Agreement to Our Legal Terms

We are Secrails SL, doing business as Secrails ("Company", "we", "us", "our"), a company registered in Spain at Av. del Monasterio de El Escorial, 24, Madrid, Madrid 28049. Our VAT number is B75829515.

We operate the website https://secrails.com/ and https://app.secrails.com/ (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms". collectively, the "Services").

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Secrails SL, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. Failure to comply with any of the Conditions of Use may lead to the cancellation of your account.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

1. Grant of Rights

1.1 Account Terms

A complete legal name, an email address, and all information required by Secrails in the account creation process must be provided. It is the responsibility of the user to provide truthful information, and Secrails reserves the right to delete any account if it is suspected of its veracity or could breach any of the rules of use of Secrails.

The user is responsible for maintaining the privacy of his account. Secrails shall not be liable for any damage or loss that may be the result of user error in protecting your login information.

The parties agree to legally equate the signature of the client with the signature made by any other type of code or element of security identification. Notwithstanding the foregoing, the service provider may require, when deemed necessary, written confirmation to the client.

1.2 Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such a jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

1.3 License; Copies

Subject to the terms and conditions of this Agreement, and in consideration of Customer's payment of the subscription fees set forth in order submitted by Customer and accepted by Secrails (each, an "Order"), Secrails hereby grants to Customer a non-exclusive, non-transferable, license (without the right to grant sublicenses) to execute and use the object code version of The Secrails proprietary software products and any third-party software licensed to Secrails and provided to Customer (the "Software," which includes any updates and upgrades thereof provided as part of The Secrails support and maintenance services), as specified in an Order, solely for Customer's own internal business operations, in accordance with the related documentation, and in accordance with the license term, scope and type of use set forth in an Order. Customers will keep documentation with the Software and not allow any unauthorized access to, copying of, or the creation of derivative works from, the documentation. "Software" shall not mean software subject to open source, GPL, or similar licensing terms. Any use of such third-party software shall be governed by such third party's terms and conditions, as identified in the then-current documentation. Any such third-party terms shall take precedence over the terms of this Agreement, which shall solely govern Customer's rights and obligations with respect to such third-party Software.

The Software may be made available directly by Secrails or indirectly through authorized resellers, distributors, or partners. In all cases, Secrails retains ownership or sufficient rights over the Software and Services, and Customer's rights are limited to use under the terms of this license.

This license does not constitute a sale of the Software. No ownership rights or title to the Platform, Services, or Software are transferred to the Customer under any circumstances.

1.4 Multi-tenant

Where expressly authorized in an ongoing agreement with Secrails, the Customer may use a multi-tenant configuration of the Software to provide access to users from different legal entities—such as affiliates, partners, or clients—provided that such use remains directly connected to the Customer's business operations, occurs within the permitted scope of use, and remains under the Customer's exclusive administrative control. The Customer shall be fully responsible for ensuring that all such users comply with the terms of this Agreement.

1.5 Software Updates and Upgrades

Secrails may from time to time provide updates, patches, bug fixes, enhancements, or new versions of the Services (collectively, "Updates") at its sole discretion. Such Updates may be applied automatically and without notice to ensure service continuity, security, or improved functionality.

The Customer agrees to use only the most recent version of the Services made available by Secrails and acknowledges that older versions may be deprecated or disabled without prior notice.

Secrails is not obligated to provide backward compatibility or continued support for outdated versions or customer-specific customizations unless agreed in writing.

Where Updates require Customer action (e.g., configuration changes, data migration), the Customer shall cooperate in good faith to enable successful deployment. Secrails shall not be liable for errors, data loss, or disruptions resulting from failure to adopt required Updates.

1.6 Copyright and intellectual property

Secrails owns all the Intellectual Property rights of all and any of the components of the Service that may be protected, including but not limited to the name of the Service, graphic material, all software associated with the Service, all source code, databases, functionality, website designs, audio, video, text, photographs, trademarks, service marks, logos and the elements of the user interface contents In the Service, many of the individual characteristics and related documentation. Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The user undertakes not to copy, adapt, reproduce, distribute, Secrails engineer, decompile, aggregated, republished, uploaded, posted, publicly displayed, econded, translated, trnasmited, distributed, sold, licensed, disguise any facet of the Service that Secrails owns or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. The user also accepts and agrees not to use robots, spiders, other automated devices, or manual processes to control or copy any content of the Service.

1.7 Your use of our Services

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to: access the Services; and download or print a copy of any portion of the Content to which you have properly gained access, solely for your internal business purpose or, where applicable, to support, monitor, or remediate the environments of third parties (such as your own clients), provided that such use complies with these Legal Terms and does not involve sublicensing or unauthorized distribution of the Services. Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. If you wish to make any use of the Services, Content, or Marks other than as set out in this section or https://secrails.com Secrails SL. Avda. Monasterio de el Escorial 24, 28049, Madrid Last updated June 07, 2025 elsewhere in our Legal Terms, please address your request to: hi@secrails.com. If we ever grant you permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content. We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

1.8 Your use of our Services

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload: By sending us Submissions through any part of the Services you:

• confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening any person or group, sexually explicit, false, inaccurate, deceitful, or misleading.
• to the extent permissible by applicable law, waive all moral rights to any such Submission.
• warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above mentioned rights in relation to your Submissions; and warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions, and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

1.9 Restrictions

Except as otherwise expressly provided in this Agreement (or where such restrictions are prohibited by law), Customer shall have no right, and Customer specifically agrees not to: (i) transfer, assign or sublicense its license rights to any other person; (ii) make error corrections or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit third parties to do so; (iii) rent, lease, loan or use the Software as a service bureau, as an application service provider, to perform consulting or training services for a third party or in any commercial time share arrangement; (iv) decompile, decrypt, Secrails engineer, disassemble or otherwise reduce the Software to human-readable form to gain access to trade secrets or confidential information in the Software; (v) use the Software in contravention to any applicable laws or government regulations; or (vi) remove any product identification, trademark, copyright or other notices contained in or on the Software.

1.10 Ownership

Secrails and its suppliers reserve any and all rights, implied or otherwise, which are not expressly granted to Customer hereunder, and retain all rights, title, and interest in and to the https://secrails.com Secrails SL. Avda. Monasterio de el Escorial 24, 28049, Madrid Last updated June 07, 2025 Software. Customer acknowledges and agrees that this Agreement does not provide to Customer or any third party any express or implied license to use, copy, or otherwise exploit the Software (including any intellectual property embodied therein), except as specifically set forth in this Agreement.

Notwithstanding the foregoing, Customer may provide access to the Services to its own clients via individual user accounts or logins, solely for the purpose of delivering security and compliance services, provided that such access is limited, controlled, and compliant with these Legal Terms.

Customer may not sublicense, resell, or otherwise redistribute the Software or any portion thereof to any affiliate or third party unless otherwise authorized by Secrails in writing.

1.11 User Representations

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

1.12 User Registration

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such a username is inappropriate, obscene, or otherwise objectionable.

1.13 Remote Diagnostics

Customer agrees that the Software may transmit to Secrails technical and related information about Customer's use of the Software which may include, without limitation, system performance, capacity usage, internet protocol address, operating system, application software, peripheral hardware, and other non-personally identifiable Software usage statistics to trouble shoot the Software, facilitate the provisioning of updates, support, invoicing or online services, and to enhance, improve, and develop current and future Secrails products and services. Such transmission may be on a daily or other periodic basis, or upon a failure or crash of the Software.

1.14 Maintenance and Support

Upon payment of applicable fees, Secrails will provide maintenance and support services to Customer in accordance with Secrails's maintenance and support policy. See chapter 2.

1.15 Restrictions on Use by Competitors

Access to the Services is not permitted for individuals or entities that are direct or indirect competitors of Secrails, unless explicitly authorized in writing by Secrails upon full disclosure of such competitive status.

Any unauthorized access or use by a competitor constitutes a material breach of this Agreement. In such cases, Secrails reserves the right to:

• (a) immediately suspend or terminate the account;
• (b) revoke any license granted; and
• (c) pursue all legal remedies, including compensation for direct and indirect damages resulting from the violation.

2. Availability and Support

Secrails strives to provide a 99.5% annual uptime percentage for the Services; however, Secrails makes no warranty that the Services will be continuously available, uninterrupted, or error-free.

Secrails will provide the Customer with its Basic Support Plan at no additional charge, and, if separately contracted, the Premium Support Plan, in accordance with its then-current Customer Support Level Agreement ("SLA"). The SLA may be updated by Secrails from time to time, provided that no such update materially degrades the Customer's rights under the version in effect at the time of subscription.

The Basic Support Plan includes:

• Support access via email via your designated agent or general support email (support@secrails.com) for technical assistance, incident reporting, and product-related questions;
• Response times of up to three (3) business days for general questions, two (2) business days for standard issues, and best-effort prioritization for critical incidents that impact service availability;
• Self-service resources, including online documentation, FAQs, product release notes, and user guides;
• No entitlement to resolution-time commitments, live support (phone/chat), or personalized account management.

Customers seeking guaranteed response times, extended availability, or enhanced service levels may purchase a Premium Support Plan subject to separate terms.

3. Purchase and Payment

3.1 Agreements

Secrails offers a subscription-based service with rate structures that vary depending on the volume of cloud assets and features used by the Customer. Specific plan limits and pricing shall be detailed in the applicable Order Form, quote, payment processing system enabled within the Secrails platform, or written agreement provided by Secrails or its authorized partners.

3.2 Subscription limits

If the Customer exceeds the usage limits of their current plan, Secrails reserves the right to propose an upgrade to a higher-tier plan. Secrails may, at its discretion, initiate an account upgrade by notifying the Customer at least fifteen (15) days in advance. If the Customer does not respond within that period, the upgrade will be applied automatically, and the corresponding charges will be included in the subsequent invoices through the end of the current subscription period.

3.3 Fees

Customer shall pay Secrails the fees ("Fees") specified in the applicable Order Form, quote, or checkout interface, in accordance with the payment terms stated therein. All such Fees are non refundable, unless otherwise expressly agreed in writing by Secrails. In the event of termination or non renewal, no reimbursement shall be due for any unused portion of the current subscription.

3.4 Payment Terms and access

All fees for the Services are payable in advance of each billing cycle within the applicable subscription period unless otherwise agreed in writing. Payment may be made by credit card, debit card, wire transfer, or any other method authorized by Secrails.

Secrails will automatically charge the Customer's designated payment method at the beginning of each billing cycle, unless an alternative payment arrangement (such as bank transfer) has been pre-approved and scheduled.

You agree to provide current, complete, and accurate billing and contact information for all purchases made via the Services. Where card payments are used, you further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in Euros.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amount upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

Fees do not include local, state, federal or national taxes or duties of any kind and any such taxes will be assumed and paid by Customer, except for taxes on Secrails based on Secrails's income or receipts.

3.5 Changes to Subscription Rates

Secrails may update its subscription pricing from time to time. Any change in rates will apply only to future renewal periods and shall not affect the Customer's current subscription term. In the case of annual subscriptions, Secrails shall provide the Customer with at least thirty (30) calendar days' advance notice prior to the effective date of the new pricing. The revised rates will be reflected in the invoice issued for the next renewal term following the notice period.

If the Customer does not accept the new rates, they must notify Secrails in writing before the end of the then-current subscription term and refrain from renewing the Services. Continued use of the Services or payment of the renewal invoice after the effective date shall constitute acceptance of the new pricing.

3.6 Automatic Renewal

Unless otherwise stated in the applicable Order Form or expressly canceled in accordance with these Legal Terms, all subscriptions to the Services shall automatically renew at the end of the current subscription term for a successive period equal in duration to the initial term. The renewal will be at the then-current pricing and subject to the terms in effect at the time of renewal.

You authorize Secrails to charge the applicable subscription fees using the payment method on file unless you notify us of your intent not to renew at least thirty (30) calendar days before the end of the current subscription period.

4. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Services.
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue generating endeavor or commercial enterprise. Use the Services to advertise or offer to sell goods and services.
• Sell or otherwise transfer your profile.

5. User-Generated Contributions

The Services does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
• You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Your Contributions do not violate any applicable law, regulation, or rule.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well being of minors.
• Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
• Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

6. Contribution License

You acknowledge and agree that Secrails retains all rights, title, and interest, including all intellectual property rights, in and to its Services, platform, software, documentation, and all related components. Any feedback, suggestions, or ideas submitted by you regarding the Services may be freely used by Secrails for any purpose, including commercial development, without obligation or compensation.

By submitting any such feedback or contributions, you assign to Secrails all rights in such feedback. To the extent that any assignment is not effective under applicable law, you grant Secrails a perpetual, irrevocable, royalty-free, worldwide license to use, modify, distribute, and commercialize such feedback without restriction.

Users shall not acquire any ownership or license rights in the Secrails platform, its software, or any associated intellectual property by virtue of using the Services or submitting contributions.

You remain solely responsible for any content you upload or submit, and you represent that such content does not infringe any third-party rights. Secrails disclaims all liability for such user-generated content.

7. Third-Party Websites and Content

The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

8. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

9. Confidentiality

Either party may, from time to time, deliver to the other certain non-public information including business, financial, technical, and other information including trade secrets, innovations, inventions, ideas, know-how, techniques, methods, formulas, flow charts, diagnostic routines, business information, forecasts, financial plans and data, balance sheet information, customer information, marketing plans, hardware, software, and unannounced product information (collectively, "Confidential Information"). Such Confidential Information, if in writing, shall be marked prominently with the legend "confidential", "proprietary", or with a similar legend, or if disclosed orally shall be described as Confidential Information at the time of oral disclosure. However, regardless of any marks or subsequent summary, information disclosed shall be considered confidential if a reasonable person under the circumstances would understand such information to be of a confidential nature.

Notwithstanding anything to the contrary herein, the Software, Documentation and non-public Product information shall be deemed Confidential Information. A party shall not use or disclose Confidential Information of the other, except as expressly authorized by this Agreement or in writing by the disclosing party, using the same degree of care which receiving party uses with respect to its own proprietary information, but in no event with less than with reasonable care.

The foregoing obligations of confidentiality shall not apply to any information that the receiving party can show is or was (i) already known to the receiving party at the time of disclosure without obligation of confidentiality; (ii) independently developed by the receiving party without use of or access to the other party's Confidential Information; (iii) approved for disclosure by the disclosing party beforehand and in writing; (iv) publicly known without breach of this Agreement; (v) lawfully received by receiving party from a third party without obligation of confidentiality; or (vi) required to be disclosed by applicable law or order of a court, tribunal or other governmental agency; provided, however, that the receiving party shall promptly notify the disclosing party in writing of such requirement, and shall cooperate with the disclosing party to minimize the scope of any such disclosure, and in the obtaining of a confidentiality, protective or similar order.

Each Party agrees to (a) treat as confidential and proprietary, (b) not to disclose to others, during or subsequent to the term of this Agreement, and (c) not to use, except for purposes of performing this Agreement, without the express prior written consent of second Party, which consent may be withheld for any reason whatsoever, any Confidential Information.

Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control.

Receiving Party may disclose the Confidential Information of the Disclosing Party only to those of its representatives, including its affiliates' directors, officers, members, employees, agents, contractors, consultants, advisors and other representatives, including legal counsel, accountants and financial advisors, who need to know such information for the purpose of analysing of the partnership prospective. In addition, prior to any disclosure of such Confidential Information to any of listed persons, such person shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement. In any event, Receiving Party shall be solely responsible for any breach of the terms and conditions of this Agreement by any of its representatives.

10. Privacy Policy

Secrails's privacy policy follows international data protection legislation. In addition, Secrails intends to inform the user through this document of their rights and obligations regarding the privacy of their data, in addition to explaining the reasons for the storage and use of the data. You can find it attached in a different document or in https://www.secrails.com/legal/privacy-policy

11. Term and Termination

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

11.1 Term of Agreement

These Legal Terms shall enter into effect on the earlier of (i) the date you first access or use the Services, or (ii) the effective date specified in the applicable Order Form or subscription confirmation and shall remain in force until terminated in accordance with this Section 11.

If the Customer enters into a paid subscription plan for the Services, the subscription shall have a minimum term of twelve (12) months starting from the effective date specified in the applicable Order Form, payment confirmation, or subscription activation notice issued by Secrails unless any other written agreemtn. No refunds, credits, or prorated reimbursements shall apply unless expressly required by applicable law or agreed in writing by Secrails.

If you are participating in a beta program, early access release, limited evaluation, or free trial, the term of the Agreement shall be limited to the period designated by Secrails in writing (the "Beta Term", "Free Trial"), unless extended or replaced by a full commercial agreement. Upon conclusion of the Beta Term, access to the Services may be suspended or require conversion to a paid subscription plan. Secrails reserves the right to modify, restrict, or terminate access to beta Services at any time and for any reason, without liability or obligation to continue providing such Services beyond the Beta Term.

11.2 Termination by Secrails

Secrails shall have the right to terminate this Agreement, including any licenses granted under an Order, with immediate effect and without liability, if:

• (I) the Customer fails to cure a material breach (including non-payment) within thirty (30) days of written notice; or
• (II) the Customer becomes insolvent, files for bankruptcy, enters liquidation, or takes any similar action indicating an inability to continue business operations.

11.3 Termination by Customer

The Customer may terminate this Agreement by providing at least one (1) month prior written notice, provided that the following conditions are met at the time of notice and throughout the notice period:

• (I) all outstanding and current invoices have been fully paid.
• (II) The Customer has provided Secrails with all necessary information and cooperation required to ensure the orderly transition or discontinuation of the Services; and
• (III) the Customer cooperates in good faith to facilitate a smooth transition of the Services, including any necessary data migration, communication, or technical support handover.

Any failure to meet the above conditions will entitle Secrails to delay or reject the termination request without prejudice to its other contractual rights.

11.4 Effect of Termination

Upon any termination of this Agreement or an Order, for any reason, all applicable licenses shall be immediately terminated, and the Customer shall cease all use of the Services and any related Software. If this Agreement is terminated, but an Order remains in effect, the terms and conditions of this Agreement shall continue to govern such Order.

Termination of this Agreement, whether initiated by Secrails for breach or by the Customer, shall not relieve the Customer of its obligation to pay all fees that have accrued, have been paid, or have become payable prior to termination, including any remaining subscription fees due under a fixed-term plan. In the event of termination due to Customer's violation of these Terms, the Customer shall remain liable for all unpaid fees for the remainder of the then-current subscription term.

11.5 Survival

The provisions of Sections 9, 11, and 18 shall survive termination of this Agreement.

12. Assignment

The Customer may not assign, delegate, transfer, or sublicense any of its rights or obligations under these Legal Terms, whether by operation of law or otherwise (including in connection with a merger, acquisition, or change of control), without the prior written consent of Secrails.

Any attempt to do so without such consent shall be null and void. Secrails may freely assign or transfer this Agreement without restriction.

Secrails reserves the right to terminate the Agreement immediately if a Customer undergoes a change of control, is acquired by a direct competitor, or otherwise becomes affiliated with an entity whose interests conflict with those of Secrails.

13. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

14. Governing Law

These Legal Terms are governed by and interpreted following the laws of Spain, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law in your country to residence. Secrails SL and yourself both agree to submit to the non-exclusive jurisdiction of the courts of Madrid, which means that you may make a claim to defend your consumer protection rights in regards to these Legal Terms in Spain, or in the EU country in which you reside.

15. Dispute Resolution

This clause applies only to disputes relating to the interpretation, performance, or breach of this Agreement and excludes general service dissatisfaction or product evolution.

15.1 Informal Negotiations

To expedite resolution and minimize the cost of any dispute, controversy, or claim arising out of or related to these Legal Terms ("Dispute"), the parties agree to attempt to resolve any such Dispute through informal negotiations for at least thirty (30) calendar days before initiating arbitration. Such negotiations must begin with written notice from one Party to the other and include a good faith effort to reach a resolution.

15.2 Binding Arbitration

Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Madrid, Spain. The language of the proceedings shall be Spanish. Applicable rules of substantive law shall be the law of Spain. The award rendered shall be final and enforceable in any court of competent jurisdiction.

15.3 Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

15.4 Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

16. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

17. Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

18. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

THE TOTAL LIABILITY OF SECRAILS AND ITS SUPPLIERS AND CONTRACTORS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SECRAILS FOR SUCH PRODUCTS OR SERVICES, DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCE, GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. EXCEPT FOR (A) CUSTOMER'S BREACH OF SECRAILS'S INTELLECTUAL PROPERTY RIGHTS, INCLUDING WITHOUT LIMITATION ANY OF THE LICENSING TERMS AND RESTRICTIONS SET FORTH HEREIN, OR (B) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS CONTAINED HEREIN, IN NO EVENT SHALL A PARTY OR ITS SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR LOST DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

19. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

20. User Data

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

21. Security

Secrails has implemented a comprehensive security, compliance and privacy management program under which Secrails maintains industry standard physical, administrative, organizational and technical safeguards designed to protect the confidentiality, integrity, availability, and security of the Services and User Data. Secrails regularly tests and evaluates its Security Program and may review and update its Security Program as well as this Secrails Security clause or related links from time to time including to take in account technological developments, provided, however, that such updates shall be designed to enhance and not materially diminish the Security Program.

22. Electronic Communications, Transactions, And Sigantures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

23. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

24. Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

25. General Provisions

(a) The user is fully responsible for the access and correct use of Secrails subject to the current legality, whether national or international, as well as the principles of good faith, morality, good customs, and public order. And specifically, it acquires the commitment to diligently observe the present General Conditions of use.

(b) Secrails makes no warranties with respect to its ability to use the Service, its satisfaction with the Service, that the Service is available at all times, uninterruptedly and without errors, the accuracy of the information performed by its functionalities and modules, and the correction of the errors of the Service.

(c) Neither Secrails nor its partners nor its sponsors are liable for any direct, indirect, consequential, special, exemplary, punitive, or other damages arising out of or in any way connected with the use made by the user from service. The user can only solve his dissatisfaction with the Service by not using it and canceling his account.

(d) If any of the conditions described here are invalidated or cannot be applied, the application of any of the remaining ones should not be affected in any case.

The Terms of Use establish an absolute understanding between you and Secrails regarding the Service and prevail over any prior agreement reached between you and Secrails. The Terms, and your relationship with Secrails under these Terms, shall be governed by the laws of Spain. The user and Secrails accept to submit to the exclusive jurisdiction of the courts of Madrid to resolve any legal question regarding the Conditions.

26. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at the email hi@secrails.com