1.1. These general terms and conditions, as they may be amended from time to time as set out herein, govern the use and provision of the Services provided by Bolt or its Affiliates to the Subscriber and forms part of the Agreement between the Parties.
1.2. Terms that are used but not defined in this document shall have the meaning set out in the Agreement Order Form. Defined terms:
“Affiliate” means a Party’s ultimate parent company and any legal entity that directly or indirectly through one or more intermediaries is controlled by or under common control with the ultimate parent company. For the purposes of this definition, the term ‘control’ shall be understood as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legal entity, whether through the ownership of voting stock, by contract, or otherwise.
“Confidential Information” means as defined in Clause 6.1.1.
“Disclosing Party” means as defined in Clause 6.1.1.
“Effective Date” means the date when the Order Form is signed by duly authorised representatives of both Parties.
“Initial Service Term” means as defined in Clause 4.1.
“Intellectual Property Rights” means all intellectual or industrial property rights, including patents, trademarks, trade names, service marks, domain names, designs, utility models, copyrights, neighbouring rights, database rights, confidential know-how, trade secrets, and similar rights valid against third parties, whether registered or not, and including applications and the right to apply for registration of any rights, which may be protected anywhere in the world.
“Receiving Party” means as defined in Clause 6.1.1.
“Renewal Term” means as defined in Clause 4.1.
“Services” means the access to the online course(s) as described accurately at the time of the purchase, including their content, duration and format. All course materials, including videos, workbooks, and resources, are Intended for personal use only and should not be shared, distributed, or resold.
“Term” means the Initial Service Term and all Renewal Terms combined.
2.1.1. Subject to the terms and conditions of the Agreement, the Subscriber hereby subscribes to, and Bolt shall supply, the Services specified in the Order Form.
2.1.2. The Services are generally available 24/7 except for interruptions due to support and maintenance by Bolt’s providers. Bolt’s providers shall use all commercially reasonable efforts to undertake maintenance so as to cause as little disruption of the Services as possible and, in so far as it is reasonable to do so in the circumstances, provide advance notice to the Subscriber of any suspension of the Services.
2.1.3. The Subscriber is responsible for obtaining and maintaining, at its expense, the hardware, software and Internet connectivity necessary to access and use the Services.
2.2. Account administration, access credentials, etc.
2.2.1. The Subscriber is responsible for safeguarding any access credentials related to the Services and for all acts and omissions under its account. In case of suspected or confirmed unauthorized access to or use of the Services or the Access Credentials, the Subscriber shall promptly inform Bolt.
2.2.2. The Subscriber shall assign each of its end users with an individual and specific license, which may not be shared, transferred or other- wise used by anyone else, unless specified in the Agreement.
2.3.1. The Subscriber agrees not to
(i) use the Services in a way that infringes, misappropriates or violates any person’s rights,
(ii) use the Services in an excessive manner (as further clarified in Clause 2.3.2) or exceed the maximum number of authorised end users set out in the Order Form,
(iii) sub-licence, rent, sell, lease, distribute or otherwise transfer its right to access or use the Services or otherwise use or allow others to use the Services for the benefit of any third party (other than Affiliates),
(iv) attempt to reverse engineer, decompile, reverse compile, disassemble, decrypt, translate or derive the source code or algorithms or review data structures of the Services or any portion thereof, except as permitted by applicable law,
(v) modify, customise, port, translate, localise or create derivative works (including but not limited to creating new or extending existing tables or databases) of the Services,
(vi) except as permitted through any API offered by Bolt, use any automated or programmatic method to extract data or Output from the Services, including scraping, web harvesting, or web data extraction,
(vii) gain or attempt to gain non- permitted access by any means to any Bolt computer system, network or database,
(viii) access all or any part of the Services in order to build a product or service which competes with the Services,
(ix) introduce or permit the introduction of, any virus or malware into Bolt ’s network and information systems,
(x) file copyright or patent applications that include the Services or any portion thereof,
(xi) use the Services in a manner that interferes or attempts to interfere with the proper working of the Services, and/or
(xii) use the Services to create, share or store clearly offensive or inappropriate material.
2.3.2. Should an end-user generate
(i) more than three (3) times the traffic of an average user in Bolt (measured on a weekly basis), or
(ii) an amount of traffic which is clearly outside of that end user’s normal use parameters,
Bolt retains the right to limit the individual end user’s access to the Services for the remainder of that specific month and notifying the Subscriber of the issue. For the avoidance of doubt, this shall not result in a permanent restriction, and is simply intended to protect the Services from excessive usage.
2.3.3. The Subscriber is responsible for its, and its Affiliates’ and their administrators’ and end users’ use of the Services, and their adherence (or failure to adhere) to the usage restrictions.
2.3.4. If Bolt or Bolt’s providers become aware that the Subscriber (or an individual administrator or end user) has violated this Clause 2.3, they will notify Subscriber by email (a ‘service notice’) and request Subscriber to take immediate and appropriate action, including ceasing problematic usage or removing applicable Input. If not capable of being remedied or if the Subscriber fails to comply with a service notice within the reasonable time period set forth in the service notice, Bolt may suspend the Subscriber’s (or the individual administrator’s or end user’s) access to the Services until the requested action is taken. If the Subscriber fails to take the required action within ten (10) business days after a suspension on two (2) or more occasions during any rolling twelve (12) month period, Bolt may, without prejudice to its other rights and remedies, terminate the Agreement immediately for cause in accordance with Clause 4.2. 3.
3.1.1. The Subscriber shall pay the fees for the Services
(i) which follow from the Order Form, or, if not stated in the Order Form,
(ii) charged in accordance with Bolt ’s offered standard subscription plans from time to time.
3.1.2. The Subscriber’s payment of fees are neither
(i) contingent on the delivery of any future functionality or features nor
(ii) dependent on statements not set forth in the Agreement.
3.1.3. Bolt reserves the right to update the fees charged hereunder, applicable on the coming Renewal Term, by giving at least forty-five (45) days’ notice.
3.1.4. Termination of the Agreement will not relieve the Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination, or (unless and to the extent explicitly stated herein) give the Subscriber a right to a refund of already paid fees (other than pre-paid fees for the period after the effective date of termination). If the Subscriber terminates the Agreement without cause prior to the end of the then-current term, the balance of the fees for the remainder of the term shall immediately fall due.
3.2.1. Unless otherwise stated in the Order Form, invoices are due net thirty (30) days from the invoice date.
3.2.2. If any duly invoiced amount is not received by Bolt by the due date, Bolt may (at its discretion and without limiting Bolt ’s rights or remedies hereunder),
(i) charge late interest equal to twelve (12) per cent on the overdue amounts,
(ii) suspend the Subscriber’s access to the Services,
until the overdue amounts are paid in full, provided that Bolt has given at least ten (10) business days’ prior notice of such suspension and payment of the defaulted amount has not been received by Bolt within such period. In case of repeated payment delays by the Subscriber, Bolt may also condition future subscription renewals and service orders on shorter payment terms.
3.2.3. Unless explicitly stated in the Order Form, the fees do not include VAT or any other taxes, levies, duties, or similar governmental charges of any nature, (collectively ‘taxes’). The Subscriber is responsible for paying all taxes associated with the Agreement. If Bolt is obligated by law to pay or collect taxes for which Subscriber is responsible, Bolt will invoice Subscriber and Subscriber will pay that amount. Subscriber will provide Bolt any information Bolt reasonably requests to determine whether Bolt is obligated to collect taxes.
(i) the Effective Date, and
(ii) the date when the Subscriber starts using the Services, and shall remain in force during the initial period set out in the Order Form (the ”Initial Service Term”).
Unless terminated by Bolt with no less than ninety (90) days written notice, or by Subscriber with no less than thirty (30) days written notice, both counting before the expiry of the Initial Service Term, the Agreement shall be automatically prolonged for an additional subscription period (”Renewal Term”), equivalent to the length of the Initial Service Term (each renewal), until terminated by Bolt with no less than ninety (90) days written notice, or by Subscriber with no less than thirty (30) days written notice, both counting before the expiry of then current Renewal Term.
Any termination of this Agreement shall be made in writing.
(i) upon thirty (30) days written notice to the other Party of a material breach if the breach remains uncured at the expiration of the notice period,
(ii) if the other Party becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, or
(iii) if the other Party goes out of business, or ceases its operations.
4.3.1. Upon termination of the Agreement, howsoever occasioned,
(i) the licenses under Clause 8.2 shall terminate (except to the extent for the duration needed to allow Bolt to assist the Subscriber with data retrieval under Clause 5.3.2), and
(ii) all outstanding fees shall be due and payable.
4.3.2. In connection with termination of the Agreement or otherwise during the Term, Bolt undertakes to, on the Subscriber’s reasonable request and at the Subscriber’s reasonable expense (unless applicable law provides otherwise), assist the Subscriber in retrieving any Input stored in the Services (if any) in a standard machine readable format. In addition, unless otherwise required under applicable law, both Parties shall promptly return or, if so instructed by the other Party, destroy, any Confidential Information of the other Party. Upon Subscriber’s written request, Bolt shall delete any Input stored in the Services (if any) in a manner rendering it impossible to recreate.
4.3.3. The provisions herein that by their nature are intended to survive the expiration or termination of this Agreement shall so survive to the extent necessary to the intended preservation of the Parties’ rights and obligations. It is noted that the confidentiality undertakings in Clause 6.2 shall survive for the longer of
(i) five (5) years counting from the termination hereof,
(ii) in relation to any Confidential Information which comprise Intellectual Property Rights, the term of protection for the Intellectual Property Right, and
(iii) in relation to any Confidential Information which comprise information covered by statutory and/or bar association rules on confidentiality, the time period required under applicable law/bar association rules (which, the Parties acknowledge, may be eternal or at least one hundred (100) years).
5.1.1. Bolt warrants during the Term,
(i) that the Services will perform materially in accordance with the Agreement, and be performed in a professional manner, in accordance with generally accepted industry standards,
(ii) that the information security measures which follow from Clause 6.3 will not be materially decreased, and
(iii) that Bolt will not materially decrease the overall functionality of Bolt Plat- form.
However, Bolt does not warrant that the Services will be uninterrupted, accurate or error free.
5.1.2. Notwithstanding Clause 5.1.1, Bolt shall always be entitled to adjust the Services so as to ensure compliance with applicable law address any security issue, or remove the risk of infringement of third party Intellectual Property Rights.
5.1.3. Except in case of gross negligence or wilful misconduct by Bolt, the Subscriber’s sole and exclusive remedies for a breach of Clause 5.1.1 shall be to
(i) request a remedy of the breach, and
(ii) if remedial action is not taken or possible and the breach is material, exercise its termination rights in accordance with Clause 4.2.
5.2.1. Neither Party shall be liable under the Agreement for any lost profits, lost opportunities, or indirect, special, incidental, or consequential damages or any other indirect damage or loss, even if advised of the possibility of such damages.
5.2.2. A Party’s aggregate liability under the Agreement shall not exceed the total fees paid or payable by the Subscriber in the twelve (12) months prior to the event that gave rise to the claim.
5.2.3. The limitations set out in Clause 5.2.1 and 5.2.2 shall not apply
(i) to the extent contrary to applicable law,
(ii) in relation to the Sub- scriber’s obligation to pay fees hereunder,
(iii) in relation to claims due to a Party’s breach of Clause 6.2.1 (confidentiality undertaking), or
(iv) in relation to claims due to a Party’s wilful misconduct, gross negligence or fraudulent behaviour.
5.2.4. Notwithstanding Clause 5.2.3(iii), the limitations to a Party’s liability set out in Clause 5.2.1 and 5.2.2 shall nevertheless apply where a breach occurs through
(i) the acts of an external threat actor, despite a Party having fulfilled its obligations.
5.2.5. To be valid, any claims for damages shall be notified to the other Party no later than twelve (12) months from the time the event giving rise to the claim occurred, however, never later than six (6) months from the expiration or termination of the Agreement.
5.2.6. Bolt acknowledges that the Services may be used by the Sub- scriber’s Affiliates, if this is set out in the applicable Order Form. The Subscriber is liable for its Affiliates use of the Services as for its own. In addition, Bolt ’s liability under the Agreement will remain unaffected regardless of whether Subscriber’s Affiliates use the Services, and Bolt shall have no obligation or liability in relation to any such Affiliate.
5.2.7. The Subscriber is solely responsible to ensure that any use of the Services (including Output) is in compliance with applicable export control legislation and trade sanctions.
6.1.1. “Confidential Information” means all information disclosed by a Party (”Disclosing Party”) to the other Party (”Receiving Party”), whether orally or in writing,
(i) that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential,
(ii) Input and Output,
(iii) the Services,
(iv) the terms and conditions of the Agreement, including pricing, and
(iv) any business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each Party in connection with the Agreement.
6.1.2. Notwithstanding Clause
6.1.1. Confidential Information does not include information that:
(i) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party;
(ii) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party;
(iii) is rightfully disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligations, or
(iv) is at any time independently developed by Receiving Party without the use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.
6.2.1. The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential during the Term and the subsequent period which follows from Clause 4.3.3, and not use Confidential Information for any purpose outside the scope of the Agreement.
6.3.1. Each Party shall safeguard all Confidential Information of the other Party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information. Each Party must implement reasonable and appropriate measures designed to help secure access to and use of the Confidential Information.
6.3.2. If either Party discover any vulnerabilities or breaches related to the use of the Services, the Party must promptly contact the other Party and provide reasonable details of the vulnerability or breach.
7.1.1. Bolt and its Affiliates or licensors own all rights, title, and interest in and to the Services, including but not limited to all Intellectual Property Rights included therein, as well as modifications, updates and upgrades thereof. Nothing in this Agreement shall be considered a transfer or license to those rights, except as explicitly stated herein.
7.1.2. However, for the avoidance of doubt, the Subscriber, its Affiliates and/or licensors, as the case may be, retains full ownership of its Input (and any Input which is included in Output), as well as any modifications or configurations of account settings made by or on behalf of the Subscriber, e.g. user-created workflows, playbooks or prompt templates.
7.1.3. Bolt reserves the right, in its sole discretion, at any time to make improvements, additions, modifications (including, subject to Clause 5.1.1, removing features), and to correct any errors or defects in the Services, notwithstanding that such measures may temporarily impair the Subscriber’s access to or use of the Services.
7.2.1. Subject to the Subscriber’s and its Affiliates’ adherence to this Agreement, Bolt grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), fully revocable license for the Term, in the jurisdictions supported by Bolt and for the number of individual users stated in the Order Form, to access and use the Services specified in the Order Form for the Subscriber’s and its Affiliates’ internal business operations.
7.2.2. Subject to the Subscriber’s and its Affiliates’ adherence to this Agreement, Bolt grants the Subscriber a perpetual, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), royalty- free license, in the jurisdictions supported by Bolt, to use any deliverables developed by Bolt and Bolt’s provider for the Subscriber and delivered by Bolt to Subscriber in connection with the services. Aside from the Subscriber’s Intellectual Property Rights described in any applicable Statements of Work and included in the deliverables, Bolt shall retain all ownership rights to the deliverables.
8.1. When providing the Services to the Subscriber, Bolt will, in the capacity of data processor, process personal data on behalf of the Subscriber.
8.2. Bolt will also process personal data for its own purposes, in the capacity of data controller, as described in Bolt ’s Privacy Notice.
9.1. No partnership This Agreement does not create a partnership, joint venture, or agency relationship between the Parties or their respective Affiliates. The Parties are independent from each other, and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without the other Party’s prior written consent.
Except as otherwise specified in the Agreement, all notices, permissions, and approvals shall be in writing and shall be deemed to have been given upon
(i) personal delivery;
(ii) the second business day after mailing; or
(iii) the day of sending by email. Notices of termination of the Agreement shall be addressed to info@theboltlabs.com and Bolt’s account manager. All other notices under the Agreement shall be provided to the Parties’ respective contact person as specified in the Order Form.
No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more in- stances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement.
In the event any provision of this Agreement is wholly or partly invalid, the validity of this Agreement as a whole shall not be affected and the remaining provisions of this Agreement shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, this Agreement, it shall be reasonably amended.
Neither Party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld) provided, however, either Party may assign the Agreement in its entirety, without the other party’s consent
(i) to its Affiliate or
(ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Notwithstanding the immediately preceding sentence, if a Party is acquired by, sells all or substantially all assets to, or undergoes a change of control in favour of, a direct competitor of the other Party, then such other Party may, but is not required to, terminate the Agreement upon written notice.
Bolt may, subject to Clause 7 and, in relation to the processing of personal data, the Data Processing Agreement entered into between the Parties, use subcontractors for the provision of the Services. Bolt shall be liable for its subcontractors actions and omissions as for its own, and remain the Subscribers sole point of contact in relation to the Services. Upon request, Bolt shall provide Subscriber of a list of all subcontractors in possession of or which has access to the Sub- scriber’s Confidential Information.
If stated in the Order Form, the Subscriber grants Bolt the right to use the Subscriber’s company logos, company name(s), trademarks, and user quotes as reference material for marketing and public relations material, thereby identifying Subscriber as a Bolt customer. Upon the Subscriber’s written request, Bolt shall immediately cease any such use as instructed by the Subscriber.
9.8.1. Except for payment obligations under the Agreement, neither Party will be liable for failure to perform or inadequate performance under the Agreement to the extent caused by a condition that was beyond the Party’s reasonable control and which substantially affects the Party’s or its sub-contractors’ performance, including, for example, a natural disaster, epidemic or pandemic, act of war or terrorism, riot or civil unrest, labour conditions such as boycott, strike, lock-out, governmental action, disruption of telecommunications, failure or delay of internet services providers or widespread internet disturbance, disruption of power or other essential services.
9.8.2. A Party claiming that circumstances described in Clause 10.8.1 prevents it from performing in accordance with the Agreement shall use commercially reasonable efforts to overcome and mitigate the effects of such circumstances.
9.8.3.If the performance of the Services in substantial respects is prevented for a period exceeding one (1) month due to a circumstance stated in Clause 9.8.1, either Party shall have the right to terminate the Agreement in writing, without incurring any liability for compensation.
The Agreement sets forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises and representations, whether written or oral, with respect thereto are superseded hereby. For the avoidance of doubt, any term or condition stated in a Subscriber purchase order or other Subscriber order documents (excluding the Order Form) is void.
Bolt may amend these general terms and conditions (and the resulting End User Terms) from time to time. Any and all amendments to these general terms and conditions will be posted at https://theboltlabs.com/ and indicate the date they were last updated. Amendments will become effective thirty (30) days after posting, or such later date stated by Bolt. If an amendment materially adversely affects the Subscriber’s rights or obligations then the Subscriber may terminate the Agreement without penalty upon notice to Bolt no later than five (5) days prior to the effective date of the revised general terms and conditions. The Subscriber shall be deemed to have accepted and agreed to be bound by any amendments to the general terms and conditions if the Subscriber uses the Service after the effective date of those amendments.
10.1. The Agreement shall be governed by the substantive law of Spain.
10.2. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled in court, by the Court of Madrid.
