Terms of Use
For Galilei Learning
The following are the terms of use applicable to "GALILEI LEARNING" Clients under which GALILEI LEARNING CORPORATION (the "Company") allows the use and access to the Services to training optimization services for companies through the processing and analysis of user manuals and Client documentation, in order to generate Content that facilitates and speeds up the training process for Client employees. The Services will be provided in the Software as a Service (hereinafter, the “SaaS”) modality.
These terms will describe the relationship between the Clients and the Company. They will explain the rights and obligations that Users acquire through using the Services provided by GALILEI LEARNING by any means and the rules under which the Parties will manage their relationship.
By registering as a Client, accessing or using our Services, and/or expressly accepting these terms and conditions electronically, GALILEI LEARNING Clients express their consent and acceptance of them. If the Client does not agree with these terms and conditions, they should not click on the service links or any similar link and should not access or otherwise use our Services.
Likewise, by performing any of the activities mentioned above, Clients declare that they have the capacity and the necessary powers to bind themselves following these terms. If whoever uses GALILEI LEARNING Services does so on behalf of a legal entity or third party, they guarantee that it is fully empowered to bind and/or represent such Person. In case of not being authorized, shall be personally liable for the obligations undertaken under these terms.
Notwithstanding the previous, and upon express written request of the Client, the Company may send an electronic copy of the terms outlined in this instrument.
GALILEI LEARNING is a corporate training SaaS solution that, through the use of advanced analysis, extraction, processing, and information presentation tools, generates Content aimed at training Client employees, simplifying the learning process, and optimizing corporate training. GALILEI LEARNING offers Clients the possibility to share a series of challenges in different formats with their employees based on the user manuals and documentation that the Client provides to the Company for this purpose, thereby contributing to improving the Client’s internal processes, increasing efficiency, and enhancing employee adaptability.
“Administrator” Refers to the individual appointed by the Client, responsible for:
(i) Providing the Company with the Client Documentation to enable the creation of the necessary Content; (ii) Reviewing and approving the Content before its publication on GALILEI LEARNING; and (iii) Assigning Users.
“Client” Refers to the entity or individual that requests and acquires the Services governed by these Terms and for whom a profile will be created on GALILEI LEARNING. The Client may designate an Administrator to manage the Content and Users.
“Client Documentation” Refers to the set of corporate materials and documents used for User training, including PDF documents, user manuals, videos, audio files, and other formats containing the essential information the Client deems necessary for corporate training and Content development.
"Commercial Proposal" a document detailing the Service offer tailored to the Client's needs, including the scope of the Service, the number of Users, functionalities, and associated costs.
“Content” Encompasses customized training materials, quizzes, games, and challenges in audio or text formats, created based on the Client Documentation and designed to facilitate corporate training for the Client’s Users through GALILEI LEARNING.
"GALILEI LEARNING" it is the platform designed to simplify and optimize corporate education for Clients through the creation of customized questionnaires, challenges, and tasks based on Client Documentation. Offered as a SaaS or as software development, regardless of its designation, this solution will be available to the Client and its Users. The name, format, and functionality of the technological platform may be modified as determined by the Company.
"Maintenance" It is understood as downtime or service interruptions resulting from the technical, operational, and/or technological maintenance that the Company needs to perform, which may include, but is not limited to: (i) maintenance windows carried out by the Company, understood as modifications or repairs to the SaaS; and (ii) emergency maintenance, which refers to critical, unplanned maintenance necessary for the security and performance of the SaaS configuration, without which the Service standards would not be met.
"Parties" means jointly the Company and the Client.
"Person" means any person, partnership, joint venture, association, company, corporation, foundation, or any other entity with legal personality or any other government entity or any nation or political subdivision thereof, whether local or foreign and any agency, authority, regulatory entity, court, central bank, or any entity in the exercise of its executive, legislative or judicial powers.
"Plans" means the subscription plans offered to the Client for accessing the Services according to their needs.
"Service" refer to the creation and distribution of customized corporate education Content, through the manual processing, analysis, extraction, and structured presentation of the Client's Documentation, which will be facilitated and made available to the Client's Users for execution through GALILEI LEARNING.
"Service Fee" means the prices of the Services previously informed to the Client through GALILEI LEARNING.
"SLA" means the Service Level Agreement through which the Parties agree on availability levels, maintenance, attention, and incident criticality, among others. The SLA shall be incorporated into these terms and conditions as Schedule 1.
"Users" means the persons (employees, contractors, students, among others) assigned by the Administrator who will receive the Content through GALILEI LEARNING.
By contracting the SaaS service, by accepting these terms, and/or by using our Services, Clients voluntarily and freely engage in a service that processes their Client Documentation to generate Content aimed at optimizing and accelerating the training and learning processes for their Users.
This service includes extracting, analyzing, and structuring information from the Client Documentation to create and provide Users with access to one or more personalized Content modules.
The Company grants the Client a non-exclusive, non-perpetual, and non-transferable license to use the GALILEI LEARNING platform, enabling the Client and its Users to access the Service. By providing a non-exclusive license, the Company retains the right to license GALILEI LEARNING to third parties, without this affecting or diminishing the rights of existing Clients. Any unauthorized use by the Client or its Users may result in liability for damages in favor of the Company.
The Service terms include these Termsas well as any other binding document published by the Company through designated channels or communicated to the Client by any means, all of which will be available for consultation.
The Company offers a SaaS service for Users, i.e., it allows them to access the functionalities offered by GALILEI LEARNING through accounts or sessions to which they have remote access through a computer connected to the Internet. As part of the Service, the Company utilizes information processing and analysis tools to handle the Client Documentation, which may include, but is not limited to: (i) collecting the files containing the Client Documentation; (ii) conducting a manual review, analysis, and processing of the documentation; generating personalized Content in structured formats based on the Company's analysis of the Client’s needs and improvement metrics; (iii) uploading the Content to GALILEI LEARNING; (iv) enabling Users to access and engage with the Content on GALILEI LEARNING; and incorporating any additional functionalities developed in the future.
The Client, through its Administrator, can access the Service provided by the Company via GALILEI LEARNING as follows:
The Client must accept the commercial offer shared by the Company, which details the acquired Plan and the number of Users included.
The Client must designate an Administrator, who will serve as the primary point of contact between the Company and the Client.
Once the Administrator is designated, they will be responsible for sharing and submitting all necessary Client Documentation to the Company for the creation and generation of Content, based on the Company’s analysis and improvement metrics over the Client Documentation. The Administrator must also provide the mobile number and team name of each User who will be granted access to GALILEI LEARNING.
The Company will process, analyze, and extract information from the Client Documentation to generate the Content within the agreed delivery timeline established between the Administrator and the Company.
Once the Content is created and delivered, the Administrator will have eight (8) days from receipt to approve the Content or request adjustments or modifications.
If the Administrator requests modifications, the Company will have eight (8) days from the request date to implement the necessary changes or corrections.
Once the Administrator approves the Content, the Company will upload it to GALILEI LEARNING and enable User access.
Users will receive an access link via instant messaging or SMS, allowing them to register on GALILEI LEARNING, accept the processing of their personal data, agree to the privacy policy, and accept the Terms for Users. They will then be able to participate in the activities and challenges available through GALILEI LEARNING. Throughout the Service, Users can interact with the Content, complete challenges, and engage in related activities.
The Administrator can monitor key metrics, including User progress, completion rates, time spent, and performance in quizzes, games, or challenges. These metrics provide insights into the effectiveness of the Content, enabling the Administrator to identify areas for improvement and make data-driven decisions for future training. Additionally, these statistics can be exported and shared with other members of the Company as needed.
The Service scope is defined by the Plan agreed upon with the Client. In any case, the scope will be determined by the Service specifications described in the Commercial Proposal provided to the Client, which is incorporated as an integral part of this agreement in Annex 2.
For Users to access the Services, they must meet the following requirements:
Having completed the payment for the Services in accordance with the Rates and the Commercial Proposal agreed upon with the Company.
All those deemed necessary by the Company and previously informed to the Clients.
Have the legal capacity to contract according to the law of the country where the Client resides.
To have read and accepted these terms and conditions.
The Administrator and/or the Client must follow the instructions provided by the Company to access GALILEI LEARNING and receive the Services.
The Rates and specific features of each Plan will be detailed in the Commercial Proposal shared with Clients, as they depend on the number of Users the Client chooses to train through the Service.
The Company reserves the right to update its pricing in accordance with its business policy. In such cases, the Client will be notified of the new prices, allowing them to decide freely whether to continue receiving the Services.
The Service Fees will remain unchanged for the duration of the Service. Any new prices will take effect upon the start of the next service term. If the Client chooses not to renew the Service, they must notify the Company in writing at least thirty (30) days before the new pricing term begins. Failure to provide such notice within the specified period will result in automaticrenewal of the Service, with the new Rates deemed accepted.
The Service Fee will be billed monthly in accordance with the Commercial Proposal.
The billing and payment process will proceed as follows:
The Company will issue the invoice for the selected Services within fifteen (15) business days after the Client accepts the Service.
The Client will have seven (7) days from the invoice receipt date to accept or reject the Service.
Once the invoice is accepted, the Client will have thirty (30) days to complete the payment.
The Company provides the following payment methods for the Client to process the Service Fee:
Payment platforms, such as Stripe Payments.
The Company may enable or modify additional payment methods without requiring the Client’s prior authorization.
The Company reserves the right to temporarily or permanently suspend the Service if payments, deadlines, or payment terms outlined in these Terms and Conditions are not met.
GALILEI LEARNING Maintenance
The Company undertakes preventive and corrective maintenance activities to avoid possible errors, failures, or intermittencies in executing the GALILEI LEARNING user license or to correct its errors, failures, or intermittencies. In performing the GALILEI LEARNING maintenance obligation, the Company may restrict access to and use of GALILEI LEARNING for repairs or maintenance scheduled twenty-four (24) hours in advance or when reasonably required to secure the SLA. As maintenance periods are necessary for the execution of this Term, any downtime or temporary unavailability of GALILEI LEARNING due to maintenance will not impact the agreed inactivity periods, nor will they be considered as grounds for claims or damages by the Client.
Under normal conditions, the Service will be available at the levels agreed upon in the SLA. However, the Client acknowledges that downtime or service interruptions may occur due to technical, operational, or technological maintenance required by the Company. These maintenance activities may be scheduled or emergency-based, where emergency maintenance refers to critical, unplanned interventions necessary for security and system performance, without which the SLAs could not be met.
The Company may implement modifications or updates to the Service, including infrastructure improvements, security enhancements, technical configurations, and application features, as well as updates reflecting technological advancements.
Under normal conditions, the Service will be available in the percentages agreed in the SLA; however, the Client accepts that there may be downtimes or interruptions of the Service derived from technical, operational, and technological maintenance that the Company requires to perform, including emergency maintenance, which refers to unplanned critical maintenance for the security and performance of GALILEI LEARNING configuration, without which the Service standards would not be met.
The Company may implement modifications or updates to the Service, including infrastructure improvements, security enhancements, technical configurations, and application features, as well as updates reflecting technological advancements.
Technical Support.
The Company will address GALILEI LEARNING failures based on their level of criticality, through the appropriate support team. This team will be available to respond to requests submitted via email or through the communication channels provided by the Company, during the hours specified in the SLAs. Additionally, any extra levels of support offered by the Company for specific services acquired by the Client will be outlined in these Terms and their annexes.
The duration of the Service will be as specified in the Commercial Proposal, starting from the Start Date and renewing automatically unless either Party provides written notice of termination at least thirty (30) calendar days before the termination date.
During the term of the Service referred to in Section 3.2, and unless otherwise provided, the Client shall have a limited, non-exclusive, non-assignable, and fee-based right of use to access and use the Company's Services for its operative and internal management.
Under this license of use, Clients may not use the Services for purposes other than those already mentioned.
In the same way, Clients acknowledge that the usage license granted under this section may also include access to and use of any additional functionalities that the Company may make available at its sole discretion.
To ensure the effective and proper implementation of the Services by the Company, and in accordance with Section 3.2 of these Terms and Conditions, the Client grants the Company the right to use, process, and transmit content owned by the Client during the term of the Service provision.
Once the Service provision concludes, the Client Documentation provided will not be stored, with only anonymized usage records retained for metrics and product improvement purposes. The Company will not hold any rights over the Client Documentation provided, nor will it retain it beyond six (6) months, during which anonymized records will be used exclusively to demonstrate the efficiency of the Services.
Each Party shall remain the exclusive owner of all intellectual property rights it holds or is legally licensed to use. Therefore, neither Party grants, implicitly or explicitly, any ownership or exploitation rights concerning the intellectual property of the other Party.
Accordingly, all intellectual property rights used in any manner by either Party for the development and provision of the Service shall remain the property of the respective Party. Their use for the purpose of operating and delivering the Service does not, in any way, grant any rights beyond those expressly stated in these Terms and Conditions.
Without prejudice to the above, GALILEI LEARNING, including its solutions, designs, graphics, text, images, source code, object code, usage model, generated Content, and all other accessible information, is the exclusive property of the Company and is protected under applicable intellectual property laws.
Distinctive signs such as trademarks, trade names, and logos, as well as all components of the Company's brand identity, are the exclusive property of the Company. Clients are not authorized to use these trademarks without permission. However, the Client grants the Company the right to use its brand solely for publishing it on the Company’s website, for the proper provision of the Service, and/or in any marketing materials, including but not limited to commercial offers, business presentations, and social media advertising. This use does not transfer any ownership rights over the Client’s brand to the Company.
The use of GALILEI LEARNING by Clients does not imply any transfer of industrial property or copyright belonging to the Company. Authorized uses are strictly limited to the provisions stated in these Terms and Conditions, the natural and functional purpose of GALILEI LEARNING, and the legal relationship between Clients and the Company. All granted uses should be interpreted restrictively.
Clients and any third parties must refrain from extracting and/or reusing any part of the Content without the prior express consent of the Company or its respective rights holders. Any violation of this section may result in liability for damages.
The Client may not sublicense, sell, rent, lease, transfer, distribute, display, host, subcontract, disclose, or commercially exploit the functionalities of GALILEI LEARNING or the Content generated through the Service. Additionally, the Client may not modify, create derivative works, disassemble, decompile, or reverse engineer any part of GALILEI LEARNING, nor may they access or use GALILEI LEARNING for the purpose of creating, supporting, or assisting a third-party service.
No functionality of GALILEI LEARNING may be copied, reproduced, distributed, published, downloaded, displayed, edited, or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, or recording methods.
The intellectual property rights over Content generated by the Company belong exclusively to the Company. The Client acknowledges and respects all rights of the Company over this material and agrees not to use, reproduce, distribute, or disclose such Content without the Company’s express written consent, except for the specific purposes of the contracted Service. Any unauthorized use of the Content may result in legal liabilities and the obligation to compensate the Company for damages.
You understand that the license to use the Software under Section 5 is subject to the following restrictions:
The license of use may not be shared or used by persons other than the Administrator authorized by the Company.
The Client may not license, sell, rent, lease, transmit, assign, distribute, display, host, subcontract, disclose, or otherwise commercially exploit or offer or provide the Service and/or those other products and/or services that the Company chooses to provide; on terms other than those permitted by these terms.
The Client may not modify, create derivative works, or perform disassembly, decompile, or reverse engineer activities on any part of the Service, or access or use the Service to create, support, and/or assist a third party in the construction and/or support of products or services that compete with the Company and its Services, or that have a similar or identical purpose.
Except as expressly provided herein, no part of the Service may be copied, reproduced, distributed, published, downloaded, displayed, edited, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording and/or any other means.
The Client undertakes to prevent and avoid, by any means it deems reasonable, that unauthorized third parties have access to the Services.
The Clients undertake to comply with all the obligations expressed in the present terms, as well as those determined in other documents, including but not limited to other agreements entered with the Company.
In addition to these obligations, Clients shall have the following obligations:
Address the Company's personnel with respect.
Provide the Company with current and accurate information during the entire term of the business relationship.
Pay the Fees for the Services according to the acquired Plan.
Refrain from using any techniques to evade payment of the Fee.
Respect the Company’s intellectual property rights, industrial property rights, and copyrights.
Provide the necessary information for the proper functioning of GALILEI LEARNING and the provisioning of the Services.
Give notice to the Company of any irregularity or illegality that they become aware of that occurs or will eventually occur.
Be liable to third parties for the damages caused by the operations it carries out in GALILEI LEARNING, holding the Company harmless for the economic damages that this generates if a third party claims directly against the Company under an eventual joint and several liability, including, but not limited to, defense costs and attorney's fees.
Read and fully understand these terms.
Comply with all rules expressed in these terms or other documents.
Send the Client Documentation to the Company in a complete, accurate, and timely manner to ensure the proper provision of the Service.
Review and approve the Content provided by the Company as part of the Service delivery.
Clients agree to refrain from engaging in any of the following activities:
Sell or otherwise transfer the rights to use GALILEI LEARNING.
Modify, disassemble, decompile, or reverse engineer GALILEI LEARNING.
Testing, vulnerability scanning, or attempting to circumvent security mechanisms implemented on websites, servers, or networks connected to GALILEI LEARNING.
Copy, emulate, or in any way reproduce GALILEI LEARNING software.
Deliberately reduce or impede the accessibility, usability, or operability of GALILEI LEARNING.
Use GALILEI LEARNING to upload illegal, defamatory information and/or information obtained without the necessary legal authorizations regarding personal data protection laws applicable in the territory where the Service is used.
Deliberately reduce or obstruct the accessibility, usability, or operability of GALILEI LEARNING.
Transmit, post, or promote material or content that encourages any conduct that may constitute a criminal offense or give rise to any Company liability.
Upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may impair or damage the operation of GALILEI LEARNING.
Access or use the information of any other customers or third parties through GALILEI LEARNING without being authorized to do so.
Upload content to GALILEI LEARNING that includes information intended to train Users on topics that may be against the law, public morals, or individuals' rights.
The violation of any of the Client's special prohibitions will entitle the Company to unilaterally terminate the provision of the Service without prior notice. Such a violation will constitute sufficient evidence to serve as an enforceable title for the collection of any applicable compensation.
By the nature of the Service offered by the Company, the Company undertakes to:
Provide the Service in accordance with these Terms, the Commercial Proposal and its updates, and other related documents.
Allow non-exclusive use of GALILEI LEARNING.
Provide the infrastructure for the proper operation of the Services.
Inform the User about any change in the Fees.
If a Client notifies the Company about the existence of false, erroneous, inaccurate, or incomplete information or information that does not comply with these terms, it may make the necessary inquiries and investigations to corroborate the known assertions. In case of evidencing such faults or having reasonable suspicion about its integrity, authenticity, or verifiability, it may deactivate the account by communicating it to the Client.
To make the necessary arrangements to carry out the technological updates required for the Service.
Support and instruct the Client and its developers to make good use of and get the most out of GALILEI LEARNING.
The Company warrants that it will provide the Services outlined in Section 3.2, in all material respects, as described in the scope. If the Services are not provided following the preceding warranty, the Client shall notify the Company in writing of such circumstance, describing the deficiency in the Services.
The Company shall only be liable for failures of GALILEI LEARNING below the guaranteed service levels.
The Company will use its best efforts to provide the Services at the quality expected by Clients, subject to these terms. Notwithstanding the foregoing, the Services provided by the Company come with no guarantees and are delivered in accordance with the terms outlined in Section 9 of these Terms.
The Company guarantees that the Content will be shared with the designated Users through GALILEI LEARNING as per the agreed specifications. However, the Company assumes no responsibility for whether the Users engage with or complete the Content. The Client is solely responsible for ensuring that Users participate in and execute the Content. Any lack of participation or failure to view the Content by Users will not be considered a breach by the Company.
Clients agree that the Service provided by GALILEI LEARNING is an "as is" service, which means that there is no express or implied warranty of any kind as to the performance of the SaaS service, except for the warranty stated in Section 8, subsection c of this document.
No information Client may have received by any means from the Company or any of its representatives or officers, in addition to these terms, shall engage the liability of the Company or represent any warranty regarding the Services.
For this reason, the only recourse that Clients will have concerning the Services provided by GALILEI LEARNING is not to use them again without implying any reimbursement in favor of the Clients.
The Company shall not be liable under any circumstances for indirect, punitive, special, exemplary, incidental, consequential, or emergent damages, nor for loss of data, revenue, profits, or other variables related to the use of GALILEI LEARNING, its misuse, or any attacks, sabotage, unethical, illegal practices, or force majeure events.
However, the Company commits to implementing necessary cybersecurity measures to protect the Client's and Users' data and information, leveraging its expertise in service provision.
In any case, the Company's total liability, whether contractual or non-contractual, shall not exceed the total amount paid by the Client for the Services during the last year or a proportional amount based on the elapsed period of the Service term.
Requests, complaints, claims, and suggestions ("Claims") to GALILEI LEARNING Services shall be governed by the following provisions:
The Claims may be submitted through the e-mail: help@galileilearning.com.
The Company will register and individualize the Claim by assigning a number, which will be made known to the Person who filed the Claim through a copy or by informing of the complaint number.
The Company will not be responsible for responding to a Claim when it deals with information or a service that is not provided directly by GALILEI LEARNING. It will be responsible for giving the necessary specifications to the Client as to who the responsible Person is. The Company will respond to the Claim within fifteen (15) business days from its receipt.
The Company informs Client that it shall be exempt from liability when:
Clients provide incorrect, inaccurate, not updated, or false identity data or information, and in particular, but not exclusively or limited to, for damages of any nature that may be due to impersonation of a third party, made by a Client or a User in any communication or transaction made through GALILEI LEARNING.
A suspension, interruption, or cut of the Service due to corrective or preventive maintenance.
When urgent modifications must be made that are necessary in GALILEI LEARNING due to causes beyond the Company's control in cases of congestion in the lines or signals, cases of force majeure or fortuitous events attributable to nature, atmospheric conditions, high or low voltage in the electrical system and others of a similar nature.
Viruses imported through the network or whatever their origin.
For improper use of the Services by the Client or the User, whether due to lack of knowledge of use, misconfiguration, technical failures of access, or other similar equipment owned by the Clients.
For any cost, prejudice, or damage caused to the Clients as a consequence of the improper use of the Services by persons outside the Company.
For the infringement of intellectual property rights by Client, those who claim to be right holders, either as owners or licensees of such rights or those who presume to have any authorization for their use.
he distribution of Content by Users after the Company has shared it through GALILEI LEARNING is the sole responsibility of the Users. The Company guarantees the security of the Content while it remains within the platform but loses control over it once the User decides to share or distribute it by any means accessible to them.
The Clients agree that the Company may use cookies and/or other similar technologies, both in GALILEI LEARNING, its contents, and services, as well as in the e-mails sent to the Clients and the Users, for, among others, authentication, recording activities in GALILEI LEARNING, improving functionality, optimizing the Services offered, analyze market trends, analyze the demographic information of those who visit GALILEI LEARNING and make use of the services it offers, evaluate the effectiveness of advertising, the behavior of GALILEI LEARNING Clients and the result of the activities carried out, determine who has opened the e-mail sent and the format in which it is sent. These tools allow obtaining, among others, information regarding the type of browser and operating system used, the IP address, the time spent on GALILEI LEARNING, and the number of visits made to GALILEI LEARNING, among others.
GALILEI LEARNING employs advanced encryption technologies to protect confidential information, Client Documentation, and Content in the provision of Services. The Company commits to making its best efforts to ensure information security and maintain the confidentiality of Client Documentation and/or Content by implementing reasonable security measures to prevent unauthorized access, misuse, or disclosure.
However, the Company is not responsible for the misuse, disclosure, or unauthorized access to Client Documentation and/or Content by third parties beyond its reasonable control, including but not limited to cases of negligence or deliberate actions by the Client, its Users, or third parties.
Clients agree that for any dispute or disagreement that arises during the use of GALILEI LEARNING, the Client and the Company shall have a period of thirty (30) calendar days from the date of the complaint to resolve their differences by direct negotiation or conciliation.
If, after this time, no agreement can be reached, the Client and the Company are free to go to the courts of the state of Delaware, United States.
With the acceptance of these terms, the Company is authorized to collect, use, and process the personal data contained in GALILEI LEARNING and those that may be provided or collected in the future for the purposes and under the terms described in the Company's Privacy Policy, which is available at www.galileilearning.com/privacy.
In any case, Client may exercise their rights to know, update, rectify, or delete the data or to revoke this authorization under the terms of the Privacy Policy.
The Company may ask the Client for personal data such as name, address, telephone and email, and means of payment. By providing data by any means, the Client gives express consent to the Company to carry out operations of Personal Data Processing, such as collection, storage, use, circulation, or deletion, under the terms of the Privacy Policy. The Company may also obtain data through integration with other platforms, which will also be subject to these and especially to the Privacy Policy.
Personal data will be processed to develop the Company's corporate purpose and other purposes specified in the Company's Privacy Policy.
The Company will process personal data, as defined in the Company's Privacy Policy, for as long as necessary to fulfill the purposes mentioned above and/or as long as necessary to comply with legal or contractual obligations.
The Parties agree that the personal data provided by the Client to the Company, as well as any data collected through GALILEI LEARNING or during the provision of the Services, will be collected and/or stored by the Company on behalf of the Client for the purpose of delivering the contracted Services.
These terms and all rights, obligations, and conditions hereof shall be construed, governed, and enforced following the laws applicable to the State of Delaware, United States. In the same sense, the resolution of any dispute or matter related to this instrument shall be subject to the jurisdiction of the competent courts of the State of Delaware, United States, waiving any other jurisdiction that may be competent.
The use of the functionalities included in GALILEI LEARNING by the Clients implies the acceptance of these Terms. If any Client disagrees with any of the elements in the Terms, they must cease using GALILEI LEARNING.
These Terms constitute a legally binding agreement between Clients and the Company.
The Company may make updates and changes to these Terms, both in appearance, features, and content. It may be changed or modified as new functions or features are developed and to the conditions of access at any time, without any additional commitment to those established by the Company or any claim of prejudice.
Effective Date: February 20, 2025.
Schedule 1
Service Level Agreement (SLA)
The purpose of this document is to establish the terms of the SaaS Service provided by GALILEI LEARNING, any upgrade, and maintenance. This document reflects the operational conditions of the technical support service and contains all the aspects related to its execution, allowing the parties to keep control over their requests.
Critical event: means any problem with the platform that prevents the Client or Users from using GALILEI LEARNING.
Support: means the services through which the Company can assist the Client to resolve problems and requests relating to the operation of GALILEI LEARNING.
Tickets: the Client reports situations in Questions, Requests, or Problem Reports.
Problem: Failure or event that prevents the correct operation of GALILEI LEARNING.
Question: is a request for information made by the Client, without referring to any failure or error in GALILEI LEARNING.
Request: is a requirement, request, or inquiry made by the Client that does not represent a problem, failure, or error with GALILEI LEARNING.
Availability
The Company will maintain a "monthly availability" of 99%. The "monthly availability percentage" in a particular application is the ratio of time that GALILEI LEARNING was available to the Client relative to the total time counted in a month. Time is measured in 24-hour intervals and 30-day monthly cycles. Availability is always calculated for a whole month. An interval is marked as unavailable if attempts to connect to the application by the Client are rejected or unsuccessful. However, the Company is not responsible in any case for the failures presented in the equipment and/or systems operated by the Client, nor for the consequences arising.
AL = (X/Z) x
Where:
AL: Is the availability level for the period.
X: Is the number of effective hours available during the entire period. To calculate this number of hours, only those hours in which the service was not available due to causes attributable to the Company will be subtracted.
Z: Is the number of hours the service should be available, i.e., twenty-four (24), multiplied by the number of days of the period in question.
b. Customer Service
Support Scheme
To ensure the optimal functioning of GALILEI LEARNING, the Company provides a support service aimed at assisting with incident resolution during operations. This service is available Monday to Friday from 9:00 AM to 6:00 PM EST.
Service channels
The means of attention available according to the support scheme are:
e-mail: help@galileilearning.com
Criticality Levels
Requests or issues submitted by the Clientto the Company’s support team will be classified based on their impact on the Client’s operations, as follows:
Critical
The functionality is completely inoperative, with no alternative available to continue operations.
Urgent
The functionality is partially operational, and an alternative is available to continue operations.
Medium
A minor issue that allows the functionality to continue operating.
Low
General inquiries or requests that do not affect service availability.
iv. Definitions
The terms used in this section shall have the following meanings:
a. Attention: The time elapsed between the submission of a request and the assignment of a service agent.
b. Review: The time elapsed between the agent's initial response and the first follow-up regarding the request.
c. Escalation: The time elapsed between the escalation by the agent and the case review by the assigned person. This applies only when escalation is necessary for the Client’s request.
d. Resolution: The time elapsed between the agent’s initial response and the moment the case is fully resolved.
The response time varies based on the criticality of the request, as outlined below:
c. Maintenance Windows
The Company, in its continuous improvement, reserves the right to open "maintenance windows" that will allow updates to the platform that directly or indirectly affect the availability of it. For these "maintenance windows," the Company will notify the Client at least 24 hours before. The Company shall also have the right to perform emergency or unscheduled maintenance services, with at least 3 hours prior notice, which will be performed on the required days and as long as they cannot be postponed and executed as scheduled maintenance.
Notification of maintenance will be provided to the Client via e-mail. The Company shall use its best efforts to ensure the Client receives the information. The Company shall be released from its obligations to contact the Client if the contact details need to be updated or out of date due to an action or omission by the Client.
d. Act of God or Force Majeure
If the Company is temporarily unable to provide the Service contemplated herein due to the intervention of an event constituting an act of God, meaning any unforeseeable and irresistible event beyond the Company's control, the Company will notify the Client of the estimated time for the resumption of the Service, but in no case will the Company be liable for it, nor will it be understood that there was a breach of the Contract.
Support Procedure
To favor the most efficient development of the service, the parties agree to adopt as mandatory the following procedure and management plans for quality control.
The Client must report all requests through the support channels.
Requests reporting
Requests are created with the following characteristics:
Subject: The Client describes in a summarized manner what the request is about.
Type of Request: The Client classifies the request according to its nature as follows:
Question: The Client wishes to ask a Question about GALILEI LEARNING.
Report a Problem: You want to report a problem you are experiencing in GALILEI LEARNING.
Request: You wish to submit a Request.
Request Priority: The Client classifies the request according to the nature of the urgency of resolution according to the impact of the request. The different priorities are described below:
PRIORITY
DESCRIPTION
Medium
Problem or question, acceptable alternate path. Important but does not necessarily cover an emergency.
Low
Information requirement. Can wait for higher priority tasks to be performed.
iv. Description of the request:
The Client must explain logically and coherently the requirement or situation to be resolved with visual aids or screenshots and full details of the error presented, among others.