Terms & Conditions

Terms and conditions of the Nearscreen.com (GVAX SA) online website

1. Applicability

The present general terms and conditions of GVAX SA, Route des Acacias 32, 1227 Geneva (hereinafter referred to as "GVAX") govern the use of the GVAX SA online site, by name Nearscreen.com, Sso.nearscreen.com, App.nearscreen.com, Swiss-QR-Bill.app, Kopitz.com, Latinofanzone.com, Copaamerica2024.bet, Copaamerica2024envivo.com, Copaamerica2024.live, Copaamerica2024live.com, Dev.gvax.tv and Gvax.tv (hereinafter referred to together or individually as "Nearscreen.com") as well as the products and services offered via the marketplaces.

The general terms and conditions apply in particular to all contractual agreements concluded with GVAX SA as operator of the Nearscreen.com online marketplaces and Nearscreen.com products & subscription services. Any person who has entered into a contractual agreement with Nearscreen.com is hereinafter referred to as a customer.

2. Entry into force, right of revocation, termination by Nearscreen.com

Nearscreen.com has the right to deactivate a customer's user account at any time without stating reasons or to terminate a previously concluded agreement within 14 days of its conclusion, without stating reasons and without compensation.

If the customer uses the marketplaces and/or the products or services offered on the marketplaces in a manner that is contrary to the contract, illegal or contrary to good morals or if the customer has generated complaints by transmitting data of insufficient quality, such as advertisement data, to Nearscreen.com, Nearscreen. com is entitled to immediately terminate the agreement without compensation and cease offering its services without prior notice to the customer and without having to compensate the customer and to deactivate the customer's user account; in either case, any price paid in advance for a certain contract term will lapse to Nearscreen.com and the customer will not be entitled to any refund. Any claims by Nearscreen.com remain reserved.

3. Use of marketplaces with or without registration

The marketplaces can be used with or without registration. However, the use of certain products and services requires registration. Only persons who are at least 18 years of age may register with Nearscreen.com. Nearscreen.com reserves the right to restrict registration to certain countries.

Nearscreen.com considers the person who uses the user ID and password to be a customer, regardless of whether that person actually has the right to access. The person registering is responsible for the proper use of the User ID and password.

4. Prices and terms of payment

Unless otherwise expressly agreed, pricing is based on the current Nearscreen.com price list. Nearscreen.com reserves the right to adjust the prices at any time in line with market and/or price developments. Unless otherwise expressly agreed, all prices are net prices in Swiss francs, including VAT.

Depending on the Nearscreen.com product or service, payment in advance in accordance with the payment terms offered by Nearscreen.com is required; otherwise the payment term is ten days from the date of invoice, unless a different payment term is agreed separately or stated on the invoice. Failure to pay within the payment period will result in the Customer being in default. Nearscreen.com may also refuse to perform its service and terminate the agreement immediately and without compensation, without the need for prior notice of default. In addition, if during the term of the agreement, payment is not made within the agreed upon time period, Nearscreen.com is entitled to block the customer's access to their user account. Payment in full of all outstanding invoices will result in the blocking being lifted. In this case, the customer will not be entitled to an extension of the contract period in proportion to the duration of the block. Upon expiration of the payment period, the statutory interest on arrears is due. A reminder fee of CHF 50.00 per reminder is payable in addition. In addition, the customer shall bear the damage suffered by Nearscreen.com as a result of the delay in payment and/or the termination of the agreement.

5. Prohibition of re-use of information

The commercial use of information and content is reserved for customers. Apart from this, customers do not acquire any rights to the content or information made available on the marketplaces. Any infringement will be subject to civil and criminal sanctions.

Customers expressly undertake not to use the information or content made available on the marketplaces in any way or form outside the marketplaces. In particular, customers shall refrain from copying, publishing or otherwise reproducing (e.g. on the Internet) the data made available on the marketplaces or linking it to other data.

6. Intellectual property rights

All rights to the information, elements and contents of the marketplaces, in particular the copyrights, trademarks and designations contained therein, are the property of GVAX or third parties to whom GVAX has granted corresponding rights of use.

Insofar as the contractual use of the Marketplaces requires the granting of rights of use to customers in connection with copyrights, trademarks and/or know-how belonging to GVAX, these are granted by GVAX on a non-exclusive, non-transferable basis and insofar as is necessary for the duration of the respective agreement. The rights of use granted to the customer are personal and non-transferable. If the customer agrees with GVAX on the use of a partner's service (see Section 14), this section also applies to these services by analogy.

The content, data, texts, videos, music, graphics and other content that the customer transmits to Nearscreen.com for publication on a marketplace (hereinafter referred to together as the "advertisement data") must not infringe any rights, in particular any third party rights such as personal rights and intellectual property rights. The customer may only transmit to Nearscreen.com advertisement data which he has created himself or which the rights holder has authorised to be used.

No addresses (postal or electronic), telephone numbers or car licence plates may be visible in the photos used in the ads. Photos of persons with easily recognizable faces may only be used with the consent of the persons concerned.

All object documents, photos and templates produced by Nearscreen.com on behalf of the customer are the property of the customer once the customer has paid the relevant invoice to Nearscreen.com in full.

7. Operation and Development of Marketplaces

The operation and management of the marketplaces is carried out by Nearscreen.com. Nearscreen.com is entitled to engage third parties to perform the services it has undertaken to provide. Nearscreen.com endeavours to operate the Marketplaces in a way that avoids disruption as much as possible. It also endeavours to limit the duration of interruptions for the repair of disturbances, maintenance work, the introduction of new technologies and other similar activities, without however being able to exclude these completely. Technical developments are left to the sole discretion of Nearscreen.com.

The partner services (see clause 14) are operated and managed by the respective partners. The technical development is at their own discretion.

8. Publication of advertisements

By providing Nearscreen.com or a partner of Nearscreen.com (see clause 14) with advertisement data, the customer authorises Nearscreen.com to place the corresponding advertisement on the marketplaces and other online and offline channels of Nearscreen.com (e.g. at trade fairs) and on the online and offline channels of Nearscreen.com partners. There is, however, no right to the publication of advertisements within the framework of these services.

Nearscreen.com has the right at any time to discontinue, modify or terminate the publication of advertisements entirely, for any reason and without compensation. Nearscreen.com also reserves the right to use the advertisement data for other purposes, either for itself or for partners, for example for statistical purposes, or to publish it in any other way, and to store and process it for this purpose.

The customer expressly agrees to the direct or indirect transfer of the advertisement data required for the use of the partner services (see section 14) and to the storage of this data in the partner's database(s) and its use by the partner. Nearscreen.com cannot guarantee the confidentiality, forgery-proof nature and authenticity of the customer's advertisement data published by the partners.

9. Data protection

The processing of data (in particular personal data) is carried out in accordance with the data protection regulations.

10. Rights and obligations of the customer

The customer undertakes to use the marketplaces and the partner services included therein (see clause 14) in accordance with the law and the contract. In particular, the customer guarantees that

- that it will transmit all advertisement data communicated to Nearscreen.com or partners in the form and quality required by Nearscreen.com, in accordance with the insertion rules of the relevant marketplaces;

- that he is entitled to pass on all the advertisement data made available to Nearscreen.com or partners directly or indirectly via third parties and that he is authorised to use this data within the framework of the contractual agreements with Nearscreen.com;

- that the ad data provided to Nearscreen.com or partners is complete, truthful, not misleading or deceptive, and that it is continuously updated;

- that the products or services offered by him are described correctly and truthfully, have the characteristics described and do not infringe any applicable laws or third party rights (in particular intellectual property rights and rights of protection of personality);

- that it accepts these terms and conditions and undertakes to comply with them at all times.

Nearscreen.com is entitled, but not obliged, to change or not to process the advertisement data provided by the customer at any time for legal or technical reasons.

The customer grants Nearscreen.com the exclusive right to use the advertisement data provided. This data may not be used, taken over or copied by third parties unless they are partners of Nearscreen.com. The customer is not entitled to demand that third parties be able to acquire the advertisement data made available by the customer for publication on their platforms. Even if the customer authorises the third party, Nearscreen.com is not obligated to allow the acquisition of the data in question.

If Nearscreen.com is taken to court by a partner or third party as a result of the use of the marketplaces, an agreement with the customer, the listing data made available by the customer or the products or services offered by the customer, the customer is obliged, upon first request by Nearscreen.com, to fully indemnify and hold Nearscreen.com harmless, including bearing Nearscreen.com's legal and other costs. Upon Nearscreen.com's request, the customer is also required to provide any documents that Nearscreen.com deems relevant to its defence and to join the trial.

11. Risk

The customer shall bear all risks that may arise as a result of manipulation of his computer system, malfunctions of his computer system and/or misuse of access rights.

12. Liability and warranty

The Marketplaces include information and content from Nearscreen.com and from advertisers and partners of Nearscreen.com. Nearscreen.com endeavours to ensure the accuracy of this information and content, but expressly disclaims any liability in this regard, in particular for the truthfulness, accuracy, completeness and timeliness of the information and content. Nearscreen.com also declines all responsibility for any damage that may result from the consultation, access or use of this information and content. The consultation and use of such information and content is carried out solely at the customer's own risk.

The customer is solely responsible for the products and services they offer on the marketplaces and for the content they transmit to Nearscreen.com (including but not limited to ad data, the ads themselves and print orders). Nearscreen.com is not responsible for the content provided by the customer. Nearscreen.com does not assume any guarantee for the products and services offered by the customer on the marketplaces, nor for the conclusion of contracts that may result from this, such as sales contracts between customers or with users and third parties.

Nearscreen.com does not check the content of websites linked to the marketplaces and is not responsible for the content of such websites.

Nearscreen.com is only liable in cases of intent or gross negligence. Nearscreen.com is not liable in any way for consequential damages or lost profits. If Nearscreen.com is unable to fulfil its contractual obligations despite taking all due care, due to force majeure, such as natural disasters, armed conflicts, strikes, unforeseen restrictions by the authorities or technical malfunctions by third parties, the customer is not entitled to demand the fulfilment of the contract for as long as the event in question continues.

In the case of work which is assessed according to the rules applicable to the contract for work and services, the customer only has the right to demand that Nearscreen.com rectify the defects. Withdrawal from the contract and reduction of the price are excluded. Insofar as the law permits, Nearscreen.com excludes any liability for consequential damage due to defects.

Nearscreen.com is not liable for the abuse of the internet by third parties, nor for any resulting damage to the customer. Nearscreen.com is also not liable for security defects and malfunctions in the telecommunications network of third parties and the Internet, nor for operational interruptions or malfunctions in the marketplaces or offers of third parties.

13. Legal Status of Nearscreen.com / GVAX

Nearscreen.com resp. GVAX is not a party to contracts concluded between customers, users or other third parties in relation to products and services that the customer offers on the marketplaces. Nearscreen.com resp. GVAX is in no way responsible for the conclusion of these contracts or for any risks arising from them.

The information and content reproduced on the marketplaces does not constitute an invitation by Nearscreen.com to make an offer, nor does it constitute an offer or recommendation to rent and/or purchase.

Nearscreen.com is entitled, but not obliged, to monitor the behaviour of users and customers and their content on the marketplaces and to check their admissibility.

14. Use of Nearscreen.com Partner Services

Each time the customer uses the partner services of Nearscreen.com integrated into the marketplaces, the customer accepts the corresponding terms of use of these services.

15. Prohibition of Clearing

The customer is not entitled to offset his claims against claims of Nearscreen.com or GVAX.

16. Prohibition of assignment

The customer is not permitted to assign its contractual relationship with Nearscreen.com to a third party without the written consent of Nearscreen.com. Similarly, claims arising from the contractual relationship with Nearscreen.com may not be assigned to third parties without the written consent of Nearscreen.com.

17. Confirmation and Amendment of these Terms and Conditions

The customer agrees to these terms and conditions each time he pays for an advertisement and publishes it on one of the Nearscreen.com exchange platforms. In this way, the customer can always consult the current version of the terms and conditions.

Nearscreen.com reserves the right to change these terms and conditions at any time. The updated version will be published on the marketplaces in an appropriate space.

18. General Provisions

If a provision of a contract is found to be invalid or unenforceable, it shall only be set aside to the extent that it is invalid or unenforceable and shall be replaced, for the remainder, by a provision that comes as close as possible to it from an economic perspective. Any gaps in the contract must be filled by rules that come as close as possible to what the parties to the contract would have agreed if they had thought of regulating the point in question at the time the contract was concluded, in keeping with the spirit and purpose of the contract in question.

19. Applicable law and place of jurisdiction

These general terms and conditions are governed exclusively by Swiss law, to the exclusion of private international law (PILA). The exclusive place of performance and place of jurisdiction is the registered office of GVAX. GVAX is also entitled to sue the customer at the courts of its headquarters/domicile.

Version: June 15, 2022 - GVAX SA