General Terms & Conditions of use of the Galtea Platform

The License shall be non-exclusive and non-sublicensable, which means that Client may not grant a license or sublicense of the Software to any other. To this end, the Client undertakes and declares that only qualified employees with contractual relationship in force with the Client may use the License and, consequently, access the Software, who must comply with all the obligations arising from these Terms.

The License granted shall be non-transferable without the express written knowledge and acceptance of the Service Provider. In accordance with the foregoing, the Client may not in any case sublicense the rights in the Software granted herein in favor of any affiliate, third party or in any other way, except with the express written consent of the Service Provider. For the avoidance of doubt, the Service Provider is free to decide whether to grant or deny such consent without specific grounds being required to withhold it. Any sublicense to the Software granted by Client that has not been expressly approved in writing by Service Provider shall be null and void.

The term of the License shall be granted from the date of the Client's payment and shall continue until the termination of the subscription, in accordance with the terms set forth in Clause 9 below.

The Price of the Services will vary depending on the type of Subscription taken out by the Client and specified under a commercial agreement.

The prices stated do not include VAT and any taxes that may be applicable at any time.

The Service Provider agrees to:

Provide Client with continued access to the Software for as long as the License remains in effect.

To keep its material resources in perfect condition of use, ensuring that the obsolescence of the means does not affect the use of the Software.

To keep the Software in operation, as well as to make available to the Client any updates thereof, if any, that may be generated, during the duration of the subscription (without, for clarification purposes, entailing the obligation to carry out any update on the part of the Service Provider).

The Client agrees, by purchasing one of GALTEA Platform's subscription, to:

The Service Provider shall grant the License of the Software "as is" without and implied warranty of any kind, or of fitness for a particular purpose, or of the absence of defects or errors, or as to the accuracy of the information contained therein. Accordingly, the License is configured through these Terms as an obligation of means and not of result. Likewise, the Service Provider shall not assume any liability for damages arising from the use of the License by the Client.

The Client shall indemnify, defend, and hold harmless the Service Provider, its partners, officers, directors, employees, and/or agents from and against any liability, damage, loss, and/or expense (including attorneys' fees and expenses) incurred or imposed in connection with any claims, demands, actions, requests, or judgments arising from any liability (including, without limitation, warranty or strict liability, regardless of whether such action is factually grounded), to the extent that such liability, damage, loss, and/or expense has been caused to the Service Provider, its partners, officers, directors, employees, and/or agents as a result of the action, breach, negligence, or failure of the Client to fulfill its obligations under these Terms.

The duration of the subscription shall have an initial term of 1 year, counting from the Signature Date, and shall be extended for successive annual periods, unless expressly waived by either of the Parties with at least 15 days' notice of the date of expiry of the initial period or any of its extensions, and which shall be notified in accordance with Clause 14 below.

The security of your information is important to us, and we will use reasonable security measures to prevent the loss, misuse, or unauthorized alteration of your information under our control. However, given the inherent risks, we cannot guarantee absolute security and consequently, we cannot ensure or warrant the security of any information you transmit to us, and you do so at your own risk.

The subscription shall be early terminated upon occurrence of any of the following events:

In the event of termination of the subscription due to non-compliance attributable to any of the Parties, the non-breaching Party may demand the payment of compensation equivalent to the damage caused to it plus the corresponding damages that are applicable by law.The subscription shall be early terminated upon occurrence of any of the following events:

Both in the event of early termination of the commercial agreement, and in the event of termination at its final term, it shall involve

Both Parties undertake to comply with the provisions of Regulation (EU) 2016/679, of the European Parliament and of the Council, of 27 April 2016, on the protection of natural persons with regard to the processing of personal data (GDPR) and Organic Law 3/2018, of 5 December, on the Protection of Personal Data and guarantee of digital rights (LOPDGDD). Such personal data will be processed for the following purposes: (a) to execute and maintain these Terms and the agreed relationship that derives from it, and (b) to comply with the legal obligations arising from said relationship. The legitimacy of the processing of the data is based on the relationship established, the legitimate interest and compliance with the applicable legal obligations. The data will be kept for the duration of this relationship and for the years necessary to comply with the legal obligations of the Parties.The subscription shall be early terminated upon occurrence of any of the following events:

The data may be transferred to the Tax Agency and other public administrations, for compliance with tax obligations; as well as financial institutions for the management of collections and payments.Both Parties undertake to comply with the provisions of Regulation (EU) 2016/679, of the European Parliament and of the Council, of 27 April 2016, on the protection of natural persons with regard to the processing of personal data (GDPR) and Organic Law 3/2018, of 5 December, on the Protection of Personal Data and guarantee of digital rights (LOPDGDD). Such personal data will be processed for the following purposes: (a) to execute and maintain these Terms and the agreed relationship that derives from it, and (b) to comply with the legal obligations arising from said relationship. The legitimacy of the processing of the data is based on the relationship established, the legitimate interest and compliance with the applicable legal obligations. The data will be kept for the duration of this relationship and for the years necessary to comply with the legal obligations of the Parties.The subscription shall be early terminated upon occurrence of any of the following events:

The owners of the personal data collected, by means of these Terms, may exercise their rights of access, rectification, opposition, limitation, deletion, portability and not to be subject to automated decisions by contacting the address included in these Terms. They can also file a complaint with the Spanish Data Protection Agency (www.aepd.es), especially when they have not obtained satisfaction in the exercise of their rights.In the event of termination of the subscription due to non-compliance attributable to any of the Parties, the non-breaching Party may demand the payment of compensation equivalent to the damage caused to it plus the corresponding damages that are applicable by law.The subscription shall be early terminated upon occurrence of any of the following events:

The Parties agree that any information they have received, orally or in writing, or of which they have become aware through their relationship with the other Party, regarding any aspect of the technical, commercial, financial or other activities and operations of the other Party, its partners, its subsidiaries or associated companies, or its clients and service providers, as well as that relating to its industrial and/or intellectual property rights, its industrial and business secrets, including but not limited to, all kinds of know-how, strategy and development plans, financial situation, commercial plans, data, computer programming, commercial documentation, tariffs, commercial volume, client lists, potential clients, project documentation, market reports, employee lists and business manuals, policies, methods and procedures, information relating to research, processes, specifications, technology or theory and any other kind of information that may be disclosed by the Parties orally, in writing or in any other medium or to which the Parties may have access as a result of their relationship (hereinafter, the "Confidential Information") is secret and confidential in nature, and any negligence in the treatment of such information without the adoption of due precautions, may cause irreparable damage to the commercial and economic interests of the other Party, as the case may be.

In particular, all information and knowledge relating to the Software will be considered Confidential Information, and the Service Provider states that it is protected under the form of a trade secret and, consequently, its disclosure could significantly harm the Service Provider, so it is necessary to safeguard such knowledge.

The Parties agree not to disclose and maintain under strict confidentiality and secrecy the aforementioned Confidential Information, expressly prohibiting the total or partial disclosure of any information and knowledge related to it.

The Parties shall adopt the appropriate measures to ensure that those employees or advisors who have access to the Confidential Information are subject to the confidentiality obligation described in these Terms, and that they use it exclusively for the purposes that will be regulated in these Terms.

This obligation of confidentiality shall not apply to information that:
The Parties shall adopt the appropriate measures to ensure that those employees or advisors who have access to the Confidential Information are subject to the confidentiality obligation described in these Terms, and that they use it exclusively for the purposes that will be regulated in these Terms.

The obligation of confidentiality described in these Terms shall continue in full force and effect and shall be binding on the Parties, even after the resolution of the commercial relationship in accordance with Clauses 9 and 10 above, and shall remain in force indefinitely for as long as the Confidential Information remains confidential.

By virtue of these Terms, no intellectual and/or industrial property rights are transferred to which the Parties are the holders.

In particular, all industrial and/or intellectual property rights over the Software are the exclusive property of the Service Provider, as well as any derivative works thereof and any supporting materials associated with them, which are and will be the exclusive property of the Service Provider, so the Client will refrain from modifying, reproducing, distributing, publicly communicating, making available to third parties, decompile, disassemble, decrypt, electronically scan, derive source code or reverse engineer the Software and any derivative works thereof.

The Parties shall also refrain from applying for registration in their name of any patents, trademarks or other distinctive signs held by the other Party and, in particular, the Client shall refrain from applying for registration in its name of any patents, trademarks or other distinctive signs that are related to the Software.

The Parties may not make use of the name, trade name, trademark and/or logo of the other Party except as provided in these Terms and/or express with the prior written consent of the other party. In the case of publications or advertising communications in relation to the collaboration between the Parties, the prior written consent of the other Party must be obtained for the content and form of the same.

The legal relationships subject to these Terms will be governed in the first place by the provisions herein and in their absence, the rules provided for in the Commercial Code, special laws and commercial uses will be applicable, as well as subsidiarily, the terms established for this type of legal relationship in the Civil Code.

Any notices or requests relating to these Terms shall be made by any means that permits proof of receipt and shall be addressed to the addresses provided in the heading or to such other addresses as may have been previously notified in accordance with the provisions of these Terms.

In accordance with the provisions of the previous section, in the event that notifications are sent via email, they must be sent to the following email addresses: contracts@galtea.ai

Any notices or requests relating to these Terms shall be made by any means that permits proof of receipt and shall be addressed to the addresses provided in the heading or to such other addresses as may have been previously notified in accordance with the provisions of these Terms.

If any of the Clauses of these Terms are declared, in whole or in part, null or void, such nullity or ineffectiveness will affect only that provision or the part of it that is null or ineffective, the terms will remain in force in all other respects, and such provision or the part of it that is affected will be deemed not to have been placed. For such purposes, the terms shall cease to be valid exclusively with respect to the null or ineffective provision, and no other part or provision hereof shall be voided, invalidated, impaired, or affected by such nullity or ineffectiveness.

This Terms are governed by common Spanish law. The Parties submit to settle the questions of interpretation and/or compliance with these Terms to the Courts and Tribunals of the city of Barcelona, waiving their own if it is different.

These Terms may be modified by GALTEA SOLUTIONS at any time. Consequently, it will be the sole responsibility of the Client to verify the current Terms on each occasion they intend to use the GALTEA SOLUTIONS Platform, referring to the last update date stated in the header of these Terms. In the event that the Client continues to use the GALTEA Platform, it will be considered that they have accepted without reservation the modified version of the Terms. In the event of disagreement with the new version, the Client may request the deactivation of their User/s profile from the GALTEA Platform.

The purpose of this clause is to include the technical characteristics of the Software as well as the limitations of use of the same subject matter of these Terms:

The Software consists of two core Artificial Intelligence (AI) subsystems: (i) a subsystem that generates synthetic data, referred to as the "Test Case Generator" (producing "Test Cases"), and (ii) a subsystem that evaluates the performance of a GenAI-based product across a series of predefined metrics, referred to as the "Evaluation Engine" (producing "Evaluation Tasks"). Both subsystems are accessible either via a web-based platform or through a Python Software Development Kit (SDK).

For the purposes of these Terms, the use of the Software is subject to the following limitations, based on the number of Test Cases and Evaluation Tasks that the Client is authorized to execute, as defined below:

One (1) credit equals one (1) request, whether a Test Case or an Evaluation Task.

The Client is entitled to spend a limited number of credits based on the subscription. Any additional requests beyond the agreed maximum must be purchased separately by acquiring additional credits.

The client will be informed of the number of credits included in their plan as part of the checkout process.