Terms of Service

These Terms of Service govern your use of Galilei Technology's website and data integration services. By accessing or using our services, you agree to be bound by these Terms. If you disagree with any part of the terms, you may not access our services.

Effective Date:

Acceptance of Terms

By accessing and using the services provided by Galilei Technology ("we," "us," or "our"), you accept and agree to be bound by the terms and provisions of this agreement. In addition, when using our particular services, you shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time.

Important: If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms. If you do not have such authority or if you do not agree with these terms, you must not accept this agreement and may not use the services.

Definitions

"Services"

refers to the data integration platform, software, tools, APIs, and related services provided by Galilei Technology.

"Customer Data"

means all electronic data, information, and content submitted by or on behalf of Customer to the Services.

"Documentation"

means the technical documentation, user guides, and other materials made available by Galilei Technology for use with the Services.

"Subscription Term"

means the period during which Customer has agreed to subscribe to the Services.

"User"

means an individual who is authorized by Customer to use the Services.

Account Registration and Security

3.1 Account Creation

To access certain features of our Services, you must register for an account. You agree to:

  • Provide accurate, current, and complete information during the registration process
  • Maintain and promptly update your account information
  • Maintain the security of your account credentials
  • Accept responsibility for all activities that occur under your account
  • Notify us immediately of any unauthorized use of your account

3.2 Account Security

You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account.

Service Description and Use

4.1 Service Access

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use our Services for your internal business purposes during the Subscription Term.

4.2 Service Modifications

We reserve the right to modify, suspend, or discontinue the Services (or any part thereof) at any time, with or without notice. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

4.3 Acceptable Use

You agree not to use the Services to:

  1. Violate any applicable laws, regulations, or third-party rights
  2. Transmit any viruses, malware, or other destructive code
  3. Attempt to gain unauthorized access to our systems or networks
  4. Interfere with or disrupt the integrity or performance of the Services
  5. Use the Services to process data for which you do not have appropriate authorization
  6. Reverse engineer, decompile, or disassemble any portion of the Services

Intellectual Property Rights

5.1 Our Intellectual Property

The Services and all related software, technology, designs, trademarks, and content are the exclusive property of Galilei Technology and its licensors. Nothing in these Terms grants you any right, title, or interest in the Services except the limited access rights expressly set forth herein.

5.2 Customer Data

As between you and Galilei Technology, you retain all right, title, and interest in and to your Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to use, process, and store your Customer Data solely for the purpose of providing the Services to you.

5.3 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services, you agree that we may use such feedback without restriction and without any obligation to compensate you.

Data Protection and Privacy

6.1 Data Processing

We process Customer Data in accordance with our Data Processing Agreement, which is incorporated by reference into these Terms. Our Privacy Policy describes how we collect, use, and disclose personal information.

6.2 Security Measures

We implement and maintain appropriate technical and organizational security measures designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction.

6.3 Data Breach Notification

In the event of a data breach affecting Customer Data, we will notify affected customers in accordance with applicable data protection laws and our Data Processing Agreement.

Data Integration Services Notice

As a data integration service provider, we act as a data processor for your data. The specific terms governing data processing are detailed in our separate Data Processing Agreement, which must be executed alongside these Terms for enterprise customers.

Fees and Payment

7.1 Subscription Fees

Access to certain Services requires payment of subscription fees. All fees are non-refundable except as expressly provided in these Terms or required by law.

7.2 Payment Terms

Fees are due as specified in your order form or subscription plan. Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law.

7.3 Taxes

All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for payment of all such taxes, excluding taxes based on our net income.

7.4 Price Changes

We reserve the right to change our pricing upon 30 days' notice. Price changes will not apply retroactively to pre-paid subscription periods.

Term and Termination

8.1 Term

These Terms remain in effect while you use our Services. Subscription Terms are as specified in your order form or subscription plan.

8.2 Termination for Cause

Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice.

8.3 Effect of Termination

Upon termination of your account, your right to use the Services will immediately cease. We may delete your Customer Data after a reasonable period following termination, as specified in our Data Retention Policy.

8.4 Survival

Sections relating to intellectual property, confidentiality, limitation of liability, and indemnification shall survive any termination of these Terms.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Service Level Agreement: For enterprise customers, specific service level commitments are provided in a separate Service Level Agreement (SLA). The SLA, if applicable, supersedes any conflicting terms in this section regarding availability and performance commitments.

Limitation of Liability

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GALILEI TECHNOLOGY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

10.2 Total Liability

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions

THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO: (A) DEATH OR PERSONAL INJURY CLAIMS; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (D) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

11.1 By You

You agree to defend, indemnify, and hold harmless Galilei Technology from and against any claims, damages, losses, liabilities, costs, and expenses arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right; or (d) your Customer Data.

11.2 By Us

We will defend you against any third-party claim alleging that the Services infringe such third party's intellectual property rights, and we will pay any damages finally awarded against you or agreed to in settlement.

11.3 Indemnification Procedure

The indemnified party shall promptly notify the indemnifying party of any claim, provide reasonable assistance in defending the claim, and allow the indemnifying party to control the defense and settlement.

General Provisions

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

12.2 Dispute Resolution

Any dispute arising from these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Wilmington, Delaware.

12.3 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement between you and Galilei Technology regarding the Services.

12.4 Modifications

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the new Terms on our website. Your continued use of the Services after such changes constitutes acceptance of the new Terms.

12.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

12.6 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

12.7 Force Majeure

We shall not be liable for any failure to perform our obligations due to causes beyond our reasonable control, including natural disasters, acts of government, or telecommunications failures.

Contact Information

If you have any questions about these Terms of Service, please contact us:

Galilei Technology

Email: legal@galileitechnology.com

Legal Notice: All legal notices to Galilei Technology should be sent to the address above via certified mail, return receipt requested.