Media Publishing Terms

1. Identification of the Parties

These Terms govern the listing of outlets offered through Growwer. The parties involved are: (a) Virality Media S.L. (the Owner), with Tax ID (NIF) B66710815 and registered office at Carretera Esplugues 47, Esc. D, 5-1, Cornellà de Llobregat 08940, Barcelona, owner of the Marketplace accessible at https://growwer.com/, as a technological intermediary in the contractual relationship between the Advertiser and the Client; and (b) the Advertiser User, an individual of legal age registered on the Marketplace who completes the steps for listing outlets freely and voluntarily in order to offer their products or services. Under the Consumers and Users Act, Advertisers do not qualify as consumers or users.

2. Purpose

2.1. The purpose of these Conditions is to establish a framework for the sale of posts on the outlets listed by Advertisers on Growwer.

2.2. Growwer is a Marketplace that provides its Users with a common space for those who wish to list outlets and order posts on them to maximize business visibility. The Owner only provides a technological intermediation platform that facilitates the contracting of the publishing services offered on the outlets, by managing the payment system (wallet), operational validation of engagements, and incident management.

3. Outlet listing process by Advertisers

3.1. Listing process. The process may be carried out through the Marketplace by identifying as a Registered User. Next, the Advertiser must: (a) complete the process as a registered User and access their personal account and seller panel, then select the option to list an outlet; (b) enter the main URL and other required data (country, type, topic, and post characteristics); (c) verify that the listed outlet matches their intent; (d) choose whether they write the posts or the Owner writes them, adjusting the price accordingly; and (e) the Owner will confirm that the outlet has been listed correctly.

3.2. Rules for listing outlets.

• The Advertiser must own the listed outlet or be authorized to make it available, expressly declaring this in the listing form.
• They must provide certain data and disclose any deficiency, restriction, and relevant requirements, as well as any other information Growwer requests.
• They are responsible for keeping the outlet’s information up to date at all times, including date availability.
• A price must be set (including taxes, if applicable) for posts on the outlet, as well as any additional item included.
• What is provided during the listing process (services, deadlines, etc.) will form part of the Specific Conditions between the Advertiser and the Client.
• It is the Advertiser’s responsibility to be the sole and exclusive owner and provider of the listed outlet, holding all necessary rights, licenses, consents, and disclaimers. If acting as an authorized intermediary, the Advertiser must likewise hold such rights.
• The Owner does not automatically review all outlets, but reserves the right to remove listings that breach these terms, and may request supporting documentation, suspend outlets, hide listings, block orders, withhold settlements, cancel operations, or delete accounts where there are reasonable indications of lack of authorization, infringement of rights, misuse of trademarks, or third-party claims.

3.3. Payment policy, commissions, and service features. The Owner will pay the Advertiser the agreed price once the Client has ordered a post on the outlet and made payment. The Owner will offer Clients the outlet at the amount set by Advertisers, increased by the commission the Owner will receive for the technological intermediation. The Owner will allocate the agreed amount to the Advertiser’s wallet, and the Advertiser may withdraw the pending balance according to the process indicated on the platform.

3.4. Withdrawal from outlet listing. Advertisers do not qualify as Consumers and Users. Should they exceptionally hold such status, under Article 103(a) of the Consumers and Users Act, the right of withdrawal cannot be exercised once the provision of services has been fully performed, it being understood that the service is performed as soon as the outlet is listed. Nevertheless, Advertisers may delete listed outlets through the features of their personal account, except while their account is restricted under section 3.5.

3.5. Restriction of the Advertiser account. Where there are reasonable indications that the Advertiser has breached these Terms, the General Terms of Use or the Specific Conditions agreed with a Client (for example, by removing or altering a published link, providing false data, or repeatedly failing in the delivery or quality of the contracted services), the Owner may restrict the Advertiser’s account, temporarily or indefinitely, until it decides to lift the restriction. While the restriction lasts, the Owner may: (a) keep the Advertiser’s outlets visible on the Marketplace but unavailable for new orders; (b) cancel the orders the Advertiser has not yet accepted, refunding their amount to the Client’s wallet; (c) cancel the proposals prepared by the Owner that include the Advertiser’s outlets; (d) prevent the Advertiser from creating or deleting outlets and from running promotions, and end those in progress; and (e) cancel specific orders already accepted. Accepted orders that the Advertiser completes will be paid in accordance with section 3.3. While the restriction lasts, withdrawal requests cannot be made from the personal account. As security for the Advertiser’s obligations, the Owner will withhold up to an amount equal to the sum of the orders approved in the previous twelve months and of any pending documented claims, and will release, at the Advertiser’s request, any balance exceeding that amount. The withheld balance is not cancelled and will be released when the restriction is lifted, less any amounts refunded to Clients under section 3.6. The Owner will inform the Advertiser of the restriction and of the ground relied on through their personal account and, where appropriate, by email, and the Advertiser may contact the Owner to request information or submit allegations. The restriction will in no case entail a right to compensation.

3.6. Keeping published content online. The Advertiser undertakes to keep the contracted content published for at least twelve months from its approval. If the Advertiser removes or alters it earlier, the Owner may refund the order amount to the Client, charged to the Advertiser’s balance and, to the extent the balance does not cover it, the Advertiser must pay it in accordance with section 8.

4. Advertisers’ obligations

By accepting these Conditions, Advertisers undertake to be responsible for the truthfulness and authenticity of any data provided to Growwer to list outlets; to assume the responsibilities arising from the requirements to hold Advertiser status; and to comply with any other applicable obligations, assuming any liability arising from their breach and holding the Owner harmless.

5. Acceptance of the Media Publishing Terms

When the provision of services is carried out entirely through the Marketplace, the Advertiser must read these Terms and expressly accept them by clicking the corresponding consent checkbox, which is unchecked by default, at the end of the listing process. They also apply during the subsequent provision of services between Advertisers and Clients, together with the Specific Conditions established between both parties and the Specific Registration Conditions.

6. Disclaimer of liability

6.1. The performance of the Conditions will be carried out in accordance with what was contracted and according to the platform’s technical and legal possibilities. The Owner’s activity is limited to the intermediation and facilitation of the outlets listed by Advertisers and the operational tasks necessary to order posts on them.

6.2. The Owner is not responsible for the content and outlets provided by Advertisers. It will only be liable for damages caused as a result of the engagements when they arise from its willful or negligent action. By way of example, it is not liable for: the usefulness of the contracted services to the User; damages caused by their use where the recommendations were not followed; breach due to force majeure; the unlawfulness of the content provided by the Advertiser; or the Specific Conditions agreed between Advertisers and Clients.

6.3. The Advertiser declares that all outlets offered are its exclusive property and in no case infringes third-party rights.

6.4. The Owner will be answerable to the Client but will not be liable for breaches arising from the Advertiser.

6.5. Regarding balance withdrawal, Growwer will only be liable when the damages arise from its willful action. It is not liable for: the User’s errors in processing the withdrawal of funds; the Advertiser’s expectations; breach of these Policies; or the Advertiser’s failure to meet its tax duties.

6.6. The liability assumed by the Owner toward the User in no case includes loss of profit and will be limited, at most and on any account, to the total amount received as redemption.

7. Data protection

7.1. General. The Advertiser must provide their Privacy Policy on Growwer to make it available to Clients. If they wish to use the collected information for other purposes, they must include it in their Privacy Policy or request the user’s consent in accordance with applicable law.

7.2. The Owner as data processor. The Owner acts as data processor, being an intermediary between Advertisers and Clients, with Advertisers being the controllers of the data of the Clients who order posts on their outlets. The Owner will process the data in accordance with the purpose of the relationship and under the Controller’s instructions, adopting appropriate technical and organizational measures, and will refrain from using it for other purposes or disclosing it to third parties except with prior authorization or legal obligation. The Owner undertakes to maintain secrecy and confidentiality without time limit.

The performance of the relationship requires subcontracting part of the services, specifically:

Each subprocessor’s processing will follow the Owner’s instructions; the Owner has entered into a contract with each one to process the data under analogous conditions. Any subprocessor may be replaced by notifying the Controller at least one (1) month in advance. Once the relationship ends, the data will be deleted or returned to the Controller, unless there is a legal obligation to retain it.

8. Indemnification

8.1. Breach by Advertisers may cause harm to the Owner. The User will be obligated to compensate any harm, loss, damage, or cost (including attorneys’ and court agents’ fees).

8.2. If the User’s breaches give rise to claims or proceedings against the Owner, the User must hold it harmless, and the Owner may claim any expense, cost, or damage arising therefrom.

9. Modifications

9.1. These Conditions may be modified and/or updated without prior notice, taking effect upon publication on Growwer.

9.2. The modification will only affect Advertisers who accepted them afterward.

10. Other matters

10.1. Severability and interpretation. If any provision is declared illegal, invalid, or unenforceable, it must be interpreted in the manner closest to the original intent, without affecting the validity of the remaining provisions.

10.2. Language. The applicable language is Spanish. In the event of contradiction with versions in other languages, the Spanish version prevails.

10.3. Governing law and jurisdiction. Relations between the Owner and Advertisers are governed by Spanish law, and disputes will be submitted to the Courts and Tribunals of Barcelona.