Terms of Service

1. Purpose

Banco Santander, S.A., with registered office at Paseo de Pereda, 9-12, 39004 Santander, Spain (hereinafter, "Banco Santander", or "we") offers through the platform currently available in https://www.santanderx.com/ (hereinafter "the Platform") a free Service that consists of the provision of a space aimed at promoting entrepreneurship and putting in contact different actors of the entrepreneurial community (hereinafter,  the "Service").

The Platform brings together universities and/or affiliated entities (hereinafter, "the Institution(s)"), which publish on it, individually or jointly with other Institutions, the calls for training programs, events, awards and entrepreneurship challenges that they organize and/or sponsor (the "Calls") and end users: entrepreneurs who can register in the Calls of the Institutions to train or promote their Projects (hereinafter,  the "End User(s)"). The Service also includes the provision by Banco Santander of courses with unlimited places, which aim to train End Users in order to achieve greater opportunities for business development and growth ("Courses with Unlimited Places").

The Calls can be from a single entity or from several at the same time.

To participate in the Calls, End Users will register on the Platform the entrepreneurial projects of which they are the owners ("Entrepreneurial Projects") or the companies they represent ("Companies"). Institutions will interact with the Platform through registered users representing them (the "Institution Users"), including Administrators, Contributors, Evaluators, and Mentors (as defined below).

Banco Santander will also publish some of our own calls for training programmes, events, challenges and awards on the Platform.

Under certain conditions, certain users linked to the Institution may obtain access to digital communities offered by Banco Santander ("Santander Communities"). These are digital communities in the form of social networks that seek to connect highly qualified entrepreneurs and facilitate their relationships with other members of the entrepreneurial ecosystem. The Santander Communities are accessible through a specific section of the Platform that will only be available to specific users. There may be different communities ("Communities") within the Santander Communities section, each one will have a specific audience and particular conditions. Access to each specific Community within the Santander Communities section is linked to specific Calls called by the Institutions and requires an invitation from Banco Santander or the Institutions involved.

Banco Santander's activity is limited to providing a Platform whose objective is to create an entrepreneurial ecosystem and enable the development of entrepreneurship projects through the meeting of End Users, Institutions and other operators in the field of entrepreneurship.

 

Likewise, End Users may access benefits and discounts offered by third parties outside Banco Santander ("Strategic Allies") for the simple fact of registering on the Platform ("Benefits"). These benefits consist of access to valuable services for entrepreneurs under advantageous conditions.

Finally, Banco Santander may also offer valuable content related to entrepreneurship, of interest to End Users ("Content"). All the functionalities of the Service are explained in more detail in section 6 of these General Conditions.

The Service is intended only for users acting within the scope of their business, commercial or professional activity. Any use of the Service or Platform other than for these purposes is prohibited. Therefore, neither the Institutions nor the Users of the Institution will be considered consumers for the purposes of their interaction with the Institution. All the functionalities of the Service are explained in more detail in sections 6, 7 and 8 of these General Conditions.

2. Terms and Conditions Applicable to the Service

These Terms of Service for Institutions (the "Terms of Service for Institutions" or "Terms of Service") govern the existing relations between Banco Santander and the Institutions, as well as the relations between Banco Santander and the Administrators, Collaborators, Evaluators and Mentors invited by the Institutions that participate in our Service on the Platform on behalf of the corresponding Institution or on their own behalf.

The Terms of Service for Institutions shall be deemed to be accepted by the Institution and shall become applicable when a representative of the Institution who has sufficient powers or mandate to represent the Institution (hereinafter, the "Administrator(s)") expressly accepts the Terms of Service for Institutions. Any Administrator who accepts the Terms of Services on behalf of an Institution expressly represents and warrants that it has the ability to bind the applicable Institution and to accept the Institution Terms of Service on its behalf.

Institution Users must also accept the Terms of Service for Institutions on their own behalf, without prejudice to the fact that the Institutions will be responsible for ensuring that the use of the Service that they make on behalf of the Institution is at all times in accordance with the obligations set forth in these Terms of Service, as well as for the damages that they may cause otherwise. With respect to Administrators, Collaborators, Evaluators and Mentors, the Terms of Service for Institutions will be understood to be accepted by the user and will begin to be applicable when they complete the registration process and expressly accept them by clicking on the corresponding button.

In addition, the use of the Santander Communities section and participation in any Community is subject to the specific section contained in these Terms of Service, as well as to the different particularities that are established in the specific terms of use of the corresponding Community.

These Terms of Service for Institutions can be consulted at any time, as they will be available at all times at a link at the bottom of the Platform.

Administrators, Collaborators, Evaluators and Mentors can consult the way in which we process their personal data in the context of the Service in our Privacy Policy for Users of Institutions, which is accessible in a link at the bottom of the Platform.

3. Institution User Profiles

Institutions may have different user profiles depending on the role they play on the Platform on behalf of the Institution. Specifically, the following:

·       Administrator. It is the person who initially registers the Institution on the Platform and operates it so that the Institution can enjoy the Service. The Administrator has the power to publish new Calls, to manage the Institution's control panel and to send invitations to Collaborators and Evaluators to participate in the development of these. Once the Institution is registered, the Administrator role can be granted to another User, even if they did not initially register the Institution.

·       Collaborator. They can publish and manage Calls in the name and on behalf of the Institution and invite Evaluators to participate in the development of these.

·       Evaluator. They evaluate the participation of End Users in the Calls for programs, training, events, challenges and entrepreneurship awards convened by the Institution.

·       Mentor. They collaborate with End Users in the context of the calls and accompany their Business Projects and their Companies in their entrepreneurship and business and professional growth.

(all of them the "Institution Users").

Banco Santander will also have a presence on the Platform through managers, who are responsible for managing its proper functioning and inviting Institution Users, when a specific Institution requests it.

All obligations of the Institution under these Institution Terms of Service extend to and are also applicable to any of its Institution Users on its own behalf. In addition, Institution Users should read the Institution User Privacy Policy.

The Institution guarantees that it has correctly informed the Institution Users it invites to the Platform about the Privacy Policy for Institution Users, and that it has previously obtained their consent.

 4. Register of Institutions

The Institutions guarantee that they will only allow access to the Platform and use the Service on their own account to those Institution Users with whom they have reached an agreement to do so and who are sufficiently empowered or who have been duly granted a mandate with sufficient scope to act as an Institution User and carry out on the Platform the actions corresponding to the profile that has been granted to them the Institution. Evidence of the corresponding powers of attorney may be required at any time, including in the Institution User registration process, when posting, editing or interacting with Calls on behalf of the Institution or through a request for timely information while using the Platform. Providing the required information is an essential requirement for the use of the Platform.

In order to start using the Service, it is necessary for an Administrator to register the Institution on behalf of which it acts on the Platform and provide us with some identification and contact details such as its name, surname and email address. Lastly, you will need to choose a password and verify it. The other Institution Users (Collaborators, Evaluators and Mentors) must also register on the Platform following the same procedure, but without the need to register the Institution.

5. Registration of Institution Users

Through the Administrator's private area, the Administrator may send invitations to other Institution Users, who must also register to begin performing their functions on behalf of the Institution.

Institution Users undertake to provide truthful and accurate information, as well as to keep it updated at all times. In particular, the Administrator undertakes to update the permissions of any of the Institution Users or to cancel their accounts in the event that they no longer have the capacity to perform actions on behalf of the Institution or to link it in any way.

The access codes are personal and non-transferable, so it is forbidden to share this confidential information with anyone.

Conditions applicable to the invitation of Institution Users

The Institution will be responsible for the invitation to participate in the Platform of Collaborators, Evaluators and Mentors, as well as for any consequences derived from their invitation and their performance on the Platform. By Inviting Collaborating Users, the Administrator User confirms and guarantees that he/she has his/her consent or authorization necessary for the processing of his/her personal data.

The powers of Institution Users other than the Administrator with respect to the Institution's information and their participation in the Platform will not be full, they may be limited by the operation of the Platform or the configuration of the specific profile of the Institution User (Collaborator, Evaluator or Mentor) or the configuration established by the Administrator. The Administrator may transfer his/her role to another Collaborator of the same Institution if necessary for the correct management of the Institution's profile, who will become the new Administrator.

Conditions applicable to Evaluators and Mentors

An Administrator may invite an Evaluator to participate in the evaluation of the Entrepreneurial Projects and Companies that the End Users submit to a given Call. In this case, the Evaluator will act as evaluator or jury for that Call, according to the applicable Legal Conditions of the Call and the instructions and indications of the corresponding Institution.

Likewise, an Administrator may invite a Mentor to participate in the business and professional accompaniment of a Project or a Company that another End User has submitted to a Call. In this case, you will act as a mentor for said Project or Company, according to the applicable Legal Conditions of Call and the instructions of the corresponding Institution.

Institution Users who may have a direct or indirect conflict of interest that may affect the independence of their decisions with respect to the participating Entrepreneurial Projects or Companies may not participate as Evaluators or Mentors. These situations may include, but are not limited to, situations in which you have a relationship with one or more of the participants of friendship, enmity, kinship, affinity, direct competition, business, commercial or professional interest, or similar ("Conflict of Interest"). In the event of a situation of Conflict of Interest in a given Call, the Institution User must refrain from his/her functions as an Evaluator and immediately communicate it to the corresponding Institution. The Institution may recuse you from your role as Evaluator and, where appropriate, appoint a substitute evaluator, either when the original Evaluator has communicated the existence of a Conflict of Interest or when the Conflict of Interest has been pointed out by one of the participants of the Call.

By agreeing to participate as an Evaluator or Mentor in a Call, the Institution User agrees to maintain the confidentiality of the information about the Calls, the Entrepreneurial Projects or the Companies to which they may have access. You may only use the information to which you have access as an Evaluator for the functions of this role, and under no circumstances may you use it for your own purposes or outside the Platform, or for your own benefit. This obligation of confidentiality will remain in force even after your relationship with Banco Santander, the Institution or the Platform has ended, for a reasonable time that guarantees the appropriate protection of the confidential information and its business or commercial value.

6. Description of Service

The Service offer we offer through our Platform is detailed below:

6.1 Training programmes and events related to entrepreneurship

It allows Institutions to publish various Calls for training programs and events to promote entrepreneurship.

Training programmes and entrepreneurship events may be carried out in person or online through the Platform itself, in a webinar format or similar.

Through the Platform, Institutions can create, publish and manage training programmes and events, as well as monitor and control them, access and consult statistical analyses relating to the evolution of training programmes or events, and invite third-party collaborators to manage or participate in them.

The training programmes will mainly consist of the granting by the Institutions of a free place for participation in specialised courses for companies. Its main subjects may be skills, technology, sustainability, internationalization, finance, legal aspects, and business development, among others.

The training programmes of the Institutions may have been financed by third parties (hereinafter, the "Promoters"), with whom the Institution may jointly manage the training programme or allow access to details about it, due to the fact that they have financed the training programme. Promoters may or may not use the Platform, but if they do so they must accept these Terms and be bound by them.

The Institution will be subject to the results of the validation process planned by Banco Santander for the purposes of publishing the first training programme. In creating the training program, the Institution declares that it has complied, in all respects, with all applicable laws, regulations and regulations and that it has not and will not violate any agreement by which the Institution is explicitly or implicitly bound.

The Institutions that publish the training programmes or events through the Platform are solely responsible for the management, organisation and development of the same, and Banco Santander does not assume any responsibility in this regard. Likewise, the Institutions are solely responsible for complying with the obligations arising from the agreements reached with the End Users in relation to the training programmes or events, so Banco Santander will not be involved in any way in this regard.

The registration, processing and development of any other management related to the training programmes or events may be carried out exclusively on the web version of the Platform.

 

6.2 Awards and challenges to support the growth and internationalization of entrepreneurial businesses

It allows the publication of calls for national and international awards and challenges focused on promoting entrepreneurship, in which End Users can register if they are of interest to them. The objective of these awards and challenges is to meet the needs that arise in the different stages of the entrepreneurial process, including, among others, activation, to help awaken talent and the capacity for innovation; connection, to facilitate interrelation with the different agents that make up the entrepreneurship and innovation ecosystem; and acceleration, to contribute to the promotion of entrepreneurship projects through programs to support growth, business scaling or internationalization. The prizes and challenges can be convened by both Banco Santander and the Institutions that have a presence of Santander X, or by both jointly.

6.3 Courses with Unlimited Places

On the other hand, Banco Santander offers End Users a free catalogue of unlimited access training courses aimed at strengthening their skills and completing their training and contributing to the development of their Company or Entrepreneurial Project. The main subjects of the Courses with Unlimited Places may be business, finance, technology, sustainability, among others.

The terms and conditions that are applicable to these Courses with Unlimited Places are available in the document called "General Conditions of Use for End Users", published on the Platform.

6.4 Communities

Certain institutions may publish certain Calls for Proposals aimed at selecting members of specific Communities within the additional section of the Platform, Santander Communities. The Community is an elite collective within the entrepreneurial ecosystem in which End Users will be able to come into contact with other End Users and other members of the entrepreneurship field through communications, events and publications. The Community is subject to its own Legal Conditions.

6.5 Common operation of the Calls

Institutions can manage the registrations made by End Users in their Calls, which can upload their Business Projects or the Companies they represent, as well as descriptive, basic and detailed information of their value proposition, including data on market analysis, competitor analysis, product or service, economic and financial model,  and supporting or supplemental documentation, among other aspects associated with your Projects (hereinafter, the "End User Content" or "End User Content").

To this end, the Institutions must draft and incorporate into the Platform the specific conditions of participation that will govern the Calls for the training programs, challenges, awards and entrepreneurship events published by them (the "Legal Conditions of the Call"), which must mention both the Institution that organizes the Call and the one that promotes or sponsors it.  where appropriate; and that they will have to be previously accepted by the End Users assuming any responsibility with respect to them.

Training programmes, events, challenges and awards may be organised by the Institutions that have a presence in Santander X ("Convening Institution"). Entities other than the Convening Institutions may sponsor or promote certain Calls for training programmes, events, awards and challenges in order to contribute to the achievement of their objectives. In these cases, the Calls will continue to be controlled and managed by the Convening Institution and will be governed by the Legal Conditions of the Call determined by the Convening Institution.

On certain occasions, Banco Santander may publish its own Calls on the Platform as the Convening Institution or collaborate with the achievement of its objectives as a sponsoring or promoting entity.

In the future, we may unilaterally modify, reduce or expand our offering or functionalities if we deem it commercially appropriate.

6.6 Contents

Banco Santander may offer End Users valuable content free of charge in various formats (text, audio, video, etc.) aimed at business owners and entrepreneurs (the "Content"). The purpose of this variety of content is to provide value for companies and help them grow, digitize and/or transform.

 

7. Specific service of Comunidades Santander

Participation in Comunidades Santander is subject to the provisions of this section and the particularities established in these Terms of Service for this purpose. Participation in a specific Community will also be subject to the Legal Conditions of the corresponding Call.

Access to a Community

Users will be able to access Santander Communities when they have been invited to be part of a specific Community. Access to a Community by a user, including Institution Users, is subject to prior invitation by Banco Santander or the Institution linked to the Call and the Community in question. This access may be limited in time by the Community's own operations, the Call or the user's link with the Institution to which the participation in the community is associated.

Persons other than the Institution Users of the applicable Institution may have access to the Community as part of the valuable experience associated with the Community. This may include users of the Platform who have acted as Institution Users of other Institutions, or other persons who, through 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 that call for the Call corresponding to each Community may invite third parties interested in investing in entrepreneurial projects ("Investors") with the intention of making contact with End Users.

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

Invitation to Communities by Institutions

Users invited by the Institutions to the Communities will be considered Institution Users. The invitation of users to the Communities by the Institutions will be subject to the "Conditions applicable to the invitation of Institution Users" set out in these Terms of Service.

Registration and deregistration in a Community

Registration in Santander Communities by invitation to a Community is based on the profile information that the user has generated on the main Platform. Any modification to the information that makes up the user's profile on the main Platform will affect their profile in Comunidades Santander and in the Communities in which they participate. Consequently, the cancellation of a user from the Platform will additionally entail their withdrawal from Comunidades Santander and the Communities in which they participate.

Specific services

Participation in Comunidades Santander can be materialized in a series of specific additional functionalities. These may or may not be available depending on the characteristics of the specific Community, its Call or its Legal Conditions. Additional services will be subject to the following conditions:

·       Publications. Santander Communities allows you to post content and view content posted by other users on Santander Communities or in a specific Community ("Postings"). Banco Santander's role will be limited to the publication of the Postings, and will not be responsible for their content or their viewing by third parties. By publishing Postings, you confirm and warrant that your content is legal and does not violate applicable law, that you have sufficient rights to publish your content and that it does not infringe the rights of third parties, and that you are aware that the publication of the content will imply that it is visible to the rest of the users of the specific Community. By publishing Postings, you will continue to own the intellectual property and similar rights in the content or information contained therein. However, in order to enable publication in Santander Communities, you grant Banco Santander a non-exclusive worldwide license; transferable and sublicensable; to use, copy, reproduce, modify, transform, distribute, publicly communicate, make available to third parties, publish and process the information and content that you provide to us through our Service and the services of third parties, without any compensation to you or third parties. This license is limited to the term of these Terms of Service, except where it is required for an additional period of time because you have shared the content with other users who continue to use the Service. Publications shall be subject in addition to the intellectual property provisions set forth in these Terms of Service for Institution Content.

·       Events. Santander Communities allows the user to view events published by other users in Santander Communities or in a specific Community. The events may be published by Institutions, Third Party Users or Investors who participate in the same Community. The user or the Institution that organizes the event will be responsible for the call, participation, celebration or consequences of the event. Banco Santander's role will be limited to the publication of the event in the Community in accordance with the characteristics and functionalities of the Community and the Platform, and will not be responsible for the event in question.

·       Contents. On certain occasions, Comunidades Santander or a specific Community may give the user access to additional content. The provision of this content is completely ancillary to the main service that constitutes Comunidades Santander. This content may include documents, presentations, images or videos related to entrepreneurship ("Ancillary Content"). The Ancillary Content does not constitute a closed catalogue, but may be modified or removed completely during the term of Comunidades Santander or the specific Community to which it is linked.

·       Messaging. Comunidades Santander allows, as an accessory to the main service, the sending and receiving of messages through chat-type digital tools that complement the general experience of Comunidades Santander. Messaging tools may not be used outside the environment of Comunidades Santander. Any user of Comunidades Santander, including End Users and Institution Users, may send messages to or receive messages from other users of Comunidades Santander. Messages sent through these functionalities must comply at all times with current legislation, these Terms of Use and respect the rights of the recipient.

·       Contacts with third parties. Comunidades Santander allows interaction with other users, such as other End Users, Institutions, Evaluators, Mentors, Third Party Users or Investors, for the purposes of simple contact. Users are free to establish, maintain or terminate interactions with each other, so Banco Santander will not be responsible for the interactions between the different users. The use of the Platform or Comunidades Santander for the purpose of commercial transactions, including the proposal, design, negotiation or closing of investment, purchase, supply or acquisition operations, is prohibited.

Banco Santander may modify the Platform in the future in such a way as to modify the additional services offered through each specific Community or through Santander Communities

8. Benefits

End Users have a catalogue of Benefits in the contracting of valuable services from third parties aimed at contributing to the development of their Company or Entrepreneurial Project. Fundamentally, the Benefits consist of technological resources, management tools and advisory services, among others. Benefits may be made up of discounts on the ordinary price of a product or service or the provision of a service free of charge for a limited period of time.

Both the Benefits themselves and the services or resources to which they refer are offered exclusively by third party companies outside Banco Santander called Strategic Ally(s).

Banco Santander is not responsible for the Benefits or the provision of the services related to them, and does not have any control over the processes of granting, assigning, contracting, managing, developing, organising or providing the Benefits or the services or resources to which they refer. Similarly, Banco Santander is not responsible for the conditions or terms of the enjoyment of the same, since the effective contracting is carried out outside the Platform, on the website of the Strategic Ally. Therefore, the person responsible for the Benefits for all purposes is only the corresponding Strategic Ally.

9. Obligations

In addition to the other obligations set forth in these Institution Terms of Service, the Institution and, as applicable, the Institution Users, agree to:

·       To attend to and resolve any complaint from Users related to the Calls or the Institution Content published on the Platform.

·       Invite the Platform to acquire the status of Institution User exclusively to people with whom it has previously agreed to participate in the corresponding training programmes, events, challenges or prizes.

·       Use the Service in accordance with applicable law, these Terms of Service, principles of good faith, and generally accepted usages.

·       Guarantee the veracity and accuracy of the data provided when registering, as well as those that are provided or updated subsequently.

·       Keep data up to date at all times.

·       Guard the access credentials to Santander X with the utmost diligence, preventing their access or use by any third party. The credentials are personal and non-transferable, so any action carried out using the credentials of an Institution User will be understood to have been carried out by the same, unless Banco Santander has previously been notified of the loss of the same.

·       Not to extract from the Platform or copy the data, information or assets shared by End Users, or use them for any purpose other than the mere management or evaluation of the program, award or event convened.

·       Access the Platform through duly secured devices and use appropriate communications providers (internet access, telephone, etc.). Banco Santander will not assume any kind of liability arising from the services that these providers or other third parties provide to the Institution and to the Users of the Institution.

·       Not to introduce computer viruses or any kind of malware into the Platform that may cause damage to Banco Santander or any third party.

·       Not to carry out acts that in any way undermine or may undermine the reputation of Banco Santander or third parties.

·       Not to impersonate the identity of another Institution or person to access or carry out any kind of action on the Platform by impersonating them.

·       Guarantee the legality, veracity and accuracy of all the Calls and the Content of the Institutions that they publish on the Platform.

·       To draft and incorporate into the Platform the Legal Conditions of the Call in relation to each Call that they publish. The Legal Conditions of the Call must mention both the Institution that organizes the Call and the one that promotes or sponsors it.

·       Manage potential Conflicts of Interest as outlined in these Institutional Terms of Service.

·       Not to use our Service or the Platform in any way that violates applicable regulations, these Terms of Service for Institutions or goes against the legitimate interests of Banco Santander or third parties.

·       Not to use our Service or the Platform to send, use, or reuse unlawful, offensive, pornographic, abusive, defamatory, libelous, obscene, or threatening material; or that involves a violation of copyright, trademarks or confidentiality, privacy or any other right of Banco Santander or third parties.

·       Not to modify or eliminate in any way the security, protection or identification devices established by Banco Santander or their legitimate owners.

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

·       Not to introduce content on the Platform that is the property of End Users, other Institutions or third parties. In this sense, the Institutions guarantee that they will only be able to participate in the Service with Content of the Institutions in respect of which they hold and can prove the intellectual property rights.

·       Not to use content that is the property of End Users, other Institutions or third parties for purposes unrelated to the operation of the Platform, the execution of the Calls or compliance with these Terms of Service for Institutions. With respect to participation in Communities, not to use the content or information of the Publications published by third party users for purposes other than participation in the Community or the Services offered through the Platform.

·       Comply with the obligations in terms of confidentiality and data protection established by the regulations in force in the terms detailed.

·       Notify Banco Santander of any infringement of the intellectual or industrial property rights of third parties of which it is aware that it is caused by the use of the Licence of Use.

·       The Institution undertakes to upload its Calls and Institution Content to the Platform in a format compatible with the characteristics and possibilities of the Platform, of which Banco Santander will duly inform you.

10. Liability

Banco Santander and the Institution shall be liable in accordance with current regulations for any damage or harm caused to the other party or to third parties due to intent or gross negligence (negligence), as well as for any damage caused by negligence that causes injury to the life or health of persons, including damage caused by any of its Institution Users.

Notwithstanding the foregoing and to the extent permitted by the applicable regulations, Banco Santander shall not assume any liability for indirect damages, loss of profits or liabilities incurred based on concurrence of faults with the Institution.

Notwithstanding the foregoing, Banco Santander's liability will be limited to its activity with respect to the Platform, in the sense that 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 or for the activity of the End Users or the Projects or Companies that upload to the Calls, including the End User Content that they may share with the Institutions; are the sole responsibility of these, with the exception of those training programmes, events, challenges and prizes that are specific to Banco Santander.

Banco Santander will not be liable for any damages that may arise from the following:

·       The temporary unavailability of the Service.

·       The lack of availability, continuity, access, maintenance and effective operation of the Platform and/or its functionalities, services, and updating, accuracy, attributable to third parties.

·       The illegality, inaccuracy, lack of veracity or authenticity or any other vice or defect of the actions or the 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 attributable to third parties or to force majeure that prevent the proper functioning of the Platform.

·       Use that is unlawful, negligent, fraudulent or contrary to contractual agreements entered into by End Users, Institutions or other third parties or in good faith.

·       Infringements or infringements that may be committed by End Users, other Institutions or third parties on the applicable regulations or on intellectual or industrial property rights, trade or contract secrets, rights of privacy, honour, image, property, publicity or competition, among others.

·       The inappropriate reception, storage, obtaining, dissemination or transmission of the Contents of the Institutions or other third parties caused by third parties not dependent on Banco Santander.

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

Banco Santander will not be liable under any circumstances for the improper use of the Platform and its Contents by the Institution or, as the case may be, by the Users of the Institution, who will be solely responsible for any damages that may arise from their misuse or infringement of the provisions of these Terms of Service by them.

Banco Santander and its subcontractors are not jointly and severally liable for the fulfilment of their obligations towards the Institution, each of them being solely and exclusively responsible for their respective obligations.

Finally, the Institution shall be liable and hold harmless Banco Santander for any liability of any kind that Banco Santander may have to assume arising from any breach by the Institution or its Institution Users of these Terms of Service for Institutions or of the applicable regulations. Likewise, the Institution is solely responsible for the Calls and the Contents of the Institution. Therefore, the Institution shall indemnify, defend and hold harmless Banco Santander and its affiliates and each of their officers, directors, employees and agents from and against any losses, damages, costs, expenses (including reasonable attorneys' fees and expenses) or other obligations arising out of or resulting from the breach of the foregoing or the rights claimed by third parties against Banco Santander to the extent that they refer to its Calls for Proposals o Institution Content, including any infringement or violation of the intellectual property rights of any third party or claims of defamation, invasion of privacy, right of publicity or unfair competition.

11. Notifications

If we have to inform the Institution about any relevant issue that affects our Service, it is accepted as a communication channel to send an email to the Administrator, as well as in certain cases, to display a pop-up notice on the Platform. These communications are not for commercial purposes, but are part of the contractual relationship that binds us to the Institution from the moment you accept our Terms of Service for Institutions.

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

12. Content and links

The Platform includes some third-party content and links, as well as End User Content that they may share with a particular Institution when registering for their Calls and Institution Content from other Institutions. Banco Santander will not be liable for any type of damage or harm that may be caused by these contents or links to the Institution.

In the event that the Institution considers that any content is offensive, contrary to public order or violates its rights or interests or rights or interests of third parties, it can let us know by means of the following Illegal Content Report Form. In addition, if you wish to report any illegal content, you may do so by following the procedure described in clause 15.

Banco Santander may prevent the publication of Calls for Proposals that go against the following rules:

·       Are likely to generate any kind of controversy or damage to the image or reputation of Banco Santander or any third party.

·       Are contrary to any of the provisions of these Terms of Service for Institutions.

13. Links to the Platform

The Institution will promote the Platform within the websites it maintains or controls, including for this purpose a link to the Platform within its web pages, where applicable.

Without prejudice to the foregoing, it shall be prohibited:

·       Establish frames that may envelop the Platform, its Contents, the Projects, the End User Content, the Calls, the Contents of the Institutions, as well as any type of application or software that allows the visualization of part or all of the Platform through other websites that are not directly linked to the Platform.

·       Use any means, parts or all of the Platform in a manner likely to infringe unfair competition laws.

14. Intellectual and industrial property

Ownership of rights

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

The Service is provided based on technology and other intangible assets owned or exclusively owned by Banco Santander, the Institutions and the End Users, including the Platform, the identification and access mechanisms, content and information, Institutional Content, End User Content and any other assets related to the Services (hereinafter,  the "Service-Linked Assets"). In particular, Banco Santander will maintain all exclusive rights over the Platform, its related documentation, and all updates, modifications, improvements, extensions, or corrections of the Platform, including all the evaluation options they incorporate, as well as all associated Intellectual Property Rights.

The Institution accepts and acknowledges that:

·       The lists of training programmes, events, challenges and awards of the Platform are protected by the sui generis right on databases contemplated in Royal Legislative Decree 1/1996, of 12 April, which approves the revised text of the Intellectual Property Law, and local laws of the Territory, and which,  therefore, it may not extract or reuse all or a substantial part of such a set of content, not even a non-substantial part insofar as this would constitute an act contrary to the normal use of such a set of content that causes unjustified damage to the legitimate interests of Banco Santander.

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

License to Use

In order for the Institution to enjoy the Service in accordance with these Institution Terms of Service, the Institution obtains a non-exclusive, non-transferable, worldwide territorial license to view and use the Service for the duration of the Institution Terms of Service (in relation to the applicable Institution) and for the sole purpose and to the extent necessary for the Institution to use the Service in accordance with these Institutional Terms of Service on Service-Related Assets (the "License to Use"). Any use of all or part of the Service-Linked Assets other than that expressly permitted under the Licence for Use or Service-Linked Assets that in each case are not necessary for the use of the Service is expressly prohibited, and the Institution assumes any liability that may arise from any contrary use. In particular, the Institution shall refrain from the following actions in connection with the Platform or any software of the Service-Linked Assets: (a) decompile, disassemble, reverse engineer, or otherwise attempt to ascertain the source code of the Assets in the non-open source portion, except and only to the extent that applicable law prohibits or restricts reverse engineering limitations (b) modify, adapt, alter or create derivative works of the closed-source portion of the assets (c) allow access to the assets to any third party.

Use of trademarks

Both the Institution and Banco Santander will retain all their rights over their names, trademarks, logos and other assets protected by current legislation regarding industrial property, declaring that they are the owners of them and/or have sufficient title to use and exploit them.

These Terms of Service for Institutions do not imply an assignment, transfer, licence or waiver of the rights that correspond to the Institution and Banco Santander in relation to the assets regulated by the laws that regulate industrial property; each one retaining all rights over them.

Notwithstanding the foregoing, the Institution authorises Banco Santander to use the trademarks owned by the Institution within the Platform for the purpose of identifying it as an Institution associated with the Platform and identifying the Institution's Content as belonging to the Platform. Likewise, the Institution expressly consents to the use of its distinctive signs in any commercial and promotional event related to Santander X. Specifically, Banco Santander may use the distinctive signs of the Institution in any marketing action of Santander X 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 owned by Banco Santander must be previously and in each case expressly authorised in writing by Banco Santander. In any case, any use of the distinctive signs owned by Banco Santander that may jeopardize their integrity or image in any way is strictly prohibited.

Contents of the Institutions

In relation to the Calls and the Institution Content that the Institution may upload to the Platform or generate, such as training programmes or entrepreneurship events, it will continue to be the full owner of the intellectual or industrial property rights that it may hold over them. However, the Institution grants Banco Santander and any other Institution, entity or End User within Santander X, a worldwide, free, non-exclusive license to view and use the entire exploitation rights that are necessary for the Service, for the entire period of validity of the Terms of Service.

For these purposes, the Institution declares and guarantees that it is the sole owner of all intellectual property rights over the Institution Content, or that it is fully empowered and authorized to exploit all rights over them, as well as to grant the rights and licenses related to any possible material and/or content of third parties that appears or is incorporated therein, being,  therefore, responsible for reviewing and obtaining all necessary permissions, licenses, and authorizations to ensure the peaceful use of your Institution Content described in the preceding paragraph. In this regard, the Institution shall hold Banco Santander harmless from any claims arising from non-compliance with the provisions of this section.

15. Digital Services Regulation: Illicit publications, publications harmful to minors and improper uses

15.1 Unlawful publications

It is strictly forbidden for the Institutions to carry out any illegal activity or publish illegal Calls or Institution Content on the Platform, as well as for End Users to carry out any illegal activity, register Entrepreneurial Projects or illicit Companies, provide Entrepreneurship Information or Content of illicit End Users or share illegal Publications in Santander Communities or in a specific Community. In this sense, any activity, Call, Institution Content, Entrepreneurial Project, Company, Entrepreneurship Information, End User Content, Publication or content shared on the Platform that is contrary to the applicable regulations, including the Law of the European Union or the local law of any Member State of the same (hereinafter,  "Unlawful Post(s)"). By way of example, but not exhaustively, content that can be included in the following categories will be illegal, among others: consumer infringements, privacy or data protection infringements, hate speech or incitement, intellectual property or trademark infringements, fraudulent or misleading content, infringements of animal welfare regulations, content with negative effects on electoral or civic processes,  criminal content, content against national security, disinformation, defamation, incitement or threat of violence, promotion of criminal activities that may cause harm to people, animals or property, illegal goods or services, activities related to sexual exploitation and gender-based violence. 

In the event that any Institution, End User or other person considers that an Unlawful Publication has been shared, they may immediately notify Banco Santander through the Illegal Content Report Form  (hereinafter, the "Illegal Content Report Form"). The Form referred to above is permanently available through the above link or on the specific page dedicated to DSA compliance, accessible at the link to the Terms of Service at the foot of the Platform, and within it, in the section "Digital Services Act (DSA)".

The Illegal Content Report Form has several fields that must be completed by providing the necessary information, mainly so that Banco Santander can identify the Illegal Publication and find out why it is considered to be an Illegal Publication. For better case management, Banco Santander recommends filling in all the available fields in as much detail as possible.

15.2 Posts harmful to minors

In addition, all Institutions and End Users agree not to engage in any activity or share any content that may be harmful to minors. The above includes, but is not limited to, pornographic content, violence, content that could encourage the consumption of tobacco or alcohol, drugs or regulated substances, abuse, intimidation, activities dangerous to minors or exposure to topics that do not correspond to them or to dangerous challenges or activities.

Any user may inform Banco Santander of the existence of harmful publications referred to in the previous paragraph, by means of the Illegal Content Report Form (mentioned in clause 14.1), within the category "Content contrary to the rights of minors".

15.3 Management of Illicit Publications and other harmful publications

When the person notifying the alleged illegality or harmful nature of a piece of content has provided a contact email address, Banco Santander will acknowledge receipt of the notification and process it.

Once processed, Banco Santander will inform both the user who made the notification and the End User or Institution that shared or published the reported content of the decision taken in this regard. Both may file a complaint against this decision through Banco Santander's internal complaints management system. For more information on this system, you can consult the "Digital Services Act (DSA)" page dedicated to DSA compliance, in the section "Appeal of resolutions: Internal Grievance System" (see here).

Both notifications sent through the Illegal Content Report Form and possible subsequent complaints submitted through the Complaints System will be reviewed manually. No automated decisions shall be taken or algorithms used in the decision-making process.

15.4 Misuse

When, on a frequent basis, an Institution, End User or any other person makes Illegal Postings, other harmful publications or uses the Illegal Content Report Form without any legal basis (hereinafter, the "Misuse"), Banco Santander may suspend your account and, with it, the enjoyment of the Service.

In any case, the following will be considered Improper Uses of the Service: (i) making at least two (2) Illegal Publications or other harmful publications in a period of six (6) months or (ii) notifying without legal basis at least two (2) contents in a period of two (2) months. In such cases, Banco Santander may suspend the account of the End User or Institution in question and/or restrict access to the Service for a period of between five (5) days and one (1) month, depending on the particularities of the corresponding Misuse. Following the making of the first Unlawful Posting or harmful posting or the first unwarranted notification, Banco Santander will warn the Institution, End User or person concerned that a new Unlawful Posting or harmful posting or a new unwarranted notification, as applicable, may result in the temporary suspension of the Service.

Likewise, the commission of Improper Uses repeatedly may lead to permanent suspension, that is, to the termination of the Service.

16. Confidentiality

The Institution will keep secret the documents and information derived or shared from the contractual relationship that binds it with Banco Santander from the acceptance of the Terms of Service for Institutions, without prejudice to that which may be present on the Platform (the "Confidential Information") and will not disclose any aspect of it to third parties other than those who are part of its management bodies or senior management.  or those acting in their professional capacity in negotiations as legal, accounting, financial or other advisers, unless disclosure is required by any regulatory, investigative or supervisory body or pursuant to any court order.

Likewise, any material, text, image, program, and in general, any content sent by End Users through the Platform for participation in a program, event or prize will be considered Confidential Information, being totally prohibited its disclosure, communication, access to any third party, unless expressly authorized by the End Users or that is expressly included in the Legal Conditions of the Call.

The Institution shall protect against unauthorized disclosure, ensuring the integrity of its commercial or business value, the Confidential Information using the same degree of care (at least a reasonable degree of care) as is required to preserve and safeguard its own confidential information of a similar nature.

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

·       Information that is in the public domain on the date of this document or that subsequently becomes in the public domain, provided that this circumstance has not occurred due to a direct or indirect breach of the confidentiality obligation established in this clause.

·       Information that may be legitimately obtained from a public record or from any other source, without restriction of use and without breach of any obligation of confidentiality.

·       Information that, prior to its dissemination, was already legitimately in the possession of the other party, without any restriction as to its use, provided that this circumstance is justified.

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

·       Inform the owner of the affected Confidential Information, in writing, as soon as possible and, in any event, before disclosing the Confidential Information, attaching copies of the relevant documents and information to the notification, so that it may take such measures as it deems appropriate to protect its rights and the Confidential Information.

·       Agree with the owner of the affected Confidential Information on the Confidential Information to be disclosed, unless it has been determined by the authority that requires delivery.

·       The content of press releases or advertising, commercial or similar communications, regardless of the means by which they are disseminated, will be agreed with the owner of the Confidential Information concerned in writing before their issuance or disclosure.

17. Duration and Termination

These Terms of Service for Institutions will become applicable from the moment of their acceptance by an Administrator and will end (i) when the Institution unsubscribes from the Platform (which it may do so at any time and without the need to give any reason), (ii) when we are forced to unsubscribe from the Institution,  which may occur if the Institution fails to comply with any of its obligations under these Terms of Service for Institutions or any provision of applicable law and, upon notice from us, persists in its breach after thirty (30) days from the date of notification or (iii) when the Institution repeatedly engages in Misuse. Finally, we may also terminate the Services generally or with respect to a particular Institution for other reasons, although in such a case we will give the Institution reasonable notice in advance.

Similarly, in relation to Institution Users, these Terms of Service shall become enforceable and terminate as indicated in the preceding paragraph and, in addition, shall also terminate when the Institution withdraws their permissions to act on their behalf.

In practice, termination of these Terms of Service, with the consequent removal of the Institution from the Platform, means that we cancel the registration of all Institution Users and that we delete any Call and Institution Content or other element related to the enjoyment of the Service by the Institution. In the event that the Institution has Calls for Proposals whose term has not expired, Banco Santander will allow and the Institution must inform the registered End Users of the cancellation of such Calls.

In addition, as appropriate, unsubscribing from the Platform will also imply unsubscribing from the Santander Communities and the specific Communities in which the user participates.

In any case, it is agreed that the termination of the Terms of Service for Institutions does not exclude the application of the same to issues or claims that may arise subsequently between Banco Santander and the Institution in relation to the Services.

Upon termination of these Terms of Service for Institutions, the Institution will immediately return to Banco Santander or destroy in certified form all Confidential Information in its possession or control.

18. Subcontracting

Banco Santander may rely on 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 the like.

19. Data protection

Institution User Data

The use and processing by Banco Santander of the personal data of the Institution Users who act on the Platform on behalf of the Institution will be governed by the provisions of the Institution Users Privacy Policy, which must be read by the Institution Users when accessing the Platform for the first time.

End User Data

The Institution must comply with the provisions contained in the General Data Protection Regulation 679/2016 (GDPR) in relation to the personal data of End Users that it may receive in the context of the Service from Banco Santander, which will happen when End Users register for its Calls. Specifically, under these Terms of Service for Institutions, you agree to:

·       Comply with the obligations set out in the GDPR as a data controller, as a result of the acquisition of this consideration after receiving the data of End Users. The above includes compliance with the duty of information.

·       Allow the exercise of the rights of access, rectification, deletion, portability, limitation of processing and opposition by the owners of the transferred data.

·       Ensure the application of appropriate technical and organisational measures to ensure a level of security appropriate to the risk.

·       Respect the confidentiality of the data obtained as a result of the adhesion, not disclosing them or making them available to third parties, unless required by a Court or Supervisory Authority.

Banco Santander declares the lawful origin of the personal data that will be communicated to the Institution, guaranteeing that they have been obtained in compliance with the requirements established in the GDPR and that the transfer of data to the Institution is lawful.

Processing order

In relation to the steps taken by the Institution to complete the process of processing its Programmes or Courses with Limited Places on the Platform, Banco Santander will have the status of data processor, as the entity that offers the Platform. In relation to the foregoing alone, Banco Santander is subject to compliance with the following obligations:

• When acting as a data processor, access only User data to allow the Institution to usethe Platform as a tool that the Institution uses to complete the selection processes related to its Programs or Courses with Limited Places.
  • In particular, you will be able to access the following categories of users: User/University
  • In particular, you may access the following types of personal data of the data subjects indicated above: (i) Identification data; (ii) Data relating to personal characteristics; (iii) Data relating to personality; (iv) Academic and professional data; (v) Employment data
• To carry out only the following processing activities: collection, registration, structuring, modification, conservation, extraction, consultation, comparison and access.
• Ensure that individuals who may access user data have made confidentiality commitments in relation to the personal data they may process.
• When any User or interested party exercises the rights of access, rectification, deletion and opposition, limitation of processing, data portability and not to be subject to automated individualised decisions, before Banco Santander, to manage the response to such rights, always limited to the processing carried out on the Platform, directly.
• Assist the Institution in carrying out impact assessments and prior consultations, when mandatory in accordance with data protection regulations.
• Only use subcontractors who have accepted the same obligations as those set out in this paragraph, and, in the event that international transfers are to be made to these subcontractors, that they are based on appropriate safeguards, such as an Adequacy Decision, on the signing of Standard Contractual Clauses (applying additional measures,  if necessary) or in Binding Corporate Rules.
• Provide the Institution with additional information, upon request, on the identity of the subcontractors and the international transfers made.
• Allow and contribute to the performance of audits or inspections. This obligation shall be deemed to have been fulfilled when Banco Santander provides the Institution with an audit report carried out by Banco Santander or by third parties contracted by it.
• Notify the Institution of any security breach in relation to its Programs or Courses with Limited Places that affects the personal data of Users enrolled in them.
• Adopt the security measures described in these General Terms and Conditions of Use.
• Destroy the data of the management of the Programs or Courses with Limited Places upon termination of the General Conditions of Use, without prejudice to the subsequent conservation that may be necessary for the formulation, exercise or defense of potential claims whenever permitted by applicable legislation, or to make the data available to judges and courts,  the Public Prosecutor's Office or the Public Administrations.
• The duration of this processing assignment will be that agreed with the Institution so that it can manage the call for the Programme or the Course with Limited Places in question, as well as the subsequent period required by the Institution for the management of the procedures subsequent to the call.

In the event that Banco Santander is claimed and has to face any kind of liability, whether administrative or compensatory, for processing activities concerning the Institution, Banco Santander may claim from the Institution in the process of return, which must indemnify Banco Santander for the damages suffered.

Any concepts used in this clause shall be interpreted in accordance with the definitions provided for in Regulation (EU) 2016/679, General Data Protection.

Responsibility

The Institutions undertake to comply with the provisions of these Terms of Service of Institutions and the applicable regulations on the protection of personal data, answering each of the infractions and breaches in which they incur. They will also be liable for any damages caused to Banco Santander in terms of data protection, including, but not limited to, any sanctions, fines, compensation, damages, interest, moral damages, image damages or any other type that Banco Santander may suffer as a result of them, in accordance with clause 8 of these Terms of Service.

In any case, the Institution must hold Banco Santander harmless against any judicial, extrajudicial or administrative claim, procedure or file that may be filed, initiated or initiated against them due to non-compliance by the Institution with the commitments assumed herein or with the applicable Spanish regulations on data protection. As a result of this obligation, it must compensate Banco Santander for all damages that such claims, proceedings or proceedings may cause, including, but not limited to, any penalties, fines, compensation, damages, interest, moral damages, image damage or any other type that it may suffer as a result thereof.

20. Security

The Platform has security measures in place in accordance with market standards aimed at protecting the Service. The Institution may request detailed information on these measures through our contact details.

21. Modifications

We may modify the Terms of Service for Institutions at any time, but if the change is material, we will notify the Institution by email (to the email address provided by any Administrator) and/or through pop-up notifications on the Platform of the date on which the new version will become applicable. We will do this with reasonable notice, so that if the Institution does not agree with the modifications we make, you can stop using the Service. We will understand that the Institution or Institution Users accept the new version of the Terms of Service for Institutions if you continue to use the Service.

The modifications will not be retroactive.

22. Separability

A declaration of invalidity of any provision of these Institutional Terms of Service shall not affect the remaining provisions, which shall remain enforceable to the extent possible. The affected clause or clauses will be replaced by another or others that are as similar as possible and preserve the effects sought by the Terms of Service for Institutions.

23. Jurisdiction, applicable law and out-of-court resolution

Banco Santander and the Institution undertake to negotiate in good faith the resolution of any controversy, claim, question or disagreement related to these Terms of Service for Institutions or their compliance, breach, resolution or interpretation. In particular, they will try to resolve the conflict through the people who manage the dialogue with the other party and, in the event that it is not possible to resolve the dispute, it will be escalated and tried to be resolved by managers of each party.

Any dispute arising out of these Terms of Service for Institutions that relates to these Terms of Service for Institutions that cannot be resolved in accordance with the procedure described in the preceding paragraph, including any question regarding their existence, validity, interpretation, performance or termination, shall be resolved in accordance with Spanish law and before the courts of Madrid.

Finally, the Institutions are informed that they also have the right to elect any duly certified out-of-court dispute resolution body to resolve disputes relating to decisions issued under the Complaints System described in clause 14. However, Banco Santander will not be bound by the decisions adopted by these bodies.

Last updated: 10/07/2025