SaaS Terms of Service, Intellectual Property & Protection Policy

Effective Date: 28 September 2026

Company: APC Labs, SLU

Website: Culturedive.ai

1. Introduction

These Terms of Service (“Terms”) govern access to and use of the software-as-a-service platform, applications, websites, APIs, documentation, and related services provided by APC Labs, SLU (“Company”, “we”, “us”, or “our”).

By accessing or using our Services, you agree to these Terms. If you do not agree, you must not access or use our Services.

These Terms apply to your use of the Services wherever they are made available, including the Culturedive.ai marketing website and the Culturedive.ai client portal.

2. Definitions

• “Services” means our SaaS platform, software, APIs, applications, documentation, updates, and related services.
• “Customer” means any individual or organisation accessing or using the Services.
• “Confidential Information” means any non-public technical, commercial, operational, financial, or business information disclosed by either party, including software architecture, product functionality, development methods, security information, pricing models, documentation, workflows, algorithms, processes, and know-how.
• “Intellectual Property Rights” means all copyrights, trademarks, patents, trade secrets, database rights, design rights, know-how, and other intellectual property rights worldwide.

3. SaaS Licence Grant

Subject to compliance with these Terms and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer's internal business purposes.

This licence does not grant Customer ownership of the Services or any underlying technology.

All rights not expressly granted remain reserved by Company.

4. Ownership and Intellectual Property Protection

The Services, including but not limited to software code, system architecture, product design, interfaces, workflows, algorithms, models, databases, documentation, technical methods, improvements, inventions, trade secrets, concepts and processes, are and remain the exclusive property of Company.

Customer acknowledges that access to the Services does not provide any ownership rights, licences, or rights to reproduce, commercialise, modify, distribute, or create derivative works based on the Services.

5. Prohibited Activities

Customer must not, directly or indirectly:

• copy, reproduce, modify, adapt, translate, or create derivative works from the Services;
• reverse engineer, decompile, disassemble, attempt to discover source code, algorithms, architecture, or underlying technology;
• analyse the Services for the purpose of creating a competing product or service;
• build, develop, train, assist, or enable the development of any product, platform, or service that competes with the Services;
• use the Services, documentation, outputs, or confidential information to replicate functionality, design, business logic, or technical methods;
• remove proprietary notices, copyright notices, trademarks, or ownership references;
• provide access to competitors or third parties without written permission.

6. Competitive Development Restriction

Customer acknowledges that the Company has invested substantial resources in developing proprietary technology, systems, and business methods.

Customer agrees that it shall not use access to the Services, Confidential Information, technical materials, demonstrations, testing access, documentation, or interactions with Company personnel to develop, commission, or assist in developing a competing solution.

This restriction applies whether such development is performed internally, through employees, through contractors, through affiliates, or through third-party developers.

7. Confidentiality Obligations

Each party agrees to protect Confidential Information received from the other party, and to use it only for the purposes of this Agreement.

Customer specifically agrees that Company Confidential Information:

• may only be used for authorised use of the Services;
• may not be disclosed to third parties;
• may not be used for product development, competitive analysis, or replication purposes.

Company specifically agrees that Customer Confidential Information:

• may only be used to provide, support, and improve the Services for Customer;
• may not be disclosed to third parties except as necessary to provide the Services or as required by law;
• may not be used for Company's own product development, marketing, or competitive purposes without Customer's consent.

Each party must apply reasonable security measures to prevent unauthorised access, disclosure, or misuse of the other party's Confidential Information.

These confidentiality obligations will survive termination of this Agreement for a period of five (5) years.

8. Product Demonstrations and Evaluation Access

Any demonstrations, trial accounts, proof-of-concept environments, beta access, technical discussions, or evaluations provided by Company remain confidential.

Evaluation access does not create any rights to:

• reproduce the product;
• create similar technology;
• use disclosed information for internal development;
• transfer knowledge gained during evaluation into competing systems.

9. Customer Data and Privacy

Customer data remains owned by Customer.

Company processes personal data in accordance with applicable European data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”). Further detail on how Company processes personal data is set out in Company's Privacy Policy.

Where applicable, Company and Customer will enter into a Data Processing Agreement (“DPA”) governing processing activities.

Customer is responsible for ensuring that its use of the Services complies with applicable privacy laws.

10. Output Ownership

Notwithstanding Section 4, Customer owns the specific reports, dashboards, and other outputs prepared and delivered to Customer as part of the Services (“Deliverables”). Company retains all right, title, and interest in and to its underlying methodology, algorithms, models, and databases used to produce the Deliverables, including where the same inputs applied by different customers produce identical or substantially similar results.

11. AI-Generated Output Disclaimer

Outputs are generated using probabilistic and deterministic models and are not guaranteed to be accurate, complete, or error-free. Human review, where provided, is limited by the time and resources allocated and does not constitute a guarantee of accuracy or completeness. Customer is responsible for having Deliverables reviewed by qualified personnel before relying on them for business decisions.

12. Security

Company implements reasonable technical and organisational measures designed to protect the security and integrity of the Services.

Customer must not:

• attempt unauthorised access;
• test vulnerabilities without permission;
• interfere with system operation;
• bypass security mechanisms.

13. Fees and Payment

Customer agrees to pay applicable subscription fees according to the selected plan.

Fees are non-refundable except where required by applicable law or expressly agreed otherwise.

14. Service Availability

Company may modify, update, improve, or discontinue parts of the Services where reasonably necessary.

Company does not guarantee uninterrupted availability unless expressly agreed in a separate Service Level Agreement.

15. Limitation of Liability

To the maximum extent permitted by applicable law, Company shall not be liable for indirect damages, loss of profits, loss of business opportunities, loss of data, or consequential damages.

Company's total liability shall not exceed the fees paid by Customer during the twelve (12) months preceding the event giving rise to the claim.

Nothing limits liability that cannot legally be excluded under applicable law.

16. Data Breach Notification

Company will notify affected Customers without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a confirmed breach of personal data affecting Customer, in accordance with Company's obligations under the GDPR.

17. Indemnification

Customer agrees to indemnify Company against claims, damages, losses, and expenses arising from misuse of the Services, violation of these Terms, infringement caused by Customer materials, or unauthorised copying or replication of Company technology.

18. Termination

Company may suspend or terminate access if Customer violates these Terms, misuses Confidential Information, attempts reverse engineering, or develops or assists competing products using Company technology.

Customer may terminate its subscription in accordance with the applicable subscription terms.

Upon termination or expiry, Customer will have a reasonable period to access and retrieve its data, as specified in the applicable subscription terms, after which access may be suspended or the data deleted in accordance with Company's data retention practices. Any setup fees, prepaid fees, or other amounts will be treated as specified in the applicable order or subscription terms.

Upon termination, Customer must stop using the Services, Confidential Information must remain protected, and all unauthorised copies or materials must be destroyed.

19. Modification of Terms

Company reserves the right to modify these Terms from time to time. Any material changes will be communicated to Customer and will take effect on the date specified in the notice. Continued use of the Services following the effective date constitutes acceptance of the updated Terms.

20. General Provisions

Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Entire Agreement. These Terms, together with any applicable order or agreement expressly incorporated herein, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements, understandings, and representations relating to the same subject matter.

No Waiver. A failure or delay in exercising any right or remedy under these Terms will not constitute a waiver of that right or remedy.

21. Governing Law and Jurisdiction

These Terms are governed by the laws of Spain.

Any disputes shall be subject to the exclusive jurisdiction of the courts of Barcelona, unless mandatory applicable law provides otherwise.

22. Contact Information

Company: APC Labs, SLU

Address: LPBC Passeig de Gràcia 67, 08007 Barcelona

Email: info@culturedive.ai