content. In certain cases, Santander Communities or a particular Community may provide the user with access to additional content. The provision of such content is completely secondary to the main service that Santander Communities offers. Such content may include documents, presentations, images or videos related to entrepreneurship (“Additional Content”). The Additional Content is not static, and may be amended or removed during the term of Santander Communities or any related specific Community.
• Messaging. Santander Communities, as a complement to the main service, allows messages to be sent and received via digital chat tools that complement the overall Santander Communities experience. The messaging tools may not be used outside the Santander Communities environment. Any Santander Communities user, including End Users and Institution Users, may send messages to or receive messages from other Santander Communities users. Messages sent through these functionalities must at all times comply with applicable legislation and these Terms and Conditions and respect the rights of the recipient.
• Contacts with third parties. Santander Communities allows interaction with other users, such as other End Users, Institutions, Assessors, Mentors, Third Party Users or Investors, merely for contact purposes. Users are free to establish, maintain or terminate interactions with each other. Banco Santander is not liable for interactions between users. The Platform or Santander Communities may not be used for commercial transactions, including proposing, planning, negotiating or concluding investment, purchase, supply or acquisition transactions.

Banco Santander may modify the Platform in the future to modify the additional services offered through each individual Community or through Santander Communities.

8. Obligations

In adhering to the Terms and Conditions of Service for Institutions, the Institution and Institution Users also assume responsibility for the following obligations:

‒ To handle and resolve complaints from users in connection with the Institution's Calls or Content published on the Platform.

‒ To invite only those individuals to the Platform to obtain Institution User status with whom it has previously agreed to participate in the relevant programmes, events or awards.

‒ To use the Service in accordance with applicable law, these Terms and Conditions of the Service, the principles of good faith and generally accepted practices.

- To guarantee the truthfulness and accuracy of the data provided when registering, as well as those that are provided or updated subsequently.

- To keep data up to date at all times.

‒ To protect Santander X access data with the utmost care and prevent third parties from accessing or using it. Access data is personal and non-transferable, so any action performed with the access data of an Institution User will be deemed to have been performed by that user, unless Banco Santander has been previously informed of the loss of such data.

‒ Not to extract or copy data, information or assets shared by End Users on the Platform or use them for any purpose other than the mere administration or assessment of the programme, award or event announced.

‒ To access the Platform through properly secured devices and use appropriate communication providers (internet access, telephone, etc.). Banco Santander will not be responsible for any damages stemming from the services that external suppliers or third parties provide to the Institution and the Institution Users.

‒ Not to introduce computer viruses or any type of malware into the Platform that could cause damage to Banco Santander or third parties.

‒ Not to take any action that in any way undermines or could undermine the reputation of Banco Santander or third parties.

‒ Not to impersonate the identity of another Institution or person to access or perform any kind of action on the Platform impersonating the same.

‒ To guarantee the legality, truthfulness and accuracy of all the Calls and Content of the Institutions published on the Platform.

‒ To create and include in the Platform the Legal Terms and Conditions of each Call published. The Legal Terms and Conditions specified in the Call must include information concerning both the Institution which organises the Call, as well as any Institution that may be promoting or sponsoring the Call.

‒ To manage potential Conflicts of Interest as outlined in these Terms and Conditions of the Service for Institutions.

‒ Not to use our Service or the Platform in a way that violates applicable law or these Terms and Conditions of the Service for Institutions or that is contrary to the legitimate interests of Banco Santander or third parties.

‒ Not to use our Service or the Platform to send, use or reuse material that is unlawful, offensive, pornographic, abusive, defamatory, libellous, obscene or threatening; or that infringes any copyright, trademark, confidentiality, privacy or other rights of Banco Santander or any third party.

‒ Not to modify or remove in any way the security, protection or identification devices set up by Banco Santander or its rightful owners.

‒ To protect the industrial and intellectual property rights of the Service-Linked Assets (as defined below) or any other intangible assets of Banco Santander or third parties to which it has access, as well as to respect the terms of the Licence to Use.

‒ Not to post content on the Platform that is the property of End Users, other Institutions or third parties. In this context, Institutions warrant that they may only participate in the Service with Content from Institutions for which they own and can demonstrate intellectual property rights.

‒ Not to use content from End Users, other Institutions or third parties for purposes unrelated to the operation of the Platform, the implementation of the Calls or compliance with these Terms and Conditions of the Service for Institutions. When it comes to participating in Communities, you can only use the content and information from Posts published by other users for participating in the Community or Services offered through the Platform.

‒ To comply with the obligations of confidentiality and data protection set out in the applicable regulations, in the form specified therein.

‒ To inform Banco Santander of any infringement of third party intellectual or industrial property rights of which it is aware caused by the use of the Licence to Use.

‒ The Institution undertakes to upload its Calls and Institutional Content to the Platform in a format compatible with the features and capabilities of the Platform, of which Banco Santander will duly inform the Institution.

9. Liability

Banco Santander and the Institution will be held responsible in accordance with applicable regulations for any damage or harm caused to the other party or to third parties through intentional or grossly negligent acts, as well as for any damages caused by negligence that results in injury or harm to persons, including damage or harm caused by any of its Institution Users.

Despite the above, and to the extent permitted by applicable law, Banco Santander shall not be liable for any indirect damages, lost profits or liabilities arising from concurrent offences with the Institution.

Notwithstanding the foregoing, Banco Santander's liability is limited to its activity in relation to the Platform. Banco Santander only provides a Platform whose objective is to create an entrepreneurial ecosystem and enable the development of entrepreneurial projects. Banco Santander is not responsible for the Calls or Institution Content, nor for the activity of the End Users or the Projects or Companies that they upload to the Calls, including any End User Content that they may share with Institutions. This is the sole responsibility of the latter, with the exception of those programmes, events and awards that are specific to Banco Santander.

Banco Santander will not be liable for any damage and/or loss that may result from the following causes:

‒ The temporary unavailability of the Service.

‒ Lack of availability, continuity, access, maintenance and effective functioning of the Platform and/or its functionalities, services, updates and accuracy attributable to third parties.

‒ The unlawfulness, inaccuracy, lack of truthfulness or authenticity or any other defect or deficiency of the actions or Content published on the Platform by third parties and, in particular, of the Projects or Companies uploaded in the Calls, the Content of the End Users, as well as the Content of other Institutions.

Technical failures caused by third-party providers or unforeseeable events that prevent the proper functioning of the Platform.

‒ Illegal, negligent, fraudulent use or use in breach of the contractual agreements acquired by End Users, the Institutions or other third parties, or use in breach of good faith.

‒ Violations or infringements that may be committed by the End Users, other Institutions or third parties against applicable regulations or in relation to intellectual or industrial property rights, trade or contractual secrets, data protection rights, honour, image, property, advertising or competition, among others.

‒ The inappropriate receipt, storage, acquisition, distribution or transmission of Content of the Institutions or other third parties caused by third parties not dependent on Banco Santander.

‒ The Calls or Content of the Institutions that may be published by other Institutions on the Platform

Banco Santander shall not be liable under any circumstances for the misuse of the Platform and its Content by the Institution, or, when applicable, the Institution Users, who shall be solely liable for any damages that may arise from the misuse of the same or the violation of the provisions of these Terms and Conditions of the Service by them.

Banco Santander and its subcontractors shall not be held jointly and severally liable for their respective obligations to the Institution. Each party will be exclusively responsible for fulfilling their respective obligations.

The Institution shall accept responsibility and provide compensation to Banco Santander in the event of any breach of these Terms and Conditions of the Service for Institutions or relevant regulations by the Institution or its Institution Users, resulting in imposition of liabilities on Banco Santander. Furthermore, the Institution is solely responsible for the Institution's Calls and Content. Accordingly, the Institution shall indemnify, defend and hold harmless Banco Santander and its affiliates and each of their executives, directors, employees and agents from and against any and all losses, damages, costs, expenses (including reasonable lawyers' fees and costs) or other liabilities arising out of or resulting from any violation of the foregoing or any rights asserted by a third party against Banco Santander insofar as they relate to the Institution's Calls or Content, including infringement or violation of a third party's intellectual property rights or claims for defamation, invasion of privacy, right of publicity or unfair competition.

10. Notifications

In order to communicate any relevant matters concerning our Service to the Institution, sending an email to the Administrator is an accepted channel of communication. In certain instances, a pop-up notice may also be displayed on the Platform. This correspondence does not have any commercial purpose; it is simply part of our contractual agreement with the Institution following their acceptance of our Terms and Conditions of the Service for Institutions.

In any case, the Institution may contact the Santander X team via the following Contact Form.

11. Content and links

The Platform incorporates third party content and links, along with End User Content which may be provided to a specified Institution upon registration for its Calls. In addition, Institution Content from other Institutions is included. Banco Santander is not liable for any damage or detriment that such content or links may cause to the Institution.

If the Institution considers that any Content is unlawful, offensive, contrary to public policy or infringes its rights or interests or the rights or interests of any third party, it may notify us via the following Contact Form.

Banco Santander may prevent the publication of Calls that violate the following rules:

‒ They may cause controversy or damage the image or reputation of Banco Santander or a third party.

‒ They violate any of the provisions of these Terms and Conditions of the Service for Institutions

12. Links to the Platform

The Institution shall promote the Platform on websites maintained or controlled by it by including a link to the Platform on its websites, if applicable.

Notwithstanding the foregoing, the following is prohibited:

‒ Setting up frames that may wrap the Platform, its Content, Projects, End User Content, Calls, Institution Content, as well as any type of application or software that makes it possible to visualise part or all of the Platform through other websites that are not directly linked to the Platform.

‒ Using part or all of the Platform in a way that may violate the law on unfair competition.

13. Intellectual and industrial property

Ownership of the rights

The texts, designs, images, databases, logos, structure, brands and other elements of the Platform are protected by international laws and treaties on industrial and intellectual property.

The Service is provided on the basis of technology and other intangible assets owned or exclusively owned by Banco Santander, the Institutions and End Users, including the Platform, identification and access mechanisms, content and information, Institution Content, End User Content and any other assets related to the Services (hereinafter, the “Service-Related Assets”). In particular, Banco Santander retains exclusive rights to the Platform, the related documentation and any updates, modifications, improvements, enhancements or corrections to the Platform, including any assessment options contained therein, as well as to all related intellectual property rights.

The Institution accepts and acknowledges that:

‒ The listings of the Platform's programmes, events and awards are protected by the sui generis right to databases established in Royal Legislative Decree 1/1996 of 12 April adopting the revised text of the Intellectual Property Code and provided for in the local laws of the Territory, and that, therefore, may not extract or reuse all or a substantial part of such content, or even an insubstantial part thereof, where this constitutes an act contrary to the normal use of such content and unjustifiably prejudices the legitimate interests of Banco Santander.

‒ The End Users retain all their intellectual property rights in relation to the End User Content. Participation in Calls and/or the submission by Users of their End User Content through the Platform shall in no case entail the assignment by the User to the Institution or to Banco Santander of any rights related to their End User Content, unless otherwise specified in these Terms and Conditions of the Service for Institutions.

Licence to Use

In order for the Institution to enjoy the Service in accordance with these Terms and Conditions of the Service for Institutions, the Institution is granted a non-exclusive, non-transferable, worldwide licence to view and use the Service for the duration of the Terms and Conditions of the Service for Institutions (in relation to the relevant Institution) and for the sole purpose and to the extent necessary for the Institution to use the Service in accordance with these same Terms and Conditions on the Service-Linked-Assets (the “Licence to Use”). Any use of all or part of the Service-Linked-Assets not expressly permitted under the Licence to Use or of Service-Linked-Assets not required for use of the Service in any case is expressly prohibited, and the Institution assumes any liability arising from any use to the contrary. In particular, the Institution shall refrain from the following acts in relation to the Platform or any software of the Service-Linked-Assets: (a) decompiling, disassembling, reverse-engineering or otherwise attempting to discover the source code of the Assets in the non-open portion, except and only to the extent that applicable law prohibits or restricts restrictions on reverse engineering (b) modifying, adapting, altering or creating derivative works from the closed-source portion of the Assets (c) allowing third parties to access the Assets.

Use of trademarks

Both the Institution and Banco Santander retain all rights to their names, trademarks, logos and other Assets protected by applicable industrial property legislation and declare that they own them and/or have sufficient rights to use and exploit them.

These Terms and Conditions of the Service for Institutions do not imply any assignment, transfer, licence or waiver of the rights to which the Institution and Banco Santander are entitled with respect to the assets governed by industrial property laws; each retains all rights thereto.

Notwithstanding the foregoing, the Institution authorises Banco Santander to use the trademarks owned by the Institution within the Platform to identify it as an Institution associated with the Platform and to identify the Institution's Content as belonging to the Institution. The Institution expressly consents to the use of its distinctive marks in all commercial and promotional events related to Santander X. In particular, Banco Santander may use the Institution's distinctive marks in any Santander X marketing event and in any medium, physical or digital, technical or technological system or support for the sole purpose of promoting Santander X and informing about its contents.

The use of the distinctive signs, which are the property of Banco Santander, must be previously and in any case expressly authorised in writing by Banco Santander. Under all circumstances, any use of Banco Santander's distinctive signs that in any way compromises Banco Santander's integrity or image is strictly prohibited.

Institution Content

The Institution owns all intellectual and industrial property rights regarding any Calls and Institution Content posted on the Platform or generated, including entrepreneurship programmes or events. Banco Santander and all other Institutions, entities or End Users associated with Santander X are granted a worldwide and non-exclusive licence to view and use the Institution Content for any purpose related to the Service throughout the duration of the Terms and Conditions of the Service.

For these purposes, the Institution represents and warrants that it is the sole owner of all intellectual property rights over the Content or that it is fully authorised and entitled to exploit all rights therein, as well as to grant the rights and licences in relation to any third party materials and/or content appearing in or contained therein, and is therefore responsible for reviewing and obtaining all authorisations, licences and permissions necessary to ensure the peaceful use of its Institution Content described in the previous paragraph. The Institution shall hold Banco Santander harmless against any claim or complaint arising from breach of the terms of this clause.

14. Confidentiality

The Institution shall keep secret and not disclose to third parties the documents and information resulting from its contractual relationship with Banco Santander since the adoption of the Terms and Conditions of the Service for Institutions (the “Confidential Information”). This will be except in the case of members of the governing bodies or senior management or persons acting in their professional capacity as legal, accounting, financial or other advisors, unless disclosure is required by a regulatory, investigative or supervisory authority or pursuant to a court order.

All materials, texts, images, programmes and, in general, any content submitted by End Users through the Platform for participation in a programme, event or award shall be considered Confidential Information, the disclosure, transfer or access of which to third parties is strictly prohibited, unless expressly authorised by End Users or expressly stated in the Legal Terms and Conditions of the Call.

The Institution shall protect Confidential Information of commercial or business value against unauthorised disclosure by exercising a reasonable degree of care, which is comparable to the level of care used to preserve and protect its own Confidential Information.

The following information shall not be deemed to be Confidential Information and its use shall not be subject to the provisions of this clause:

The information which is known to the public as of the date of this Agreement or any subsequent knowledge that becomes known to the public shall be excluded from the duty of confidentiality established in this clause, providing that such circumstance has not been incurred by a direct or indirect violation thereof.

‒ Data that may be obtained in compliance with applicable legal requirements from a publicly accessible record or other source, without restriction on how it is used and without violating any duty of confidentiality.

‒ Information that was already lawfully in the possession of the other party prior to its disclosure, without restriction as to its use, provided that this circumstance is justified.

If the Institution is legally obliged to disclose all or part of the Confidential Information, it shall comply with the following obligations:

‒ Notify the holder of the Confidential Information concerned in writing as soon as possible and in any event prior to the disclosure of the Confidential Information, attaching copies of the relevant documents and information to the notice, so that it can take such steps as it deems appropriate to protect its rights and the Confidential Information.

‒ Agree with the holder of the Confidential Information concerned which Confidential Information is to be disclosed, unless specified by the authority requiring disclosure.

‒ Prior to publishing or disclosing any kinds of press release, promotional, commercial, or similar communications in any medium, written agreement should be established with the owner of the Confidential Information.

15. Duration and termination

These Terms and Conditions of the Service for Institutions will become effective upon acceptance by an Administrator and will terminate (i) if the Institution terminates its membership in the Platform or (ii) if we are required to terminate the Institution's membership, which may be the case if the Institution breaches any of the obligations it has assumed under these Terms and Conditions of the Service for Institutions or any provision of applicable law and, upon notice from us, continues to breach such obligations after thirty (30) days from the date of such notice. Finally, we may also terminate the Services generally or with respect to a particular Institution for other reasons, in which case we will provide reasonable notice to the Institution.

Concerning the Institution's Users, these Terms and Conditions shall commence and conclude as detailed in the aforementioned paragraph, and will be terminated by the Institution should they withdraw authorisation to act on their own behalf.

Upon termination of these Terms and Conditions of the Service, we will proceed with the removal of the Institution from our Platform. This includes deleting all records of Institution Users, removal of all associated Institution Calls and Institution Content or other items related to their use of the Service. If the Institution has Calls that have not expired, Banco Santander will allow the deletion of such Calls and the Institution must inform the registered End Users thereof.

If applicable, deletion from the Platform also means deletion from the Santander Communities and from the specific Communities in which the User participates.

Regardless, both Banco Santander and the Institution acknowledge that the termination of these Terms and Conditions of the Service for Institutions does not hinder their validity regarding any future claims or disputes related to the Services.

Upon termination of these Terms and Conditions of Service for Institutions, the Institution shall promptly return to Banco Santander or certify destruction of all Confidential Information currently in its possession or under its control.

16. Subcontracting

Banco Santander may engage third parties to assist it in any task related to the management, development and maintenance of the Service, as well as all its elements, links, tabs, sections, sub-sections and similar.

17. Data protection

Institution User Data

Banco Santander adheres to the Institution Users' Privacy Policy when processing and utilising the personal data of Individuals employed by the Institution in connection with their usage of the Platform. It is essential that Institution Users review this document prior to their initial access on the Platform.

End User Data

The Institution must comply with the provisions of the General Data Protection Regulation 679/2016 (GDPR) in relation to the personal data of End Users that it may receive as part of the Banco Santander Service, which occurs when End Users register for their Calls. Within the scope of these Terms and Conditions of the Service for Institutions, they are specifically required to:

‒ As a data controller, fulfil the requirements of the GDPR since they have earned the status after receiving End User data. This includes compliance with the obligation to inform.

‒ Enable the exercise of the rights of access, rectification, erasure, portability, restriction of processing and objection by the owners of the data transferred.

‒ ‌Ensure the application of appropriate technical and organisational measures to guarantee a level of security that is appropriate for the risk.

‒ Abide by the confidentiality of the data obtained through joining, and not disclose such data or make it available to third parties unless so required by a court or supervisory authority.

Banco Santander confirms that the personal data being transferred to the Institution have been collected in accordance with the requirements stipulated by the GDPR, and hereby guarantees the lawfulness of this transfer.

Liability

The Institutions agree to abide by the specified Terms and Conditions of Service for Institutions, as well as all related regulations regarding personal data protection. Each Institution shall be held accountable if any such rules are not respected or observed. Banco Santander shall hold them accountable for any damages in connection with data protection as per Clause 8 of these Terms and Conditions of the Service, including related fees, fines, penalties, compensation payments, interest costs, reparation for harm incurred to reputation or image and any other type of loss.

The Institution shall defend and hold harmless Banco Santander from any claims, proceedings or judicial, extrajudicial or administrative actions brought against it for any breach by the Institution of the obligations accepted herein or of the applicable Spanish data protection laws. In consideration for this responsibility, it must provide compensation to Banco Santander for any losses suffered as a result of any claims, proceedings or lawsuits, including possible penalties and fines; compensation, damages, interest; moral and image damages; as well as any other type of harm suffered by Banco Santander.

18. Security

The Platform has implemented security measures that comply with industry standards in order to protect the Service. The Institution may request detailed information about these measures by contacting us using the contact details provided.

19. Amendments

We maintain the right to make changes to the Terms and Conditions of the Service for Institutions at any time. If there are any substantial modifications, we will notify the Institution by email (to an Administrator-provided email address) and/or by a notification pop-up window on the Platform to indicate the date when these changes will become effective. We will give the Institution reasonable notice so that it may discontinue use of the Service if it does not agree with the changes we have made. We will assume that the Institution or the Institution's Users accept the new version of the Institution's Terms and Conditions of the Service if it continues to use the Service.

Modifications will not be retroactive.

20. Severability

The invalidation of any provision contained in these Terms and Conditions of the Service shall not affect the remaining provisions, which shall continue to apply to the maximum extent possible. The affected clause(s) shall be replaced by a clause or clauses as similar as possible that retain the intended effect of the Terms and Conditions of the Service for Institutions.

21. Applicable legislation and jurisdiction

Banco Santander and the Institution pledge to engage in constructive dialogue in an effort to resolve any disputes, claims, questions or disagreements that are related to the Terms and Conditions of the Service for Institutions, as well as their implementation, violation, termination or interpretation. In particular, they shall endeavour to settle the disagreement via direct discussion with the opposing party. Should settlement not be possible, the dispute will be referred upwards for resolution by each side's management.

Any disputes pertaining to or related to these Terms and Conditions of Service for Institutions that cannot be settled according to the regulations mentioned before, including any questions relating to their existence, interpretation, execution or termination shall be resolved in accordance with Spanish law and brought before the courts located in the capital city of Madrid.

Last updated: 20/12/2022