Business Terms of Service
Last updated August 11, 2026 · Effective September 15, 2026
These Business Terms of Service (the Terms) govern access to and use of the website, hosted platform, application programming interfaces, software, documentation, support and related services supplied by VALAR SPACE, S.L., a Spanish limited liability company with tax identification number B67985259, registered office at Calle Maria de Molina 39, 8th floor, 28006 Madrid, Spain, registered in the Commercial Registry of Barcelona, volume 48130, folio 34, sheet B-573216, entry 1 (Valar, we, us or our).
Valar's contact details are: legal@valar.space; +34 650 860 938; Calle Maria de Molina 39, 8th floor, 28006 Madrid, Spain.
These Terms are intended exclusively for legal entities and natural persons acting for purposes relating to their trade, business, craft or profession. The Services are not offered to consumers. If you accept these Terms for an organisation, you represent that you have authority to bind it. In these Terms, Customer, you and your mean that organisation.
By signing or accepting an Order, clicking to accept these Terms, creating an account through a business onboarding process, or accessing paid or evaluation Services after being given access to these Terms, Customer agrees to the Agreement. If you do not have authority or do not agree, do not access or use the Services.
1. Definitions
Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party. Control means ownership of more than 50% of the voting interests or the power to direct management.
Agreement means these Terms, each Order, and any Data Processing Addendum, service level agreement, statement of work, security exhibit or other document expressly incorporated into an Order.
Authorised User means an employee, contractor or other individual whom Customer authorises to use the Services for Customer's benefit and for whom Customer has purchased or received access.
Customer Data means data, files, content and instructions submitted to the Services by or for Customer, or collected by the Services from Customer-designated sources. Customer Data may include spacecraft and mission configurations, telemetry, tracking observations, orbit and ephemeris data, conjunction information, manoeuvre data, propulsion and attitude parameters, operational constraints, uploaded files, API payloads and account information. Customer Data does not include Service Analytics.
Data Processing Addendum or DPA means Valar's data processing addendum executed by the parties or expressly incorporated into an Order.
Documentation means Valar's then-current technical and user documentation for the Services made available to Customer, including API documentation and release notes.
Exportable Data has the meaning given in section 20 and, where applicable, Regulation (EU) 2023/2854.
Order means an order form, subscription schedule, proposal, statement of work or other ordering document accepted by both parties that identifies the Services, Subscription Term, fees, usage limits or other commercial terms.
Outputs means reports, files, calculations, recommendations, orbit products, manoeuvre products, alerts, visualisations or other results generated by the Services from Customer Data. Outputs exclude Valar Technology and Third-Party Data.
Services means the Valar website, hosted flight-dynamics platform, APIs, software, Documentation, support, professional services and related offerings identified in an Order. References to the Services include the Website only where the context requires.
Service Analytics means technical, operational and usage information about performance, security and use of the Services that Valar derives from operation of the Services and that does not identify Customer, an Authorised User, a spacecraft, a mission or the source of Customer Data.
Subscription Term means the period stated in an Order during which Customer is authorised to use the applicable Services.
Third-Party Data means data or content made available through the Services by or from a third party, including public or commercial space situational awareness, tracking, weather, time, geospatial or catalogue sources.
Valar Technology means the Services and all software, algorithms, models, methods, workflows, databases, schemas, interfaces, designs, Documentation, templates, know-how and other technology used to provide them, including improvements and derivative works. Valar Technology excludes Customer Data and Customer-owned portions of Outputs.
Website means valar.space and Valar-controlled public web pages, excluding the authenticated Services.
2. Contract formation and order of precedence
2.1 Formation. An Agreement becomes binding on the earliest of: (a) both parties accepting an Order; (b) Customer clicking an acceptance control referencing these Terms; or (c) Customer accessing the Services after Valar has supplied these Terms and access credentials as part of an agreed business trial or subscription. Electronic contracts, signatures and records have the same effect as paper originals to the extent permitted by applicable law.
2.2 Availability of terms. Valar will make these Terms and applicable online contractual documents available before electronic acceptance in a form Customer can store and reproduce. Valar will provide or make available confirmation of electronic acceptance. Valar may retain the electronic contract and acceptance record for legal, security and account-administration purposes.
2.3 Order of precedence. If Agreement documents conflict, the following order applies, but only for the conflicting subject: (a) an Order, where it expressly identifies the provision it overrides; (b) the DPA for personal-data processing; (c) a service level agreement, security exhibit or statement of work for its stated subject; (d) these Terms; and (e) the Documentation. A later document does not override an earlier one merely because it is later unless it expressly does so.
2.4 Purchase orders. A Customer purchase order is for administrative convenience only. Terms in a purchase order, portal, vendor form or other Customer document do not modify the Agreement unless Valar expressly accepts them in a document signed by an authorised representative.
2.5 Affiliates and resellers. An Affiliate may use the Services only if an Order permits it. Customer is responsible for its Affiliates and Authorised Users. If Customer buys through an authorised reseller, payment terms agreed with the reseller may apply between Customer and the reseller, but the reseller may not change the Agreement or make commitments for Valar.
3. Business eligibility and authority
3.1 Customer represents that it is acting in a professional or business capacity, is validly organised or otherwise legally capable of contracting, and is not a consumer.
3.2 The individual accepting the Agreement represents that they are at least 18 years old, have reviewed the Agreement, and are authorised to bind Customer.
3.3 Customer must provide accurate account, billing and contact information and keep it current. Valar may rely on the administrators and contacts designated by Customer.
4. Subscription and access rights
4.1 Subject to the Agreement and payment of fees, Valar grants Customer, during the applicable Subscription Term, a limited, non-exclusive, non-sublicensable and non-transferable right to permit its Authorised Users to access and use the Services and Documentation for Customer's internal business operations and the missions, spacecraft, programmes and use cases covered by the Order.
4.2 Customer may use Outputs for its business and mission purposes and may provide them to its Affiliates, customers, regulators, insurers, mission partners, launch providers, ground-segment providers and professional advisers where reasonably required, provided Customer complies with applicable confidentiality, licence, Third-Party Data and export-control restrictions.
4.3 Access is subject to the users, spacecraft, missions, environments, API volume, storage, compute or other usage limits stated in the Order. Customer may not share user credentials or use one user account for multiple individuals. Non-human access must use an authorised API, service account or integration.
4.4 If Customer exceeds an agreed limit, the parties will work in good faith to reduce usage or amend the Order. Valar may invoice documented overages at the rates stated in the Order. If no overage rate is stated, Valar will not charge an overage without giving Customer prior written notice and an opportunity to agree additional capacity or reduce usage.
4.5 Except for the rights expressly granted, neither party transfers ownership of its intellectual property.
5. Accounts, administrators and security
5.1 Customer is responsible for selecting its Authorised Users and administrators, assigning appropriate permissions, managing identity-provider settings, promptly disabling access that is no longer required, and maintaining the confidentiality of credentials, tokens and keys.
5.2 Customer must use reasonable security measures, including multi-factor authentication where available, and must notify security@valar.space without undue delay of suspected account compromise or unauthorised use.
5.3 Customer is responsible for activities performed through its accounts unless caused by Valar's breach of the Agreement. Valar may rely on instructions from Customer's designated administrators.
5.4 Valar may require credential resets, revoke exposed tokens or take other proportionate protective measures where reasonably necessary to protect the Services, Customer Data or other customers.
6. Customer systems, integrations and connectivity
6.1 Customer is responsible for systems, networks, devices, ground-segment components, sensors, data feeds, credentials, interfaces and connectivity under its control and for their compatibility with the Documentation.
6.2 Customer authorises Valar to connect to and exchange data with Customer-designated systems and Third-Party Services as necessary to provide the Services. Customer represents that it has all rights and permissions required for those connections and data flows.
6.3 Valar is not responsible for delays, failures, corruption or unavailability caused by Customer systems, telecommunications networks, ground stations, sensors, external catalogues, upstream providers or Third-Party Services outside Valar's reasonable control.
7. Acceptable use and restrictions
7.1 Customer must comply with the Acceptable Use Policy in Schedule 1 and all applicable laws.
7.2 Customer must not, and must not allow anyone to: (a) sell, resell, sublicense, distribute, rent or provide the Services as a service bureau, except as an Order expressly permits; (b) copy, modify or create derivative works of Valar Technology; (c) reverse engineer, decompile or attempt to derive source code, algorithms, models or non-public interfaces, except to the limited extent a restriction is prohibited by applicable law and after giving Valar advance written notice where lawful; (d) bypass technical limits, access controls or security mechanisms; (e) access the Services to build or train a competing product using non-public features, Outputs or Documentation; (f) scrape or systematically extract content except through authorised APIs; (g) remove proprietary notices; or (h) use the Services outside the Order or Documentation.
7.3 Nothing in the Agreement restricts rights that cannot lawfully be restricted, including mandatory interoperability rights. Customer must first request information reasonably required to exercise such rights where applicable and must protect Valar's confidential information and intellectual property.
8. Customer responsibilities and Customer Data
8.1 Customer is responsible for the lawfulness, quality, integrity, accuracy and timeliness of Customer Data and instructions, and for maintaining source copies and backups appropriate to its risk profile.
8.2 Customer represents and warrants that it has all rights, consents, licences and lawful bases needed for Valar to process Customer Data and follow Customer's instructions under the Agreement.
8.3 Customer must configure the Services appropriately, validate mission-specific assumptions and parameters, and review alerts, calculations and Outputs in a manner proportionate to the operational risk.
8.4 Customer is responsible for determining whether the Services and Outputs are suitable for its intended use, regulatory environment, mission phase and risk tolerance.
9. Flight-dynamics and space-operations allocation
9.1 Decision-support nature. Unless an Order expressly states otherwise, the Services provide computational, analytical, planning, monitoring and decision-support functions. They do not replace Customer's mission authority, command chain, flight rules, regulatory obligations or professional judgement.
9.2 Inputs and models. Flight-dynamics results depend on inputs, force models, physical assumptions, sensor quality, uncertainty characterisation, catalogue coverage, time systems, reference frames, propagation settings and third-party sources. Customer acknowledges that incomplete, inaccurate, stale or inconsistent inputs may materially affect Outputs.
9.3 Operational responsibility. Customer remains responsible for: (a) approving and executing spacecraft commands and manoeuvres; (b) establishing and following command-authorisation, fault-management and contingency procedures; (c) satisfying licensing, registration, spectrum, debris-mitigation, conjunction-assessment, collision-avoidance, export-control and reporting obligations; and (d) obtaining any required approvals from owners, operators, regulators, insurers and mission partners.
9.4 Automated workflows. If an Order permits automated workflows, Customer is responsible for their configuration, approval thresholds, authorised data sources, operational constraints, activation and monitoring. Valar is responsible for the Services performing the documented automated functions, subject to the Agreement. Automation does not transfer legal command authority or operator responsibility to Valar unless a signed Order expressly and specifically allocates it.
9.5 No mission guarantee. Valar does not guarantee successful launch, commissioning, orbit determination, manoeuvre execution, collision avoidance, regulatory compliance, spacecraft availability, mission life or mission outcome. Conjunction and space-traffic data may be incomplete, delayed, uncertain or unavailable. Customer must not treat a lack of alert as proof that no risk exists.
9.6 Risk controls. Customer will apply review, simulation, independent checking, approval and contingency measures reasonably appropriate to the consequence of an error. Where Customer intends to rely on the Services for safety-critical, time-critical, autonomous or high-consequence operations, the parties must document the supported use case, responsibilities, acceptance criteria and any enhanced support or service levels in an Order.
10. Third-Party Services and Third-Party Data
10.1 The Services may interoperate with third-party products, services, networks, catalogues and data sources (Third-Party Services). Customer's use of a Third-Party Service may be governed by separate terms between Customer and that provider.
10.2 Valar does not control Third-Party Services and is not responsible for their availability, security, accuracy, changes or acts. Valar will use reasonable care in selecting and integrating providers that it engages as subcontractors, and remains responsible for its subcontractors to the extent stated in the Agreement.
10.3 Third-Party Data may be subject to source-specific attribution, redistribution, retention or use restrictions identified in the Documentation or Order. Customer must comply with those restrictions.
10.4 If a Third-Party Service changes or stops providing a component on reasonable terms, Valar may modify the affected integration. Valar will give reasonable notice where practicable and will not materially reduce paid core functionality during a Subscription Term without offering a reasonable alternative or the termination remedy in section 16.4.
11. Intellectual property and Outputs
11.1 Valar and its licensors own Valar Technology and all related intellectual-property rights. No implied licence is granted.
11.2 Customer owns Customer Data. As between the parties and to the extent ownership can arise, Customer owns the mission-specific factual content of Outputs generated specifically from Customer Data. Valar retains all rights in Valar Technology embodied in, used to create, or necessary to interpret an Output. Third-Party Data remains subject to the third party's rights.
11.3 Valar grants Customer a worldwide, perpetual, non-exclusive, royalty-free right to use, reproduce, adapt and share Customer's Outputs for Customer's and its Affiliates' business and mission purposes, subject to confidentiality, Third-Party Data and export restrictions. This right survives termination.
11.4 Customer grants Valar and its Affiliates and subcontractors a worldwide, non-exclusive right during the Agreement, and afterwards only for the limited retention permitted by the Agreement, to host, copy, transmit, transform, display and otherwise process Customer Data solely to provide, secure, support and improve the Services, comply with law, and exercise Valar's rights under the Agreement.
11.5 If Customer provides suggestions or feedback, Valar may use them without restriction or payment, provided Valar does not identify Customer or disclose Customer Confidential Information without permission.
11.6 Valar will not use Customer Data to train a general-purpose or cross-customer artificial-intelligence or machine-learning model unless Customer expressly agrees in writing. This does not prevent Valar from using Service Analytics or from operating models for Customer solely to provide the Services.
12. Service Analytics
12.1 Valar may create and use Service Analytics to operate, secure, support, benchmark and improve the Services and to produce aggregate business statistics.
12.2 Service Analytics must not reasonably identify Customer, an Authorised User, a spacecraft, a mission or the source of Customer Data. Valar will not disclose Customer-specific benchmarks or mission information without Customer's written permission.
13. Privacy and data protection
13.1 Each party will comply with applicable data-protection law for personal data it processes under the Agreement, including Regulation (EU) 2016/679 where applicable.
13.2 Valar acts as an independent controller for business-contact, account, billing, security and service-management personal data described in Valar's Privacy Policy. Where Valar processes personal data in Customer Data on Customer's behalf, Customer is the controller and Valar is the processor, unless the DPA states otherwise.
13.3 The DPA applies to processor activities and is incorporated into the Agreement when required by applicable law. If the parties have not executed a DPA and Customer intends to submit personal data for processing on its behalf, Customer must request and execute Valar's DPA before doing so.
13.4 Valar may use subprocessors in accordance with the DPA. International transfers of personal data will use a lawful transfer mechanism where required.
13.5 Customer must not submit special-category personal data, criminal-offence data, protected health information, payment-card data or government-classified information unless an Order expressly authorises that data and the parties have agreed appropriate safeguards.
14. Security
14.1 Valar will maintain appropriate technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking account of the state of the art, implementation cost, and the nature and risks of processing.
14.2 Any specific certifications, control frameworks, data-location commitments, recovery objectives or security measures apply only if stated in an Order, DPA or security exhibit.
14.3 Valar will notify Customer without undue delay after confirming a security incident that results in unauthorised access to, acquisition of or disclosure of Customer Data and will provide information reasonably available to support Customer's response. Notification is not an admission of fault or liability.
14.4 Customer is responsible for security of Customer-controlled systems, endpoints, credentials, configurations and integrations. Each party will reasonably cooperate in investigating and mitigating a security incident, subject to confidentiality and law.
15. Confidentiality
15.1 Confidential Information means non-public information disclosed by or for one party (Discloser) to the other (Recipient) that is marked confidential or that a reasonable business person would understand to be confidential given its nature and context. Customer Data is Customer Confidential Information. Valar Technology, non-public Documentation, security information, pricing and product roadmaps are Valar Confidential Information.
15.2 Confidential Information excludes information that the Recipient can document: (a) is or becomes public without breach; (b) was lawfully known without confidentiality duty before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the Discloser's Confidential Information.
15.3 The Recipient will: (a) use Confidential Information only to perform or exercise rights under the Agreement; (b) protect it with at least reasonable care and no less care than it uses for similar information; and (c) disclose it only to personnel, Affiliates, professional advisers, insurers, financiers and subcontractors who need to know it and are bound by confidentiality obligations at least as protective as this section. The Recipient remains responsible for those recipients.
15.4 The Recipient may disclose Confidential Information where legally required, but, where lawful, will give prompt notice and reasonable assistance so the Discloser may seek protection. The Recipient will disclose only what is legally required.
15.5 On request or termination, the Recipient will return or destroy Confidential Information, except for information retained under law, professional recordkeeping, automated backup cycles or this Agreement. Retained information remains protected.
15.6 These obligations continue for five years after disclosure. Trade secrets and Customer mission-operational data remain protected for as long as they qualify as trade secrets or remain confidential, whichever is longer.
16. Availability, support and changes
16.1 Valar will provide the paid Services in material accordance with the Documentation and the applicable Order. Support channels, response targets, maintenance windows, availability commitments and service credits apply only if stated in an Order or service level agreement.
16.2 Valar may perform scheduled and emergency maintenance. Valar will give reasonable advance notice of scheduled maintenance expected to cause material interruption and notice of emergency maintenance where practicable.
16.3 Valar may improve and change the Services during a Subscription Term. Valar will not materially reduce the overall core functionality purchased by Customer during that term. Where practicable, Valar will give at least 90 days' notice before materially deprecating a paid API or core feature, unless an urgent security, legal or third-party issue requires faster action.
16.4 If Valar permanently discontinues a material paid Service during a Subscription Term and does not provide a substantially equivalent alternative, Customer may terminate the affected Order and receive a pro-rata refund of prepaid fees for the unused period.
16.5 Valar may use qualified Affiliates and subcontractors to provide the Services and remains responsible for their performance to the same extent as for its own performance, subject to the Agreement.
17. Evaluation, preview and beta services
17.1 Free trials, proofs of concept, previews, alpha or beta features and other evaluation services (Evaluation Services) may be subject to an Order or additional written conditions.
17.2 Evaluation Services are provided for evaluation, may be changed or discontinued at any time, may not be supported, and may not be used for live or safety-critical operations unless an Order expressly permits it.
17.3 To the maximum extent permitted by law, Evaluation Services are provided without warranties, service levels or indemnities. Valar's aggregate liability arising from Evaluation Services will not exceed EUR 1,000, subject to section 27.5.
18. Fees, taxes and payment
18.1 Customer will pay the fees and currency stated in the Order. Unless the Order states otherwise, Valar invoices annually in advance for subscriptions and monthly in arrears for approved usage charges and professional services. Invoices are due 30 calendar days from the invoice date.
18.2 Fees are exclusive of VAT, sales, use, withholding and similar taxes. Customer will pay applicable transaction taxes, excluding taxes on Valar's net income. If Customer must withhold tax, it will provide valid evidence and cooperate to reduce or recover withholding under an applicable treaty. Customer will not reduce payment except where law requires it.
18.3 Customer must raise a good-faith invoice dispute with reasonable detail within 15 days after receipt and pay undisputed amounts on time. The parties will work promptly to resolve the dispute.
18.4 Overdue undisputed amounts accrue interest automatically at the rate stated in the Order or, if none, the statutory rate under Spanish Law 3/2004, together with the statutory fixed recovery amount and documented reasonable recovery costs, to the extent permitted by law. Contractual payment periods will not exceed a mandatory maximum.
18.5 Except as expressly stated in the Agreement, payment obligations are non-cancellable and fees paid are non-refundable. This does not limit Customer's mandatory rights under section 20 or applicable law.
18.6 Valar may change subscription fees only for a renewal term, on at least 60 days' notice, unless an Order states a different mechanism. Usage-based rates may change on the notice stated in the Order.
19. Subscription Term and renewal
19.1 Each Order begins and continues for the Subscription Term stated in it. If an Order does not state a term, the initial Subscription Term is 12 months from the service start date.
19.2 Unless an Order states otherwise, a Subscription Term renews automatically for successive periods equal to the initial term or 12 months, whichever is shorter, unless either party gives at least 30 days' notice of non-renewal before the current term ends.
19.3 Section 19.2 does not restrict any switching or termination right that Customer has under section 20 or mandatory law.
20. Switching, portability and exit
20.1 This section applies generally as Valar's exit commitment and must be interpreted to satisfy Chapter VI of Regulation (EU) 2023/2854 where that chapter applies to a Service or Customer.
20.2 Customer may request that Valar: (a) support a switch to another provider; (b) port Exportable Data to Customer's on-premises or Customer-controlled infrastructure; or (c) erase Exportable Data at the end of the notice period. Customer may initiate the process at any time by giving notice to legal@valar.space. The notice period will be 30 calendar days unless the parties agree a shorter period, and in no event will exceed two months where the Data Act applies.
20.3 Exportable Data categories. Subject to section 20.4, Exportable Data consists of the following data generated by or relating directly to Customer: (a) Customer Data; (b) spacecraft, mission, user and access configurations; (c) uploaded and ingested files and API payloads; (d) tracking observations and telemetry held for Customer; (e) orbit, ephemeris, covariance and state products; (f) manoeuvre plans, parameters and execution records; (g) conjunction cases, assessments, alerts and associated Customer-specific records; (h) Customer-specific reports, exports, templates and workflow configurations; and (i) other input and output data that Customer can export through documented functionality, together with available metadata reasonably necessary to interpret it.
20.4 Exportable Data excludes: (a) Valar software, source code, algorithms, models, methods and Documentation; (b) system-level security data and logs that would expose another customer, create a security risk or disclose Valar trade secrets; (c) Service Analytics; (d) third-party assets that Valar is not permitted to transfer; and (e) data internal to the functioning of the Services that is protected as a trade secret and is not needed for an effective switch. These exclusions will not be applied to impede switching. Third-Party Data included in an export remains subject to applicable source rights.
20.5 Valar will make Exportable Data available in a structured, commonly used and machine-readable format supported by the Services and described in the Documentation or exit plan. Valar will provide reasonable assistance, relevant information and good-faith cooperation to Customer and its authorised receiving provider.
20.6 Valar will use reasonable care to maintain continuity and security during the transition and will disclose known material continuity risks. The target transitional period is no more than 30 calendar days after the notice period. If that period is technically unfeasible, Valar will notify Customer within 14 working days after the request, explain the reason and state an alternative period not exceeding seven months, while maintaining continuity as required by applicable law.
20.7 The Agreement for the affected Service terminates when switching is successfully completed and Valar notifies Customer, or at the end of the notice period if Customer chooses erasure without switching. Customer remains responsible only for fees accrued through effective termination and any proportionate early-termination compensation expressly stated in the Order and permitted by applicable law. Such compensation will not be used to impede switching.
20.8 Valar will not charge a switching fee for the standard export, assistance and deletion described in this section. Additional professional services requested by Customer and external third-party costs may be charged only if agreed in advance and permitted by law.
20.9 Customer will have at least 60 calendar days after the transitional period to retrieve Exportable Data. After that retrieval period, Valar will delete Exportable Data generated by or relating directly to Customer, subject to legal retention duties, the DPA, security logs that must be retained, and deletion from backups through Valar's ordinary secure rotation cycle. Valar will confirm termination and, on request, completion of active-system deletion.
20.10 Customer is responsible for the receiving environment, the receiving provider, and validation of the migrated data and service. Valar is not required to recreate functions that are proprietary to the Services in another environment.
21. Suspension
21.1 Valar may suspend affected access to the extent reasonably necessary if: (a) Customer's use creates a material security risk, threatens the Services or may harm another customer; (b) Customer materially violates section 7, 8, 9, 13 or 28; (c) law, a regulator or a court requires suspension; (d) an undisputed amount is more than 15 days overdue after Valar gives written notice; or (e) Customer's use materially exceeds agreed limits and Customer does not reduce usage or agree additional capacity after notice.
21.2 Where practicable, Valar will give advance notice, explain the reason and limit suspension to affected users, data, features or Services. Valar may act immediately for an urgent security, legal or operational threat.
21.3 Valar will restore access promptly after the cause is remedied. Suspension does not relieve Customer of payment obligations, except where the suspension results from Valar's breach.
22. Termination
22.1 Either party may terminate an affected Order for material breach if the other party does not cure the breach within 30 days after written notice. If a breach cannot reasonably be cured, termination may be immediate.
22.2 Either party may terminate the Agreement immediately if the other party enters liquidation or an analogous insolvency proceeding that is not dismissed within 60 days, ceases business without a successor, or cannot lawfully continue the Agreement.
22.3 Customer may terminate under sections 16.4, 20 or 25.2. Valar may terminate Evaluation Services at any time and may terminate a paid Order only as stated in the Agreement or if it discontinues the Service under section 16.4.
22.4 On termination or expiry: (a) Customer's access rights end, subject to section 20; (b) each party will pay amounts accrued; (c) Customer may retrieve data as stated in section 20; and (d) provisions intended by their nature to survive will survive, including accrued payment, intellectual property, Output rights, confidentiality, warranty disclaimers, indemnities, liability limits, dispute terms and general provisions.
22.5 If Customer terminates for Valar's uncured material breach, Valar will refund prepaid subscription fees for the unused portion of the terminated Service. If Valar terminates for Customer's breach, unpaid committed fees for the terminated term become due only to the extent enforceable under applicable law and without limiting mandatory switching rights.
23. Mutual warranties
23.1 Each party warrants that: (a) it has authority to enter into the Agreement; (b) performing the Agreement will not violate an obligation binding on it; and (c) it will comply with laws applicable to its own performance.
23.2 Valar warrants during a paid Subscription Term that the Services will perform materially in accordance with the Documentation and that professional services will be performed with reasonable skill and care consistent with generally accepted industry practice.
23.3 A warranty claim must describe the non-conformity in reasonable detail. Valar will use reasonable efforts to correct or reperform the affected Service. If Valar cannot do so within a reasonable period, Customer may terminate the affected Service and receive a pro-rata refund of prepaid unused fees. This is Customer's exclusive contractual remedy for breach of section 23.2, without limiting remedies that cannot lawfully be excluded.
23.4 The warranty in section 23.2 does not apply to issues caused by Customer Data, Customer systems, misuse, unauthorised modifications, use contrary to Documentation, Third-Party Services outside Valar's control, or Evaluation Services.
24. Disclaimers
24.1 Except for express warranties in the Agreement and to the maximum extent permitted by law, the Services, Third-Party Data and Outputs are provided without other warranties, whether express, implied or statutory. Valar disclaims implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement.
24.2 Valar does not warrant uninterrupted or error-free operation, that every vulnerability or anomaly will be detected, that Third-Party Data will be complete or current, or that Outputs will be suitable for a particular mission or regulatory purpose without Customer validation.
24.3 Nothing in the Agreement excludes a warranty, remedy or liability that cannot lawfully be excluded or limited.
25. Intellectual-property claims
25.1 Valar will defend Customer against a third-party claim alleging that authorised use of a paid Service infringes that third party's patent, copyright or trademark, or misappropriates its trade secret, and will pay damages and costs finally awarded or agreed in a settlement approved by Valar.
25.2 If such a claim is made or likely, Valar may: (a) obtain the right for continued use; (b) modify or replace the affected Service without materially reducing functionality; or (c) terminate the affected Service and refund prepaid fees for its unused portion.
25.3 Valar has no obligation for a claim arising from Customer Data, Customer specifications, use outside the Agreement or Documentation, unauthorised modification, combination with items not supplied or approved by Valar where the combination causes the claim, continued use after Valar offers a non-infringing replacement, or Third-Party Services.
25.4 Customer will defend Valar against a third-party claim arising from: (a) Customer Data infringing intellectual-property, privacy or other rights; (b) Customer's unlawful or unauthorised use of the Services; or (c) Customer's breach of sections 7, 8, 9 or 28, and will pay damages and costs finally awarded or agreed in a settlement approved by Customer.
25.5 The indemnified party must give prompt notice, reasonable cooperation at the indemnifying party's expense, and control of the defence and settlement. A failure to notify reduces obligations only to the extent of material prejudice. No settlement may admit fault or impose non-monetary obligations on the indemnified party without its consent, not to be unreasonably withheld.
26. Excluded losses
26.1 Subject to section 27.5 and to the maximum extent permitted by law, neither party is liable under or in connection with the Agreement for: (a) loss of profit, revenue, anticipated savings, business opportunity or goodwill; (b) business interruption; (c) loss or corruption of data that could have been avoided by backups required under the Agreement; or (d) indirect, incidental, special, exemplary or consequential loss.
26.2 Due to the disproportion between subscription fees and space-asset exposure, and subject to section 27.5, Valar is not liable for loss of or physical damage to a spacecraft, satellite, payload, launch vehicle, ground station or other mission asset; loss of an orbital slot; loss of mission life; or mission revenue, except to the extent an Order expressly allocates that risk and states a corresponding liability amount.
26.3 The exclusions apply regardless of the legal theory and whether a party knew the loss was possible, but do not exclude amounts payable to a third party under an indemnity to the extent the indemnity applies.
27. Liability caps
27.1 Subject to sections 27.2 through 27.5, each party's aggregate liability arising from all events in any rolling 12-month period will not exceed the fees paid or payable by Customer for the affected Services during the 12 months immediately preceding the first event giving rise to liability.
27.2 Valar's aggregate liability for breach of confidentiality, breach of the DPA, a confirmed security incident caused by Valar's breach of section 14, and Valar's obligations under section 25 will not exceed two times the amount calculated under section 27.1.
27.3 Customer's liability for breach of Valar's intellectual-property rights, breach of the access and use restrictions, Customer's indemnity obligations, and unpaid fees is not subject to section 27.1.
27.4 Multiple claims, incidents or Orders do not enlarge a cap. The caps apply in aggregate to Valar and its Affiliates, licensors and subcontractors.
27.5 Nothing excludes or limits liability for: (a) fraud, fraudulent misrepresentation, wilful misconduct or dolo; (b) gross negligence to the extent it cannot lawfully be limited; (c) death or personal injury caused by negligence; or (d) any other liability that cannot lawfully be excluded or limited.
27.6 The parties agree that the fees reflect the risk allocation in sections 24, 26 and 27 and that these provisions are essential to the commercial basis of the Agreement. An Order may state different caps for a specific use case.
28. Export controls, sanctions and restricted uses
28.1 Each party will comply with export-control, sanctions, embargo and trade laws applicable to it, including applicable European Union and Spanish dual-use rules.
28.2 Customer will not access, export, re-export, transfer, release or use the Services, Documentation, Outputs or technical information: (a) in or for a prohibited country or territory; (b) for or on behalf of a sanctioned or denied person; (c) for a prohibited end use; or (d) without a required authorisation.
28.3 Customer is responsible for classifying and controlling Customer Data and Outputs that it provides, receives or transfers and for determining whether spacecraft, mission or technical data is subject to a licence or access restriction. Customer will not submit government-classified information or controlled technical data unless a signed Order expressly authorises it and the parties have agreed required controls.
28.4 Customer will not use the Services for a nuclear, chemical, biological, missile, weapons-targeting or other prohibited military end use without Valar's prior written approval and all required governmental authorisations. This clause does not prohibit lawful civil, commercial, research, security or governmental space activity.
28.5 Valar may screen Customer and relevant transactions, request reasonable end-use information, refuse or suspend performance where reasonably necessary for compliance, and terminate if performance would violate applicable trade law. Neither party is required to act in violation of applicable blocking or anti-boycott law.
29. Anti-bribery and legal compliance
29.1 Each party will comply with anti-bribery, anti-corruption, anti-money-laundering and public-procurement laws applicable to its performance and will not offer, request or accept an improper advantage in connection with the Agreement.
29.2 Customer is responsible for laws and regulatory approvals applicable to its spacecraft, missions, operations, data and use of Outputs. Valar is responsible for laws applicable to Valar as provider of the Services.
29.3 The Services are not represented as compliant with a customer-specific or sector-specific control framework, defence standard, procurement regime or regulated-data requirement unless an Order expressly says so.
30. Publicity and trademarks
30.1 Neither party may issue a press release about the relationship or use the other party's name, logo or marks in public customer lists, marketing or case studies without prior written consent.
30.2 Customer may accurately identify Valar as a service provider in internal materials and disclosures to regulators, auditors, insurers, investors and professional advisers, subject to confidentiality.
31. Website and public content
31.1 Valar grants business visitors a limited, revocable right to access the Website and publicly available content for lawful informational and evaluation purposes.
31.2 Website content, demonstrations, roadmaps, blog posts and examples are general information and do not constitute an operational instruction, engineering assurance, regulatory advice, warranty or commitment to deliver a feature. Commitments are made only in an Agreement.
31.3 External links are provided for convenience. Valar does not control or endorse third-party sites merely by linking to them.
31.4 Valar's names, logos and marks may not be used without permission. Reasonable linking to the Website is permitted if it is lawful, accurate and does not imply endorsement.
32. Changes to these Terms
32.1 Valar may update these Terms for legal, regulatory, security, technical or business reasons. The current version will state its last-updated date.
32.2 Material changes affecting a paid Subscription Term will take effect at the next renewal unless Customer agrees earlier. Valar will give at least 30 days' notice of a material change. A change required urgently by law or necessary to address a security risk may take effect sooner, but Valar will give as much notice as reasonably practicable.
32.3 Valar will not use an update to materially reduce paid core functionality or retroactively change accrued rights, fees, liability caps or dispute terms during a Subscription Term without Customer's agreement.
32.4 Continued use after an update takes effect constitutes acceptance only where Customer received reasonable notice and had a meaningful opportunity not to renew or otherwise exercise any termination right required by law.
33. Notices
33.1 Legal notices under the Agreement must be in writing and sent: (a) to Valar atlegal@valar.space, with a copy by recognised courier to its registered office; and (b) to Customer at the legal-notice email or registered address stated in the Order. Notices of breach, termination, indemnity claims and formal disputes must be sent by both email and courier. Other notices may be sent by email.
33.2 A notice is deemed received: (a) for email, on the next business day after transmission unless the sender receives a failure notice; and (b) for courier, on recorded delivery. Account, support, security and operational communications may be sent through the Services or to designated contacts and are effective when made available.
34. Force majeure
34.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control that it could not reasonably prevent or overcome, including natural disaster, epidemic, war, terrorism, civil disorder, labour action not limited to its workforce, governmental action, widespread cloud or telecommunications failure, cyberattack despite reasonable safeguards, GNSS or timing-system disruption, space-weather event, upstream catalogue outage or failure of public infrastructure.
34.2 The affected party will promptly notify the other, use reasonable efforts to mitigate, and resume performance. Force majeure does not excuse payment for Services already provided.
34.3 If a force-majeure event materially prevents an affected paid Service for more than 60 consecutive days, either party may terminate that Service on notice, and Valar will refund prepaid fees for the unused period.
35. Assignment and change of control
35.1 Neither party may assign the Agreement without the other's prior written consent, not to be unreasonably withheld. Either party may assign the Agreement on notice to an Affiliate or in connection with a merger, reorganisation or sale of substantially all assets relating to the Agreement, provided the assignee is not a direct competitor of the non-assigning party, is not subject to applicable sanctions, and assumes the Agreement in writing.
35.2 Any other attempted assignment is void to the extent permitted by law. The Agreement binds permitted successors and assigns.
36. Governing law and disputes
36.1 The Agreement and any non-contractual obligation arising from it are governed by the laws of Spain, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
36.2 Before filing a claim, a party will give written notice describing the dispute. A business representative of each party with authority to settle will meet remotely or in person within 15 days and attempt in good faith to resolve it. This does not prevent urgent interim relief or suspend a limitation period.
36.3 The courts and tribunals of the city of Madrid, Spain have exclusive jurisdiction over disputes arising from the Agreement. Each party irrevocably submits to that jurisdiction, except where mandatory law requires another forum. Either party may seek urgent injunctive or protective relief in any court with competent jurisdiction.
36.4 An Order may replace section 36.3 with an expressly agreed arbitration clause for that Order.
37. General
37.1 Entire agreement. The Agreement is the entire agreement about its subject and replaces prior or contemporaneous proposals, statements and understandings about that subject. Customer acknowledges it has not relied on a statement not included in the Agreement, without excluding liability for fraud.
37.2 Independent parties. The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary, agency, employment or franchise relationship. Neither party may bind the other.
37.3 Third-party rights. Except for Valar Affiliates, licensors and subcontractors entitled to rely on sections 24, 26 and 27, no person other than the parties has a right to enforce the Agreement.
37.4 Severability. If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and modified only as necessary to reflect its commercial purpose. The remainder remains effective.
37.5 Waiver. A waiver must be in writing and is limited to the specific instance. Delay or failure to exercise a right is not a waiver.
37.6 No exclusivity. Unless an Order states otherwise, neither party grants exclusivity. Valar may provide similar services to others, subject to confidentiality.
37.7 Interpretation. Headings are for convenience. “Including” means “including without limitation.” A reference to law includes amendments and replacements. The English version controls to the extent permitted by law; a translation is for convenience unless an Order expressly makes it controlling.
37.8 Counterparts. An Order may be signed in counterparts and electronically. Each counterpart is an original and together they form one instrument.
Schedule 1 - Acceptable Use Policy
Customer and Authorised Users must not use the Services to:
- violate law, regulation, sanctions, export controls, court orders or third-party rights;
- introduce malware, malicious code, destructive payloads or unauthorised surveillance tools;
- probe, scan or test vulnerabilities, conduct penetration testing, or access accounts, systems or data without Valar's prior written authorisation, except through a published vulnerability-disclosure programme;
- disrupt, overload, degrade or circumvent the Services or impose an unreasonable burden beyond agreed usage;
- bypass authentication, rate limits, usage controls, safety controls or access restrictions;
- upload data Customer lacks the right to use, or data prohibited by section 13.5 or 28;
- impersonate a person or entity, misrepresent affiliation, or submit false or misleading information;
- scrape, harvest or systematically extract non-public data except through authorised APIs;
- benchmark the Services in a misleading manner or publish security-test results without giving Valar a reasonable opportunity to validate and remediate; this does not prohibit fair and accurate comparative evaluation;
- enable access by a competitor for competitive intelligence or development of a competing service using non-public features, Outputs or Documentation;
- harass, threaten or harm another person, or publish unlawful, infringing or malicious content;
- operate an unauthorised service bureau, timesharing or resale service;
- support a prohibited weapons, targeting or military end use described in section 28.4; or
- use Evaluation Services for live mission operations unless expressly authorised.
Valar may investigate suspected violations and request reasonable cooperation. Valar will preserve confidentiality and will not access Customer Data beyond what is reasonably necessary to investigate, secure the Services, provide support or comply with law. Remedial action will be proportionate and subject to section 21.
