"Affiliate" means any entity that is controlled by a Party, that controls a Party, or that is under common control with a Party, where «control» means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies.
"Agreement" means this Master Services Agreement, including all Statements of Work, Order Forms and annexes thereto.
"Bolt Proprietary Services" means the services developed and delivered directly by Bolt, including L&D Consulting and Strategy, Custom Content Creation and AI Workshops (excluding any third-party components).
"L&D Consulting and Strategy" refers to customized advisory and support services aimed at designing, structuring and optimizing the Client's learning and development ecosystem.
"Platforms" refers to the modern collaborative learning management systems (LMS) provided or integrated by Bolt, including, but not limited to, Skillsoft Percipio, Codecademy, TalentLMS, 360Learning, Thrive and 7Speaking. Certain Platforms may be third-party products subject to the applicable third-party provider's terms and conditions.
"Specialized Tools" refers to third-party technology solutions that support learning, training or organizational development, including, but not limited to, gamification platforms, artificial intelligence tools, coaching systems, simulations and knowledge hubs such as Crystal Knows, Mister IA, Replicate Labs, Zapiens and Let's Copilot. Specialized Tools are third-party products subject to the applicable third-party provider's terms and conditions.
"Premium Content" refers to licensed libraries of microlearning, soft skills training or specialized educational materials sourced from providers such as OpenSesame, Udemy Business and GoodHabitz.
"Custom Content Creation" refers to the development of Client-tailored learning materials, including, but not limited to, SCORM courses, videos, gamified modules and microlearning resources.
"AI Workshops" refers to hands-on training sessions delivered in collaboration with Lokebit, aimed at the applied, realistic and effective use of artificial intelligence within the Client's organization.
"Third-Party Products" refers to the products, platforms, tools or content licensed or provided by third-party providers and resold by Bolt to the Client, including, but not limited to, certain Platforms, Specialized Tools and Premium Content, as specified in the applicable Order Form.
"Third-Party Provider" refers to the original provider, licensor or owner of the Third-Party Products, including, but not limited to, Let's Copilot and other providers of Platforms, Specialized Tools and Premium Content.
"Business Days" refers to the days from Monday to Friday, excluding public holidays in Spain.
"Client Data" refers to any document, material, data or information of any kind that is uploaded or submitted by or on behalf of the Client to the product or service, or that is generated or processed by or on behalf of the Client using the Services or Products.
"Confidential Information" has the meaning set forth in Section 9.
"Content" means Incoming Content, Client Content and Account Information entered into the Bolt Product or Services or any other data managed by the Client through the Products or Services.
"Effective Date" means the earlier of the following dates: (i) the date on which the Client signs the applicable Order Form, or (ii) the applicable Statement of Work.
"End User" means any person authorized by the Client to use the Software on behalf of the Client.
"Force Majeure Event" means any event beyond the reasonable control of either Party that prevents the performance of the obligations set forth herein.
"Intellectual Property Rights" means any and all rights known at present or existing in the future (a) related to works of authorship, including, but not limited to, copyrights, copyrightable works (including, but not limited to, mask work rights) and moral rights; (b) trademark, trade dress, trade name, corporate name or service mark rights; (c) trade secret rights and other confidential information (including, but not limited to, ideas, information, improvements, specifications, drawings, programmer's notes, discoveries and proposals); (d) patents, patent disclosures and inventions (whether patentable or not), know-how and industrial property rights; (e) logos, layout design rights, design rights, sui generis database rights and other proprietary rights of any kind and nature, other than trademarks, service marks, trade dress and similar rights, whether registered or unregistered; (f) computer software programs (including, but not limited to, source code and object code), data, databases and documentation thereof; and (g) all registrations, applications, renewals, extensions or reissues of the foregoing, in each case in any jurisdiction worldwide.
"Order Form" refers to any quotation or other ordering document related to the use of the Products or the provision of Professional Services.
"Statement of Work" or «SOW» refers to a written agreement between the Parties specifying the particular Services to be provided, the expected deliverables, timelines and fees.
"Term" refers to the period specified in Section 4.
"Services or Products" refers to all advisory, technology, educational and content development solutions provided to the Client, as specified in the applicable Statements of Work and/or Order Form.
"Subscription" refers to the recurring access to Bolt Products granted to the Client during the Subscription Term, as specified in the applicable Order Form.
2.1 License Grant
During the Subscription Term, Bolt grants the Client and its Affiliates a limited, revocable, non-exclusive, non-transferable, non-sublicensable and worldwide right to: access and use the Services (including L&D Consulting and Strategy, Platforms, Specialized Tools, Premium Content, Custom Content Creation and AI Workshops) in accordance with the documentation, solely for the Client's internal business purposes and subject to the terms of this Agreement and any additional license parameters or restrictions identified in the Order Form and/or Statement of Work.
2.2 Usage Limitations
The Order Form or Statement of Work may specify usage limitations, which may include: (i) a maximum number of End Users authorized to access the Platforms, Premium Content or AI Workshops; (ii) a maximum number of licenses for Specialized Tools; (iii) a maximum volume of Custom Content Creation (measured in hours, modules or deliverables, as specified); or (iv) any combination of the foregoing. The Client may request an increase of these maximum limits at any time. Upon confirmation by Bolt, as soon as reasonably practicable following such request, the Client shall receive an updated Order Form with the new maximum limits and corresponding Fees, with immediate effect (unless otherwise specified in the Order Form). In addition, the Client may request a reduction of the maximum limits upon renewal of the Initial Term or a Renewal Term. Such request shall be communicated in writing to Bolt at least sixty (60) days in advance. Once Bolt confirms such request, the Client shall receive an updated Order Form, or the Client's account information within the Platforms or Services shall be updated with the new maximum limits and corresponding Fees.
2.3 Use Restrictions
The Client undertakes and warrants that it shall not do the following and shall ensure that its End Users do not do the following:
copy, adapt, alter, translate, modify or create derivative works based on the Platforms, Specialized Tools, Premium Content, Custom Content Creation or any other intellectual property of Bolt without the express consent of Bolt;
exceed the subscribed quantities, users, license limits, content volume or other entitlement measures for the Services (including Platforms, Specialized Tools, Premium Content, Custom Content Creation and AI Workshops) as set forth in the applicable Order Form and/or Statement of Work without the prior approval of Bolt;
assign, sell, resell, sublicense, rent, lease, timeshare, distribute or otherwise transfer the rights granted to the Client under this Agreement to any third party, including, but not limited to, sharing access credentials to the Platforms or Specialized Tools, or redistributing Premium Content or Custom Content Creation outside the Client's organization;
modify, decompile, reverse engineer, disassemble or otherwise derive or determine, or attempt to derive or determine, the source code (or any underlying ideas, algorithms, structure or organization) of the Platforms, Specialized Tools or any software component of the Services, except to the extent and only to the extent that such activity is expressly permitted by applicable law;
interfere with or disrupt the integrity or performance of the Services, Platforms or Specialized Tools;
attempt to gain unauthorized access to the Services, Platforms, Specialized Tools or their related systems or networks, or conduct unauthorized penetration testing on any component of the Services;
use the Services, Platforms, Specialized Tools or Premium Content in a manner that infringes the intellectual property rights, publicity rights or privacy rights of any third party, or to store or transfer defamatory, libelous or otherwise unlawful data;
alter, remove or obscure any copyright notices, digital watermarks, proprietary legends or other notices included in the Platforms, Specialized Tools, Premium Content or Custom Content Creation;
extract, download or reproduce Premium Content or Custom Content Creation for purposes other than the Client's internal learning and development activities contemplated under this Agreement.
2.4 Third-Party Products and Services
2.4.1 Where Bolt acts as a reseller of Third-Party Products (as specified in the applicable Order Form), Bolt shall grant a limited, non-exclusive, non-transferable and non-sublicensable license (except to Affiliates, as permitted in the Order Form) to access and use such Third-Party Products, subject to:
• (a) the terms of this Agreement; • (b) the terms of service, acceptable use policies, privacy policies and other applicable terms and conditions of the Third-Party Provider; and • (c) Bolt maintaining its authorized reseller relationship with the Third-Party Provider.
2.4.2 The Client acknowledges and agrees that:
• (a) the use of Third-Party Products is governed by the applicable terms of the Third-Party Provider, which the Client undertakes to comply with; • (b) Bolt's ability to provide access to Third-Party Products depends on the maintenance of its relationship with the Third-Party Provider; • (c) Third-Party Providers reserve the right to modify, suspend or discontinue their products or services at any time; • (d) Bolt is not authorized to make representations or commitments on behalf of Third-Party Providers, except as expressly authorized in Bolt's distribution agreement with such providers.
2.4.3 In the event of a conflict between this Agreement and the terms of a Third-Party Provider in relation to the use of the Third-Party Products themselves, the terms of the Third-Party Provider shall prevail to the extent necessary to resolve such conflict. However, the commercial terms between Bolt and the Client (including pricing, payment terms and the respective obligations of the Parties to each other) shall be governed exclusively by this Agreement. Bolt's liability and obligations shall be governed exclusively by this Agreement, and the terms of Third-Party Providers shall not expand Bolt's liability beyond what is set forth herein.
2.4.4 Third-Party Products are generally available 24 hours a day, 7 days a week, except for interruptions due to support and maintenance by the Third-Party Provider or its suppliers. Third-Party Providers shall use commercially reasonable efforts to carry out maintenance in a manner that causes the least possible disruption and, to the extent reasonable, shall provide advance notice of any suspension.
2.4.5 The Client is responsible for obtaining and maintaining, at its own expense, the hardware, software and Internet connectivity necessary to access and use the Third-Party Products.
2.4.6 The Client is responsible for protecting any access credentials related to the Third-Party Products and for all acts and omissions carried out under its account. In the event of suspected or confirmed unauthorized access to or use of the Third-Party Products or access credentials, the Client shall immediately notify Bolt.
2.4.7 The Client shall assign to each of its End Users an individual and specific license for the Third-Party Products, which may not be shared, transferred or used by any other person, unless otherwise specified in the Agreement.
3.1 The Client shall provide Bolt with all information, documentation and cooperation reasonably requested for Bolt to perform its obligations under this Agreement.
3.2 In addition to the other obligations set forth in this Agreement, the Client shall:
use the Products and Services solely in accordance with the terms of this Agreement;
use the Products and Services solely in accordance with all laws and regulations applicable to the Client.
be responsible for acquiring and maintaining its network connections and telecommunications links from its systems to the Products and Services;
implement the necessary precautions to prevent the introduction and proliferation of viruses or any other harmful software or data components into the Products and Services;
perform regular backups of its Client Data; and
use the Products and Services with diligence and due care (acting as a reasonable company/person in the same situation).
3.3 The Client is responsible for its End Users' compliance with the terms of this Agreement. The Client shall defend, hold harmless and indemnify Bolt and its subcontractors against all claims arising from the use of the Products and Services by its End Users in breach of this Agreement.
3.4 The Client is responsible for the use that it, its Affiliates and its administrators and End Users make of the Third-Party Products, as well as for compliance (or non-compliance) with the use restrictions set forth in this Agreement and in the Third-Party Provider's terms.
3.5 If Bolt or a Third-Party Provider becomes aware that the Client (or an individual administrator or End User) has breached the use restrictions applicable to the Third-Party Products, it shall notify the Client by email and request that the Client take immediate and appropriate action, including cessation of the problematic use. If it is not possible to remedy the situation or if the Client fails to comply within the reasonable period set forth in the service notice, Bolt or the Third-Party Provider may suspend the Client's (or the individual administrator's or End User's) access to the Third-Party Products until the requested action is taken. If the Client fails to take the necessary action within ten (10) Business Days following a suspension on two (2) or more occasions during any period of twelve (12) consecutive months, Bolt may, without prejudice to its other rights and remedies, terminate the Agreement immediately for cause, in accordance with Section 4.2.
4.1 Term
This Agreement shall become effective on the Effective Date and shall remain in force until the end of the Term. The "Initial Term" shall commence on the date on which Bolt has received the initial payment for the use of the Products and Services and shall have the duration indicated in the Order Form and/or Statement of Work. At the end of the Initial Term, the subscription shall automatically renew and shall continue to renew for successive periods of the same duration (being successive periods of one (1) month or one (1) year; each a "Renewal Term"), unless either Party gives notice of termination: (i) before the end of the Initial Term or the then-current Renewal Term for monthly subscriptions; (ii) or no later than sixty (60) calendar days before the end of the Initial Term or the then-current Renewal Term for annual subscriptions.
4.2 Termination for Breach
Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.
4.2.1 In addition, Bolt shall be entitled to terminate this Agreement upon notice to the Client at any time if one or more of the following events occur: (a) insolvency of the Client, (b) filing of a voluntary or involuntary petition by or against the Client in bankruptcy or for its reorganization or arrangement, (c) appointment of a receiver or trustee for the Client, (d) execution by the Client of an assignment for the benefit of creditors, or (e) dissolution of the Client.
4.3 Effect of Termination
Upon termination of this Agreement for any reason, (i) the Client shall immediately pay Bolt all Fees and other amounts owed to Bolt under this Agreement, up to and including the date of termination, (ii) all user rights granted to the Client under this Agreement, including the rights to use the Services and Products pursuant to Section 2, shall automatically terminate. Termination of this Agreement for any reason shall not prejudice any right or remedy that has accrued prior to the effective termination.
4.3.1 In connection with the termination of the Agreement or otherwise during the Term, Bolt undertakes, upon reasonable request by the Client and at the Client's expense (unless otherwise required by applicable law), to assist the Client in recovering any Client Data stored in the Products or Services (including Third-Party Products) in a standard machine-readable format, to the extent technically feasible and permitted by the Third-Party Provider.
4.3.2 Upon termination, both Parties shall promptly return or, if so directed by the other Party, destroy any Confidential Information of the other Party, unless otherwise required by applicable law.
4.3.3 Termination by Third-Party Providers
Bolt may immediately suspend or terminate the Client's access to the Third-Party Products upon notice to the Client if:
• (a) the Third-Party Provider suspends or terminates Bolt's reseller relationship; • (b) the Third-Party Provider suspends or terminates the Third-Party Product; • (c) the Third-Party Provider requires such suspension or termination due to the Client's breach of the Third-Party Provider's terms of service; or • (d) the Third-Party Provider suspends or terminates access in accordance with its terms of service, including breach of acceptable use policies or non-payment.
4.3.4 In the event of termination of Third-Party Products pursuant to clause 4.3.3:
• (a) Bolt shall notify the Client with reasonable advance notice whenever possible; • (b) Bolt shall reasonably assist the Client in recovering any data stored in the Third-Party Products, to the extent technically feasible and permitted by the Third-Party Provider, with reasonable costs borne by the Client; • (c) The Client shall be entitled to a pro rata refund of prepaid fees for the terminated Third-Party Products for the period following the effective date of termination, unless the termination was due to a breach by the Client; • (d) Bolt shall have no further liability to the Client for such termination beyond the refund specified in sub-clause (c).
4.3.5 Bolt has no control over the suspension or termination decisions of Third-Party Providers and shall have no liability to the Client for such actions by Third-Party Providers, except as expressly provided in clause 4.3.4.
4.3.6 The provisions hereof that, by their nature, are intended to survive the expiration or termination of this Agreement shall survive to the extent necessary for the intended preservation of the Parties' rights and obligations. For the avoidance of doubt, the confidentiality undertakings in Section 9 shall remain in effect for a period of three (3) years following termination.
5.1 Fees
5.1.1 Bolt applies a value-based pricing strategy, in line with the perceived value it delivers to its clients. Fees shall be as specified in each SOW and/or Order Form and may include one-time charges, recurring charges or performance-based fees.
5.1.2 Bolt may, at its reasonable discretion, increase the agreed Fees once per year upon renewal of the then-current Initial Term or Renewal Term. Bolt shall notify the Client of the increase in writing thirty (30) days before the date on which the increase takes effect. If the Client does not agree with the Fee increase, it may, within fifteen (15) days of receipt of the notice, terminate the subscription at the time the Fee increase takes effect. If the Client does not exercise this right of termination, it shall be deemed to have accepted the Fee increase and the updated Fees shall apply to the Renewal Terms.
5.1.4 Where Bolt acts as a reseller of Third-Party Products, Bolt reserves the right to adjust the fees for Third-Party Products to reflect changes in the Third-Party Providers' pricing, applicable taxes or Bolt's costs, applicable in the next Renewal Term. Bolt shall notify the Client in writing at least forty-five (45) days in advance of any fee adjustment. The adjusted fees shall apply in the following Renewal Term, unless the Client exercises its right to terminate the Agreement in accordance with Section 4.1. Bolt shall have no liability for price changes imposed by Third-Party Providers.
5.1.5 Termination of the Agreement shall not relieve the Client of its obligation to pay the fees corresponding to the period prior to the effective date of termination, nor (unless explicitly stated herein) shall it entitle the Client to a refund of fees already paid (except for prepaid fees for the period following the effective date of termination, as set forth in clause 4.3.4). If the Client terminates the Agreement without cause before the end of the then-current term, the balance of the fees corresponding to the remainder of the term shall become immediately due.
5.2 Payment Terms
Unless otherwise specified in a SOW or Order Form, invoices shall be payable within thirty (30) days from the date of invoicing. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is greater.
5.2.1 If Bolt does not receive any properly invoiced amount by the due date, Bolt may (at its discretion and without limiting Bolt's rights or remedies hereunder), (i) charge late interest equal to 1.5% per month (or the maximum rate permitted by law, if higher) on overdue amounts, (ii) suspend the Client's access to the Services and Products 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 Bolt has not received payment of the outstanding amount within such period. In the event of repeated late payments by the Client, Bolt may also condition future subscription renewals and service orders on shorter payment terms.
5.2.2 Unless explicitly stated in the Order Form or SOW, fees do not include VAT or any other tax, levy, duty or similar governmental charge of any nature (collectively, "Taxes"). The Client is responsible for the payment of all Taxes associated with the Agreement. If Bolt is required by law to pay or collect Taxes for which the Client is responsible, Bolt shall invoice the Client and the Client shall pay such amount. The Client shall provide Bolt with any information that Bolt reasonably requests to determine whether Bolt is required to collect Taxes.
5.2.3 Bolt may process payments through the online payment platform Stripe ("Payment Processor"). By making payments under this Agreement, the Client acknowledges and agrees that: (a) such payments may be processed by Stripe in accordance with Stripe's terms of service and privacy policy, which the Client undertakes to review and comply with; (b) Bolt shall not be liable for any errors, delays, failures or security breaches arising from the Payment Processor's systems or services that are beyond Bolt's reasonable control; (c) the Client is responsible for ensuring that its payment information provided through the Payment Processor is accurate, complete and up to date; and (d) any fees, charges or currency conversion costs imposed by the Payment Processor shall be borne by the Client, unless otherwise specified in the applicable Order Form or Statement of Work.
6.1 Bolt Proprietary Services Warranties
6.1.1 Bolt warrants that:
• (a) The Bolt Proprietary Services shall be performed in a professional manner, with reasonable skill and care, in accordance with generally accepted industry standards. • (b) The Bolt Proprietary Services shall be performed by qualified and experienced personnel. • (c) Bolt shall not materially reduce the overall functionality of the Bolt Proprietary Services during the Term.
6.1.2 Notwithstanding clause 6.1.1, Bolt does not warrant that the use of the Bolt Proprietary Services will be uninterrupted, will meet all of the Client's requirements, will be compatible with all third-party products or services, or will be completely free of errors.
6.2 Third-Party Products Warranties
6.2.1 Bolt warrants that it is an authorized reseller of the Third-Party Products specified in the applicable Order Form.
6.2.2 Warranties relating to the Third-Party Products themselves (including performance, availability, functionality and fitness for intended purpose) are provided exclusively by the applicable Third-Party Provider, in accordance with such provider's terms of service. Bolt provides no independent warranty with respect to the Third-Party Products beyond its status as an authorized reseller.
6.2.3 Bolt shall communicate to the Client any warranties provided by the Third-Party Providers and shall assist the Client in seeking indemnification from such providers for any breach of such warranties, to the extent commercially reasonable.
6.2.4 THIRD-PARTY PRODUCTS ARE PROVIDED "AS IS" BY THE THIRD-PARTY PROVIDER. BOLT MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE THIRD-PARTY PRODUCTS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR UNINTERRUPTED ACCESS. BOLT DOES NOT WARRANT THAT THE THIRD-PARTY PRODUCTS WILL BE UNINTERRUPTED, ACCURATE OR ERROR-FREE.
6.2.5 Bolt shall at all times be entitled to adjust the access to or use of the Third-Party Products to ensure compliance with applicable law, address any security issues or eliminate the risk of infringement of third-party intellectual property rights, to the extent permitted by Bolt's distribution agreement with the Third-Party Provider.
6.3 General Disclaimer
THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 6 ARE THE SOLE WARRANTIES PROVIDED BY BOLT WITH RESPECT TO THE PRODUCTS OR SERVICES. BOLT HEREBY DISCLAIMS ANY OTHER WARRANTY, CONDITION OR REPRESENTATION (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT BOLT KNOWS OR HAS REASON TO KNOW SUCH PURPOSE).
7.1 Subject to the conditions set forth herein, Bolt shall indemnify and hold harmless the Client against actions, claims or proceedings brought by any person alleging that the Client's use of the Products or Services infringes such person's intellectual property rights (hereinafter, an "Infringement Claim").
7.2 In the event of an Infringement Claim:
the Client shall notify Bolt in writing of such Infringement Claim or any notice preliminary to such action as soon as it becomes aware thereof and shall grant Bolt full and exclusive authority, as well as information and assistance, for the defense and settlement of the Infringement Claim;
If an Infringement Claim has been established by a court decision, the Client agrees to allow Bolt, at its discretion and at its expense, to either (a) secure the right to continue using the Products or Services or the infringing part thereof lawfully, or (b) make reasonable efforts at reasonable cost to replace or modify the Products or Services or the infringing part thereof so that they are no longer infringing, while retaining substantially similar functionality. If Bolt is unable to accomplish either (a) or (b) with reasonable efforts and at reasonable cost, it shall remove the infringing part of the Products or Services, in which case the charges shall be equitably adjusted from that point forward to reflect such removal, or terminate the corresponding license and pay the remaining pro rata amount of the fees paid to Bolt for the part of the Products or Services that is the subject of the Infringement Claim.
7.3 If the remedies referred to in Section 7.2(ii) cannot be achieved, Bolt shall be liable, subject to the terms of Section 8, for paying the damages that the Client is required to pay as a result of a final court decision or a settlement agreement approved between the Client and a third party (subject to Bolt's prior approval).
7.4 Under no circumstances shall Bolt be liable or obligated to indemnify or hold harmless the Client for any Infringement Claim where the Client has failed to act in accordance with Section 7.2, or for an Infringement Claim resulting from (i) a breach by the Client (or its End User) of the terms of this Agreement, (ii) any modification of the SaaS Solution or the relevant infringing part thereof not made by or on behalf of Bolt, (iii) the use of the Products and Services or the relevant infringing part thereof for a purpose not contemplated by this Agreement or not in accordance with the Documentation, (iv) the modification, configuration or implementation of the Products and Services carried out in accordance with the Client's specific instructions, (v) the use of the Products and Services or the relevant infringing part thereof in combination with any product and/or service not provided or approved by Bolt or any product and/or service other than those expressly authorized by or on behalf of Bolt.
7.5 The foregoing sets forth all of Bolt's obligations with respect to the infringement of third-party proprietary rights. The foregoing is provided to the Client solely for its benefit and in lieu of all warranties of non-infringement with respect to the SaaS Solution or any part thereof.
7.6 Exclusion of Third-Party Products
7.6.1 The indemnification obligations set forth in this Section 7 apply solely to the Bolt Proprietary Services and do not extend to the Third-Party Products.
7.6.2 Any intellectual property infringement claim arising from the Third-Party Products shall be subject to the indemnification provisions (if any) provided by the applicable Third-Party Provider in its terms of service.
7.6.3 Bolt shall provide reasonable assistance to the Client in obtaining any available indemnification from Third-Party Providers, but Bolt shall have no liability for infringement claims related to the Third-Party Products.
8.1 In no event shall Bolt be liable for special, incidental, punitive, indirect, exemplary or consequential damages, including, but not limited to, loss of revenue, loss of profits, replacement of goods, loss of technology, rights or services, loss of data or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether under contract theory, tort (including negligence), strict liability or otherwise. Bolt shall not be liable for losses resulting from decisions made on the basis of data or content generated through the SaaS Solution.
8.2 Bolt's cumulative and total liability for any reason (whether in contract, tort, including negligence and strict liability) in connection with this Agreement or the Services shall in no event exceed the amount paid by the Client to Bolt during the twelve (12) months preceding the event giving rise to the liability.
8.3 The limitations set forth in this Section 8 shall also apply to Bolt's indemnification and remediation obligations set forth in Section 7.
8.4 Additional Limitations for Third-Party Products
8.4.1 Bolt shall not be liable for:
• (a) any action, decision, modification, suspension or termination made exclusively by Third-Party Providers that is beyond Bolt's reasonable control; • (b) any interruption, suspension or termination of Third-Party Products by the Third-Party Provider; • (c) any change in the Third-Party Providers' terms of service, pricing or functionality; • (d) any failure of the Third-Party Products to perform or to meet the Client's requirements; • (e) any loss of data, security breach or other issues arising from the Third-Party Products, except to the extent caused by Bolt's gross negligence or willful misconduct; • (f) any action or decision taken by Third-Party Providers that is beyond Bolt's reasonable control.
8.4.2 The limitations of liability set forth in clause 8.2 shall not apply to actions or decisions taken exclusively by Third-Party Providers. The Client's remedies for issues with Third-Party Products shall be limited to those provided by the applicable Third-Party Provider under its terms of service.
8.4.3 Bolt's total liability for all claims related to Third-Party Products (excluding claims arising from Bolt's gross negligence or willful misconduct) shall not exceed the fees paid by the Client to Bolt for such Third-Party Products in the twelve (12) months preceding the event giving rise to the liability.
8.4.4 Changes in the Third-Party Providers' terms of service shall not increase Bolt's obligations or liability under this Agreement without Bolt's express written consent.
9.1 All information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (the "Confidential Information"). In particular, any information relating to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party shall be deemed confidential.
9.2 For all Confidential Information received during the Term, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but no less than reasonable care.
9.3 The Receiving Party may disclose the Disclosing Party's Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.
9.4 The provisions of this Section 9 shall survive the expiration or termination of this Agreement for a period of three (3) years.
10.1 To the extent that Bolt processes personal data on behalf of the Client in the course of providing the Products and Services, Bolt shall do so in compliance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"). Upon the Client's reasonable request, the Parties shall negotiate and enter into an appropriate data processing agreement in relation to such processing.
10.2 Where Bolt acts as a reseller of Third-Party Products:
10.2.1 To the extent that Bolt processes any personal data on behalf of the Client in connection with the provision of Services or Products (e.g., user account information), Bolt shall comply with applicable data protection laws, including the GDPR.
10.2.2 The use of Third-Party Products and the processing of any personal data through Third-Party Products is governed by the applicable Third-Party Provider's privacy policy and data processing terms, which the Client undertakes to review and comply with.
10.2.3 The Client is responsible for ensuring that its use of the Third-Party Products and any personal data processed through them complies with all applicable data protection laws and regulations.
11.1 Bolt Proprietary Services
Bolt and/or its licensors retain all rights, title and interest in and to the Bolt Proprietary Services, including all Intellectual Property Rights therein. Nothing in this Agreement transfers ownership of such rights to the Client, except as expressly stated herein.
11.2 Third-Party Products
11.2.1 The Third-Party Providers and/or their licensors retain all rights, title and interest in and to the Third-Party Products, including all Intellectual Property Rights therein.
11.2.2 The Client only receives the rights to the Third-Party Products granted to it by the applicable Third-Party Provider under its terms of service and sublicensed to it by Bolt pursuant to this Agreement.
11.2.3 Nothing in this Agreement shall be construed as a transfer of intellectual property rights in Third-Party Products beyond the limited license granted herein.
11.2.4 Third-Party Providers reserve the right, at their sole discretion, to make improvements, additions, modifications (including the removal of features) and to correct any errors or defects in the Third-Party Products at any time, notwithstanding that such measures may temporarily affect access to or use of the Third-Party Products.
11.3 Client Data and Contributions
The Client retains all rights, title and interest in and to the Client Data and any contributions, configurations or content created by the Client using the Services or Products (including user-created workflows, manuals or message templates), subject to the terms of this Agreement and the applicable Third-Party Provider terms.
12.1 Governing Law
This Agreement shall be governed by the laws of Spain.
12.2 Jurisdiction
The courts of Madrid, Spain, shall have exclusive jurisdiction over any dispute arising in connection with this Agreement.
12.3 Force Majeure
Except with respect to payment obligations under the Agreement, neither Party shall be liable for failure to perform or for inadequate performance of the Agreement to the extent that such failure or inadequate performance is due to a circumstance beyond the reasonable control of the Party and that materially affects the performance of the Party or its subcontractors, including, for example, natural disasters, epidemics or pandemics, acts of war or terrorism, riots or civil disturbances, labor conditions such as boycotts, strikes, lockouts, governmental actions, telecommunications interruptions, failures or delays of Internet service providers or widespread Internet disruptions, interruptions of electrical power supply or other essential services.
12.4 Assignment
Neither Party may assign this Agreement without the prior written consent of the other Party, except to an Affiliate or in connection with a merger or sale of all of its assets.
12.5 Entire Agreement
This Agreement, together with all SOWs, constitutes the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter hereof. For the avoidance of doubt, any term or condition set forth in a Client purchase order or other Client ordering documents (excluding the Order Form) shall be void.
12.6 Amendment
Bolt may amend these General Terms from time to time. Any and all amendments to these General Terms shall be posted at https://theboltlabs.com/ and shall indicate the date of their last update. Amendments shall take effect thirty (30) days after posting, or on a later date indicated by Bolt. If an amendment materially affects the Client's rights or obligations, the Client may terminate the Agreement without penalty upon notice to Bolt at least five (5) days prior to the effective date of the revised General Terms. The Client shall be deemed to have accepted and agreed to be bound by any amendment to the General Terms if it uses the Services or Products after the effective date of such amendment.
12.7 Severability
If any provision is held to be unenforceable, the remainder of the Agreement shall continue in full force and effect. To the extent that such invalidity materially affects the benefit of either Party or the performance of the Agreement, it shall be reasonably modified.
12.8 Notices
All notices shall be in writing and shall be sent to the addresses set forth above or to such other addresses as either Party may specify in writing.
12.9 Relationship with Third-Party Providers when Bolt Acts as a Reseller of Third-Party Products
12.9.1 Bolt acts as an independent reseller of Third-Party Products. Nothing in this Agreement creates a partnership, joint venture or agency relationship between Bolt and the Client, or between Bolt and any Third-Party Provider (except to the extent that Bolt has the status of an authorized reseller).
12.9.2 The Client acknowledges that Bolt's role with respect to the Third-Party Products is limited to:
• (a) facilitating the Client's access to the Third-Party Products; • (b) providing first-line assistance and support in accordance with this Agreement; • (c) acting as an intermediary for billing and payment; • (d) communicating with Third-Party Providers on behalf of the Client when commercially reasonable.
12.9.3 For technical support, updates and maintenance of the Third-Party Products, the Client may be required to interact directly with the Third-Party Provider in accordance with such provider's support policies.
12.10 Waiver
The failure of either Party to exercise or delay in exercising any right under the Agreement shall not constitute a waiver of such right. Any term or condition of this Agreement may be waived at any time by the Party entitled to the benefit thereof, but such waiver shall not be effective unless set forth in a written instrument duly signed by or on behalf of the Party waiving such term or condition. No waiver by either Party of any term or condition of this Agreement, in one or more instances, shall be deemed or construed as a waiver of the same or any other term or condition of this Agreement.