Terms and conditions

These Terms and Conditions of Use (hereinafter, "T&C") govern access to, registration on and use of the web platform positiva.studio (hereinafter, the "Platform").

1. Purpose and parties

• Positiva: Brand and platform owned by Rodrigo Marquez Rapela (hereinafter, "Positiva").
• The User: The natural person (self-employed professional) or legal person (company) who registers on the Platform and contracts its services for commercial or professional purposes related to their economic activity.

Acceptance of these T&C creates a binding contract between Positiva and the User. By ticking the acceptance box during registration, the User declares that they have read, understood and fully accepted this document.

2. Description of the service and B2B nature

Positiva offers professional photographers and videographers a software as a service (SaaS) tool designed to:

• (a) Deliver to their own end clients photography and video galleries that are optimised and personalised with their own brand.
• (b) Receive reviews, comments and selections of material from those end clients by means of a shared web link.

Important notice: The Platform is aimed exclusively at a professional or commercial profile (B2B). Accordingly, the User acknowledges that the specific consumer and user protection regulations do not apply to them.

Positiva does not offer services for the sale of prints, printing, albums or physical products, nor does it act as an intermediary or gateway in the commercial transaction between the User and their clients. Any transaction of that nature is the sole and exclusive responsibility of the User.

3. Plans, prices and billing

The subscription plans in force, the volume of storage allocated and their respective prices are published, kept up to date, at positiva.studio.

• Taxes: The prices shown are stated exclusive of applicable taxes (such as VAT), which will be added and itemised as required by law on the corresponding invoice issued after each payment.
• Non-payment and suspension: Non-payment of any fee shall entitle Positiva to temporarily suspend access to the account and, once a period of fifteen (15) calendar days has elapsed from notification of the non-payment, to terminate the contract and subsequently delete the content.

3.1. Special Conditions of the "Founder Rate"

The first fifty (50) users who contract a paid plan shall be considered "Founding Users" and shall keep the monthly or annual price in force at the time of their initial sign-up. This exclusive benefit is strictly subject to the following conditions:

• Maintenance of the Subscription (Continuity): The Founder Rate is personal, non-transferable and conditional on keeping the subscription active and without interruption. In the event of voluntary cancellation, termination for non-payment or pausing of the account, the user shall permanently lose this status. Any subsequent sign-up shall be governed by the standard commercial rates in force.
• Plan Changes (Upgrades/Downgrades): The frozen price applies solely and exclusively to the specific plan originally contracted. If the user decides to change plan (to increase or reduce storage or features), the Founder Rate shall cease to have effect and the public prices of the newly selected plan shall apply.
• Evolution and Substantial Changes to the Service: Positiva reserves the right to review, modify or terminate the Founder Rate if there is a substantial transformation of the technical architecture of the software, a drastic and unforeseen change in the costs of third-party storage infrastructure, or a complete restructuring of the business model. In this exceptional case, the platform shall notify the user at least thirty (30) days in advance, offering them the option to move to the new plans or to terminate the contract without penalty.

4. Obligations of the User

By registering on and using the Platform, the User undertakes, in a binding manner, to:

• Legal capacity: Declare that they are of legal age and have sufficient legal capacity and professional qualification to enter into contracts.
• Property and image rights: Guarantee that they are the exclusive owner of the intellectual property rights in the content they upload to the Platform, or that they have the licences, authorisations and explicit consents of the clients or third parties who appear in the images or videos (with particular attention where minors are concerned).
• Lawful use of the service: Not use the Platform to store, host or distribute content that is unlawful, pornographic, defamatory, slanderous, that infringes the intellectual or industrial property of third parties, or that breaches data protection regulations.
• Security and safekeeping of the account: Maintain the strict confidentiality of their access credentials. The User is solely responsible for any activity or damage arising from improper use of their account by third parties due to a lack of diligence in safeguarding their passwords.

5. Intellectual property in uploaded content

The User retains full ownership of the intellectual property rights in the photographs and videos they upload to the Platform. Positiva acquires no right of exploitation over that content; it will only process and handle it to the extent strictly necessary to provide the contracted service (hosting, technical optimisation for the web, delivery and viewing by authorised third parties).

6. Protection of third-party data

Insofar as the content uploaded by the User contains personal data of third parties (images, voices, names or email addresses), the Data Processing Agreement incorporated as Annex I to these T&C shall mandatorily apply, which the User expressly accepts on registering, together with this document.

7. Storage, archiving and termination of the service

Each plan includes a specified volume of storage (shared between photography and video).

• Automatic archiving: Once the period of activity or validity indicated in the contracted plan for each gallery has been exceeded (for example, 12 or 24 months), galleries are archived automatically. Positiva will send prior notice by email. Archived content will remain available for restoration within a maximum of 24 hours of the User's request.
• Voluntary cancellation: The User may cancel the service at any time from their control panel or by requesting it in writing, without penalty or minimum term. Fees already paid for periods in progress (monthly or annual) shall not be refundable.

8. Modification of the service and of the conditions

Positiva may modify the technical features of the Platform or its commercial prices, respecting in all cases the provisions of the "Founder Rate" clause for those users to whom it applies. Any substantial modification of the economic or contractual conditions shall be communicated to the User at least fifteen (15) days before it enters into force.

9. Limitation of liability and Exclusion of Damages

• 9.1. Exclusion of Indirect Damages and Loss of Profit: To the maximum extent permitted by the applicable law, Positiva shall in no event be liable to the User or to third parties for indirect, incidental, punitive or consequential damages. This includes, by way of example but without limitation: loss of profits, loss of business revenue, loss of earnings, business interruption, reputational damage, loss of clients or costs of procuring substitute services, arising from the use of or inability to use the Platform.
• 9.2. Cap on Financial Compensation (Maximum Liability): The total, aggregate and cumulative liability of Positiva for any claim, demand, legal action or liability (whether contractual or non-contractual) arising from this contract or from the operation of the service shall be strictly limited to a maximum amount equivalent to the sums actually paid by the User to the Platform during the twelve (12) months immediately preceding the event that gave rise to the claim.
• 9.3. Specific Treatment of Loss of Irreplaceable Photographic Material: The User expressly acknowledges and accepts the following critical conditions regarding audiovisual material:
  • Nature of the service: The Platform is a tool for the organisation, management and temporary delivery of galleries to end clients, not a backup service nor a historical security archive.
  • Duty to keep duplicates: It is the sole, exclusive and critical obligation of the User to keep local and external backup copies (on their own physical hard drives or alternative cloud storage services) of all original photographic and video material (especially "RAW" files or camera originals), above all of material that is irreplaceable in nature (weddings, baptisms, first communions, one-off corporate events, etc.).
  • Limitation for data loss: In the event of a technical failure, cyberattack, file corruption or server error causing the total or partial loss of the hosted material, the liability of the Platform shall be strictly subject to the financial cap set in section 9.2. Positiva shall in no event compensate the sentimental, artistic or commercial value, or the costs of repeating the event or of producing the lost audiovisual material.

10. Term and termination

These T&C shall remain in force indefinitely for as long as the User maintains an active account. Positiva may suspend or cancel immediately and without prior notice those accounts that engage in fraudulent use, prolonged non-payment or serious breaches of the obligations or intellectual property sections of these T&C.

11. Governing law and jurisdiction

These T&C are governed in all their aspects by Spanish law. For the resolution of any controversy, dispute or claim arising from the interpretation or application of this contract, and given the B2B nature of the relationship, the parties expressly waive any other forum that may correspond to them and submit voluntarily and strictly to the courts and tribunals of the city of Valencia (Spain).