Thanks for choosing the Latch Service for Developers.
Telefónica Digital España, S.L.U., is a Spanish
company with CIF B-86362886 and corporate address in Madrid, Ronda
de la Comunicación, s/n, Edificio Central, Distrito C (referred to
as “TDI” or We). TDI is the holder of the
Latch Service for Developers (the “Service”), and this
is our Latch Service Agreement for Developers (“Service
2 What the Service Agreement Covers
This is a legal contract between you and TDI. By using or
accessing the Service, you confirm that you agree to these terms,
use the Service.
These terms apply to the Service and to
any update, releases, upgrades, future versions, supplements or
associated components and printed material and/or online or
3 Using the Service
The Service may not be valid for any online service and we may deny
account sign-up based on your location or other reasons. You must
not attempt to work around any such limitations in the Service.
The Service is intended for you to add an extra level of security to
your online services or websites. Integrating Latch with your online
service will allow your end users to temporarily lock the service
account, or the service features you define, when they don´t use
them. Latch helps you reduce the risk of attacks directed to your
online services reducing the time the services are accessible.
The Latch service is offered to your end users through smartphone or
tablet applications (such as Latch for Android, Latch for Windows
Phone or Latch for iPhone). In order to be able to lock or unlock
your online service account, or the service features you define,
your end users need to download a proprietary TDI Latch
application from an authorized application store, to a mobile device
provided it is listed on the relevant webpage latch.elevenpaths.com as a
supported device and operating system version.
the Service, you must comply with this contract, all applicable
laws, and other notices we provide. You may not use the Service in
any unauthorized way that could interfere with anyone else’s
use of it or to gain unauthorized access to any service, data,
account, or network.
You may start using the service as
soon as you have finished the sign-up process.
report any illegal or inappropriate use of the Latch Service for
Developers at email@example.com.
3.1. Prohibited Uses
You will not integrate the Latch Service with online services
or websites, that:
- Incite, advocate, or express obscenity, vulgarity,
profanity, hatred, bigotry, racism, or gratuitous violence;
- Misrepresent another individual or entity;
- Are intended to harm or exploit minors in any way;
- Are illegal or violate any applicable local and national
laws; including but not limited to child pornography, bestiality,
incest, illegal drugs, software piracy, and harassment;
- Threaten, stalks, defames, defrauds, degrades, victimizes,
or intimidates an individual or group of individuals for any
reason; including on the basis of age, gender, disability,
ethnicity, sexual orientation, race, or religion; or incites or
encourages anyone else to do so;
- Harm or disrupt, or intend to harm or disrupt another
user's computer or would allow you or others to illegally access
software or bypass security on Web sites, or servers, including but
not limited to spamming;
- Promote or otherwise facilitate the purchase and sale of
ammunition or firearms;
- Provide or create links to external sites that violate this
You can access the Latch service through any of our Subscription options. The different subscriptions
are based on the consumption of the service, calculated in relation to the number of accounts of an
online service or website that pair the Latch service with that online service or website.
Each subscription option entitles you to different consumption limits, service levels, support options
and available Latch features. The Latch website (https://latch.elevenpaths.com/www/subscription.html)
provides information on the subscription options for the service, as well as on the prices and payment
conditions, which can generally be classified as follows:
Free service: free service limited to a specific number of accounts ("Account quota") and with limited
Premium service: subscription service based on payment of a fee that grants a license to use the service
for a given number of accounts and gives access to certain features for a specific period of time. The
different options of the Premium service and the features of each one and their prices are detailed on
the Latch website. Total payment of
the fee for
the period is made at the time of purchase. At the end of the initial period, the subscription is
renewed automatically and for the same period of time, unless you choose not to renew it, in which case
you can access the My Subscription page in your private area of the portal for Latch Developers
and select the option to cancel the subscription at least 24 hours
prior to renewal.
The Premium Service is hereinafter referred to as “Paid Subscriptions”.
With respect to any offerings available free of charge, provisions in this agreement with respect to
pricing, cancellation fees and payment do not apply.
A single company will not be allowed to create different developer accounts for the same online service.
In this case, We will be able to cancel the Service.
3.3. Limited Offers
If you are accessing the Service through some limited offer
which you received or purchased from TDI (“Limited
Offer”), this Service Agreement apply to your access to the
Service. Any separate sets of terms and conditions presented to you
along with Limited Offer also apply to your access to the Service
using the Limited Offer.
From time to time, we may offer trials of a Paid Subscription for a specified period without payment (a
“Trial”). TDI reserves the right, in its absolute discretion, to determine your eligibility for a
Trial, and to withdraw or to modify a Trial at any time without prior notice and with no liability.
For some Trials, we’ll require you to provide your payment details to start the Trial. At the end of
such Trials, we may automatically start to charge you for the Paid Subscription on the first day
following the end of the Trial. By providing your payment details in conjunction with the Trial, you
agree to this charge. If you do not want this charge, you must change your Subscription to the Free
Service through the setup options on the My Subscription page in your private area on the Latch website.
4 Pricing, Payments, Renewals, and Taxes
4.1. Pricing and payment
The prices and the methods of payment for the Service are available on the Latch website. Total payment of the
fee for the period is made
at the time of purchase. The payments are due and must be made according to the payment option you
select for the service.
The applicable price will be based on actual usage as set out in section 3.2, and is subject to change
at any time through notice given at least 30 days prior to its effective date. The new terms and
conditions will apply as of that date to all the users who do not cancel the service on that date.
Notwithstanding the foregoing, we can inform of changes to these terms and conditions by sending an
alert to the e-mail address or cellphone number provided by the user during the registration process or
on a later date.
You can update your subscription at any time by signing up for a license or type of subscription that
enables a higher (upgrade) or lower (downgrade) number of accounts. In the case of an upgrade, the price
payable for the update will be calculated based on the moment of the contractual period in which it is
done. Before making the purchase you will be informed of the update's price and the license's new
validity period. In the case of a downgrade, no refund will be made and you will be informed of the
license's validity period before the downgrade takes place. You should check the prices and validity
periods on the page https://latch.elevenpaths.com/www/subscription.html.
Paid Subscriptions will be renewed automatically at the end of the period, unless you specify otherwise
on the My Subscription page in your private area on the Latch website https://latch.elevenpaths.com/www/
up to 24 hours prior to the expiry of the period. By default, the same number of accounts contracted in
the previous period is renewed. You can choose to increase or reduce the number of accounts contracted
in your license for the next renewal.
If the subscription is renewed for a license that allows for a lower number of accounts than the license
for the previous period (license downgrade), the use of Latch will be automatically limited to the
number of accounts allowed by the new license. If your service has a number of paired accounts which is
higher than the number allowed by the license, the last accounts that have been paired and exceed the
account quota will be disabled automatically (the latches will remain unlocked and the user may not
change their status).
For free Subscriptions, renewal is unnecessary because your ability to use the Service will continue
until the applicable User Quota or the API query limit is reached.
Trial Subscriptions cannot be renewed.
As stated on the website, the prices posted will be increased by the applicable VAT rate and can be
checked duly broken down before signing up for the Service when you indicate your place of residence.
You must pay any value-added, sales and other taxes on goods and services owed in relation to any Paid
Subscription under this agreement and which may be collected under applicable law. You are responsible
for paying applicable stamp duty and any other tax you are legally required to pay. We will bear all
taxes related to our net income and property rights. If it is necessary to withhold taxes on your
payments to us, you must deduct such taxes from any amount you owe us and pay it to the competent tax
authority, as long as you can secure and provide an official receipt for such withholdings and other
documents we may request to claim a refund or foreign tax credit. You must make sure that all taxes
withheld are reduced as far as possible in accordance with applicable law.
4.4. Payments, cancellations and period of reflection
When you buy a Paid Subscription, you are consenting to TDI storing your payment details. Moreover,
you agree to pay the applicable prices in relation to the Paid Subscription plus all applicable taxes,
and pay us back all costs and late payment interest at the legal rate published each year on the Spanish
Budget Act for any overdue and unpaid amounts. Failure to fulfill your payment obligations may result in
termination of your subscription. Depending on the place where the transaction is made, the type of
payment method used and the place where your payment method is issued, your transaction with us may be
subject to rates for foreign currency exchange or price differences resulting from application of the
TDI does not support all payment methods, currencies or territories for making payments. If the
payment method you use to carry out business transactions with us, for example, a credit card, has
expired and you fail to edit the information related to your payment method or cancel your account or
the Paid Subscription, you authorize us to continue billing you using that payment method and you take
full responsibility for the amounts owed and not collected. Your obligation to pay the rates continues
to be in force until the end of the subscription period during which you cancel your subscription. All
applicable taxes are calculated based on the billing information you provide us before you buy the
subscription. In addition, if you need a printed invoice reflecting your transaction with us, you can
access the invoice through your Latch account setup in the menu "My Subscription -> Billing Information"
on the portal for Latch Developers. For more information, please check with our Customer Support service
You can cancel your Paid Subscription on the Latch website at any time. No cash penalty will be applied
for cancellation. At the time of cancellation you can decide whether you want to cancel the subscription
at that very moment or at the end of the subscription period. No refund will be made if you cancel the
subscription before the end of the validity period. Once the Service is canceled, the Latch protection
will be disabled automatically for the users of that service (the latches will remain unlocked and the
user may not change their status). The user will receive a notification informing of the disabling.
If you are a user, a resident in a European Union country and you have bought a Paid Subscription, you
are entitled to change your mind and receive a full refund within fourteen (14) days of the date of
purchase (the “Period of reflection”), but only if you have not started to use the Service; if you have,
no refund will be made.
5 Registration and Data Protection
To create a new Latch Developer account, or to upgrade to it from a Latch user account, you must provide
us with your user name, email address, a password, personal or company identification number and your
address. In accordance with Law 15/1999, of Protection of Personal Data, we inform you that the personal
data will be contained in a file owned by TDI in order to manage your Web site registration and access
to the private area, keep in touch with you, and if necessary, manage purchase requested, and they won't
be communicated to third parties in any case, except provided by law.
When you sign up for a Paid Subscription, your credit card information and other financial data that we
need to process your payment are collected and stored by third party payment processors. TDI may
collect some limited information, such as your email, mobile number and details of your transaction
history. In addition, the third party payment processors generally provide us with some limited
information related to you, such as a unique token that enables you to make additional purchases using
the information they’ve stored. If you choose to pay by invoice, TDI may need to collect additional
information, like your name, date of birth, address and phone number to enable credit checks and send
In any event, you guarantee and are liable for the truthfulness, accuracy, validity and authenticity of
the personal data you provide and you agree to keep such data up to date. Moreover, you guarantee that
you have the legal capacity to act as a user, and if you are acting on behalf of a legal entity, you
acknowledge that you have the legal capacity to enter into agreements or are duly represented, and you
also have sufficient powers to bind the entity you represent.
In accordance with Law 15/ 15/1999, of Protection of Personal Data, you may exercise your rights of
access, rectification, cancellation and, where appropriate, opposition by submitting a letter,
accompanied by a photocopy of your ID, to the following address: Telefónica Digital España, S.L.U,
Distrito Telefónica Oeste 3, floor 3. Ronda Comunicación s/n. CP 28050 Madrid (Spain); or by sending an
e-mail to firstname.lastname@example.org.
have read and you accept, or contact TDI at email@example.com.
6 Your Service Account
Your account's credentials can only be used: (i) by yourself and (ii) by the persons authorized by you,
in which case you are required to inform such persons of the obligations arising from these terms and
conditions; in any event, you are responsible for the acts and/or omissions in the use of such
credentials by the persons you authorize. You are responsible for keeping your account's credentials and
not disclosing them in order to prevent unauthorized access.
Should a third party, one of your providers, provide support for your end users, you are required to
ensure that the third party complies with, and accepts in writing the terms and conditions of this
“Service Agreement”, and you are also responsible for non-compliance by the third party.
If you suspect that your account is being misused or the security of the service is being breached, you
must contact TDI immediately. You are responsible for all activities carried out in your service
7 Internet Access May Be Required
To access the service by means of a cellular data connection
on a portable device (such as a Windows Phone), you will need a data
access plan from your wireless carrier. In order to access the
service via WiFi or Internet connection, you will need a compatible
device, software, browser and Internet access. Check with your
provider to learn if any fees apply. You are solely responsible for
any fees or costs you incur to access the services through any
wireless or other communication service.
8 Your Online Service Data
Latch is an extra layer of security implemented over online
services or websites. It is independent of the specific
functionality offered by the online service or website where you
implement it. TDI holds no responsibility over your online
service or website.
8.1. The information we collect, how we use it and how we
Latch does not store or handle any of your end users´ private
information related to your service. We collect information related
to your end user´s use of the Latch service (such as the number of
times they lock or unlock your service) as well as the number of
valid and invalid attempts to access your service. We will share this information with the end users at
individual level and with you in the form of statistics, using aggregate and anonymous information, or
in any other format that does not reveal the identity of your end users.
We don´t store any information about your online service´s operation or
authorization systems and processes. Anytime your service requests
the status of any Latch user, we just store:
- Account identification
- Date and time
- Status (on/off)
Upon expiry of this Service Agreement, we will retain aggregate and anonymous information about your
Service (such as the use of Latch in your service, statistics on access attempts, etc.). . This
information will be
kept in a format which does not reveal your service, web site or any
of your user´s identity.
Your information will be
processed in a confidential way and shall will not be disclosed to
any third party, except for these limited purposes:
to fulfill the requirements set out by law,
or respond to summonses related to legal processes, including government and legal agencies,
or to bring (or look into the possibility of bringing) legal actions, including but not limited to
those necessary to protect the rights or property of TDI or of our clients, including the
application of the terms that govern the use of the services.
9 Use of your logo or trademark
When you create your Application in the Latch service, we request you an image file with your logo or
service trademark. This image is used to identify your service or website in the Latch mobile app
dashboard services list. Including your logo or service trademark enhances your service, making it
easier for end-users to find it in their dashboard. While it is optional to add an image to your
Application, we strongly recommend treating it as required. By signing up to this agreement, You give
TDI a royalty free, worldwide license to use your logo or trademark for the purposes of the Service.
You declare that you have all rights in relation to such brand and hold TDI harmless against any
damage arising from its use by TDI (or by third parties authorized by TDI).
9.1. Images Policy
- You are responsible for the images you submit.
- When you submit artwork, only submit images you can legally
- Images cannot contain any of the following:
- Website addresses
- The words “Latch”, “ElevenPaths”
or “Telefónica Digital España, S.L.U”
- References to illegal drugs, profanity, or violence
- Images or language that could be construed as racist,
misogynist, or homophobic.
- Imagery depicting sex, violence, gore, drugs, explicit
language, or hate themes, and in general any illegal image.
- Nazi symbolism restricted by the Strafgesetzbuch section
86a, if the content is visible in DE, AT, or CH
- Images that do not meet this guidelines, or do not meet our
presentation standards, will not be used.
10 Latch SDKs, Plugins and Documentation
We provide different SDKs, plugins and documentation
(“Resources”) to help you integrate the Latch service
with your online service or website.
10.1. SDKs & Plugins License
All the Resources are licensed under the open source LGPL 2.1.
license unless otherwise stated on the Latch webpage, and governed
by the terms of LGPL 2.1 license and this Service Agreement.
Resources licensed under proprietary license are governed by the
terms of their specific software license and this Service Agreement.
10.2. Use of the SDKs & Plugins
Without limiting the foregoing, unless otherwise stated by a
specific license, you may not:
- Sell access to the Resources or distribute the Resources
packed with adware or toolbars installers;
- Use the Resources and any metadata made available via the
Resources for any purpose which is unlawful, defamatory,
threatening, discriminatory, harassing, abusive, hateful,
infringing of the rights of others or damaging to TDI
- Disable or otherwise interfere with the proper functioning
of the Resources or the metadata made available via the Resources;
- Make service calls via the Latch API in a quantity or
manner that is not reasonably necessary to exercise your rights
under this Agreement
10.3. Support and Modifications
In order to ensure continual improvement of the Service, TDI reserves the right to provide you with
support or make changes to the Resources at its sole discretion, and also to stop providing them,
without notice and without incurring any responsibility in this regard. Moreover, TDI reserves the
right to present new versions of the Resources and ask you to use such updated versions. Continued use
of the Resources by you after an updated version is launched will indicate your acceptance of the
changes made to the Resources. In addition, and given the impossibility of maintaining different
versions of the Resources, after a certain period from the posting of an update, the old versions will
no longer be supported and/or may limit the use of certain functions. For this reason, when posting a
new update, TDI may indicate the deadline by which you must start using the amended version; after
this deadline, if you are using an obsolete version, you may experience limitations in the use of the
Service, and TDI accepts no responsibility in this regard, as it entails your failure to meet the
The Resources are currently provided for free, but TDI
reserves the right to charge for new Resources developed or for
future updates to existing resources.
You have no obligation to give us any suggestions, comments or
other feedback (“Feedback”) relating to the Resources.
However, we may use and include any Feedback that you voluntarily
provide to improve the Resources and/or any other of our products,
services, or technologies. Accordingly, if you give Feedback, you
agree that we may freely use, reproduce, license, and distribute
such Feedback. You also agree not to provide Feedback that you know
is subject to any intellectual property claim by a third party or
any license terms that would require products or services derived
from that Feedback to be licensed to or from, or shared with, any
11 Support Services
Support for the Service will be provided through the online help
documentation on the Latch webpage or you may contact TDI
through the following address firstname.lastname@example.org
or any other address stated by the web page (latch.elevenpaths.com),
informing us about any error occurred. TDI will make
reasonable efforts to provide you with support services. To the
extent maximum permitted under the applicable law, these are the
only support obligations to which TDI is committed under this
Paid Subscriptions may entitle to
additional support options as stated on the Latch web page.
12 Contributions to TDI
By submitting ideas, suggestions, documents, or proposals
("Contributions") to TDI through its contact or
feedback webpages, you acknowledge and agree that: (a) your
Contributions do not contain confidential or proprietary
information; (b) TDI is not under any obligation of
confidentiality, express or implied, with respect to the
Contributions; (c) TDI shall be entitled to use or disclose
(or choose not to use or disclose) such Contributions for any
purpose, in any way, in any media worldwide; (d) TDI may have
something similar to the Contributions already under consideration
or in development; (e) you irrevocably non-exclusively license to
TDI rights to exploit your Contributions; and (f) you are not
entitled to any compensation or reimbursement of any kind from
TDI under any circumstances.
13 How we May Change the Contract
We may amend this agreement, in which case we will inform you by posting the new terms and conditions,
which shall apply 15 calendar days after their posting. If you do not consent to the changes, you must
cancel your subscription and stop using the Service. If you continue using the Service after the
aforementioned deadline, the new terms and conditions will apply to you.
14 Changes to the Service
We continuously work to update, improve and expand the Service and
may change the Service at any time.
When we make changes to the Service that we consider material, we’ll notify you through the Service or
the Latch website. We may modify, replace, refuse access to, suspend or discontinue the Service,
partially or entirely, or change and modify prices prospectively for all or part of the Services for you
or for all our Developers in our sole discretion. All of these changes shall be effective 15 days upon
their posting on the Latch web site or by direct communication to you unless otherwise noted. By
continuing to use the Service after those changes are made, you are expressing and acknowledging your
acceptance of the changes.
The Service Agreement is effective until terminated by you or
TDI. Your rights under this Service Agreement will terminate
automatically without notice from TDI if (i) you fail to
comply with any terms of this Service Agreement (ii) TDI
determines, in its sole discretion, that the provision of the
Service to you is prohibited by applicable law or has become
impractical or unfeasible for any legal or regulatory reason, (iii)
TDI determines, in its sole discretion, that you, are using
the Service or are acting in such a way that the Service granted to
other clients or any infrastructure related to the Service are
adversely affected or (iv) TDI determines, in its sole
discretion, that your use of the Service poses a security or service
risk that may be subject TDI or third party to liability.
Upon the termination or expiration of this Service Agreement,
- Application License will automatically and immediately
- You will immediately cease and desist from all use of the
Service in any way; and
- You must uninstall and destroy all copies of the
Application in your possession and, if requested by TDI,
provide a written certification executed by you or any of your
authorized representatives certifying such action.
16 Intellectual Property Rights
The Service is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and
All title, including but not limited to
copyrights, names, trademarks, trade names, service marks or any
other identifying characteristics, in and to the Service and any
copies thereof are proprietary intellectual property owned by
TDI and/or its suppliers.
This Service Agreement only
grants you the limited right to use the Service under the terms and
restrictions specified in this Service Agreement. You do not, and
will not, acquire any other right, title or interest in any Service,
which will at all times remain the exclusive property of TDI
or the applicable third party licensor to TDI.
title and intellectual property rights in and to the content which
may be accessed through use of the Service is the property of the
respective content owner and may be protected by applicable
copyright or other intellectual property laws and treaties. This
Service grants you no rights to use such content. All rights not
expressly granted are reserved by TDI.
acknowledge and agree that TDI shall be the sole owner of any
enhancements, updates, or derivatives of the Service which are
developed by TDI during and after the term of this Service
Agreement. Without limiting the foregoing, you expressly acknowledge
and agree that TDI shall be the sole owner of any
newly-developed intellectual property including but not limited to
(i) newly-developed, revised, or modified source code and (ii)
inventions where such are related in any way to the Service or
TDI’s general business, regardless of whether such are
developed, revised, or modified in response to your requests,
suggestions, or ideas, even if performed and paid for by you. During
the term of this Service Agreement and thereafter, you shall not
assert the invalidity of the TDI intellectual property right
over the Service, or contest TDI’s right, title or
interest therein and thereto, and you shall not cause, influence, or
assist in any manner whatsoever, any other party to make any such
assertions or contest.
TDI, and its licensors,
reserve the right to change suspend, remove, or disable access to
the Service at any time without notice. In no event will TDI
be liable for the removal of or disabling of access to the Service.
TD&P may also impose limits on the use of or access to certain
functionalities of the Service, in any case and without notice or
17 NO WARRANTIES
TDI expressly disclaims any warranty for the Service. You
expressly understand and agree that the use of the Service is at
your sole risk. To the maximum extent permitted by applicable law,
the Service and if applicable, any services provided under the
Service, is provided 'As Is' and “As available” basis,
without any express, statutory or implied warranty of any kind,
including but not limited to any warranties of merchantability, of
satisfactory quality, accuracy, of quiet enjoyment, no infringement,
or fitness of a particular purpose, including also without warranty
that the Service will meet your requirements or the use of the
Service or any services or functionalities provided through it shall
be uninterrupted, timely, secure or error free or that the results
that may be obtained from the use of the Service will be accurate or
reliable, that the quality of the Service will meet your
expectations or that defects in the Service will be corrected.
TDI does not warrant or assume responsibility for the accuracy
or completeness of any information, documentation, text, graphics,
links or other items contained within the Service or any information
advice contained in any of such information, documentation, text,
graphics, links or other items shall create a warranty. TDI
makes no warranties respecting any harm that may be caused by the
transmission of a computer virus, worm, time bomb, logic bomb, or
other such computer program. TDI further expressly disclaims
any warranty or representation to any third party. Should the
Service prove defective, you assume the entire cost of all necessary
servicing, repair or correction. Some jurisdictions do not allow the
exclusion of implied warranties or limitations on applicable
statutory rights of a consumer, to the above exclusion and
limitation may not apply to you.
You agree to hold harmless
and indemnify TDI and its subsidiaries, affiliates (including
any entity within Telefónica Group) officers, agents, employees,
advertisers or partners from and against (i) any third party claim
arising from or in any way related to your use of the Service
against this Service Agreement (ii) any and all damage as a result
of the violation by you of any applicable regulation and law or as a
result of any other action connected with the use of the Service,
(iii) any and all claims against TDI made by third parties
related to any services, content or otherwise provided or sent by
you using the Service or (iv) any and all damage to any equipment
belonging to TDI or any other Telefónica Group company caused
by your breach of this Service Agreement; including any liability or
expense arising from all claims, losses, damages (actual or
consequential), suits, judgments, litigation costs and
attorneys’ fees, or every kind and nature. In such case,
TDI will provide you with written notice of such claim, suit
Third-party programs and devices that connect
with the Service are not endorsed or warranted by TDI.
18 LIMITATION OF LIABILITY
TDI does not guarantee the availability and/or continuity of the Service. Neither does it guarantee
that its operation will be uninterrupted or free from defects, errors or viruses, or that the usefulness
of the Service for any particular activity will be ensured. To the extent possible, TDI may inform its
users of possible Service interruptions. You accept that the use of the Service is at your own risk.
Under no circumstance will TDI be held liable for any consequential damages, lost profit, loss of
expected profit, business interruption or loss of information, or with regard to any applications or
services used in relation with the Service, or as a result of the use or impossibility to use the
Service (including its unavailability). Moreover, TDI's sole and maximum financial liability vis-à-vis
you and any other party claiming on your behalf or in relation to this agreement shall be limited to the
amount you paid under this agreement over the 12-month period prior to the date on which the damage was
You undertake to treat as strictly private and confidential and not to disclose to third parties any
information, data, news or document in any medium relating to the Service which it obtains or receives
as a result of entering into or performing this Service Agreement (the “Confidential Information”).
The undertaking set out in the paragraph above will not be deemed to be breached if information, news,
data and/or documents are already in the public domain when disclosed or the disclosure of such
information is required by law or an authority orders the total or partial disclosure of the
For the purpose of this section, Confidential Information also includes TDI's system and any document,
commercial offer, order or submission made by TDI to you related to the technology of TDI's business
partners, as well as clients, business plans, promotional and marketing activities, finances and other
The confidentiality obligations established herein shall survive termination of the Service Agreement
and shall continue until any of the exception included in this section applies.
If any you are required by statute, applicable law or regulation or by legal or regulatory authority,
process or proceeding to disclose any Confidential Information, you shall provide TDI with a
reasonably adequate notice (if permitted by law, regulatory or the relevant authority) of such
requirement so that the affected party may timely seek a protective order or other appropriate remedy or
waive compliance with the terms of this section. You also agree to cooperate with TDI in its efforts
to so obtain such a protective order or other remedy. In the event that such protective order or other
remedy is not obtained, you shall permit hereunder to furnish only that portion of the Confidential
Information that it is advised by opinion of counsel it is legally required to disclose and shall
exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such
We may send you, in electronic
form, information about the Service, this Service Agreement,
additional information, and information the law requires us to
provide. You consent to TDI providing you
required information by e-mail at the e-mail address you specified
when you signed up for your Service. It is your responsibility to
keep your email address current. Notices emailed to you will be
deemed given and received when the email is sent, whether or not you
actually receive the email. If you don't consent to receive notices
electronically, you must stop using the Service.
You may notify us for
questions regarding this Service Agreement or the Service through email@example.com.
Any question or query related to the Service support services
process shall be made to the contact details described in section 11
21 Governing Law
This Service Agreement will shall be governed by Spanish Law.
Unless otherwise prohibited by the applicable law, the parties agree
to submit any disagreement in the interpretation and execution of
this Service Agreement to the courts and tribunals of the city of
22 Assignment and Subcontracting
You may not assign this Service Agreement or otherwise transfer any of your rights or obligations, the
licenses or any other right without the prior written consent of TDI, except in those cases authorized
in this Agreement.
TDI, upon prior, written notice (including by email) to you and without your consent, assign or
otherwise transfer this Service Agreement to a third party, whether a member of the Telefónica Group or
not.TDI, upon prior, written notice (including by email) to you and without your consent, assign or
otherwise transfer this Service Agreement to a third party, whether a member of the Telefónica Group or
TDI may at any time subcontract part or all of its obligations hereunder.
TDI may use your name and/or logo in a list of customers
used in marketing materials provided you give your consent to
TDI by email upon the TDI relevant request.
The failure or delay by either party to this Service Agreement
to exercise or enforce any right, power or remedy under this Service
Agreement shall not be deemed to operate as a waiver of any such
right, power or remedy; nor shall any single or partial exercise by
any party operate so as to bar the exercise or enforcement thereof
or of any right, power or remedy on any later occasion.
25 Entire Agreement
This service agreement, any addendum or amendment to it, are
the entire agreement for the Latch Service Agreement for Developers
(including the Support Services).