TERMS AND CONDITIONS OF USE OF THE BEEAGENT PLATFORM

1.1. Welcome to the website or platform of BEEAGENT, S.L. (hereinafter, "BeeAgent", the "Company", "We" or "Our"). By accessing or using our website https://beeagent.ai or the BeeAgent platform or software (hereinafter and together, the "Platform"), you (if you are a professional) or the entity you represent (the "Client" or "You" and, together with BeeAgent, the "Parties") agree to be governed by these Terms and Conditions.

You warrant and declare that you are entering into these T&C in your own name and representation (if you are a professional) or in the name and representation of the Client and that you have full authority to bind the Client to these T&C.

2.1. These T&C apply to and regulate the use and enjoyment of the Services offered through the Platform. By accepting these T&C and/or accessing, browsing or using the Platform or benefiting from the Services offered through it, You acknowledge that you have read, understood and agree to be bound by these T&C, including our Privacy Policy (the "Privacy Policy"), which is incorporated into these T&C by reference, as well as any other applicable law and regulation. If you do not agree with these Terms and Conditions, you should refrain from using the Platform and benefiting from the Services offered through it.

2.2. These Terms and Conditions, together with the Privacy Policy, the Subscription Plans, if applicable, and any other associated document or regulation will be jointly referred to as the "Agreement".

3.1. BeeAgent reserves the right to modify, amend or update these Terms and Conditions at any time without prior notice. Such modifications shall come into effect immediately upon their publication on the Platform or their remittance to the Client. The use of the Platform after any change or modification means the acceptance of the updated Terms and Conditions by the Client. To this end, the Client is advised to check and review these T&C at all times, for the purpose of verifying them.

4.1. BeeAgent offers innovative and sustainable technological solutions for the optimization of business processes (hereinafter, the "Services"). These Services are designed to improve the operational efficiency of companies. The Services are offered under the SaaS modality and, consequently, offered and accessible through the Platform.

There are certain Subscription Plans with different functionalities and prices. At the time of contracting the Services, a subscription plan must be chosen and accepted.

5.1. Registration: To access certain Services, the Client must register and create an account (hereinafter, the "Account") providing accurate, current, and complete information (hereinafter, the "Registration"). The information that must be provided will be that indicated by BeeAgent at the time of Registration.

5.2. Account Responsibility: You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.

5.3. Account Security: You agree to notify BeeAgent immediately of any unauthorized use of your Account or any other security breach.

6.1. Legal Use: You agree to use the Platform and Services only for legal purposes and in accordance with these T&C and all applicable laws and regulations.

6.2. Prohibited Activities: You must not engage in activities that may damage or interrupt the Platform or Services, including, but not limited to:

• Uploading, posting, sending or otherwise transmitting any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Platform or Services, including any virus or malicious code.
• Attempting to access without authorization the Platform's systems, as well as attempting or circumventing, removing, altering, disabling, or frustrating any protection or security element of the Platform or the Service; using any robot, spider, scraper or other automated means to access the Platform; decompiling, reverse engineering or disassembling any software or other products or processes accessible through the Platform or Services; inserting any code or product or manipulating the content of the Platform or Services in any way; or using any method of data mining, collection or extraction.
• Using the Services for fraudulent or illegal activities or in contravention of these T&C.

6.3. Content Responsibility: You are solely responsible for any content you upload, post, or transmit through the Platform, assuming responsibility for all of it.

7.1. Subscription Plans: BeeAgent offers various subscription plans with different features and prices (hereinafter, the "Plans" or "Subscription Plans"), which are available on the BeeAgent Platform or website.

7.2. [Plan Change: If multiple Plans are available, the Parties may agree, at any time, to update your Plan, according to the following: (i) if You upgrade your Plan, the new features and functionalities will automatically apply from the moment You make the payment for the new Plan, if any; and (ii) if You downgrade or contract a Plan with fewer services, the new features and functionalities of your Account will take place or be activated at the end of your current billing period.]

7.3. Payment Terms for Subscription Plans:

• All subscriptions to the Plans are automatically renewed for the same duration, unless the Client expresses in writing their wish to cancel it before the corresponding renewal period ends.
• Charges for subscription to the Plans will be made automatically to the provided payment method.

7.4. Changes in Plan Rates: BeeAgent reserves the right to modify the rates of the Plans at any time, notifying you, [with a period of 15 days in advance, to the Client of the change in the conditions of the Plan].

7.5. Delay in Price Payment: [In the event that the Client does not pay any part of the Price within five (5) days following the applicable due date, the Client must pay BeeAgent a monthly delay charge equivalent to ten percent (10%) of such unpaid amount or, if such interest could not be applied, the maximum interest allowed by applicable Law, whichever is less.]

Additionally, the delay in the payment of the Price by the Client will be considered a material breach of this Agreement, which will justify the suspension of the provision of the Services and access to the Platform and will be sufficient cause for the immediate termination of this Agreement by BeeAgent. Such suspension or termination will in no way exempt the Client from paying the Price and the late charge, and the Client will be responsible for costs associated with the recovery of outstanding amounts, including, among others, attorneys' fees, and/or judicial costs.

7.6. Plan Cancellation Policy:

• The Client may cancel their subscription to the Plan by providing at least thirty (30) days' notice before the end of the current billing period.
• No refunds will be provided for partial periods or Services not used by the Client.

8.1. Ownership: BeeAgent retains all rights, title, and interest in the Platform and Services, including all intellectual property rights linked to them.

8.2. License to the Client: BeeAgent grants the Client a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license, which they accept, to access and use the Platform and Services for their legitimate business purposes, under the terms and conditions provided in this document.

Except with our express written permission or as permitted by applicable law, You may not (in whole or in part) copy, distribute, reproduce, adapt, store, transmit, decrypt, print, display, market, perform, publish, or create derivative works, offer for sale or use (except as expressly authorized in these T&C) any part of our IP. You are not granted any rights, except those expressly set forth in these T&C.

8.3. Client Content License: By uploading or submitting content, the Client grants BeeAgent a perpetual, irrevocable, worldwide, and royalty-free license to use, reproduce, modify, and distribute such content solely for the purpose of providing and improving the Services.

To this end, the Client declares that they are the author or have all rights and permissions over any content or element (such as, among others, images, music, videos, documents, data, advertisements, promotions, logos, opinions, articles, material, links, code, software, among others) that they upload to the Platform, as well as that such content will not infringe on the rights of any third party.

BeeAgent's collection and processing of personal data, including Google user data where applicable, is described in our Privacy Policy. The following clauses govern the data processing relationship between the parties in the context of the Services.

9.1. The Parties undertake to comply with the provisions and regulations provided in Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 ("GDPR"), and/or any other applicable regulations. The personal data of the representatives of the Parties, as well as those of their employees and other contact persons who may intervene in the formalized legal relationship will be processed, respectively, by the Parties, who will act independently, as Data Controllers. Said personal data will be processed for the purpose of executing and complying with this Agreement, as well as the contractual relationship derived from it; and complying with the legal obligations derived from said contractual relationship. The legal basis for the processing is the execution of the contractual relationship between the Parties, the legitimate interest pursued by the Parties and compliance with the applicable legal obligations. The data will be kept during the development of this relationship, and the years necessary for the fulfillment of the legal obligations of the Parties. The data may be communicated to those third parties to whom the Parties are legally or contractually obliged to communicate them (such as third-party service providers who have been entrusted with a service linked to the management or execution of this Agreement, or public administrations). Data subjects may exercise their rights of access, rectification, deletion, limitation of processing, data portability and opposition by writing to Avenida Diagonal, num. 575, Edificio La Illa, Módulo II, Floor 2, 08029 Barcelona, Spain and/or sending an email to [email protected]. If they have not obtained satisfaction in the exercise of their rights, they can file a complaint with the competent control authority.

9.2. When acting as an independent Data Controller, each of the Parties will be responsible for compliance with the GDPR or any other data protection regulations that modifies, develops, repeals or consolidates it, including, where appropriate, the guides and codes of good practices issued by the control authorities, as well as any other regulations that may be applicable.

9.3. In the event that, for the provision, management and maintenance of the Services contemplated in this Agreement, BeeAgent processes personal data, it will do so as a Data Processor (hereinafter, the "Processor"), with the Client being the Data Controller (hereinafter, the "Controller"), and said processing will be governed by what is established in the following clauses:

• Purpose of processing. The Data Processor will process the data for the sole purpose of providing the Services contemplated in these Terms and Conditions, in addition to what is specified in these clauses.


• Description. The processing activity carried out by the Processor consists of collection, structuring and others necessary for the provision of the Services. The categories of data subjects are the Client's customers or consumers. The type of personal data processed are identifiable or other types of data necessary for the provision of the Services.


• Disclosure of Controller's data. The Processor will not disclose or communicate any personal data of the Controller, unless (a) it is necessary for the provision of the Services; (b) indicated by the Controller themselves; and (c) required by law, a court or an official authority.


• Confidentiality. The Processor guarantees that only personnel who need to have direct access to the data to fulfill their obligations in compliance with the Services will have access to the personal data. Likewise, the Processor has reasonable measures to guarantee the reliability of personnel who may have access to the Controller's personal data, being subject to the relevant confidentiality agreement.


• Processor's obligations. BeeAgent as Processor, undertakes to: (a) maintain a written record of all categories of processing activities carried out on behalf of the Controller in compliance with Article 30 of the GDPR; (b) apply and comply with appropriate security, organizational and technical measures to guarantee an adequate level of security considering the state of the art and the costs of application in relation to the risks and the nature of the personal data that must be protected, in order to guarantee the security and integrity of the Controller's personal data and avoid accidental or unlawful destruction, loss or alteration of the data; (c) carry out periodic reviews of the effectiveness of said measures and provide the Controller with information demonstrating compliance with its obligations and, where appropriate, help the Controller to carry out data protection impact assessments, prior consultations with the supervisory authority when appropriate, and collaborate in the reviews and audits that the Controller may carry out; (d) process the data following the documented instructions of the Controller, not disclose the data to third parties except with the express instruction of the Controller, maintain the confidentiality of the data and notify the Controller without undue delay and within a period of 48 hours of any breach of data security of which it becomes aware; (e) help the Controller comply with their obligation to respond to data subjects' requests.


• Destination of personal data. After the completion of the Services, at the request of the Controller, the Processor will return or delete all personal data of the Controller. Notwithstanding the foregoing, the Processor may retain the personal data properly blocked during the period in which responsibilities may arise from its relationship with the Controller, in accordance with applicable current regulations.


• Subprocessing. The Processor requires the subcontracting of third parties who will process the Controller's personal data. Some of the subprocessors are necessary for the provision of the Services, as the functioning and operability of the Processor's systems and the provision of certain services depend on them. With all of them, the Processor maintains an agreement in which data protection obligations are established, offering sufficient guarantees to apply the appropriate technical and organizational measures to the processing. In addition, it may be necessary to contract new subprocessors in relation to the Services provided by the Processor. If it were necessary to subcontract any other processing, the Processor will notify the Controller previously and in writing, indicating the processing that is intended to be subcontracted and clearly and unequivocally identifying the subprocessor. The subcontracting may be carried out as long as the Controller has not opposed it within 10 business days from the notification. In any case, the Processor must sign an agreement with the subprocessor in compliance with the provisions of Article 28 of the GDPR. In case of non-compliance by the subprocessor, the Processor will be responsible to the Controller.

10.1. Use at your own risk: You expressly understand and accept that the use of the Platform, Services, and Plans is at your own risk.

10.2. Disclaimer of warranties: The Platform and Services are provided "as is" and "as available", and We expressly disclaim all express or implied warranties of any kind, including, but not limited to, implied warranties of accuracy or reliability, validity, availability, suitability or completeness of any information, content or data provided through the Platform and, therefore, in no case, will we be liable for any claim, loss, damage, liability, cost or expense of any kind, whether direct or indirect (including damages for loss of profit, loss of revenues, profits, data, use, goodwill or other intangible losses) or any other damage of any kind related to or caused by the access or use of the Platform and/or the Service.

Likewise, we do not guarantee that the Platform and/or the Services will meet your requirements, be secure, uninterrupted, timely, accurate or error-free, or that your information is secure.

Any material, software, document downloaded or obtained in any way through the Website, or from the server that makes it available, is done at the Client's own discretion and risk, and You will be solely responsible for any damage to your computer system or for the loss of data resulting from the download of such material, document or software, as we cannot guarantee that they are free from viruses, trojans or other harmful components. You agree that We have no responsibility for the deletion or failure in storing or transmitting any content or communication maintained on the Platform.

Finally, BeeAgent will in no case be responsible for the content, services, data or actions of third parties, including but not limited to, services provided by third parties through the Platform and You release Us from any claim and damages, known and unknown, that arise from or are related in any way to any claim that You have against any of such third parties.

10.3. No liability for damages: BeeAgent will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages or any other resulting from the use or inability to use the Platform and/or the Services.

In any case, in case of proven liability on the part of BeeAgent, the total liability that BeeAgent may assume, whether contractual, warranty, damages (including any type of negligence or willful misconduct), product liability, effective liability or other, arising from or related to the use or inability to use the Services, the Platform and/or the functionalities described in the Subscription Plans, may not exceed the amount paid by the Client to BeeAgent, if any, for accessing the Services and the Platform during the [six (6)] months immediately preceding the date of the claim or [one hundred euros (100 €)], whichever is less. To the extent that applicable law prohibits the limitation of such liability, BeeAgent will limit its liability to the maximum allowed by applicable law. No action or proceeding may be brought against BeeAgent after six (6) months from the date on which the facts that could have generated BeeAgent's liability occurred or were discovered.

11.1. You agree to indemnify, defend and hold harmless BeeAgent and its affiliates, partners, directors, employees, agents and collaborators from any claim, liability, damage, loss and expense, including reasonable attorneys' fees, arising from or related in any way to:

• The Client's access or use of the Platform and/or the Services, breach of the provisions of these Terms and Conditions and applicable regulations.


• Infringement by the Client of any third-party rights, including intellectual property rights.

12.1. The Agreement will enter into force on the date of acceptance of these Terms and Conditions, that is, the date of Registration on the Platform or the acceptance of these Terms and Conditions in any other way, whichever occurs first, and will continue in force until it is resolved in accordance with the provisions of these Terms and Conditions.

12.2. Termination by BeeAgent: BeeAgent reserves the right to terminate these T&C or suspend your access to the Platform and Services at any time, for any reason, without prior notice or liability.

12.3. Termination by the Client: The Client reserves the right to terminate these T&C and cancel their subscription to the Plan by providing at least thirty (30) days' notice before the end of the corresponding billing period.

12.4. Effects of termination:

• After termination, your right to use the Services will cease immediately, and the Client will not be able to access the Platform or benefit from the Services.


• BeeAgent may delete your content and data from your Account without prior notice.


• The obligations, commitments, and responsibilities of the Parties that, by their nature, should survive the termination of this Agreement, will remain in force.


• Any amount pending payment by the Client to BeeAgent must be paid immediately.

13.1. Communications: By using the Platform, You agree to receive physical or electronic communications from BeeAgent, including emails, messages, and notifications, to any address or phone number provided to BeeAgent.

In the event that the Client wishes to make a notification to BeeAgent, they must do so in accordance with the following:

• To the attention of customer service
• Address: […]
• Email: […]

13.2. Delivery of notifications: Communications are considered received at the moment they are sent to you.

14.1. Entire Agreement: The Agreement constitutes the complete agreement between the Parties with respect to the use of the Platform and Services.

14.2. Severability: If any provision of these Terms and Conditions is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.3. No Waiver: BeeAgent's failure to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision.

14.4. Assignment: You may not assign any right or obligation under these Terms and Conditions without the prior written consent of BeeAgent. BeeAgent may assign its rights and obligations without restriction.

14.5. Force Majeure: Neither Party shall be responsible for any failure or delay in fulfilling its obligations under the Agreement (except payment obligations) for any cause beyond the reasonable control of such Party, including, but not limited to, power outages, failure of Internet service providers, failure due to Internet disruption (including, without limitation, denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, floods, pandemics, earthquakes, explosions, and other acts beyond the control of the Parties.

14.6. Links to third parties: The Platform may contain links to third-party websites. BeeAgent is not responsible for the content or practices of third-party websites.

15.1. Applicable Law: The Agreement will be governed and interpreted in accordance with the laws of Spain.

15.2. Jurisdiction: Any dispute arising from the Agreement will be subject to the exclusive jurisdiction of the courts of [Barcelona], Spain.

If you have questions or concerns about these Terms and Conditions, please contact us at:

Email: [email protected]

Postal address: Avenida Diagonal, num. 575, Edificio La Illa, Módulo II, Floor 2, 08029 Barcelona, Spain

• Platform: The BeeAgent website accessible at beeagent.ai and all associated SaaS tools
• Services: All functionalities, tools, and applications offered by BeeAgent
• Client: Any entity or professional who accesses or uses the Platform or Services
• Account: The Client's registration in our system
• Subscription Plans: The different service modalities offered by BeeAgent with different functionalities and prices