Qalea Cybersecurity SL (hereinafter, QALEA), registered under the laws of Spain and with VAT no. B72755499, has developed, and owns software that is a cybersecurity suite for medium-sized companies that monitors risks, reacts to threats and enables compliance. Such solutions are provided to customers on a Software-as-a-Service (SaaS) basis; and

This Agreement governs the Parties’ relation in connection with the Customer’s Subscription, as well as its End User’s access to and usage of the Service (as defined below).

For further information, please visit our Legal Notice at qalea.ai.

1. Acceptance of Terms of Service

1.1 By subscribing to Our Services at QALEA (the “Service”), You accept these Terms of Service (“TOS”) of QALEA.

1.2 The Service may be accessed either as an individual or on behalf of a company. In the case of the latter, You warrant (i) that You are authorized to represent the organization and (ii) that You accept the TOS on behalf of the organization as You are authorized to.

1.3 The TOS may be modified from time to time and all contract renewals will be subject to the TOS in effect at the time of the renewal.

2. Software Access; Restrictions

2.1 Subject to these TOS, we grant the Customer a limited, non-transferable and non-exclusive right to access and use QALEA’s proprietary and hosted software products and the related documentation (the “Software” or “Service”) via a web browser.

2.2 QALEA is hosting the Service and makes the Service available to You for usage via a web browser. Nothing contained in these TOS shall transfer any rights in or to the Service other than those rights specifically contained in this agreement. QALEA is not obligated to make available or deliver any copies of programs or code in any way, shape or form.

2.3 You shall not (i) copy, modify, alter or create derivative works from the Service; (ii) lease, rent, distribute, or resell the Service; (iii) or use the Service as the basis for creating a competitive solution (or assisting a third party to do so). You will use the Service in compliance with your applicable local, regional, national, and international laws, rules and regulations.

2.4 You shall not, personally or via third-party authorization, (i) use the Service to upload or distribute any content that is unlawful, fraudulent, defamatory, abusive, contains viruses, or is otherwise objectionable as reasonably determined by QALEA; (ii) resell, reproduce, duplicate or exploit any part of the Service without Our express written permission; or (iii) use any robot, spider, another automated or manual process to monitor or copy any content from the QALEA’s software.

2.5 The paid license granted to You includes basic support at no additional charge. This includes reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation: acts of God, acts of government, natural disasters, acts of terror, internet service provider (ISP) failures or delays, strikes or other labor events (other than those involving Our employees), or denial of service (DDoS) attacks.

2.6 Additional support can be agreed between QALEA and the Customer at a price to be added on top of the provisions contained in these Terms of Service. The additional support shall be further described in a Amendment to these Terms of Service.

3. Data Protection; Indemnification

3.1 The safety of your data is a priority to Us. You can see how We protect and handle Your data in Our Privacy Policy.

3.2 We are obligated to observe and are working in accordance with Spain’s data protection laws.

3.3 In the event Your data has been breached, You will be promptly notified of the nature and scope of such breach and We will immediately initiate remedial actions consistent with industry standards.

3.4 QALEA shall be liable for any damage caused by data processing or handling only where we have not complied with applicable obligations in Spain specifically directed to processors or where we have acted against lawful instructions from You.

4. Payment Terms; Commitment Periods

4.1 If Your company resides within Spain, the fee charged by us includes the local value added tax (VAT). If Your company does not reside within Spain, all fees are exclude relevant duties or taxes. In this case, You are responsible for payment of all such taxes or duties.

4.2 Unless agreed otherwise, Your monthly subscription renews each month automatically until terminated in accordance with this agreement.

4.3 Yearly subscriptions require a minimum commitment of one year. You shall be invoiced in the first month of the annual commitment period at Our discretion. If Your subscription is suspended for non-payment, You will no longer qualify for yearly subscription pricing for that period and will be charged the difference between the monthly and annual commitment pricing for the number of active subscription months. Annual subscriptions are automatically renewed on their anniversary for a subsequent one-year period, unless terminated in accordance with this agreement.

4.4 All payments are due within 10 days from the date of the invoice. They have to be paid via credit card through our platform.

4.5 You may increase the number of user licenses in your account and will be billed for the incremental increases based on Our agreed and signed per-user price.

4.6 If You fail to pay the invoice within 10 days of receipt of the invoice, Your access to the Service may be suspended until you contact Us and pay any outstanding invoices.

4.7 The prices for Your subscription may be annually adjusted to compensate for increasing running costs (within reason). These price adjustments will be communicated to You in textual form and shall not apply to any periods that You have already paid for. If the price increase is more than 10% of the previous price, You may object within two weeks of notification. Any change in price resulting from a change in the scope of features or the number of employees to be administered shall not be considered a price adjustment within the meaning of section 4.6.

5. Proprietary Rights

5.1 QALEA owns all rights, titles and interests in and to the Software including without limitation all intellectual property rights, and such rights are protected by Spain’s intellectual property laws.

5.2 QALEA retains all rights, titles and interests in and to the Software and/or Service as well as modifications and/or enhancements, regardless of whether You have provided inspiration or input regarding such events.

5.3 You retain all rights, titles and interests to all input uploaded to the Service by You, or by Us on Your behalf if this information was already in Your possession. We have no rights or interests in Your personally identifiable information.

5.4 Provided that such use does not reveal personally identifiable information, We may collect, use and disclose the performance and transactional data related to the use of the Software and/or Service for Our business purposes.

6. Employee Responsibility; Illicit Use of the Service

6.1 You accept that QALEA does not exercise any control over Your specific HR practices or decisions related to employment, promotion, compensation or termination. You assume full responsibility for all decisions made with respect to Your use of the Software and/or Service and agree to use such Software and/or Service at Your own risk.

6.2 It is Your sole responsibility to monitor Your company’s compliance with all applicable laws when using Our Software and/or Service.

6.3 Uploaded content and information must be consistent with Your applicable laws. Any and all uploads that may cause harm to Our interests or public image are not permitted. This especially applies to the following: – uploading content in contravention to any applicable data protection, criminal, and copyright laws as well as personality and commercial protection rights; – uploading content of any defamatory, harassing, fraudulent, libelous, obscene, virus-containing, unconstitutional, sexist, racist, or pornographic nature.

6.4 In the event that an obligation of this Agreement is violated, We shall, after having issued a prior warning, have the right to restrict access to our Software and/or Service until the Customer ceases the violation and remedies any relevant consequences.

6.5 You will be held responsible for the Actions of Your employees using our Service. You shall indemnify us from any and all claims asserted by other Users, other Customers or other third parties on account of illicit use of the Service by You or any of your employees.

6.6 In the event of any preclusion, termination rights and claims for damages shall not be affected.

7. Arbitration

Any dispute arising between the Parties shall be resolved by Arbitration. There shall be a single Arbitrator who shall be appointed by agreement between the parties or, in the absence of agreement, to be appointed by the President of the Law Society of Spain. Arbitration may take place virtually or in-person and the Seat shall be Barcelona, Spain. The Arbitrators’ decision shall be final and binding on both Parties.

8. Liability Limitation

8.1 We shall be liable for damages caused by Us only if such damages are: – caused by gross negligence, malicious intent, or malicious deception – caused by the injury to life, body, or health – caused by breach of fundamental contract obligations, which are the basic duties forming the essence of the Agreement and were decisive for the conclusion of such Agreement. In case of breach of fundamental contract obligations through simple negligence the ensuing liability for damages shall be limited to the foreseeable amount.

8.2 We shall also be liable for any guarantees assumed by Us being violated, pursuant to the scope of the agreed guarantee.

8.3 Any liability not expressly provided for in Paras. 1 and 2 shall be disclaimed.

8.4 Liability under the Product Liability law remains unaffected.

9. Term Activation and Termination

9.1 These TOS become effective upon commencement of Your subscription to the Software and/or Service (“Effective Date”) and apply in full until all subscriptions granted in accordance with these TOS have expired or been terminated. In the case of free trial periods where You do not choose to purchase a subscription, the TOS will terminate at the end of the free trial period.

9.2 Your purchased subscriptions or licenses commence on the start date specified in the applicable order and continue for the specified duration.

9.3 You may terminate Your use of Our Software and/or Service by emailing operations@qalea.ai. Monthly subscriptions may be terminated with 3 days notice before the expiry of the term. In the case of annual agreements, You may terminate Your subscription with 1 month prior notice to the conclusion of the agreement. You will not receive refunds or credits for the termination of monthly, annual or other subscriptions, unless agreed otherwise.

9.4 We may terminate or suspend Your access to the Service without liability if such termination or suspension is based on Our good faith belief that You have violated any of the TOS and You did not remedy the violation in question within thirty (30) days of Us giving notice of this violation.

9.5 The right to termination for cause and without notice remains unaffected.

9.6 Any notice of termination must be delivered in text form (e.g. via e-mail) in order to be effective.

9.7 Upon Your request made within 60 days after the effective date of termination, We will make a file of Your data in an agreed format available to You. After such 60 day period, We have no obligation to maintain nor provide any of Your data and may thereafter delete all of Your data in Our possession or under Our control, unless legally prohibited.

10. Publicity

You agree that We may disclose the fact that You are Our customer. While these TOS are in effect, You grant Us the right to reference Your company name and Your logo in marketing materials online and offline.

11. Miscellaneous

11.1 Neither Party will assign its rights or obligations under these TOS without prior written consent of the other Party. Any such assignment shall render this Agreement null and void.

11.2 Any disputes that the parties cannot amicably resolve shall be settled by the jurisdiction of the courts of Spain.

11.3 If any provision of this TOS shall be entirely or partly invalid or unenforceable, this shall not affect the validity and enforceability of all other provisions of this Agreement. The invalid or unenforceable provision shall be replaced with the relevant valid and enforceable provision that as closely as possible reflects the economic intention that the Parties pursued with the invalid or unenforceable provision.

11.4 These TOS comprise the entire agreement between Us with respect to the Software and/or Service and supersede all prior representations, agreements and understandings, written or oral.