Data Processing Agreement

Our Data

The use of the Genesy platform and the software available on the same is authorised in accordance with these Terms and Conditions of Use by Genesy Sales Solutions, S.L., a Spanish company with registered office at Avenida de la Riera de Cassoles 5, 5º-1ª, registered in the Mercantile Register of Barcelona, and holder of Tax Identification Number B-44,767,572 (hereinafter, "Genesy", "We", "Us"), with e-mail address: info@genesy.ai .

For the purposes of these Terms and Conditions, ‘Genesy’ means Genesy Sales Solutions, S.L., as well as the subsidiary companies of this entity, if any, in accordance with article 42 of the Commercial Code (hereinafter, the ‘Subsidiaries’).

Binding Terms And Conditions Of Use

These Terms and Conditions of Use of the Genesy platform (hereinafter, the ‘Terms and Conditions of Use’ or the ‘Terms of Use’) are binding and govern the conditions of use, access and use of the Genesy platform and the Genesy software available on the Genesy platform, which can be accessed through the authorised websites and applications owned by Genesy (hereinafter collectively the “Platform” or the ‘Genesy Platform’).

Access to the Genesy Platform confers the status of user on whoever uses it (hereinafter, the ‘Client’, ‘User’, “You” or ‘You’) and implies full and complete acceptance of these Terms and Conditions, as well as the Genesy Privacy Policy. Your full and unreserved acceptance of these Terms of Use is required to use the Platform. You represent that you have read, understood and accepted these Terms of Use in their entirety. If you do not agree to these Terms and Conditions, please do not access or use the Genesy Platform or Genesy's proprietary software.

You are not authorised to use the Platform and the Genesy Platform. if (a) you are a minor, under the legal age of employment and/or do not have the legal capacity to contract or (b) if you have been prohibited by a judicial or administrative authority from accessing and/or using such services in your jurisdiction, in the place where you reside or in the place where you access the Platform.

The use of the Platform also implies your acceptance of all notices, rules of use and instructions made known to you by Genesy after the acceptance of these Terms and Conditions of Use.

The Client guarantees that the person who accepts these Terms and Conditions of Use on behalf of the Client does so as a duly authorised legal representative and has sufficient legal capacity to enter into the contract.

Description Of Genesy'S Services

Genesy provides its services through the configuration of a "Saas" (Software as a Service) model, while making its Platform accessible. The services provided by Genesy consist mainly of the possibility to create targeted lead lists, enrich them with verified company and contact information from market-leading tools and databases, and automate email and LinkedIn outreach campaigns within the Platform.

The Client is responsible for accessing and using the Platform at its sole risk.

The following are expressly excluded from the Services and shall be at the Client's expense: i) the acquisition, installation and maintenance of the router and computer equipment from which the Client makes the Internet connection to access the Platform; ii) the supply, contracting, installation and maintenance of the lines necessary to access the Platform and iii) the management of the content and information resulting from the Services.

The Client acknowledges that the product offered by Genesy works and contains what has been demonstrated in the ‘demo’ with the Client (if any), in the various tests of the Platform that the Client has been able to perform, and/or in the public videos that Genesy may have available explaining the various functionalities, being fully informed about the functionalities and features of the Platform. We continually strive to improve our product to ensure the satisfaction of our Clients, so Client understands and accepts that, due to the development of the product, the Platform may be subject to future developments aimed at improving the service for all Genesy Clients.

Registration

In order to access the Platform you must (i) provide certain information as part of the registration process (such as an e-mail address) and (ii) agree to these Terms of Use and Genesy's privacy policy. For continued use of the Platform, You expressly agree and undertake to provide accurate, truthful, current and complete information as necessary when registering on the Platform and at all other times as may be required during your use of the Platform (‘Registration Data’). You undertake to keep your Registration Data up to date.

Genesy reserves the right to deny access to and use of the Platform and other services if it detects or has reasonable grounds to believe that the Client has provided inaccurate, false or fraudulent data, if there is a court order to that effect, or if there are reasonable suspicions that the Client is involved in fraudulent, unlawful or illegal activities that may harm Genesy (or its affiliates), including those related to money laundering or international sanctions.

Free Trial Period. Genesy may offer at its discretion, and Client may test, the Services and the Platform during the trial period stipulated by Genesy (and in no event longer than thirty (30) calendar days from activation of the Services, and ending (a) at the conclusion of the free trial period for which they were registered, or (b) upon commencement of the paid subscription to the Service by execution of the relevant agreement by Client and Genesy (the ‘Free Trial’). However, Genesy reserves the right, at its sole discretion and at any time, to grant different and/or new Free Trial periods to its Clients for the Platform, functionalities and/or new features, which will be communicated to Client in a timely manner.

When registering, you will be asked, inter alia, to provide an email address and password. You understand and agree that you are responsible for (i) maintaining the confidentiality of your data; and (ii) frequently updating and checking your password. Accordingly, you release Genesy from any and all liability and acknowledge and agree that Genesy is not responsible for any problems arising out of or relating to your account that result from your failure to protect or take reasonably adequate measures to protect your data. In the event of reasonable suspicion that a user's credentials have been compromised, and in order to ensure the security and operability of the Genesy Platform, we reserve the right to temporarily block such compromised accounts. This action will be taken to protect the integrity of the Platform and the data of all users.

Express acceptance of these Terms and Conditions of Use and Genesy's general privacy policy shall be required to complete registration.

Authorisation To Use

The Genesy Platform is made available to You directly through Genesy and its affiliates (or indirectly through distributors, partners or resellers subject to license for use). In this sense, the Client understands that Genesy holds the ownership or has sufficient and necessary rights to grant the use of the Platform and/or other Genesy software. Under no circumstances shall any right of ownership over the Platform be understood to have been granted to the Client and under no circumstances shall it be considered a sale.

Subject to and conditional upon compliance with these Terms and Conditions of Use, compliance with the General Terms and Conditions of Contract and payment of the price by the Client, Genesy grants the Client, for the duration of the Term, a non-exclusive, time-limited, non-transferable, non-assignable and revocable licence to access and use the Platform for Client's internal professional use and never for commercial purposes or for sale to third parties (the ‘Licence’). Genesy hereby reserves all rights to the Platform not expressly assigned to Client under the License.

Use Of The Platform

The User may use the Platform as a web application, or other system compatible with the Platform.

The User shall only use the Platform for the purpose for which it is intended in good faith, in accordance with current legislation, generally accepted morals and good customs, public order and these Terms and Conditions of Use, respecting at all times the intellectual and industrial property rights owned by Genesy.

Any User is strictly prohibited from using the Platform, as well as Genesy's software and/or any of the contents of the Platform, for purposes or effects that are (or may be) illicit, prohibited, harmful to the rights and interests of third parties, as well as carrying out any action that damages or may damage, render useless, overload or deteriorate the Platform and/or cause damage or alterations of any kind not consented to by Genesy to the Platform, its contents, or to other Users. In particular, for illustrative and non-limiting purposes, the Client and any User may not:

Circumvent, disable or otherwise interfere with the security features of the Platform. You also may not interfere with, disrupt or create an undue burden on the Platform or the Services connected to the Platform.

Access or attempt to access the account of any other user of the Platform.

Cheat or defraud Genesy or other Users, especially in any attempt to learn sensitive account information or passwords of other Users, or impersonate another User or person, or use another User's name.

Create or compile, directly or indirectly, a collection, compilation, database or directory owned by Genesy or to perform data mining without Genesy's prior written consent. In this regard, Client and its Users are responsible for their use of their own data and the information they enter on the Platform. However, any data mining must be within the restrictions of Client's usage rights and it is Client's responsibility to comply with applicable laws.

Misuse our Support Services or make false reports of abuse or misconduct.

Sell, share or otherwise transfer your profile or credentials.

Use any information obtained from the Platform to coerce, intimidate, threaten, abuse or harm another person, including other Users or Genesy employees.

Upload or transmit (or attempt to upload or transmit) viruses, worms, Trojan horses or any other malware that interferes or may interfere with any User's use and enjoyment of the Platform.

Use or provide the Services in any way that modifies, impairs, interrupts, alters or interferes with the use, features, functions, operation and/or maintenance of the Platform.

Infringe Genesy's intellectual property rights, including, without limitation, rights in databases, software (source code and object code), interfaces and trademarks (whether registered or unregistered).

Acting in breach of applicable anti-money laundering regulations, and providing all necessary supporting documentation required by Genesy.

Being subject to any type of international sanction, either as a legal entity or as an individual.

Making use of the Genesy Platform from prohibited countries that are subject to any type of international sanction by the United Nations, the European Union, and/or any of the Eu Member States. Both Clients and users undertake not to use the software in breach of these restrictions and not to allow third parties to do so.

In accordance with the foregoing, Genesy reserves the right to deny access to and use of the Platform and other services, including suspension or deletion of your account, whenever the User uses the Platform contrary to these Terms and Conditions of Use. Ultimately, if necessary, Genesy also reserves the right to take legal action as it deems appropriate.

Access And Security

In order to access and use the Platform, a compatible device, certain software, and Internet access are required, which may result in additional charges to you as a User depending on your payment plan, as well as occasional updates and upgrades. You expressly acknowledge and agree that Genesy is in no way responsible for (i) the availability and/or speed of your Internet connection or the costs that your Internet connection may incur and (ii) the availability, compatibility, performance and renewal of the User's software licenses required to use the Platform and the cost of such licenses.

Because hardware, software and Internet access are required to use the Platform, the ability to use the Platform may be affected by the performance of these elements.

Genesy will use its best efforts to ensure that the Platform operates without interruption or error. However, there may in some cases be brief interruptions when we perform maintenance, upgrades or implement security fixes necessary to avoid compromising the security of the Platform. Genesy must apply certain security fixes, such as patches or fixes to connections to integrations or APIs, among others.

Please also note that if you choose to access the Platform through third party authentication and account verification services such as Google's Sign In services, Google's own terms may also apply. Similarly, if you choose to sign in through your Microsoft account, Microsoft's terms and conditions may also apply.

Price

The Price for the Services and use of the Platform, as well as the Genesy Credits and the number of users, as well as the type of plan (annual, semi-annual, quarterly or any other specified and approved by Genesy), are indicated in the contract signed by the Client.

Likewise, the terms of payment, invoicing, additional services and price modification are indicated in the signed contract. In any case, both the conditions and methods of payment of the price by the Client shall always and in any case be in accordance with the applicable regulations in force.

Industrial And Intellectual Property Rights

Genesy is the full and exclusive owner and/or holder of all industrial and intellectual property rights over the Services and the Platform, as well as any updates, improvements, revisions, extensions, modifications, adaptations, rectifications, translations or new versions (updates and upgrades) that may be made by Genesy at its sole discretion and on a voluntary basis.

Without prejudice to the Licence to use the Platform, the Client acknowledges and agrees that no right of ownership, right of use or licence of any kind over Genesy's trade names, trademarks, logos, domain names or any other distinctive sign of Genesy or over Genesy's industrial and intellectual property rights over the Platform and the Services is granted or recognised in its favour by these Terms and Conditions of Use.

The Client undertakes to respect and maintain the industrial and intellectual property rights of the Platform and other services, as well as the documentation and complementary information that Genesy makes available to it in compliance with the provisions of these Terms and Conditions of Use.

The Client acknowledges that the reproduction, modification, distribution, commercialisation, decompilation, disassembly, use of reverse engineering techniques or any other means to obtain the source code, transformation or publication of any unauthorised reference test results of any of the elements and utilities integrated within the Platform are prohibited and constitute an infringement of Genesy's industrial and intellectual property rights and, consequently, undertakes not to carry out any of the aforementioned actions.

Genesy may solicit or collect and/or Client may provide written suggestions, feedback or comments as part of Client's and other Users' use of the Services and the Platform (‘Feedback’). Client acknowledges and agrees that such Feedback shall be deemed the property of Genesy and that Genesy shall exclusively own all known and future intellectual property rights in and to the Feedback on an aggregate basis indefinitely, and shall be entitled to use the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Feedback.

Genesy further reserves the right to include Client's name and standard logo in its public Client lists, press releases, newsletters, website, advertising campaigns and the like.

Data Protection And Confidentiality

The Parties undertake to comply with data protection regulations, in particular Regulation (Eu) 2016/679 of the European Parliament and of the Council of 27 April on General Data Protection ("Gdpr") and Organic Law 3/2018 of 5 December on the Protection of Personal Data and guarantees of digital rights ("Lopdgddd").

In this regard, the Parties mutually inform each other that the personal data included by the Client for registration on the Platform, including those referring to the legal representatives of the signatory parties, will be processed respectively by each of the parties for the sole purpose of carrying out the management, development, fulfilment and control of the contractual relationship, this being the legal basis that legitimises the processing of personal data.

The Parties shall process and keep the data for as long as The present relationship remains in force and, once this relationship has ended, the data shall be duly blocked for the sole purpose of meeting any possible legal liabilities that may arise from the relationship maintained. No other communication of the aforementioned personal data is foreseen other than those required by current legislation and those necessary for the management, development, fulfilment and control of the contractual relationship.

Likewise, the Parties inform each other of the possibility of exercising, among others, the rights of access, rectification, opposition, deletion, limitation and portability by contacting the registered office indicated in this Agreement. In this regard, should any of the Parties or those involved in the signing of this Agreement not obtain a satisfactory response and should they wish to make a complaint or obtain further information on any of these rights, they may contact the Spanish Data Protection Agency (www.aepd.es).

The correct execution of these conditions implies that Genesy (‘Data Processor’) processes personal data on behalf of the Client (‘Data Controller’), who is responsible for the same in accordance with the Data Processing Contract available on the Platform.

Liabilities

To the extent permitted by applicable law, Genesy provides the Platform on an "as is" and "as available" basis without any promise or warranty, express or implied of any kind, and makes no warranties or representations as to the validity, accuracy, adequacy or reliability or availability of the Platform or its content.

Genesy makes the Platform and/or its Services available to the Client through the Client's Internet services 24 hours a day, and shall endeavour to maintain the Platform in a condition suitable for its use.

To the extent permitted by applicable law, Genesy shall not be liable for (i) any alteration or loss (direct or indirect) of data and/or information that is not attributable to any direct or sufficiently proven breach by Client in accordance with data protection regulations (ii) any indirect, incidental, consequential, moral, special, exemplary, punitive, or lost profits damages regardless of the cause, (ii) any indirect, incidental, consequential, incidental, moral, special, exemplary, punitive or punitive damages or loss of profits regardless of the cause, or attorney's fees or unnecessary expenses incurred, damage to reputation, or (iii) failures likely to cause slowness, poor quality, unavailability of the Platform or the other services, or even prevent uninterrupted provision of the service that are beyond Genesy's control, or (iv) indirect losses that were not reasonably foreseeable by Genesy and the Client at the time the Client began using the Platform and Services, or (v) force majeure. In any event, Genesy's total liability shall not exceed a maximum amount equal to the total amount paid by Client to Genesy in the twelve (12) months prior to the harmful event. This amount, in accordance with article 1.152 of the civil code, replaces, with the express consent of the user, any other compensation for damages.

In addition, Genesy shall not be liable to Client for any harmful event unless Client has notified Genesy in writing of its claim within twenty (20) calendar days of Client's knowledge thereof. This provision is without prejudice to cases where liability cannot be excluded or limited due to mandatory provisions of applicable law.

In addition, the Client, as well as any user using the Platform, agrees to indemnify, defend and hold Genesy harmless from and against, all losses, liabilities, damages, claims (including possible legal fees, reasonable attorney's and solicitor's fees and court costs), arising out of or in connection with: (i) any breach or alleged breach of these Terms and Conditions by the Client or its Users; (ii) the violation by the Client or its Users of any Law and/or the rights of a third party affecting Genesy; (iii) failure by Client or its Users to timely and completely install any updates, upgrades or patches to any software provided by Genesy and not authorised by Genesy; and (iv) claims relating to Client's data and/or claims relating to any data transferred by Client to third party applications, and that this results in damage to Genesy or to them. Genesy may terminate the License or any other rights granted to the Client or User, without notice, and without entitling the Client to claim damages of any kind.

Links And Resources

Where the Genesy website or Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Genesy has no control or direction over, and does not monitor, the content of those sites or resources, and these Terms and Conditions and our Privacy Policy apply only to your use of our Services. When you use third party products or services, their own terms and conditions and privacy policies will govern your use of those products or services. You should read their terms and conditions of use and privacy policies to understand how they collect and process your personal data and other relevant information.

Genesy does not assume any type of liability, direct, indirect or subsidiary, for any damage and/or harm that may derive from the acts of third parties such as access, maintenance, use, quality, legality, reliability and usefulness of the contents, information, communications, opinions, statements, products and/or services existing or offered on the websites.

Likewise, if Users have effective knowledge that the activities carried out through these third-party websites are illegal or contravene morality and/or public order, they must immediately notify Genesy so that the link to access them can be disabled.

Genesy reserves the right to remove all links and resources to third-party sites from its website and the Platform at its discretion at any time.

Integrations, Partners, And Services Provided By Third Parties

The Genesy Platform facilitates the exchange of data with third-party systems and/or physical devices (hereinafter, "Integrations," "Partners," or "Collaborators"). All such Integrations are provided under the sole responsibility of such third parties or third-party providers over whom Genesy has no authority or control, regardless of whether they are billed by the third party or Genesy directly. The scope of the services provided by these third parties and the instructions necessary to configure the integration may be provided on the Platform and on the third-party provider's website.

Third-Party Integrations do not constitute services provided by Genesy, nor do they constitute services for which Genesy has any authority to direct, control, or directly be responsible. Genesy only provides technical access to such services. The scope of the service, pricing, third-party privacy, the duties, obligations, and commitments of such third-party providers with respect to third parties, the timing, and any other terms of use for the provision of the Integration, including support, are based on the terms and conditions of use and privacy policies that govern the contractual relationship between the Client and such third-party providers.

In particular, for services provided by integrations that are part of regulated sectors, such as those provided by Stripe, which consist of services specific to the banking sector, the Client understands that, despite contracting with such partner, Genesy remains a third party with respect to the direct contractual relationship between the Partner and the Client. If the Client or any of its Users wishes to access their Terms and Conditions, they must go to their website or request it directly from them.

In this regard, and without limiting this to an exhaustive definition, any service that involves the opening and maintenance of bank accounts, the use of payment services, including payment by bank transfer or credit card, must be considered an exclusive contractual relationship between the Client and the third-party partner, and therefore, the specific Terms and Conditions of the third-party partner will apply. Genesy guarantees its partners, Clients, and Users that in this type of collaboration, it acts in strict compliance with the regulations governing its own activity and, if necessary, will jointly implement with the third-party partner all necessary technical and organizational security measures and means to prevent the Client or its Users from confusing the functions developed by Genesy.

The User must read the terms and conditions of use and privacy policies of third parties, partners, or external providers to understand how their personal data and other relevant information are collected and processed.

Genesy has no control over or responsibility for third-party integrations and, consequently, assumes no responsibility or warranty for any third-party integrations that Clients choose to engage. Genesy reserves the right to make changes to, remove, or replace available integrations, especially in cases where they are modified or discontinued by the third-party provider and/or partner. The existence of integrations does not imply any relationship or association of any kind between Genesy and the third party owner of the system that integrates with the platform. Genesy disclaims any liability arising from the integrations, particularly with regard to the accuracy, reliability, and security of the integrations.

Modification

Genesy (and its affiliates) reserves the right to periodically update these Terms and Conditions of Use as deemed necessary or to adapt to regulatory, technical, product/service-related changes, strategic reasons, clarifications, and/or to provide improved service. Any modifications to these Terms and Conditions of Use will be posted in the same manner as they appear here (public website).

It is the Client's responsibility to periodically review these Terms and Conditions of Use. Your continued access and use of the Platform and/or Genesy software after a modification to these Terms and Conditions of Use will be deemed acceptance of such modification.

Contact

The User may contact Genesy at the address indicated above, by email at info@genesy.ai if the device from which they connect has a properly configured and operational email program, or through their Account Manager or through the Platform.

Communications via certified email (in accordance with eIDAS - Regulation (Eu) No. 910/2014 of the European Parliament) will be fully formal and legally valid for all purposes. The Client acknowledges that the email address provided to Genesy is correct and valid for the receipt of formal/legal communications.

Jurisdiction And Applicable Law

For any issues that may arise from the interpretation, compliance, and execution of these Terms and Conditions, the User and Genesy submit to the jurisdiction and competence of the Courts and Tribunals of the city of Barcelona, ​​expressly waiving any other jurisdiction to which they may be entitled by law, unless otherwise provided by applicable non-dispositive legislation.

Miscellaneous

Waiver of rights. Genesy's failure at any time to enforce any provision of these Terms and Conditions of Use, or Genesy's failure at any time to require performance of any provision of these Terms and Conditions of Use, shall not be constructed as a present or future waiver of such provisions or in any way affect Genesy's right to subsequently enforce such provision. Genesy's failure to exercise any right shall not constitute a waiver of such right. Genesy's express waiver of any provision, condition, or requirement of these Terms and Conditions shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.

Money laundering. In compliance with Spanish regulations on the prevention of money laundering (L.10/2010, Rd 304/2014), Genesy shall gather the documentation accrediting the identification of the Client, whether an individual or a legal entity, in the latter case identifying the real owner of the company or legal structure. The Client undertakes to provide the supporting documentation that Genesy may require for this purpose, guaranteeing the validity, accuracy, completeness and reliability of the information, data and documents made available to Genesy, even if they come from third parties.

Partial nullity. If by court order, binding decision or order of any authority or of any other nature, any of the non-essential provisions of these Terms and Conditions of Use is declared invalid or ineffective, in whole or in part, such invalidity or ineffectiveness shall not extend to the rest of the provisions herein, which shall remain in force and continue to be fully effective. Genesy and the User agree to replace any clause that becomes invalid or ineffective with another valid and effective clause, trying to ensure that the effect of the latter is as similar as possible to that of the former.