Terms and conditions

Nuclia’s API Terms and Conditions

Please read these terms & conditions (the “Terms”) carefully before getting access to Nuclia’s API.

Welcome to Nuclia. You are reading these Terms because you are getting access to Nuclia’s application programming interface as well as the related documentation (collectively, the “API”) as a Developer.

These Terms constitute a binding agreement between you (if you are a professional) or the legal entity that you represent (the “Developer” or “You”) and Bosutech XXI, S.L. (“We“, “Us”, or “Nuclia“) as owner of the API. You warrant and represent that You are entering into these online Terms in your own name (in case you are a professional) or on behalf of the Developer and that you have full authority to bind the Developer to these Terms.

These Terms shall apply to the use of the API for any of its functionalities (as defined below) in any of our different Plans (as defined below).

By accepting these Terms, You acknowledge that You have read and agree to be bound by these Terms, including our Privacy Policy https://nuclia.com/privacy-policy and Cookies Policy https://nuclia.com/cookies-policy which are hereby incorporated by reference.

• API and functionalities

1. These Terms set forth the terms pursuant to which You may access and use the API offered by Us through the Platform for any or some of its functionalities. Please visit https://nuclia.com/ (the “Site”) to check all available functionalities of the API (all the foregoing, the “Functionalities”).
2. During the term of these Terms, We grant You a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license, subject to and in accordance with these Terms, to use the Functionalities and to integrate the API with your services. This license is for the sole purpose of enabling You to use the API in the manner permitted by these Terms. No licenses or rights are granted to You by implication or otherwise, except for the licenses and rights expressly granted to You in the framework of these Terms.

• Registration and account

1. In order to get access to the API, We will require You to subscribe one of our Plans and to create your own personal account (the “Account”) by providing Us with your name, surname an e-mail, a password and some additional personal data as well as a payment method, which will always be treated according to our Privacy Policy. Such Account shall be personal and its access information strictly confidential and, hence, You are fully responsible of the activity occurring under your Account and We shall not be liable for any loss or damages that You may suffer as a result of someone else using your Account and/or accessing or using your content. Likewise, You shall be liable to any losses or damages caused under the use of your Account, regardless if it is being used by a third party. To maintain control over the Account and to prevent anyone from accessing the Account, You should maintain control over the devices that are used to access the service and not reveal the password or details of the payment method associated with the Account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your Account. You agree to notify Us immediately at info@nuclia.com if you discover any unauthorized use of your Account or login credentials. We can terminate your Account or place your Account on hold in order to protect You, We, or our partners from identity theft or other fraudulent activity.

• Plans, free trial period, and pricing

1. We currently offer the following 4 plans (the “Plans” and, individually each of them, the “Plan”) that You can subscribe to: 

(a) Developer / Starter

(b) Business

(c) Enterprise

(d) Startup

The features and Functionalities of the API may vary between Plans and may also change over time. Please visit the Site to check all information regarding the current available Plans and their different features and Functionalities and their prices. Special conditions may apply to You depending on the Plan You subscribe to.

2. Each Plan includes a free trial period of 15 calendar days from the date on which You subscribe to it (the “Free Trial Period“). At the end of the Free Trial Period, you will be requested to enter your payment details in order to keep running the service.

If You unsubscribe from the Plan before the end of the Free Trial Period or if for any reason the price cannot be charged within the established period:

(a)  We will automatically block your Account, so You will not be able to perform searches or upload information to the Platform until the outstanding price is paid; and

(b) If You do not make the corresponding payment within 90 calendar days from the end of the Free Trial Period, We will proceed to disable your Account.

If You do not wish to continue being subscribed to the Plan once the Free Trial Period ends, You must cancel your subscription to the Plan on the billing section of Nuclia Dashboard, in case you would have any trouble on canceling your account, you will have to send an email to billing@nuclia.com.

3. We may change and modify our Plans, their price or any of the Functionalities from time to time. We will give You at least 30 calendar days’ notice of these changes via an email sent to the email address associated with your Account, and You will have the opportunity to cancel your subscription before the new price takes effect. Any price changes or changes to your Plan will apply to subsequent billing cycles following notice of the change(s) to You.

• Cancellation or changes to your subscription to a plan

1. You can cancel your subscription or upgrade or downgrade your Plan at any time by signing up to your Nuclia account and going to the Billing section of the dashboard or by sending an email to billing@nuclia.com, in accordance with the following:

(I) When canceling your subscription you will be required to pay your subscription until the end of your current billing period, when the Account will be disabled. This will not apply if your Plan is free, in which case your Account will be automatically disabled upon your cancellation; 

(II) If You upgrade your Plan, the new features and functionalities will apply automatically from the moment You make the payment of the new Plan; and

(III) If You downgrade your Plan, the new features and functionalities of your Account will take place at the end of your current billing period.

2. You acknowledge and agree that the downgrade will result in a reduction a reduction in the Functionalities you can access and use.

• Payment

1. Your  subscription to a Plan must be paid upon finalization of the Free Trial Period, as provided for in clause 4 above. Payments are non-cancelable and non-refundable unless expressly stated. Prices are exclusive of any taxes, duties, or any government assessment and We do not provide refunds or credits for any partial or unused Functionalities, unless otherwise stated. You authorize Us to charge any payment method associated to your Account in case your primary payment method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and You do not cancel your Account, We may suspend your access to the Functionalities until we have successfully charged the due amount with a valid payment method. For some payment methods, the issuer may charge You certain fees, such as foreign transaction fees or other fees relating to the processing of your payment method. Local tax charges may vary depending on the payment method used. Check with your payment method service provider for details.
2. If fees are overdue for more than thirty (30) calendar days, we may downgrade the Service to a free service plan until fees are paid. You acknowledge and agree that the downgrade will result in losing access to payable features.
3. All fees are stated exclusive of any applicable taxes, and You are required to pay and bear any sales, use, value-added, withholding, or similar taxes or duties, whether domestic or foreign, related to the transactions under these Terms, other than taxes based on the income of Nuclia. You should pay all amounts due under these Terms without any set-off, counterclaim, deduction or withholding. In the event that You make any payment subject to a deduction or withholding, You shall be responsible for making the appropriate payment to the appropriate taxing authorities and financially responsible for interest, penalties, fines or similar liabilities resulting from your failure to timely remit such taxes to the proper governmental authority or agency. You acknowledge and accept that You are accessing and using the Platform at the billing address listed in your account or otherwise provided to us in writing and if such address. You agree to indemnify Us for any underpayment or non-payment of any tax, penalty and interest.

• Access to the API and use restrictions

1. The use of the API shall be restricted to the stated purpose. Accordingly, You shall not use the API:

(a) In any way that implies a breach of these Terms; 

(b) In any way that violates any applicable law or regulation, including uploading or submitting content or information that encourages conducts that may result in civil liability or otherwise violate or breach any applicable laws, regulations or code of practice, including any violation or infringement of intellectual or industrial property rights of any person;

(c) In any way that could damage the functioning of the API, or our servers or any networks connected to any of our servers in any manner;

(d) To upload files that contain viruses or similar software programs with the aim to damage another person’s computer or system or the API itself or our servers; or

(e) If according to your personal law and to the laws of Spain You are not old enough to access the API.

2. Furthermore, You should not use automated systems or software to extract data from the API or the Site for commercial or non-commercial purposes (Screen Scraping) unless You has previously concluded a written license agreement with Us for this purpose.
3. We may make changes to the API, in our sole discretion without notice. We do not guarantee that the API and the Functionalities will always be available or be interrupted. We will not be liable if for any reason all or any part of the API or the Functionalities are unavailable at any time or for any period. From time to time, We may restrict access to some parts of the API, the Functionalities or the entire Site.

4. We develop automated systems to improve our ability to detect and remove abusive people and activity that may harm our community and the safety and security of our API. If we learn of people or activity like this, we will take appropriate action by removing such people or activity or contacting law enforcement.

• Use of the API

1. In addition to any other requirements set forth in these Terms, it is necessary to have internet access and ready device to use the API. In this regard, You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for the access and use of the API and all charges related to the same.
2. Access to the API may not be legal by certain persons or in certain countries. You shall be the one responsible for compliance with the laws that You are subject to.

3. If You infringe these Terms, your access to the API may be terminated immediately and without previous notice.

• Data protection and DPA

1. In compliance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (GDPR), Nuclia acts as data controller when processing the personal data of your representatives, as well as of your employees and other contact persons who may be involved in the relationship formalized by these Terms. Said personal data shall be processed for the purposes of: (a) executing and maintaining these Terms and managing, developing and administering the contractual relationship; and (b) complying with the legal obligations arising from such relationship. The legitimacy of the data processing is based on the contractual relationship established, Nuclia’s legitimate interest in processing the contact data and in compliance with the applicable legal obligations. Personal data may be retained until the termination of the relationship, and once terminated, the data shall be blocked for the period of time legally required for the fulfilment of legal obligations and responsibilities. The data may be disclosed to public administrations and agencies, bodies and/or competent authorities. The data subjects may exercise their rights of access, rectification, objection, restriction, erasure, portability and not to be subject to automated decisions by contacting the address included in these Terms as Nuclia’s address. Likewise, they may lodge a complaint with the Spanish Data Protection Agency, especially when they have not obtained satisfaction in the exercise of their rights.
2. Under or in relation to these Terms, when providing its services through the API, Nuclia shall process personal data as your Data Processor since you hold the condition of Data Controller. In compliance with the provisions of Article 28 of the GDPR, Nuclia undertakes, as Data Processor, the commitments stated in Annex I.

• Content and intellectual property

1. Content provided by Us: With the exception of Your Content, and to the fullest extent permitted by law, We or our licensors, when applicable, shall retain all right, title and interest to the API and any content information, material, code and software that is part of the API and any other right, document or material related to the Functionalities, including without limitation, all copyrights, software, patents, trademarks, navigation architecture, databases, services, graphics, videos and other content and/or visual components that make up the site other intellectual property rights, logos, icons, user interfaces, scripts, videos, text, images, sounds, music, videos and artwork (“Our IP”).

When third party licenses apply, for example to content distributed under open source licenses, We refer to these licenses.

Except with our express written permission or as permitted by applicable laws, You may not (in whole or in part) copy, distribute, reproduce, adapt, store, transmit, decrypt, print, display, commercialize, perform, publish or create derivative works, offer for sale or use (except as explicitly authorized in these Terms) any part of Our IP. No rights are granted to you except as expressly set forth in these Terms.

You also agree not to: circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the API or the Functionalities; use any robot, spider, scraper or other automated means to access the API; decompile, reverse engineer or disassemble any software or other products or processes accessible through the API or the Functionalities; insert any code or product or manipulate the content of the API or the Functionalities in any way; or use any data mining, data gathering or extraction method. In addition, You agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the API or the Functionalities, including any software viruses or any other computer code, files or programs.

2. Content provided by You: You represent to Us that You are either the author or have all rights and permissions over any content (such as, among others, pictures, music, videos, documents, data, advertisements, promotions, logos, opinions, articles, material, links, code, software, inter alia) (“Your Content”) that You upload to the API when using any of the Functionalities. Furthermore, Your Content will not infringe the rights of any third party.

   You retain all intellectual property rights attached to Your Content. For the strict purposes of operating the API and performing these Terms, however, you grant to Nuclia, on a worldwide basis and for the duration of the Plan, the non-exclusive, transferable and sub-licensable right to reproduce, adapt, modify, publish, make available to the public, or otherwise use any data and applications that you apload to the API. To the fullest extent permitted by law, Nuclia will not provide third parties with access to any such data and applications, except for those you have chosen to share with third parties in your use of the Functionalities and the API.

3. Third-Party Code in the API: The API contains code and libraries that Nuclia licenses from third parties. Some of these licenses require Us to flow certain terms down to You.

   In particular, the API includes components subject to the terms and conditions of “open source” software licenses. To the extent applicable, Nuclia will identify open source software included in the API in or through the API itself. Some of these licenses require Us to provide the open source software to its customers on the terms of the open source license instead of the terms of these Terms. In that case, the terms of the open source license will apply, and You will have the rights granted in such licenses to the open source software itself.

4. If We believe You are breaching security, other’s intellectual property rights, these Terms (or other applicable terms) or our Privacy Policy, We may suspend your use and access to the API and your Account.

• Third-party content

1. In the case that the API contains an action, information, content, material, data, opinion, advertisement, promotion, logo or any link to any websites, software, mobile app, wearable technology or any other third-party content (collectively, the “Third-Party Content”), We hereby inform You that We are not responsible for such Third-Party Content, or any changes or updates to them. The Third-Party Content may provide their own terms and conditions of use, privacy policies and cookies policies that apply to You and your use of such Third-Party Content is not governed in any manner by these Terms.
2. We may display Third-Party Content, which is deemed appropriate and reliable to You. However, as We cannot control all Third-Party Content included, We make no representations or warranties of any kind regarding such Third-Party Content, and We accept no responsibility for any loss or damage which might arise from the use of such Third-Party Content. Accordingly, your use of or interactions with any Third-Party Content, and any third party that provides Third-Party Content, are solely between You and such third parties and, therefore, if You decide to access to such Third-Parties Content, You do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Content.

• Suspension and termination

1. We may modify, suspend or terminate Your access to the API and the use of our Functionalities (in whole or in part) at any time for suspicious or unlawful conduct, including for fraud, or if We reasonably believe You violate our Terms or create harm, risk, or possible legal exposure for us.
2. If these Terms or your Account are terminated, Your rights to access and use the API, the Functionalities Our IP and your Content uploaded to the API immediately ends and any licenses granted to You under these Terms terminate.
3. Upon termination or expiry of these Terms or your Account for any reason, clauses 9, 12, 13 and 21 of these Terms and any other related clauses will continue to apply.

• Disclaimer of warranties and limitation of liability

1. The API, the Functionalities and all information and services provided through them are provided on an “as is” and “as available” basis, and We expressly disclaim all express or implied warranties of all kinds, including but not limited to the implied warranties of accuracy, validity reliability, availability, suitability or completeness of any information, content or data provided through the API and, therefore, in no event, We will be liable, whether in contract or tort, for any claim, loss, damage, liability, cost or expense of any kind, whether direct or indirect (including damages for loss of business, revenues, profits, data, use, goodwill or other intangible losses) or any other damages of any kind related to You caused from the access or use of the API or the Functionalities or relying on the content of the API and the Functionalities.
2. Likewise, We make no warranty that the API and/or Functionalities will meet your requirements, be safe, secure, uninterrupted, timely, accurate, or error-free, or that your information will be secure.
3. We are not responsible for the content, data, or actions of third parties, and You release Us, our directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim You have against any such third parties. No advice or information, whether oral or written, obtained by You from Us or through or from our services creates any warranty not expressly stated in these Terms.
4. Any material uploaded and/or downloaded or otherwise obtained through the API, or the server that makes it available, is done at your own discretion and risk, and You will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material, as We cannot guarantee that they are free of viruses, worms, trojan horses or other harmful components. You agree that We have no responsibility or liability for the deletion of, or the failure to store or to transmit, any content or communication maintained in the API.
5. Notwithstanding the above, in any case, our aggregate liability relating to, arising out of, or in any way in connection with the API and/or the Functionalities shall be limited to losses that are a reasonably foreseeable consequence of such breach and will not exceed the amount You have paid Us in the past six (6) months. If the applicable law does not allow all or any part of the above limitation of liability to apply to You, the limitations will apply to You only to the extent permitted by applicable law.

• Indemnification

1. To the fullest extent permitted by applicable law, You will indemnify, defend and hold Us harmless and our respective past, present and future employees, officers, directors, contractors, consultants, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) that arise from or relate to (i) Your access to the API, including, but not limited to, services or functionalities other than as expressly authorized in these Terms; (ii) violation of these Terms or of the applicable law by You; (iii) use of information from the API by You; or (iv) any misrepresentation made by You.
2. We reserve the right to take over the exclusive defense of any claim for which We are entitled to indemnification under this clause. In such event, You shall provide Us with such cooperation as is reasonably requested.

• Changes

1. We may modify, add or remove portions of these Terms and the content on the API and the Functionalities at any time. We will notify You before any changes of these Terms. If You do not agree to the modified Terms, You should discontinue your access and use of the API and the Functionalities. Your continued use and access to the API and/or the Functionalities following any modification to these Terms shall be deemed an acceptance of all modifications.

• Translations

1. The API may contain translations of content that it is originally in other language. These translations are provided only as a convenience. In the event of any conflict between the English language version and the translated version, the English language version shall prevail.

• Contact information

1. We are a company registered in calle Puigterrà de Dalt, 30, Manresa (Barcelona), with Tax Identification Number B-67303628 and filed with the Companies Registry of Barcelona, under volume 46,615, sheet 2023, page no. B-525,553.
2. You can send any request to Us through this email: info@nuclia.com.

• Limitation of the functionalities

1. The Functionalities are not intended for distribution to or use in any country where such distribution or use would violate local law or would subject us to any regulations in another country. We reserve the right to limit the use of our Functionalities in any country.

• Assignment

1. You will not transfer any of your rights or obligations under these Terms to anyone else without our prior written consent.
2. Except as contemplated herein, theses Terms do not give any third-party beneficiary rights.

• Entire agreement and severability

1. The Terms (including the Privacy Policy and the Cookies Policies) contain the entire understanding between We and You with respect to the access and use of the API and the Functionalities and supersedes all prior written and oral agreements and understandings relating to this matter, which shall have no further force or effect from the date hereof.
2. If any provision of these Terms is determined to be invalid or unenforceable in whole or in part, for any present or future reason, such invalidity or unenforceability shall not affect the enforceability of any of the remaining provisions hereof. These Terms shall be construed in such a way as if such invalid or unenforceable provisions had never been contained herein. For those purposes, the Terms shall no longer be valid exclusively with respect to the null or invalid provision, and none of the remaining parts or provision of these Terms shall be null, invalid, prejudiced or affected by such nullity or invalidity.

• Waiver of rights

1. The waiver or failure of any party to exercise rights under these Terms will not be deemed a waiver or other limitation of any other right or any future right. Any waiver must be in writing and expressly accepted by the party to be charged therewith.

• Applicable law and jurisdiction

1. As Nuclia is based in Catalonia, Spain, these Terms (including the Privacy Policy and the Cookies Policy) and your access to, and/or use of the API and the Functionalities shall be governed by and construed exclusively in accordance with Catalan-Spanish law, without giving effect to any choice or conflict of law provision or rule.
2. Any and all dispute, controversy, issue or claim arising out of the performance or interpretation of the Terms (including Privacy Policy and Cookies Policy), or related, directly or indirectly, to the access or use of the API and/or the Functionalities shall be settled by the Courts of the city of Barcelona (Spain).

Annex I

• Data processing agreement

In compliance with the legal provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR“) or any other data protection regulation that may modify, develop, repeal or consolidate them, this data processing agreement is concluded (the “DPA“).

• Scope

1. This DPA forms part of Nuclia’s Terms of Service to which it is an annex (the “Terms“) governing the terms and conditions under which Bosutech XXI, S.L. (“Nuclia” and/or “Processor”) makes available its services related to the Functionalities (the “Services”) to you, user of the Services. When you use Nuclia’s Services, you act as the data controller “Controller”). 

Hereinafter, each of the parties is referred to as “Party” and, jointly, as “the Parties“.

• Personal data processing

1. Purpose of the processing

Nuclia is authorized to process, on behalf of the Controller, personal data to the extent that it is or becomes necessary to provide the Services in accordance with the Terms and as specified in this DPA.

Nuclia agrees to process Controller’s personal data only to provide the Services to the Controller in accordance with the Terms. Nuclia shall not process such personal data for any purpose other than those set out in the Terms and this DPA.

2. Description of the data processing 

The nature of the processing activities carried out by Nuclia are compute, storage, and such others necessary for the provision of the Services. 

The categories of data subjects may include a diversity of the Controller’s data subjects, as Controller’s clients, employees, partners, suppliers and end-users. 

The types of personal data processed can be of a great variety, however, it will be Controler’s personal data uploaded and made available during the use of the Services according to the Terms. 

3. Communication of Controller’s data

Processor shall not communicate or otherwise disclose any personal data of the Controller except (1) as directed by the Controller itself and/or (2) as required by law, court or official authority.

Personal data shall not be transferred internationally, unless expressly indicated by the Controller and/or required by law, regulation or an official authority. During the use of the Nuclia Services the Controller may select the provider where it wishes to store its information. If the Controller selects a provider located outside the European Economic Area, the Controller understands that the information will be transferred to a country outside the European Economic Area and guarantees to be solely responsible for carrying out such transfer and ensuring adequate protection of the personal data under its responsibility. When the Controller selects a supplier outside the European Economic Area, Nuclia shall transfer the personal data according to the instructions of the Controller and is not responsible for the use or non-use of safeguards in accordance with the regulations.

4. Confidentiality

The Processor guarantees that only personnel who need to have direct access to personal data in order to perform their duties under this DPA and the Terms shall have access to the personal data. The Processor has reasonable measures in place to ensure the reliability of personnel who may have access to the personal data of the Controller. The Processor shall ensure that such personnel shall be subject to a relevant confidentiality agreement.

• Obligations of the processor

Nuclia, as Processor, undertakes the following obligations: 

1. Record of processing activities

Processor shall keep all records required by Article 30.2 of the GDPR and, to the extent applicable to the processing of personal data carried out by it on behalf of the Controller, shall make such records available to the Controller upon request. 

2. Rights of data subjects

Processor shall assist the Controller in fulfilling its obligation to respond to requests from data subjects to exercise their rights of access, rectification, erasure, objection, portability and restriction. In the event that the Processor receives a request for rights, it shall forward it to the Controller without undue delay. 

3. Notification of personal data security breaches

The Processor shall notify the Controller without undue delay of any personal data security breach of which it becomes aware, together with all information relevant to the documentation and communication of the incident. Such notification shall contain at least the information required by Article 33.3 of the GDPR.

4. Safeguards and assistance 

The Processor shall immediately inform the Controller if in its opinion an instruction infringes the GDPR or any other applicable data protection provisions. 

The Processor shall make available to the Controller, upon request, all information necessary to demonstrate compliance with this DPA, and shall allow and contribute to audits, including inspections, by the Controller or an auditor commissioned by it, in relation to the processing by the Processor of the Controller’s personal data. The audits shall be carried out upon prior notification during normal business hours and without interruption of the Processor’s business activities. 

The Processor shall support the Controller, in a reasonable manner, in carrying out data protection impact assessments, as well as, where appropriate, in prior consultations with supervisory or other competent data protection authorities.

5. Destination of personal data

Upon termination of the Services provided and of the services related to the processing of the Controller’s personal data, the Processor shall erase all the Controller’s personal data, including any media or documents related to such personal data. Without prejudice to the foregoing, the Processor may keep the personal data duly blocked for the period during which liabilities may arise from its relationship with the Controller, in accordance with the applicable regulations in force.

6. Security measures

The Processor implements and complies with the appropriate organizational and technical security measures to ensure a level of security appropriate to the risk that may arise from the processing, in order to guarantee the security and integrity of the personal data under the Controller’s responsibility and to prevent their alteration, loss, unauthorised processing or access, taking into account the state of technology, the costs of application, the nature of the data, the scope of the processing, the risks to which they are exposed and the impact that this may have on the rights and freedoms of natural persons.

• Obligations of the controller

1. In relation to Nuclia’s Services and the use of its functionalities, the Controller guarantees and assures to comply with the obligations that correspond to it as data controller in application of the regulations in force. 

• Sub-processors

1. Nuclia needs to subcontract some of the services that are part of the scope of this DPA which involve the processing of the Controller’s personal data. Some of the subcontracting is necessary to be able to comply with the Services. Specifically, the cloud storage services of Amazon Web Services, INC (AWS), Microsoft Corporation (Microsofr Azure) and Google LLC (Google Cloud) are required. With all of them, Nuclia has entered into a data processing agreement. The Controller authorizes the above-mentioned subcontracts in compliance with the terms indicated above, which will act as its Sub-processors.
2. If it is necessary to subcontract any other processing, Nuclia shall notify this in advance and in writing to the Contorller, indicating the processing that is intended to subcontract and identifying clearly and unequivocally the subcontractor company and its contact information. Nuclia shall submit the request for specific authorization at least ten (10) business days prior to the engagement of the new sub-processor in question, together with the information necessary for the Controller to be able to resolve the request. The subcontracting may be carried out provided that the Controller has not objected to it within ten (10) business days after notification.  In any case, the processing of data by the new sub-processor shall comply with the instructions of the Controller, and the Processor shall enter into a contract with the new sub-processor under the terms provided for in this DPA and in accordance with the provisions of Article 28 of the GDPR. 

• Liability

1. Each party shall indemnify the other Party (the “Indemnifying Party”) from and against all loss, cost, harm, liabilities or damage suffered or incurred by the other Party (the “Indemnified Party”) as a result of the Party’s breach of the data protection provisions set out in this DPA, and provided that: (i) the Indemnified Party gives the Indemnifying Party prompt notice of any circumstances of which it is aware that give rise to an indemnity claim under this DPA; and (ii) the Indemnified Party takes reasonable steps and actions to mitigate any ongoing damage it may suffer as a consequence of the indemnifying Party’s breach.
2. The Controller undertakes to indemnify, keep indemnified and hold harmless Nuclia from and against any type of administrative sanctions imposed by the corresponding authorities and third-party loss, harm, cost (including reasonable legal fees and expenses), expense and liability that may suffer, arise or incur as a result from the Controller’s non-compliance with its obligations relating to international data transfers made when selecting the provider with whom it wishes to store its information while using Nuclia’s Services, in addition to those obligations and liabilities of a data controller under data protection regulation in relation to the personal data the Controller makes available to Nuclia to provide its Services to the Controller under the Terms, particularly if the Controller makes uses Nuclia’s Services processing special category of personal data under article 9  of the GDPR.

• Term and termination

1. This DPA is valid for as long as Nuclia is processing personal data on behalf of the Controller and this DPA.