Terms of Service

These Timbal AI Terms of Service (“Agreement”) are entered into by and between TIMBAL TECH, S.L. (“Timbal AI”, “we”, or “us”) and Customer (as defined below) and governs Customer’s use of Timbal AI Services (the “Services”). The Agreement consists of the terms and conditions set forth below, any attachments, addenda or exhibits referenced in the Agreement, and any Order Forms that reference this Agreement. The following documents are incorporated into and form part of this Agreement by reference: the Data Privacy Policy, the Sub-processors list and the Data Processing Addendum (DPA). Where a separately negotiated and signed Order Form or enterprise agreement conflicts with these terms, the signed document prevails for that Customer.

If you are entering into this Agreement on behalf of a company (such as your employer) or other legal entity, you represent and warrant that You are authorized to bind that entity to this Agreement, in which case “Customer”, “you”, or “your” will refer to that entity (otherwise, such terms refer to you as an individual). If you do not have authority to bind Your entity or do not agree with any provision of this Agreement, you must not accept this Agreement and must not use the Timbal AI Services.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration or order process or (b) the purchase of a Subscription Plan or (c) the execution of an Order Form. By using the Services, you agree to be bound by this Agreement. If you don’t agree to this Agreement, do not use the Services.

1. Use of Service

1.1. Permitted Use

Timbal AI will make the Timbal AI Services available to Customer for the Term solely for use by Customer and its Authorized Users and solely for Customer’s internal business purposes, in accordance with the terms and conditions of this Agreement and the Documentation.

1.2. Affiliates

Customer Affiliates may purchase services from Timbal AI by executing a Subscription Plan. This creates a separate agreement between the Affiliate and Timbal AI incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s agreement with Timbal AI, and breach or termination of any such agreement is not breach or termination under any other.

1.3. Authorized Users

Customer must obtain separate credentials (e.g., user IDs and passwords) for each Authorized User and may not permit the sharing of Authorized User credentials. Customer will at all times be responsible for and expressly assume the risks associated with all use of the Services under an Authorized User’s account (including for the payment of Fees related to such use), whether such action was taken by an Authorized User or by another party, and whether or not such action was authorized by an Authorized User, provided that such action was not taken by Timbal AI. This responsibility includes the security of each Authorized User’s credentials, and you will not share (and will instruct each Authorized User not to share) such credentials with any other person or entity, or otherwise permit any other person or entity to access or use the Services.

1.4. Restrictions

Customer will not (and will not permit Authorized Users to):

(i) sell, resell, license, sublicense, distribute, rent, lease, transfer or otherwise provide access to Timbal AI Services to any third party, except to the extent explicitly authorized in writing by Timbal AI;

(ii) use the Services to develop or offer a service made available to any third party that could reasonably be seen to serve as a substitute for such third party’s possible purchase of any Timbal AI product or service;

(iii) modify or create derivative works of the Services or copy any element of the Services;

(iv) copy, modify, disassemble, decompile, reverse engineer, or attempt to view or discover the source code of the Services, in whole or in part, or permit or authorize a third party to do so;

(v) publish benchmarks or performance information about the Services;

(vi) use Timbal AI Services other than in accordance with the Documentation;

(vii) during any free trial period granted by Timbal AI, use the Services for any purpose other than to evaluate whether to purchase the Services;

(viii) circumvent, disable, interfere with or attempt to exceed any credit metering, usage quotas, seat limits, rate limits, concurrency limits or other technical restrictions applicable to the Services.

2. Customer Data

2.1. Rights

As between the parties, Customer or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the Services as provided to Timbal AI. Subject to the terms of this Agreement, Customer hereby grants to Timbal AI and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the services to Customer, to prevent or address service or technical problems with the services, or as may be required by law.

2.2. Obligations

Customer’s use of the services and all Customer Data will comply with applicable laws and government regulations. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Timbal AI under this Agreement and that the Customer Data will not violate the rights of any third party.

2.3. Prohibited Uses

Customer agrees not to upload to the Service any HIPAA or PCI Data. Timbal AI will have no liability under this Agreement for HIPAA and PCI Data and Customer acknowledges that the Services are not intended to meet any legal obligations for these uses.

2.4. Ownership of inputs, configurations and outputs

As between the parties, all data, content, prompts, configurations, parameterizations, workflows, integrations, outputs and results generated by or on behalf of Customer through its use of the Services are owned by Customer. Timbal AI acknowledges that these elements may contain Customer know-how, trade secrets and business logic, and will not use them beyond what is strictly necessary to provide the Services, nor make them available to third parties in a manner that would allow the identification or specific exploitation of Customer, except as expressly permitted by this Agreement or with Customer’s prior written consent.

3. Fees and Payment

3.1. Fees

The Services are offered under different subscription plans (each such plan, a “Subscription Plan”), the fees, limits and features of which are defined at the Order Form.

Usage of the Services is metered through credits and other consumption metrics. Credits may be consumed by model inference, workflow executions, knowledge base operations, document processing, tool usage and other AI-powered operations. Credit consumption may vary depending on the model, provider, modality and compute resources used.

Subscription Plans may set allotments for use of designated Service aspects. Use of Service aspects in excess of a Subscription Plan’s designated allotment may result in (additional) fees, as specified in the plan, and such fees will be included in a true-up invoice or charged automatically using the payment information you have provided.

Unless otherwise provided in the applicable Order Form, unused monthly credits do not roll over to subsequent billing periods.

3.2. Payment Terms

When you purchase a Subscription Plan, you expressly authorize us or our third-party payment processor to charge you for such Services. You represent and warrant that you have the legal right to use all payment methods that you provide to us. The applicable Fees are charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All fees are non-cancellable, non-refundable, and not subject to setoff. Late payments may bear interest at the rate of annually 9% above base interest rate (or the highest rate permitted by law, if less). In the event that you fail to pay the full amount owed to us, we may limit your access to the Services, in addition to any other rights or remedies we may have.

3.3. Authorization for recurring payments

By agreeing to this Agreement and purchasing a Subscription Plan, you acknowledge that your Subscription Plan has recurring payment features and you accept responsibility for all recurring payment obligations prior to the termination of your Subscription Plan by you or Timbal AI.

Your Subscription Plan continues until terminated by you or Timbal AI in accordance with this Agreement.

3.4. Taxes

Timbal AI’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including value-added, sales, use or withholding taxes in any jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its Orders. If Timbal AI has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Timbal AI will invoice Customer and Customer will pay that amount unless Customer provides Timbal AI with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.5. Changes

Timbal AI may change prices, payment policies, features and limits for the Services at any time, including changing from a free service to a paid service and charging for Services that were previously offered free of charge; provided, however, that Timbal AI provides the Customer with prior notice and an opportunity to terminate its Subscription Plan.

4. Term and Termination

4.1. Term

This Agreement starts on the Effective Date and will continue for as long as the Services are being provided to you under this Agreement. The term of your Subscription Plan shall automatically renew for successive terms equal in duration to the initial term unless you cancel your Subscription Plan 15 days in advance of the renewal date.

4.2. Termination

You have the right to terminate your Subscription Plan at any time by sending a cancellation request to Timbal AI. Such termination will be effective at the start of the next billing or renewal period. Timbal AI may terminate this Agreement and any Subscription Plan in accordance with this Section 4.2 and where Customer materially breaches this Agreement, subject to the cure periods set out below. In addition to any other remedies Timbal AI may have, Timbal AI may also terminate this Agreement if Customer materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within fifteen (15) calendar days following receipt of written notice from Timbal AI describing the breach in reasonable detail. In the case of non-payment of undisputed Fees, Customer shall have fifteen (15) calendar days from receipt of written notice to remedy such non-payment before termination becomes effective. Timbal AI may suspend the Services if Customer exceeds any Timbal AI limits concerning use of the Services, including without limitation, the maximum period of time that data or other content will be retained by the Services, the maximum storage space that will be allotted on Timbal AI’s servers on Customer’s behalf, the maximum compute capacity provided for the execution of the Services, or the maximum network data transferred by the Services. If Customer fails to remedy such excess within fifteen (15) calendar days following written notice from Timbal AI, Timbal AI may terminate the applicable Subscription Plan and/or this Agreement. You acknowledge that Timbal AI reserves the right to terminate any Subscription Plan that is inactive for an extended period of time and the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof). All Customer Data on the Services (if any) may be permanently deleted by Timbal AI upon termination of the Agreement, subject to Section 4.3. Customer will not be entitled to a refund of any prepaid Fees unless expressly provided otherwise in this Agreement.

4.3. Effect of Termination

Upon expiration or termination of this Agreement, Customer’s access to the Services (including Customer Data in the Services) will cease. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information, including Customer Data, which Timbal AI will delete within 60 days after Customer’s request. Customer Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

4.4. Survival

The following Sections will survive any expiration or termination of this Agreement: 1.4 (Restrictions), 2.4 (Ownership of inputs, configurations and outputs), 3 (Fees and Payment), 4 (Term and Termination), 5.3 (Warranty Disclaimer), 6 (Limitation of Liability), 7 (Indemnification), 8 (Intellectual Property), 9 (Confidentiality), 11 (General Terms), 14 (Training, Service Improvement and Use of Data), 16 (Security, Traceability, Logging and Auditability), 17 (Data Retention, Export and Portability), and 19 (Definitions).

4.5. Suspension of Service

In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Timbal AI reserves the right to suspend provision of services:

(i) if Customer breaches Section 1 (Use of Service), Section 2.2 (Obligations) or Section 2.3 (Prohibited Uses);

(ii) if Customer fails to pay overdue Fees; and

(iii) if Timbal AI reasonably determines suspension is necessary to avoid material harm to Timbal AI or its other customers or to preserve the security, availability or integrity of the Services.

5. Warranty

5.1. Services Warranty

In the event of any loss or corruption of any data associated with the Services, Timbal AI will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by Timbal AI. EXCEPT FOR THE FOREGOING, TIMBAL AI WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA.

Timbal AI makes no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Services, and we make no guarantees around data retention or preservation. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

5.2. Mutual Warranty

Each party warrants that it has validly entered into this Agreement and has the legal power to do so.

6. Limitations of Liability

NEITHER TIMBAL AI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TIMBAL AI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT WILL TIMBAL AI OR SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO TIMBAL AI IN THE PRECEDING TWELVE MONTHS FOR THE SERVICES, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE HUNDRED EUROS (€100).

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY TIMBAL AI TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

7. Indemnification

7.1. Indemnification by Customer

Customer will defend Timbal AI against any claim by a third party arising from or relating to any Customer Data or any Customer-offered product or service used in connection with the Service and will indemnify and hold harmless Timbal AI from and against any damages and costs awarded against Timbal AI or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claim.

7.2. Procedures

Customer’s obligations in this Section 7 are subject to receiving:

(i) prompt notice of the claim,

(ii) the exclusive right to control and direct the investigation, defense and settlement of the claim at the Customer’s sole cost and expense and

(iii) all necessary cooperation of Timbal AI at the Customer’s expense. Customer may not settle any claim without Timbal AI’s prior consent if settlement would require Timbal AI to admit fault or take or refrain from taking any action. Timbal AI may participate in a claim with its own counsel at its own expense.

8. Intellectual Property

8.1. Ownership

Timbal AI retains all Intellectual Property Rights and all other proprietary rights related to the Services and the Timbal AI platform. Customer will not delete or alter the copyright, trademark, or other proprietary rights notices or markings appearing within the Services as delivered to the Customer. Customer agrees that the Services are provided on a non-exclusive basis and that no transfer of ownership of Intellectual Property Rights will occur. Customer further acknowledges and agrees that portions of the Services, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets and other Intellectual Property Rights of Timbal AI and its licensors.

8.2. Feedback

Customer is under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Services (“Feedback”). If Customer chooses to offer Feedback to Timbal AI, you hereby grant Timbal AI a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into the Services or otherwise use any Feedback Timbal AI receives from you. You also irrevocably waive in favor of Timbal AI any moral rights which you may have in such Feedback pursuant to applicable copyright law. Timbal AI acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.

8.3. Publicity

Timbal AI may include Customer’s name, logo and trademarks on Timbal AI’s website and in Timbal AI’s marketing materials in connection with identifying Customer as a customer of Timbal AI. Upon Customer’s written request, Timbal AI will promptly remove any such marks from Timbal AI’s website and, to the extent commercially feasible, Timbal AI’s marketing materials.

9. Confidentiality

Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care):

• not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Agreement; and

• except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

10. Modifications of the Agreement

Timbal AI may modify this Agreement from time to time. Any such modifications will become effective fifteen (15) calendar days after Customer has been notified of them, unless a later effective date is specified in the relevant notice. Any notices or other communications provided by Timbal AI under this Agreement, including those regarding modifications to this Agreement, will be given by Timbal AI:

(i) via e-mail; or

(ii) by posting to the Website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

11. General Terms

11.1. Assignment

This Agreement will bind and insure to the benefit of each party’s permitted successors and assigns. This Agreement may not be assigned by the Customer without the Company’s prior express written consent. Notwithstanding the foregoing, the Customer hereby expressly authorises the Company to freely assign, at any time, its contractual position under this Agreement, as well as any and all rights and obligations arising therefrom, to any entity within its corporate group or to any third party acquiring the Company’s assets or business, which shall consequently become the owner of the Timbal AI and provide the services through it.

11.2. Governing Law, Jurisdiction and Venue

This Agreement is governed by the laws of Spain, without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the courts located in Barcelona, Spain, and both parties submit to the personal jurisdiction of those courts.

11.3. Notices

Any notices or other communications provided by Timbal AI under this Agreement, including those regarding modifications to this Agreement, will be given by Timbal AI:

(i) via e-mail; or

(ii) by posting to the website at timbal.ai. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

11.4. Entire agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Neither party will have a claim for innocent or negligent misrepresentation based on any statement in this Agreement. Timbal AI may change and update any Service (in which case Timbal AI may update the applicable Documentation accordingly), subject to the warranty in Section 5.1 (Service Warranty).

11.5. Amendments and Waivers

No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement, except as expressly set forth herein. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. This Agreement, together with any terms referred to in it, constitutes the complete agreement between the parties. No terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void, notwithstanding any language to the contrary therein, whether signed before or after this Agreement.

11.6. Force Majeure

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, natural disaster or any law or any action taken by a government or public authority.

11.7. Independent Contractors

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.

11.8. Export

Customer agrees to comply with all export and import laws and regulations of the E.U., the U.S. and other applicable jurisdictions. Without limiting the foregoing:

(i) Customer represents and warrants that it is not listed on any E.U. or U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a E.U. or U.S. government embargo or that has been designated by the E.U. or U.S. government as a “terrorist supporting” country,

(ii) Customer will not (and will not permit any third parties to) access or use any Service in violation of any E.U. or U.S. export embargo, prohibition or restriction, and

(iii) Customer will not submit to any Service any information that is controlled under the U.S. International Traffic in Arms Regulations.

12. AI System, Classification and Acceptable AI Use

12.1. Description and purpose

The Services constitute a Software-as-a-Service platform designed for the creation, deployment, management and operation of Artificial Intelligence (“AI”) solutions, including the automation of processes, the analysis of data, and the execution, monitoring and continuous improvement of operational flows. Timbal AI will not materially change the intended purpose of the AI system, alter interaction channels or introduce new decision or automation flows in a manner that uses Customer’s solution for purposes other than those authorized by Customer, without Customer’s prior written authorization.

12.2. EU AI Act classification

Timbal AI declares that, based on the functionalities, purposes and conditions under which the Services are provided, the Services are not intended to constitute high-risk or prohibited AI systems under Regulation (EU) 2024/1689 (the “AI Act”). Each party agrees to use the Services consistently with that classification and not to use them for purposes that could result in their qualification as a high-risk or prohibited AI system. If such a circumstance arises, the parties will suspend the affected operations to the extent necessary until appropriate contractual, technical or organizational measures are adopted, or until the parties expressly agree in writing on the continuity, modification or termination of the affected Services.

12.3. No automated legal-effect decisions

The Services must not be used to make automated decisions that produce legal effects on individuals or similarly significantly affect them, unless that functionality has been expressly authorized by Customer and the necessary legal, technical and organizational safeguards have first been implemented.

12.4. Customer responsibility for AI use, inputs and outputs

Customer acknowledges that the Services involve Artificial Intelligence technologies and that AI-generated outputs may be probabilistic, incomplete, inaccurate, biased, inappropriate for a particular purpose, or otherwise require human review. Timbal AI shall in no event be responsible for Customer’s use of the Services or of any AI systems, workflows, prompts, inputs, configurations, integrations, automations, outputs, recommendations, analyses, predictions or results generated, deployed or used by Customer through the Services, nor for any consequences, decisions, actions, omissions or other effects arising from or relating to such use. Customer is solely responsible for (i) determining whether the Services and any AI outputs are appropriate for Customer’s intended purposes and specific use cases; (ii) ensuring that its prompts, instructions, data, configurations and use of the Services are lawful, accurate, complete and suitable; (iii) implementing appropriate human oversight, review, validation and testing of any AI-generated outputs before relying on them or using them in any operational, commercial, legal, financial, employment, healthcare, consumer-facing or other relevant context; (iv) complying with all applicable laws, regulations and internal policies, including where applicable the AI Act, data protection, consumer protection and sector-specific rules; and (v) any action taken, decision made or content communicated on the basis of the Services or any AI-generated output.

13. Processors

13.1. Transparency

The Services integrate, use or rely on platforms, tools, systems, models or components provided by third parties, including AI models and inference providers (the “Third-Party Components”). A current list of these providers is published on the Sub-processors page and maintained up to date for the duration of the Agreement. Where such Third-Party Components act as sub-processors of Customer Data, their appointment, replacement and use shall be subject to the terms of the applicable Data Processing Addendum, and the requirements of Article 28 of Regulation (EU) 2016/679, the General Data Protection Regulation (“GDPR”) and, where applicable, Organic Law 3/2018 on the Protection of Personal Data and Guarantee of Digital Rights (“LOPDGDD”). Where such Third-Party Components are located outside the European Economic Area, any transfers of Customer Data shall be subject to appropriate safeguards in accordance with Chapter V of the GDPR, including, where applicable, the European Commission’s Standard Contractual Clauses.

13.2. Information on request

Upon reasonable request, Timbal AI will provide Customer with reasonably sufficient information about Third-Party Components, including, where applicable: the identity of the third party; the type of component; the purpose for which it is integrated; the functionalities in which it intervenes; relevant contractual conditions or use restrictions; the location of processing; applicable security and confidentiality measures; and the potential impact on data protection, confidentiality, security, service continuity or regulatory compliance, to the extent such information is reasonably available to Timbal AI and subject to applicable confidentiality obligations.

13.3. Responsibility

Timbal AI remains responsible for the selection, integration and configuration of Third-Party Components and for their security and confidentiality to the extent reasonably within Timbal AI’s control, as well as for the compliance of such third parties when they act as sub-processors. Any exoneration of liability for Third-Party Components applies only to interruptions or failures not attributable to Timbal AI and only where Timbal AI has fully complied with its information, transparency, control and sub-processing obligations, as applicable.

14. Training, Service Improvement and Use of Data

14.1.

Customer authorizes Timbal AI to use data provided by Customer or generated during the provision of the Services to train, retrain, tune, improve, validate, evaluate or develop models, systems, algorithms or functionalities linked to the platform, only where (i) such use is necessary or reasonably required to provide the Services contracted by Customer and (ii) it results in improvements applicable to Customer, and not in improvements made available to other customers of Timbal AI.

14.2.

Timbal AI will not use Customer’s data, content, prompts, configurations, workflows or outputs to train, improve or develop models or services made available specifically to other customers, except with Customer’s prior, express and written consent. The foregoing does not prevent Timbal AI from using general, aggregated or anonymized information, provided that such use does not allow identification of Customer or the reproduction of its solutions, processes or business models.

14.3.

Where training, improvement or evaluation involves personal data, Timbal AI will process it only in accordance with Customer’s documented instructions and the Data Processing Addendum (DPA).

15. Human Oversight and Control

15.1.

Timbal AI will enable Customer to establish reasonable mechanisms to supervise the use of the platform and the AI solutions implemented, both prior to deployment and during the provision of the Services, including, where applicable, the review of interactions, generated results and executed flows.

15.2.

Where technically possible and reasonably necessary, Timbal AI will allow Customer to review examples of how the platform operates, provide feedback and request adjustments to the behavior of AI solutions, and will provide sufficient information for Customer to understand the capabilities, limitations and general functioning of the platform, including detecting possible errors, deviations or unexpected behavior. The existence of Customer oversight mechanisms does not relieve Timbal AI of its obligations regarding the correct functioning, maintenance and security of the platform.

16. Security, Traceability, Logging and Auditability

16.1.

Timbal AI will apply appropriate technical and organizational measures to ensure the security, confidentiality, integrity, availability, resilience and traceability of the platform and of the information processed in connection with the Services. Timbal AI operates an Information Security Management System (ISMS) aligned with the ISO/IEC 27001:2022 standard, including access controls, data encryption, vulnerability management, incident response, internal audit and personnel training.

16.2.

To the extent necessary for the correct provision of the Services and regulatory compliance, the platform retains logs of configuration, activity, relevant changes, interactions, incidents, accesses and oversight actions, and provides differentiated permissions, authentication mechanisms and information-segregation measures, in particular where the platform is used by different customers, brands, teams or business units.

16.3.

Timbal AI will allow Customer to reasonably audit compliance with its obligations regarding security, confidentiality, data protection, risk management, human oversight and authorized use of information, directly or through third parties bound by confidentiality, and will make available the documentation reasonably necessary to demonstrate such compliance.

17. Data Retention, Export and Portability

17.1. Retention and retrieval

Following the expiration or termination of the Agreement, Customer Data and account information will remain available on the platform for a period of thirty (30) calendar days, for the sole purpose of allowing Customer to export or retrieve its information. During that period, upon Customer’s reasonable request, Timbal AI will provide reasonable technical assistance to facilitate the export of hosted data, provided that such assistance does not involve bespoke development or disproportionate burden.

17.2. Export format

Where technically possible, export will be provided in a structured, commonly used and machine-readable format, including CSV, XLSX, JSON or any equivalent format commonly used for data portability, according to the type of information concerned.

17.3. Deletion

Once the period in Section 17.1 has elapsed without Customer having requested export or retrieval, Timbal AI may delete the account and associated data without further notice, except to the extent it must retain them in blocked form to comply with a legal obligation or to handle liabilities arising from the Agreement. This Section operates without prejudice to the deletion timelines set out in Section 4.3.

18. Definitions

“Affiliate” means an entity that directly or indirectly owns or controls, is owned or controlled by or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

“Authorized User” means any employee or contractor of Customer or its Affiliates that Customer allows to use the Services on its behalf.

“Fees” means the fees payable by Customer for the applicable Service, as set forth in an Order Form.

“AI Act” means Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence.

“Data Processing Addendum” or “DPA” means the data processing terms governing Timbal AI’s processing of personal data as a processor on Customer’s behalf, incorporated into this Agreement.

“GDPR” means European Union Regulation 2016/679.

“HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented.

“Order Form” means the Timbal AI ordering document executed by both Customer and Timbal AI in a Business Subscription Plan which specifies the services being provided by Timbal AI and that is governed by this Agreement.

“PCI” means the Payment Card Industry Data Security Standards (PCI DSS).

“Services” means the Timbal AI proprietary software-as-a-service offering generally available and accessed by Customer as set forth in a Subscription Plan or Order Form.

“Subscription Plan” means the access to the Services acquired by Customer upon the creation of an account or upon the execution of an Order Form.

“Sub-processor” means a third party engaged by Timbal AI that processes Customer Data in connection with the provision of the Services, as listed on the Sub-processors page.

Terms of Website

Last Updated Aug 30, 2024. These terms of use (“Terms”) govern your access to and use of all Timbal AI-branded publicly available websites (hereinafter, “Website”), including sites located on timbal.ai, of which the commercial company TIMBAL TECH SL (hereinafter, “Timbal AI”) is the owner. These Terms expressly do not govern your access to or use of the Timbal AI Services.

The use of the Website on your part implies the unreserved acceptance of all these Terms. If you do not agree with these Terms, you must not use the Website. The use of the Website also requires you to be of legal age and to have sufficient legal privileges under applicable legislation to be bound by these Terms. Throughout the Terms, “we,” “us,” “our” and “ours” refer to Timbal AI, and “you,” “your” or “yours” refer to you personally (i.e., the individual who reads and agrees to be bound by these Terms) and, if you access the Website on behalf of a legal entity, to that entity. If you are using the Website on behalf of any entity you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and, by accepting these Terms, you are hereby binding such entity to the Terms.

Website Term 1. Intellectual and Proprietary Rights

All intellectual and industrial property rights over the content of the Website, including but not limited to texts, images, logos, logotypes, signs, graphics, registered or unregistered trademarks, sounds, video animations, source code, design, navigation structure, expression, look and feel and arrangement of such materials (collectively, the “Content”), regardless of its source or creation, is owned, controlled or licensed by or to Timbal AI, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws, and Timbal AI reserves and retains all rights in and to such Content. Any third party trademarks, service marks, logos, trade names or other proprietary designations, that are or may become present within the Website, including within any Content, are the registered or unregistered trademarks of the respective parties. Except solely as necessary for you to access the Website for the intended purpose pursuant to these Terms, you may not copy, collect, modify, create derivative works or uses of, translate, distribute, transmit, publish, re-publish, perform, display, post, download, upload, sublicense, transfer, dispose of, resell or sell the Content or any other part of the Website. Except as expressly set forth in these Terms, these Terms do not grant to you any license to any intellectual property rights or other proprietary rights. Provided that you fully comply at all times with these Terms and any other policies or restrictions posted on or transmitted through the Website, Timbal AI grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website.

Website Term 2. Information Submitted

Timbal AI does not want and cannot accept any ideas or information you consider confidential and/or proprietary. Except with respect to your personal information (as expressly provided for in the Privacy Policy), all comments, suggestions, ideas, notes, drawings, concepts, or other information disclosed or offered to us by you through the Website or in response to solicitations on the Website shall be deemed to be non-confidential and non-proprietary and shall be the exclusive property of Timbal AI. Further, you understand and acknowledge that Timbal AI employs both internal and external resources which may have developed or may in the future develop ideas identical to or similar to your suggestions or comments to suggestions and that Timbal AI is only willing to consider the suggestion on these terms. In any event, you acknowledge and agree that Timbal AI assumes no obligation of confidentiality or nondisclosure, express or implied by considering your suggestion or idea. You hereby grant Timbal AI a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, create derivative works of, and otherwise commercially exploit any suggestion, feedback or ideas you submit to Timbal AI.

Website Term 3. Obligations of Users

You are required to always operate in compliance with the law, the norms of polite behavior and the requirements of good faith, employing all due diligence and abstaining from using the Website in a way that may prevent, damage or adversely affect the normal operation of the Website or the rights of Timbal AI, its customers, its suppliers or generally, any third party. Specifically, without this limiting the provisions of the previous text, you agree to do the following while using the Website:

• You will provide truthful information in contact forms, and keep said data updated.

• You will not enter, store or propagate on or from the Website any information or material that is defamatory, insulting, obscene, threatening or xenophobic, or likely to incite violence or discrimination for reasons of race, sex, ideology or religion, or that offends morality, public order, fundamental rights or public liberties, or that goes against the honor, privacy or reputation of third parties, or that generally violates the regulations in force.

• You will not enter, store or propagate through the Website any program, data, virus or code, or any other electronic or physical device that is likely to cause damage to the Website, any of its services, or any of the equipment, systems or networks of Timbal AI, any other customer, the suppliers of Timbal AI or generally, any third party.

• You will not engage in advertising activities or any form of commercial exploitation through the Website and you will not use the Contents on the Website for advertising purposes or to send messages for any other purpose or for collecting or storing the personal data of third parties.

• You will not use a false identity or assume the identity of others while using the Website or any of its services, including the use of passwords or access codes of third parties or otherwise.

• You will not enter, store or propagate through the Website any content that violates third-party intellectual or industrial property rights or trade secrets, or generally, any content that you are not entitled to provide to third parties under the law.

Website Term 4. Links

The Website may contain links allowing you to leave the Website for other websites that are not under our control (“Linked Website”) and belong to a third party. Timbal AI provides the Linked Website to you only as a convenience and does not endorse any Linked Website. Timbal AI is not responsible for the contents or transmission of any Linked Website or any link contained in a Linked Website or for ensuring that the Linked Website contains no errors or viruses. Timbal AI is not responsible for the terms of use or privacy practices of the Linked Website or any link contained in the Linked Website. Your accessing to any Linked Website is entirely at your own risk.

Website Term 5. Warranties

You expressly agree that your use of the Website, including any content, is at your sole risk. All the Website and Content are provided to you on an “AS IS” and “AS AVAILABLE” basis, and Timbal AI makes no related representations, and disclaims all possible warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Website or Content are accurate, continuously available, complete, reliable, secure, current, error-free, or free of viruses or other harmful components. Timbal AI cannot and does not guarantee that any defects, errors or omissions will be corrected, regardless of whether Timbal AI is aware of such defects, errors or omissions. You acknowledge that the disclaimers, limitations and waivers of liability set forth in this section 5 shall survive any expiration or termination of these Terms or your use of the Website.

Website Term 6. Limitation of Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Website and Content remains with you. In no event will Timbal AI be liable for any special, indirect, incidental, exemplary, consequential or punitive damages of any kind (including, but not limited to, loss of use, loss of business, loss of profits, loss of data, loss of goodwill, service interruption, computer damage, system failure or the cost of substitute products or services) arising out of or in connection with the Website, and any content, services or products.

Website Term 7. Suspension or Termination of Access to Website

You agree that Timbal AI may, in its sole discretion and with or without prior notice, for any or no reason, suspend or terminate your access to any or all of the Website and/or block your future access to any or all of the Website. Timbal AI shall not be liable to you or any third party for any termination of your access to any part of the Website. The rights and obligations of these Terms which by their nature should survive, shall so survive any termination of your use of the Website.

Website Term 8. Amendments to these Terms

Timbal AI reserve the right to unilaterally modify, totally or partially, without prior notice, the present Terms and any other specific condition that may modify, delete or totally or partially render void other parts of the Website that may affect the configuration, presentation and design of the Website or any of its elements and services. Any time you subsequently access the Website will constitute your acceptance of the Terms.

Website Term 9. Applicable Law and Jurisdiction

These Terms are governed by Spanish law. In the event of a dispute related to the application of these terms, the jurisdiction and venue for actions will be the courts located in Barcelona, Spain, and both parties submit to the jurisdiction of these courts.

Contact Information

TIMBAL TECH SL (Timbal AI)

VAT ID: B19934314

Carrer de Pere IV, 105, 109, Sant Martí, 08018 Barcelona

Email: privacy@timbal.ai

(Questions or comments about the Terms of Service or Terms of Website may be directed to Timbal AI at the email address above.)