Terms of Service

By accepting these Terms, by clicking “I agree,” or by accessing or using the Service, you confirm that: (a) you are at least 18 years old; (b) if you are accepting on behalf of an entity, you have authority to bind that entity; (c) you are not barred from using the Service under any applicable law; and (d) you will comply with these Terms and applicable law.

Galan is a multi-tenant cloud-hosted enterprise resource planning (ERP) platform that provides accounting, sales, inventory, taxation, and adjacent workflow modules designed for small and mid-sized US-based businesses. The Service is provided on a per-tenant (per-customer-organisation) basis: each tenant receives an isolated environment identified by a unique subdomain and authenticated by a license key issued by Galan.

The Service is provided as software-as-a-service. No on-premises installation is provided under these Terms. Feature availability varies by subscription tier; refer to the license activation page for tier-specific details.

3.1 License keys

Galan authenticates tenants primarily via license keys. A license key is a secret string issued by Galan to a tenant at the time of subscription, renewed on subscription renewal, and revoked on termination. License keys are confidential; you agree to (a) keep license keys secure with at least the same care you use to protect your own most-sensitive credentials, (b) not share license keys across tenants or with third parties, and (c) promptly notify Galan of any suspected compromise.

3.2 User accounts within a tenant

Within a tenant, individual User accounts are provisioned by the tenant’s administrator and authenticated via email + password. Each User is bound by these Terms through the tenant’s subscription; the tenant is responsible for User activity under their account.

3.3 Seat-based access

Each subscription tier includes a maximum number of “seats” (Users). Adding Users above the seat cap is permitted only with an Upgrade; seat overage is enforced at the time of User creation.

4.1 Subscription tiers

Subscription tiers (Starter, Pro, Scale, Enterprise) are described on our pricing page. Prices may change at renewal; we will provide at least 30 days’ notice of any change in the recurring price for your tier.

4.2 Payment

Subscription fees are billed in advance for the selected billing period (monthly or annually). Payment is processed by Stripe, our third-party payment processor; by paying, you also agree to Stripe’s connected terms of service. Late or failed payments may result in suspension of the Service per §8.

4.3 Sales-tax neutrality

US sales tax (and New Mexico Gross Receipts Tax, “NM GRT”) on Customer’s own transactions processed through the Service is the Customer’s sole responsibility. Galan is a software provider, not a merchant of record for Customer’s transactions. Customer is solely responsible for: (a) determining whether their transactions are subject to sales tax in any given US jurisdiction; (b) registering with the relevant taxing authority; (c) collecting sales tax from Customer’s own customers; and (d) remitting collected tax to the relevant taxing authority. Where Customer elects to use Galan’s built-in sales tax computation (via Avalara AvaTax, Stripe Tax, or TaxJar — see the Customer’s choice recorded on the Subprocessors page), the result is provided as a calculation aid only and does not constitute legal, tax, or accounting advice.

Galan’s own subscription fees are billed exclusive of US sales tax except where Galan determines (in good faith, based on the Customer’s billing address) that collection is required; in such cases the tax appears as a separate line on the invoice.

4.4 Refund grace period

New subscriptions may be cancelled within 14 days of the initial activation date for a full refund of the first paid invoice, less any non-refundable payment-processor fees. Refund requests after the 14-day grace window are evaluated case-by-case.

You agree not to, and not to authorize any User or third party to:

• Reverse engineer, decompile, or disassemble the Service, except to the extent expressly permitted by applicable law.
• Use the Service to build a competing product or to provide a substantially similar service to third parties.
• Use the Service in violation of applicable law, anti-money-laundering regulations, sanctions regimes (OFAC, EU, UK, UN), or anti-corruption laws (FCPA, UK Bribery Act).
• Submit content to the Service that infringes any third party’s intellectual property rights or privacy rights, or that contains malware or other harmful code.
• Attempt to gain unauthorised access to the Service, other tenants’ data, or any portion of the Service restricted by authentication.
• Use the Service to send unsolicited commercial communications in violation of CAN-SPAM, TCPA, or comparable laws.

The Service integrates with third-party providers (sub-processors) to deliver functionality. The current list is maintained at /subprocessors. We will provide at least 30 days’ notice before adding a new sub-processor that handles personal information covered by our Privacy Policy; you may object per the procedure described there.

7.1 Your data

As between Galan and Customer, Customer retains all right, title, and interest in and to Customer Data (data submitted to the Service by Customer or its Users). Galan processes Customer Data only on Customer’s documented instructions and as described in our Privacy Policy. Where the parties elect to enter a separate Service Provider Data Processing Addendum (DPA), that DPA supplements these Terms for processing matters; until such a DPA is signed, this section and the Privacy Policy govern. Customer grants Galan a non-exclusive licence to host, transmit, process, and display Customer Data solely as necessary to provide the Service.

7.2 Confidentiality

Each party agrees to protect the other’s Confidential Information with at least the same care it uses to protect its own Confidential Information of like sensitivity, but in no event less than reasonable care.

These Terms commence on the Effective Date and continue for as long as Customer maintains an active subscription. Either party may terminate for convenience at the end of the then-current billing period by providing at least 30 days’ written notice. Galan may suspend or terminate the Service immediately upon: (a) Customer’s material breach of these Terms, (b) Customer’s non-payment of fees, or (c) a valid legal order requiring suspension.

On termination, Customer Data is retained for 30 days per the retention policy in our Privacy Policy; thereafter, Customer Data is hard-deleted except for records required to be retained by law (e.g., tax filings, audit trails).

9.1 Mutual warranties

Each party warrants that it has the corporate power and authority to enter into these Terms and perform its obligations hereunder.

9.2 Galan warranties

Galan warrants that the Service will perform substantially in accordance with its published documentation. Customer’s exclusive remedy for breach of this warranty is, at Galan’s option, repair, replacement, or refund of fees paid for the affected period.

9.3 Disclaimer

Except as expressly stated in these Terms, the Service is provided “as is” and “as available,” and Galan disclaims all warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of computations.Without limiting the foregoing, Galan does not warrant that the output of any sales-tax computation, regulatory report, accounting calculation, or third-party data integration is accurate or suitable for filing with any taxing authority or regulator. The Customer is solely responsible for review and filing of all such outputs and for retaining qualified professional advice.

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or related to the Service, even if advised of the possibility of such damages. Each party’s aggregate liability arising out of or related to the Service will not exceed the greater of (a) the fees paid by Customer to Galan during the twelve (12) months preceding the event giving rise to liability, or (b) one hundred US dollars (US$100). These limitations do not apply to: (i) breach of confidentiality; (ii) indemnification obligations; (iii) gross negligence or wilful misconduct; or (iv) any liability that cannot be excluded by applicable law.

Each party will indemnify, defend, and hold harmless the other party from third-party claims to the extent arising from the indemnifying party’s (a) breach of these Terms, (b) wilful misconduct or gross negligence, or (c) violation of any law applicable to that party’s performance under these Terms. The indemnified party must (i) promptly notify the indemnifying party of the claim, (ii) tender sole control of the defence and settlement (provided the settlement does not impose liability or admission on the indemnified party), and (iii) provide reasonable cooperation at the indemnifying party’s expense.

These Terms are governed by the laws of the State of New Mexico, without regard to its conflict-of-law principles. The parties will attempt in good faith to resolve any dispute through 30 days of informal negotiation. If unresolved, any dispute will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, held in Albuquerque, New Mexico. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

• Assignment. Neither party may assign these Terms without the other’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Notices. Notices will be sent to the contact-designated email on file; operational notices may be sent via in-product notification.
• Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• Entire agreement. These Terms, together with our Privacy Policy, and any Order Form, constitute the entire agreement between the parties. If the parties have also signed a separate Service Provider Data Processing Addendum (DPA), that DPA controls for processing matters but does not otherwise modify these Terms.

For questions about these Terms, contact:

• Email: legal@galan.com
• Mail: 8206 Louisiana Blvd, Albuquerque, NM 87113
• Entity: VisionQEFA LLC (d/b/a Galan ERP)

• 2026-07-27 (v0.1 draft). Initial authored version, counsel-confirmed 2026-07-28.