This Software as a Service Master Agreement (the “Agreement”) is entered into between Agentivity (the “Provider”), and the customer identified in the applicable order form or subscription agreement (the “Customer”). This Agreement governs the Customer’s access to and use of the AI Sales Rep software-as-a-service platform (the “Service”) in accordance with Spanish law.
2.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
2.2. “Customer Data” means all data, content, and information submitted, uploaded, or otherwise made available by or on behalf of the Customer through the Service.
2.3. “Intellectual Property Rights” means all intellectual and industrial property rights recognised under Spanish, EU, or international law, including copyrights, database rights, trademarks, patents, trade secrets, know-how, and moral rights.
2.4. “Order Form” means any ordering document, subscription plan, or online acceptance referencing this Agreement.
3.1. The Provider shall make the Service available to the Customer in accordance with this Agreement and any applicable Order Form.
3.2. The Provider may update or modify the Service to maintain functionality, security, or compliance with applicable law, provided that such changes do not materially reduce the core functionality of the Service.
4.1. Subject to payment of the applicable Fees, the Provider grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service for its internal business purposes during the term of this Agreement.
4.2. The Customer shall not:
5.1. The Customer is responsible for all use of the Service under its account and for the accuracy and legality of Customer Data.
5.2. The Customer represents that it has all necessary rights to provide Customer Data and authorises the Provider to process such data solely for the purposes of providing the Service.
6.1. Fees shall be as set out in the applicable Order Form and payable in euros (EUR).
6.2. Fees are inclusive of VAT (Impuesto sobre el Valor Añadido – IVA), where applicable.
6.3. Fees are non-refundable except as required by mandatory Spanish or EU law.
7.1. The Provider retains all rights, title, and interest in the Service and related Intellectual Property Rights.
7.2. No rights are granted to the Customer other than those expressly set out in this Agreement.
8.1. Each party shall keep confidential any non-public information received from the other party in connection with this Agreement.
8.2. Confidentiality obligations shall survive termination of this Agreement.
9.1. Each party shall comply with Regulation (EU) 2016/679 (GDPR), Organic Law 3/2018 (LOPDGDD), and any other applicable data protection laws.
9.2. Where the Provider acts as a data processor, the parties shall enter into a data processing agreement in accordance with Article 28 GDPR.
10.1. The Provider warrants that the Service will substantially perform in accordance with its documentation.
10.2. Except as expressly stated, the Service is provided “as is”, to the maximum extent permitted by Spanish law.
11.1. Nothing in this Agreement shall exclude liability for death, personal injury, fraud, or any liability that cannot be excluded under Spanish law.
11.2. Subject to clause 11.1, the Provider shall not be liable for indirect or consequential damages.
12.1. The Customer shall indemnify the Provider against claims arising from unlawful use of the Service or breach of this Agreement.
13.1. This Agreement shall commence upon first access to the Service and continue until terminated.
13.2. Either party may terminate this Agreement for material breach upon thirty (30) days’ written notice if such breach is not remedied.
14.1. This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Spain.
14.2. The courts of Barcelona, Spain, shall have exclusive jurisdiction, without prejudice to mandatory rights under Spanish or EU law.
15.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.
15.2. Any amendment must be made in writing.
15.3. If any provision is held invalid, the remaining provisions shall remain in force.