TERMS AND CONDITIONS OF USE

1. Identification and purpose

These Terms and Conditions of Use (the “Terms”) govern access to and use of the products, services, applications, artificial intelligence agents, and other technological functionalities provided by Alma Technologies LLC. (“ALMA”).

ALMA provides technological capabilities aimed at supporting professional processes related, among other matters, to document analysis, regulatory compliance, environmental management, sustainability, identification and structuring of obligations, background and evidence review, information classification, and generation of technical results.

These Terms will apply unless ALMA and the client have entered into a contract, service order, framework agreement, or other written instrument that establishes specific conditions. In case of contradiction, the conditions expressly agreed upon in such instrument regarding the matters it regulates will prevail.

2. Acceptance of the Terms

Access, registration, or use of ALMA's services implies acceptance of these Terms by the user.

When a person uses ALMA on behalf of a company or other organization, they declare that they have the necessary authority to use the services on behalf of that organization when applicable.

If the user does not accept these Terms, they must refrain from using the services.

3. Nature of the services

ALMA uses artificial intelligence technologies, automation, document processing, and other technologies to execute or support certain professional activities.

Depending on the functionality used, the services may incorporate artificial intelligence agents, foundational models from one or more providers, information retrieval systems and retrieval-augmented generation (RAG), knowledge bases, rules and specialized methodologies, document processing tools, integrations with external systems, and mechanisms for evaluation, control, validation, or human oversight as appropriate.

The architecture, models, providers, and specific technological components may evolve over time, subject to the governance, security, privacy, quality, validation, and risk management mechanisms applicable in ALMA.

4. Use of artificial intelligence

The user acknowledges that certain functionalities of ALMA use artificial intelligence to analyze information and generate Results.

Artificial intelligence technologies, including foundational models, have inherent limitations and may produce incomplete, inaccurate, inconsistent, or incorrect results.

ALMA implements mechanisms for evaluation, control, traceability, validation, and oversight proportional to the nature, criticality, and level of risk of its different capabilities. However, these mechanisms do not guarantee that all Results generated through artificial intelligence are absolutely accurate or free from errors.

The use of artificial intelligence does not modify the professional, legal, regulatory, or management responsibilities that correspond to the user or their organization.

5. Registration and user accounts

Certain functionalities may require the creation of an account.

The user must provide truthful, complete, and updated information and will be responsible for maintaining the confidentiality of their credentials, adequately protecting their account, using the available authentication mechanisms when appropriate, avoiding sharing credentials with unauthorized persons, and promptly reporting any unauthorized access or use of which they become aware.

Accounts are personal or associated with an organization and may not be transferred without authorization.

ALMA may take measures to protect an account when it detects potentially irregular activity or a security risk.

6. Authorized use

The user may use ALMA exclusively for legitimate, professional purposes that are compatible with the contracted services.

The user must comply with applicable legislation, respect the rights of third parties, use information for which they have sufficient rights or authorization, respect access restrictions, maintain the security of their credentials, consider the limitations communicated regarding the Results, and comply with the specific conditions of the contracted service.

7. Prohibited uses

The user may not use ALMA to:

a. engage in illegal activities;

b. introduce malware, malicious code, or mechanisms intended to compromise the security of the services;

c. access or attempt to access systems, accounts, information, or functionalities without authorization;

d. evade authentication, authorization, security, usage limits, or technical controls;

e. perform reverse engineering, decompile, or attempt to obtain the source code of ALMA's protected components, unless permitted by a mandatory rule;

f. obtain, reproduce, or exploit without authorization prompts, internal instructions, configurations, methodologies, workflows, agents, proprietary knowledge bases, or other protected components;

g. use the services or their components to develop, train, or replicate competing products, models, or services through systematic extraction or unauthorized use of ALMA's intellectual property;

h. conduct security, vulnerability, or penetration testing without prior authorization from ALMA;

i. use the services in a way that may degrade, interrupt, or unjustifiably affect their operation;

j. upload information obtained illegally or for which the user does not have sufficient rights or authorizations; or

k. use ALMA in a manner inconsistent with these Terms or the specific conditions of the service.

8. Information provided by the client

The user or client retains the rights they hold over the documents, files, data, and other information provided to ALMA (the "Client Information").

The client declares that they have the rights, powers, authorizations, or legal bases necessary to provide such information and allow its processing for the provision of services.

The Client Information does not become the property of ALMA as a result of its use in the services.

ALMA may process it only to the extent necessary to provide the services, execute the requested functionalities, maintain the security and operation of the services, provide support, prevent misuse, and comply with applicable legal or contractual obligations.

The processing of personal data will additionally be governed by the Privacy Policy and, where applicable, by a Data Processing Agreement or other agreement entered into with the client.

9. Confidential Information

ALMA acknowledges that Client Information may contain confidential, strategic, technical, commercial, regulatory, or other sensitive information.

ALMA will apply reasonable and proportionate technical and organizational measures aimed at protecting such information according to its nature, the associated risks, the characteristics of the service, and the contractual commitments undertaken.

Access to confidential information will be limited to individuals, systems, and providers who require such access for authorized purposes.

When there is a specific confidentiality agreement between ALMA and the client, such agreement will complement these Terms.

10. Processing through artificial intelligence models

To execute certain functionalities, Client Information may be processed through artificial intelligence models provided directly by ALMA or by authorized technology providers.

ALMA will select and manage such providers considering, among other factors, functionality, quality, security, privacy, availability, risk, and contractual conditions.

The use of a specific provider or model may vary depending on the functionality, architecture, availability, or technological evolution of the service.

ALMA will maintain information about relevant providers and subprocessors in accordance with its legal and contractual obligations.

11. Use of Customer Information and model training

ALMA will use Customer Information only to the extent necessary to provide the services, execute the requested functionalities, maintain the security and operation of the services, and comply with applicable legal or contractual obligations.

ALMA will not use Customer Information to train, retrain, or perform fine-tuning of general foundational models, whether proprietary or third-party, without the express authorization of the customer.

ALMA will also not use the content of documents, data, or confidential information provided by the customer to develop products intended for other customers or for purposes independent of the provision of the contracted service.

The above will not prevent ALMA from retaining and processing technical or operational information strictly necessary for the operation, security, traceability, observability, billing, incident management, and compliance of the services, in accordance with applicable retention periods and controls.

Such technical or operational information will not be used as a mechanism to reuse the customer's confidential content for training or product development purposes for third parties.

12. Results generated by ALMA

The services may produce analyses, extractions, classifications, matrices, checklists, recommendations, reports, evaluations or other results (the “Results”).

The Results may combine automated processing, artificial intelligence, Client Information, documentary sources, rules, methodologies, knowledge bases, and human review when this is part of the service.

ALMA will apply the quality, evaluation, and control mechanisms defined for each capability or service.

However, due to the nature of the technologies used, the information available, and the context analyzed, the Results may contain errors, omissions, inconsistencies, or interpretations that require additional review.

13. Validation and human supervision

Certain services may incorporate validation, review, or human supervision.

The scope of such intervention will depend on the contracted service, its criticality, the nature of the Result, the applicable methodology, the level of risk, and the conditions agreed upon with the client.

The existence of human supervision mechanisms in ALMA does not necessarily imply that all Results are individually reviewed by a person before being delivered.

When a service expressly includes professional or expert validation, its scope will be determined according to the applicable specific conditions.

14. Professional use and responsibility for the Results

The Results generated by ALMA constitute tools intended to support the analysis and decision-making of professionals and organizations.

The user is responsible for evaluating the suitability of the Results for the specific purpose for which they intend to use them and for considering the appropriate level of professional review, taking into account the nature, criticality, and possible consequences of the corresponding decision.

When ALMA identifies uncertainties, limitations, insufficient information, or the need for additional validation, the user must consider these warnings before using the Result to make a material decision.

Unless the contracted service expressly states otherwise, the Results do not, by themselves, constitute legal opinion, compliance certification, administrative authorization, official opinion, technical certification, guarantee of regulatory compliance, nor do they replace the professional, legal, regulatory, or management responsibilities that correspond to the user or their organization.

The above does not exclude the responsibilities that correspond to ALMA under the contracted service or applicable legislation.

15. Intellectual property of ALMA

ALMA and its licensors retain all rights that correspond to them over their technologies and assets, including, as applicable, software, code, architecture, interfaces, designs, trademarks, agents, workflows, prompts and instructions, methodologies, structures, taxonomies, proprietary knowledge bases, evaluation mechanisms, documentation, APIs, and other intellectual property associated with the services.

The contracting or use of ALMA does not transfer to the user ownership rights over such components.

16. Intellectual property and customer information

The client retains the rights that correspond to them over their information, documents, data, trademarks, methodologies, and other pre-existing intellectual property provided to ALMA.

ALMA does not acquire ownership of such assets merely by processing them.

The client grants ALMA only the rights necessary to process them during the provision of services and to fulfill the authorized purposes.

17. Rights and Reuse of the Results

Unless a specific contract establishes different conditions, the client may use, reproduce, incorporate, and share the Results generated specifically for them in the development of their professional and business activities.

The use of the Results does not transfer to the client rights over the technology, software, agents, prompts, methodologies, taxonomies, proprietary structures, models, tools, knowledge bases, or other components of ALMA used to produce them.

The Results are generated considering the information, documentation, scope, context, and existing conditions at the time of their creation.

The client may reuse the Results for other purposes, projects, or contexts under their responsibility. ALMA will not be liable for errors, omissions, conclusions, or consequences arising from a use different from that for which the Result was originally generated, unless ALMA has expressly reviewed or authorized such application.

ALMA will also not be responsible for modifications, alterations, or substantial combinations of the Results made by the client or by third parties after delivery, to the extent that the claimed error, damage, or consequence arises from such modifications.

When a Result incorporates materials belonging to third parties, their use may be subject to the corresponding rights and conditions.

18. Third-party providers and services

ALMA uses necessary technology providers to provide certain functionalities.

These may include cloud infrastructure services, artificial intelligence models, databases, storage, authentication, observability, security, processing, communications, and deployment.

ALMA evaluates and manages relevant providers according to its governance system and applicable obligations.

The use of external providers involves certain technical dependencies that ALMA manages through measures proportional to the level of risk.

Updated information on relevant subprocessors may be maintained in specific ALMA documentation.

19. Security

ALMA maintains technical and organizational measures aimed at reasonably protecting the confidentiality, integrity, and availability of information and services, considering the nature of the information, architecture, risks, technologies used, service criticality, and applicable obligations.

No technological system can guarantee absolute security.

The user must cooperate with the corresponding security measures and promptly report any incident, vulnerability, or unauthorized access of which they are aware.

20. Availability and evolution of the service

ALMA may update, modify, or replace components of its services to incorporate improvements, correct errors, strengthen security, respond to technological changes, modify suppliers, fulfill legal obligations, enhance performance, or manage risks.

Such changes will be subject to the applicable internal evaluation and change management mechanisms.

ALMA will seek to manage material changes in a way that does not unjustifiably affect the contracted services.

The specific conditions of availability or service levels that have been expressly agreed upon will be governed by the contract, Service Level Agreement or another corresponding instrument.

21. Suspension of access

ALMA may restrict or temporarily suspend access when reasonably necessary due to a breach of these Terms, non-payment, security risks, abusive use, illegal activity, credential compromise, risk to third parties, critical maintenance, legal requirement, or the need to contain an incident.

When reasonably possible and appropriate, ALMA will inform the customer about a material suspension.

22. Termination

The user or ALMA may terminate the relationship in accordance with the applicable commercial or contractual conditions.

Termination will not affect rights or obligations that by their nature should remain in effect, including those related to confidentiality, intellectual property, payment obligations, liability, information protection, and dispute resolution.

The retention or deletion of information after termination will be governed by the applicable terms and the Privacy Policy.

23. User Responsibilities

The user will be responsible for the legitimacy of the information they provide, for the use and security of their account, for the people they authorize access, for the context in which they use the Results, for compliance with the obligations specific to their activity, and for the decisions that legally or professionally correspond to the user or their organization.

Additionally, they must consider the warnings, limitations, or validation recommendations that ALMA communicates regarding certain Results.

These responsibilities will not exclude the obligations that correspond to ALMA under the contracted service or applicable legislation.

Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, nor for loss of profits, income, business opportunities, or goodwill related to or arising from the services, except where such exclusion is not permitted by applicable law.

ALMA will not be liable for consequences arising to the extent that they are attributable to:

a. incorrect, incomplete, or outdated information provided by the user;

b. use of the services contrary to these Terms;

c. use of Results for purposes, projects, or contexts different from those for which they were generated;

d. modifications, alterations, or substantial combinations of the Results made by the user or by third parties;

e. decisions made ignoring warnings, limitations, uncertainties, or validation recommendations expressly communicated by ALMA;

f. unauthorized modifications, configurations, or integrations;

g. accesses or incidents attributable to the user's failure to comply with security obligations; or

h. circumstances, systems, or third-party services that are outside ALMA's reasonable control,

without prejudice to the responsibilities that legally or contractually correspond to ALMA.

Unless a specific contract expressly establishes a different limit, ALMA's total accumulated liability arising from an error, omission, or incident associated with a document, file, analysis, or other individually identifiable unit of processing shall not exceed, to the maximum extent permitted by applicable law, the amount actually paid by the client to ALMA for the processing of such unit.

When the service has been contracted for a bundled price and there is no individually assigned fee to the unit that gives rise to the claim, the liability limit shall correspond to the proportional part of the service price reasonably attributable to such unit, according to the scope and economic structure of the contract.

The limitations and exclusions set forth in this section shall not apply in those cases and to the extent that applicable law prohibits excluding or limiting certain liability.

Contracts, service orders, or other specific conditions agreed upon between ALMA and a client may establish different liability limits based on the nature, scope, criticality, and risk of the contracted service.

25. Commercial conditions

The prices, contracting modalities, duration, renewal, billing, taxes, usage limits, and other commercial conditions will be those indicated at the time of contracting or established in the corresponding proposal, service order, or contract.

When a specific contract exists, its commercial conditions will prevail over these Terms regarding the matters expressly regulated.

26. Personal data protection

The processing of personal data carried out by ALMA is described in its Privacy Policy.

When ALMA processes personal data on behalf of a client, additional conditions established through a Data Processing Agreement or other corresponding instrument may apply.

27. Transparency regarding artificial intelligence

ALMA may maintain additional documentation intended to explain its practices related to the responsible use of artificial intelligence, including information about models, agents, knowledge sources, quality controls, human oversight, traceability, suppliers, security, privacy, and limitations.

Such information may be available through an AI Transparency Notice or other transparency and trust documentation published by ALMA.

28. Modification of these Terms

ALMA may modify these Terms when necessary as a result of legal, regulatory, technological, operational, commercial, or service-related changes.

When the changes are material, ALMA will adopt reasonable mechanisms to inform affected users.

The current version will indicate its publication date.

29. Applicable law and jurisdiction

These Terms will be governed and interpreted in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of laws principles.

Unless there is a specific contract that establishes a different mechanism, any dispute arising from or related to these Terms or the services will be submitted to the jurisdiction of the competent courts located in the State of Wyoming.

The above will be understood without prejudice to those imperative rules that may apply and that, under the relevant legislation, cannot be validly excluded or modified by contractual agreement.

30. Severability

If any provision of these Terms is declared invalid, illegal, or unenforceable, such circumstance will not affect the validity of the remaining provisions, which will continue in effect to the fullest extent permitted.

31. Relationship between contractual documents

These Terms are part of the general conditions applicable to ALMA's services.

The relationship between ALMA and a client may additionally be governed by contracts, service orders, Data Processing Agreements, Service Level Agreements, confidentiality agreements or other specific conditions.

In case of contradiction, the instrument specifically agreed upon between ALMA and the client will prevail regarding the matter it expressly regulates, unless there is a mandatory legal provision to the contrary.

32. Contact

For inquiries related to these Terms:

Alma Technologies LLC.

1600 Van Lennen Ave, Suite 101

Cheyenne, WY 82001

United States

General contact: contacto@goalma.ai

Privacy: privacidad@goalma.ai