TERMS OF USE

1. Terms and Conditions of Services of DATAGMA

Welcome to DATAGMA!

We specialise in enriching B2B business contact data from our platform at https://datagma.com/.

We provide verified emails and real-time phone numbers of your business contacts for your marketing and recruitment campaigns. Our tools include file import, an intuitive API, and a Chrome extension to simplify the collection of business information. All data is extracted in real time without storage.

DATAGMA is an activity carried out by INFORMATIONS. INFORMATIONS is a simplified joint stock company (Société par actions simplifiée unipersonnelle (SASU), a French simplified joint-stock company with a single shareholder) with its registered office at 3 boulevard de Sebastopol, 75001 Paris (FRANCE) registered with the Paris Trade and Companies Register under number 833 914 393, ('DATAGMA' or 'we').

These Terms of Services (hereinafter 'ToS') govern the contractual relationship between, on the one hand, the company INFORMATIONS and, on the other hand, its professional customers (hereinafter 'Customer' or 'you'), in connection with the use of the services offered on https://datagma.com.

If you have any questions, you can contact us at the following email address: info@datagma.com or through your dedicated account manager or at the following postal address: DATAGMA, 3 boulevard de Sebastopol, 75001, Paris (FRANCE).

Contents:

Purpose and scope
Terms of access to the services
Subscription terms
Subscriptions and credits
Authorised use of the services - Abnormal or abusive use
Intellectual Property
Personal data
APIs
General obligations of DATAGMA and guarantees
Limitation of liability
Termination of a subscription at Customer's initiative
Termination for fault
Consequences of termination
Modification of the services
Modification of the Terms of Service (ToS)
Miscellaneous
Applicable law - Competent jurisdiction

Annexes (Terms of Use, Privacy Policy, Data Processing Appendix)

1. Purpose and scope

The purpose of these Terms of Services (ToS) is to define the terms and conditions under which DATAGMA provides its services of real-time supply of enriched professional information (emails, telephone numbers, associated data) to professional customers for their marketing and/or recruitment campaigns to its professional customers.

The services we offer are not intended for consumers. They are intended exclusively for professional use, i.e. for customers who are natural or legal persons acting for purposes relating to their commercial, industrial, craft, liberal or agricultural activity, including when they are acting in the name of or on behalf of another professional.

Any use of the services implies unreserved acceptance of these ToS. The ToS prevail over any other document or condition emanating from Customer that has not been expressly accepted by DATAGMA.

2. Terms of access to the services

Previously to the validation of the order by DATAGMA, Customer must:

create an account on our website https://app.datagma.com/sign-in, accessible by a username and password, by transmitting the information requested at the time of subscription;
accept without reservation the present ToS;
provide a secure means of payment allowing payment of the price of the order on the date of validation of the order or according to the deadlines agreed in consideration of the subscription chosen.

Your account allows you to access the data you have sent us, to place and track your orders and subscriptions, to access the services corresponding to your subscription, and to cancel or not renew your subscription under the conditions defined herein.

Your login must be a personal professional email address. DATAGMA does not accept non-professional personal email addresses (such as Gmail, Yahoo, Hotmail, etc.) or generic business addresses, such as admin@entreprise.com, sales@entreprise.com, or info@entreprise.com.

You warrant that you are acting as an adult professional authorised to enter into this contract on behalf of your company and in the interests of your professional activity.

You must provide accurate, current and complete information when registering and update this information in the event of any changes.

Your access codes (login and password) are strictly confidential, personal and non-transferable. You are entirely responsible for managing and retaining your access codes in terms of confidentiality and security.

DATAGMA reserves the right to refuse or cancel the creation of an account for any legitimate reason, in particular in the event of incorrect, incomplete or false entry of registration data, in the event of registration with a personal email address or with a generic business address, or in the event of rejection of the method of payment used.

Customer is the beneficiary of the services ordered via our platform. If Customer is not the user of the platform, Customer is responsible for the use of the beneficiary and the beneficiary's compliance with the contract.

3. Subscription Terms

Once the account has been created, Customer may subscribe to the services offered through the online platform by selecting the subscription of their choice.

Acceptance of these ToS is confirmed by ticking a checkbox at the time of subscription. Validation of the order by DATAGMA constitutes the formation of the contract. An order confirmation is then sent to Customer by email, specifying in particular the effective date of the subscription.

Any confirmed order is final and binding. The contract formed between the parties is indivisible and includes: (i) these ToS, (ii) the accepted order, and (iii) the annexes (Terms of Use, Privacy Policy, Data Processing Appendix).

If Customer wishes to place an order by means other than online subscription, they must contact DATAGMA. Customer must then review and accept these ToS.

4. Subscriptions and credits

4.1 Nature of Subscriptions

DATAGMA offers several subscription plans available via the online platform, including:

a monthly subscription with no commitment period, automatically renewed each month unless terminated by Customer before the end of the monthly term. The subscription begins on the date the order is confirmed by DATAGMA. Termination by Customer at the end of the current month is possible under the conditions set out in Article 11.
an annual subscription with a firm twelve (12) month commitment, tacitly renewed at each annual due date. It begins on the date the subscription is confirmed by DATAGMA for a non-cancellable period of twelve (12) months. At the end of this twelve (12)-month period, the subscription is tacitly renewed under the same terms for an additional non-cancellable twelve (12)-month period, unless early termination occurs before the end of the current period in accordance with the conditions set out in Article 11.

Each subscription plan entitles Customer to a defined number of credits and a set of features as described on the DATAGMA website at the time of subscription.

4.2 Subscription prices

Subscription prices are expressed in euros (€) or US dollars (USD), excluding taxes. The applicable currency is determined according to Customer's location.

The applicable price is the one in effect on the subscription date, as indicated in the order form validated by Customer. Any applicable tax (VAT or equivalent) will be invoiced in addition or may be passed on to Customer by DATAGMA.

The subscription price is payable in full upon order confirmation, regardless of the actual use of the services or credits.

The content of a subscription (credits and features) cannot be modified during the subscription period, even in the case of partial non-use.

4.3 Terms of payment

Payment is made by credit card only via a secure payment platform.

Customer agrees to provide accurate billing information and to have a valid means of payment for the duration of the subscription.

Customer authorises DATAGMA to automatically debit its payment method at the time of subscription, then on the anniversary date of the subscription (monthly or annual) in the event of renewal.

4.4 Billing terms and conditions

For monthly subscriptions, the first invoice is issued on subscription, then on each monthly anniversary date.
For annual subscriptions, unless otherwise stipulated, a single invoice is issued on subscription, then on each annual renewal.

Invoices are sent electronically to the address provided by Customer.

4.5 Price Revision

Monthly subscription

In the event of a change in the applicable price, DATAGMA will inform Customer by e-mail at least one (1) month before the new price comes into force. Customer may cancel its subscription at any time before this date via its personal space, failing which the new rate will be applied automatically at the next due date.

Annual subscription

In the event of a change in the applicable tariff, the tariff revision will only apply from the date of renewal of the annual subscription, never during the commitment period.

4.6 Credits: allocation and use

Each subscription gives access to a defined number of credits that can be used to search for emails and telephone numbers, according to the following conditions:

1 credit = 1 professional email address + associated data;
30 credits = 1 mobile phone number.

Credits are:

allocated monthly for subscriptions with no commitment;
allocated in full at the beginning of the period for annual subscriptions.

4.7 Credits: accumulation

Unused credits are carried over from one month to the next as long as the subscription is active, up to a limit equivalent to the maximum annual volume.

For example: a subscription of 8,250 credits/month allows you to accumulate credits up to a maximum of 99,000 credits (8,250 × 12).

Unless otherwise specified, credits purchased or allocated shall have a maximum validity period of one (1) year from their date of issuance. However, the maintenance of an active and paid subscription shall automatically extend the validity of these accumulated credits for the entire duration of the contractual relationship.

For annual subscriptions, any unused credits at the end of the annual cycle will be automatically deleted or reset to zero. You will therefore not be able to carry them over or accumulate them for the following year.

4.8 Credits: loss

1. In the event of termination at Customer's initiative

When Customer terminates its subscription, whether monthly or annual, all credits not used by the effective date of termination are definitively lost.

No request for reimbursement, credit note or compensation may be made in respect of these unused credits.

2. In the event of termination at the initiative of DATAGMA

If termination occurs due to Customer's breach of contractual obligations (e.g., abusive use, failure to pay), any unused credits shall also be forfeited without refund.

3. In the event of a change of subscription formula ('downgrade')

If Customer opts for a lower subscription formula (with a smaller volume of credits), the excess credits exceeding the ceiling applicable to the new formula may be reduced or deleted, at DATAGMA's discretion.

No compensation, refund or transfer of credits may be demanded, unless expressly agreed otherwise.

4.9 Late payment

In the event of late payment, DATAGMA may, without prejudice to its other rights:

immediately suspend access to the services until the price has been paid in full;
terminate the subscription by operation of law, after notification has remained without effect for fifteen (15) days (i.e. without the need for judicial intervention).

4.10 Account Pause

The Customer may choose to put their account on pause at any time.

During the pause period:

Any credits already acquired by the Customer are preserved but cannot be used;
The preservation of credits is guaranteed for the entire duration of the pause;
The Customer will be charged twenty (20) USD per month as a pause fee.

The Customer may reactivate their account at any time. Upon reactivation, the preserved credits will immediately become available again, and the billing of the pause fee will cease in favor of the standard billing applicable under these Terms of Service.

5. Authorised use of the services - Abnormal or abusive use

5.1 Purpose of use

Customer undertakes to use the services provided by DATAGMA exclusively for lawful professional purposes, in compliance with all applicable laws and regulations, including data protection regulations. Customer is solely responsible for determining the purposes and legal basis for its use of the services and for the processing of any personal data obtained through the services. The services may not be used for any purpose unrelated to Customer's professional activity.

5.2 Formal prohibitions

Any use of the services for purposes unrelated to this objective is strictly prohibited. This includes, in particular, research relating to public figures, research motivated by personal or private considerations, and any research that is manifestly disconnected from Customer's normal professional activity.

5.3 Abnormal or abusive use

The following in particular constitute anomalous or abusive use:

when more than five thousand (5,000) searches are carried out over a period of fifteen (15) consecutive days, with a success rate of less than five per cent (5%);
unjustified or automated mass extractions;
attempts to technically bypass security measures;
repeated use for purposes other than those defined in article 5.1.

5.4 Sanctions in the event of abnormal or abusive use

In the event of abnormal or abusive use, DATAGMA reserves the right to immediately suspend access to the services, or terminate the subscription, without notice or compensation, and without prejudice to any damages that DATAGMA may claim.

6. Intellectual Property

All rights relating to the services provided by DATAGMA remain its exclusive property. Any unauthorised reproduction, distribution or use is strictly prohibited. The right to access the services does not entail any transfer of intellectual property to Customer and its users.

You are granted a non-transferable, worldwide, non-exclusive licence for the duration of the subscription to access and use the services (for you and your users), and to import or print a copy of all or part of the content to which you have duly agreed, exclusively for the internal requirements of your professional activity (no resale). We reserve all rights not expressly granted to you in respect of the site, the content and the trademarks.

Without prior written authorisation, Customer is prohibited from:

reproducing, representing or distributing the contents of DATAGMA;
transferring, renting or making the services or results available to third parties;
reverse engineering or attempting to access the source code of the tools made available.

Any breach may result in the termination of the contract and legal action.

We reserve the right to use contributions, concepts, ideas, or general knowledge acquired in the course of providing or receiving the services.

We may include software to be used within the scope of our services. If such software is accompanied by an End User License Agreement ("EULA"), the terms of the EULA shall govern your use of the software. If the software is not accompanied by a EULA, we grant you a non-exclusive, revocable, personal, and non-transferable license to use the software solely in connection with our services and in accordance with these Terms of Use.

All software and related documentation are provided "as is" without warranty of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept all risks arising from the use or performance of any software. You are not authorized to reproduce or redistribute any software except in compliance with the EULA or these Terms of Use.

7. Personal data

DATAGMA's privacy protection policy can be accessed online at any time at the following link: https://datagma.com/privacy-policy and is attached hereto as Appendix 2 and forms an integral part of the contract.

The Data Processing Appendix (DPA) governing the processing of personal data by DATAGMA on behalf of Customer is set out in Appendix 3 below and forms an integral part of the contract.

8. APIs

We offer you and your users the possibility of using our APIs solely for your internal business needs. We undertake to provide you with a confidential API key to enable you to access our APIs. You agree to use your API key in accordance with our documentation available on our site. You may not share your API key with any third party without our prior written consent.

9. General obligations of DATAGMA and guarantees

DATAGMA undertakes to carry out its services diligently in accordance with these terms and conditions, good practice and current quality standards.

The services are provided 'as is', without any guarantee of permanent accessibility, due to the hazards inherent in Internet technologies (maintenance, technical incidents, etc.).

However, DATAGMA guarantees Customer peaceful enjoyment of the services for the entire duration of the subscription, under the conditions set out in the contract.

10. Limitation of liability

DATAGMA may only be held liable for direct and foreseeable damage suffered by Customer, to the exclusion of immaterial damage resulting from operating loss, loss of opportunity, loss of income, loss of data, loss of profits, damage to brand image which would be the direct or indirect consequence of damage suffered by Customer as a result of the failure of the services provided.

IN ANY EVENT, DATAGMA'S LIABILITY IS IN ALL CASES LIMITED, FOR ALL DAMAGES, TO THE AMOUNT OF THE SUMS ACTUALLY PAID AND PAYABLE BY THE CUSTOMER OVER THE LAST TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE CAUSE OF ACTION.

11. Termination of a subscription at Customer's initiative

Monthly subscription

Customers may cancel their subscription at any time from their personal space (billing tab > 'cancel'). The cancellation will take effect at the end of the current month, provided that it is made before the automatic renewal date. We will send Customer confirmation of cancellation.

Subscription with commitment

Customers may cancel their subscription at any time from their personal space (billing tab > 'cancel') no later than the day before the annual expiry date. Failing this, the subscription will be automatically renewed for a further 12 months period.

12. Termination for cause

In the event of a breach by either party of any of its obligations under the contract, the contract will be terminated ipso jure fifteen (15) days after receipt by the other party of a formal notice stating the intention to apply this clause (an email being sufficient), which has remained without effect, or immediately if the breach cannot be remedied, without prejudice to any damages which may be claimed from the defaulting party.

In the event of non-payment by Customer, we reserve the right to suspend your subscription until full payment of the price or to proceed with the procedure for termination of your subscription for default described above, ipso jure and without the need for legal intervention.

13. Consequences of termination

In the event of termination for any reason whatsoever, the following effects will apply:

Loss of unused credits: all credits still available on the date of termination will be definitively cancelled, with no possibility of deferment or reimbursement.
Survival of certain obligations: obligations which, by their nature, are intended to survive such termination or expiry will continue to have effect and remain in full force and effect for the applicable term, including, but not limited to, confidentiality obligations, payment obligations, limitations of liability and warranty disclaimers.

14. Modification of the services

DATAGMA reserves the right to improve or modify its services at any time, in particular to meet legal or regulatory requirements or to optimise their quality. Any modification having a significant negative impact on access or functionalities will be notified to Customer at least one month before its implementation.

15. Modification of the ToS

DATAGMA may modify these ToS. These modifications will apply:

immediately to new subscriptions, and to current subscriptions.
Customers will be informed of any substantial modification to the ToS by any written means, in particular by e-mail or via their personal space, at least thirty (30) days before such modification come into force. Customers who do not accept the new ToS may cancel their subscription within this period, without penalty or entitlement to compensation, in accordance with the terms and conditions set out in Article 11. Failure to cancel within the aforementioned period will be deemed to be unconditional acceptance of the new ToS.

Continued use of the services implies acceptance of the modified ToS.

16. Miscellaneous

Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under the contract (except for non-payment) if such delay or failure results from an event beyond the control of the affected party, which could not have been reasonably foreseen at the time of entering into the contract and whose effects cannot be avoided by appropriate measures.

Assignment. You are not authorized to assign or transfer your rights or obligations under the contract. However, you hereby authorize us to assign our rights or obligations under the contract to any affiliate, subsidiary, or successor in the interest of any business associated with our services. Our assignee/successor will be subject to the same obligations as DATAGMA under this contract.

No Waiver. No delay or omission by either party in exercising any of its rights under the contract shall prejudice such right or be construed as a waiver of the right to enforce it. The rights and remedies stipulated in the contract are cumulative and do not exclude any other rights or remedies the party may have otherwise.

Entire Agreement. The contract constitutes the entire agreement between the parties concerning its subject matter and supersedes and replaces all prior written or oral agreements between the parties.

Severability. If any provision of the contract is found to be invalid, the remaining provisions shall remain in effect. The parties shall endeavor to agree on a new valid provision with an equivalent economic effect to replace the invalid provision.

Independence. Each party acts on its own behalf and for its own account as a legal entity or independent contractor, both legally and financially, and acts in its own name and under its sole responsibility. Neither party has the power or authority to bind the other party in any manner. Nothing in these terms shall be construed as creating a partnership, subsidiary, agency, or employer-employee relationship between the parties.

17. Applicable law - Competent jurisdiction

The contract shall be governed by and construed in accordance with French law. The rules of the Vienna Convention (CISG) are expressly excluded.

Any dispute relating to the contract, its existence, interpretation, performance, termination, or the end of the commercial relationship shall first be subject to an amicable settlement procedure between the parties.

Failing amicable settlement, the parties expressly agree that the exclusive jurisdiction shall lie with THE COURTS OF PARIS, FRANCE, including in summary proceedings, third-party claims, or cases involving multiple defendants.

Annex 1 – TERMS OF USE OF OUR WEBSITE

These Terms of Use set out the rules for accessing our website. They apply to all users of the site when connecting to and using the site, as well as to services available either free of charge or for payment ("Users").

By browsing this website, you acknowledge, as a user, that you have read, accept without reservation, and agree to comply with these terms.

The privacy policy is available online at any time at the following link: https://datagma.com/privacy-policy.

The Data Processing Appendix (DPA) is set out in Appendix 3 below.

1. Intellectual Property

The structure of the Site as well as all content published on it are protected under intellectual property law.

Photographs, illustrations, drawings, graphics, documents, signs, signals, text, images, sounds, or messages of any kind appearing on the Site may not be reproduced or displayed without the prior express written authorization of DATAGMA.

You may not access or use our Site for any purpose other than that for which we make it available, namely for internal professional use. You must use it solely to contact other professionals (Customers, suppliers, service providers, employees) who have a legitimate interest in being contacted by you for the provision of a professional service by your company.

As a user of the Site, you agree not to:

Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without our written permission.
Mislead, defraud, or deceive us or other users, especially in any attempt to obtain sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Site and/or the content therein.
Disparage, tarnish, or otherwise harm us and/or the Site, in our opinion.
Use any information obtained from the Site to harass, abuse, or harm another person.
Misuse our support services or submit false reports of abuse or misconduct.
Use the Site in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Site.
Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the Site or that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using data mining tools, robots, or similar data gathering and extraction tools.
Remove any copyright or other proprietary rights notice from any content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism.
Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
Copy or adapt the Site's software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse-engineer any software comprising or in any way making up a part of the Site.
Except as may result from standard use of a search engine or Internet browser, use, launch, develop, or distribute any automated system, including without limitation any spider, robot, cheat utility, scraper, or offline reader that accesses the Site.
Use a buying agent or purchasing agent to make purchases on the Site.
Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails, or creating user accounts by automated means or under false pretenses.
Use the Site as part of any effort to compete with us or otherwise use the Site and/or the content for any revenue-generating endeavor or commercial enterprise.
Sell or otherwise transfer your profile.

2. General Obligations, Warranties, and Limitation of Liability

DATAGMA undertakes to use its best efforts to secure access to, consultation of, and use of the services in accordance with standard Internet usage practices. Access to the site is available twenty-four (24) hours a day, seven (7) days a week, except in cases of force majeure or events beyond DATAGMA's control, and subject to potential outages and maintenance operations necessary for the proper functioning of the site and services, which may be carried out without prior notice to you.

As a result, DATAGMA shall not be held liable in the following cases:

Temporary interruptions lasting a few minutes for updating certain files;
Operating difficulties or temporary service interruptions beyond DATAGMA's control, in particular in the event of interruption of electricity or telecommunications services;
Temporary service interruptions required for updates or maintenance;
Failures or malfunctions of the Internet network affecting the transmission of messages or documents.

You acknowledge and accept the characteristics and limitations of the Internet, and specifically recognize that:

You are aware of the nature of the Internet, particularly its technical performance and response times for viewing, querying, or transferring information/data;
The communication of your access credentials, specifically your username and password — or more generally any information deemed confidential — is done under your sole responsibility;
It is your responsibility to ensure that the technical specifications of your computer allow you to access and consult the Site;
It is your responsibility to take all appropriate measures to protect your own data and/or software from contamination by any viruses circulating via the Site;
Downloading files from the Site constitutes full and unconditional acceptance of such files and of these Terms of Use.

DATAGMA does not warrant that the Site is free from errors or that all defects will be corrected.

3. Subscription

For all information regarding your subscription, please refer to the provisions set forth in the Terms of Service available.

4. Modifications

DATAGMA reserves the right, at its sole discretion and without prior notice, to modify, delete, or add to the provisions of these Terms of Use at any time, particularly in order to reflect legal, case law, editorial, and/or technical developments. The version that shall prevail is the one available online. You are therefore advised to regularly refer to the latest version of these Terms of Use.

5. Governing Law and Jurisdiction

This contract shall be governed by and construed in accordance with French law. The provisions of the Vienna Convention (CISG) are expressly excluded.

Any dispute relating to the contract — its existence, interpretation, performance, termination, or the end of the commercial relationship — shall first be subject to an amicable settlement procedure between the parties.

Failing amicable resolution, exclusive jurisdiction is expressly granted to the courts of Paris (France), including in summary proceedings, third-party claims, or cases involving multiple defendants.

Annex 2 — PRIVACY POLICY

https://datagma.com/privacy-policy

Annex 3 — DATA PROCESSING APPENDIX (DPA)

The purpose of this Data Processing Appendix (hereinafter "DPA") is to define the terms and conditions under which DATAGMA, a company incorporated in France (Paris RCS number: 833 914 393) with its registered office located at 3 boulevard de Sébastopol, 75001 Paris, France, duly represented by Raphael Azot, in the capacity of CEO (hereinafter "DATAGMA" or "Service Provider") undertakes to perform, on behalf of the client (hereinafter "Client"), the processing of personal data set forth herein.

The present Appendix DPA is incorporated into and forms integral part of the main agreement between the Client and DATAGMA. In the event of any conflict or inconsistency between the provisions of the main agreement and this DPA, the provisions of this DPA shall prevail. This DPA supersedes any previously applicable terms relating to their subject matter.

Service Provider and Client are each individually referred to as a "Party" and collectively referred to as the "Parties".

1. Definitions

Capitalized terms used in this DPA have the meaning ascribed to them as follows:

"GDPR" means the EU General Data Protection Regulation 2016/679.

"Personal Data Regulations" means any applicable law on the protection of personal data, in particular, the GDPR and Law No. 78-17 of 6 January 1978 relating to computers, files and freedoms, as amended.

All definitions in section 4 of the GDPR shall apply to the present DPA including but not limited to: controller, processor, personal data, data subjects, pseudonymization, consent, personal data breach.

2. Subject matter and qualification of the Parties

Client hereby instructs DATAGMA to process personal data described in Schedule A in view of providing B2B data enrichment services under the main agreement.

DATAGMA does not generate, nor own any database with the personal data obtained on behalf of Client, other than the opt-out form on DATAGMA's website which enables data subjects not to be searched for again in the future, it being specified that DATAGMA does not use such data for its own purpose.

The Parties therefore agree that when processing personal data as part of the provision of the B2B enrichment services under the main agreement, Client shall act as controller of personal data, and DATAGMA shall act on Client's behalf as data processor, including with respect to the opt-out form provided by DATAGMA on its website.

The Parties agree to comply, each as far as it is concerned, with all the provisions to which they are subject under the applicable Personal Data Regulations.

3. Client's obligations

Client declares that, whenever the GDPR is applicable, it is aware of its obligations as data controller, in particular its obligations to (i) process personal data lawfully, fairly and in a transparent manner in relation to the data subjects, i.e., to inform data subjects of the processing of their personal data and ensure that the processing of such data has a legal basis and that the data subjects have, where applicable, given their consent to the processing of their personal data, (ii) to keep records of its processing activities, (iii) when applicable, to appoint a data protection officer, (iv) to notify in the event of a data breach, and (v) to carry out privacy impact assessments.

Client acknowledges that the opt-out put in place by DATAGMA on its website does not relieve Client of its obligation to determine the lawful basis for processing and to provide the necessary information to data subjects. Client remains solely responsible for obtaining any required consents or providing the necessary notices to data subjects as required by law.

This list is not exhaustive, and the Client acknowledges that it is the Client's responsibility to take the necessary steps to comply with the applicable Personal Data Regulations in their integrality. DATAGMA can in no way be held responsible for any failure by the Client to meet its obligations regarding data protection.

4. DATAGMA's obligations

Whenever the GDPR is applicable, in its capacity as processor, DATAGMA undertakes to:

Only process personal data on documented instruction from Client, including with respect to transfers of personal data to a third country or international organization, unless required to do so by European Union or French law. In such case, DATAGMA shall inform Client of such legal requirement before processing, unless the applicable law prohibits such information on important grounds of public interest.
Ensure that employees authorized to process personal data under the main agreement have committed themselves to confidentiality or are subject to an appropriate legal obligation of confidentiality.
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risks, implement technical and organizational measures required under Article 32 of the GDPR, as listed in Schedule B.
Taking into account the nature of the processing, assist Client, at the Client's cost, through appropriate technical and organizational measures, insofar as possible, in fulfilling its obligation to respond to requests made by data subjects to exercise their rights under Chapter III of the GDPR (right to information, right of access, right to rectification, right to erasure and to object, right to limitation of processing, right to data portability, right not to be subject to an automated individual decision, including profiling). In the event a data subject contacts DATAGMA directly to exercise its rights, DATAGMA will transmit this request to Client, as soon as possible.
Upon request and at the Client's cost, provide reasonable assistance to Client in ensuring compliance with the obligations set out in Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to DATAGMA, and in particular assist Client to ensure compliance with its obligations related to the notification of a personal data breach and the conduct of impact assessments relating to data protection.
Upon request, make available to Client all information necessary to demonstrate compliance with the obligations laid down in this DPA and allow for and contribute to audits, on an annual basis at the most, including inspections by Client or another independent auditor appointed by Client, provided that such audit is (i) conducted upon at least ten (10) business days' prior written notice, during regular business hours and without interrupting DATAGMA's normal business operations, and (ii) is restricted to the areas and documents relevant in the context of the processing of personal data under the main agreement. Client shall alone bear the costs of the audit.
Inform Client immediately if, in the opinion of DATAGMA, instructions given by Client infringe the GDPR or the applicable European Union or Member State data protection provisions.
Should DATAGMA become aware, under the main agreement, of a personal data breach, DATAGMA undertakes to notify Client of this breach as soon as possible and to provide Client with all information that will allow it to meet its own obligations.
Delete all personal data requested by the Client, as well as any existing copy thereof, without delay following their transmission to the Client, unless European Union law or Member State law requires that the personal data be retained.

5. Subprocessors

Client hereby grants a general authorization to DATAGMA to engage subprocessors to carry out all or parts of the personal data processing activities on behalf of Client as part of the provision of the B2B data enrichment services.

DATAGMA undertakes to impose on any such subprocessors the same data protection obligations as those stipulated in this DPA, in particular as regards providing sufficient guarantees relating to the implementation of appropriate technical and organizational measures, in such a manner that the processing meets the requirements of the GDPR.

DATAGMA also undertakes to inform Client of any intended changes concerning the addition or replacement of a subprocessor, notably by providing the owner of Client's account with notice of any such addition or replacement and/or by posting updates on its website, thereby giving the Client the opportunity to raise objections to such changes on reasonable grounds. Any objections must be notified by Client to DATAGMA in writing within eight (8) business days of receipt of DATAGMA's notification. The addition or replacement of the subprocessor is deemed to have been approved by Client if Client does not object in writing within such period of eight (8) days of said notification. If Client objects to that change, the Parties will meet in good faith to resolve the issue through a mutually acceptable solution.

6. Data transfers

The Client agrees that in the course of providing the B2B data enrichment services, personal data may be transferred outside of the European Economic Area, including to the United States.

Where the GDPR is applicable and no adequacy decision has been granted pursuant to Article 45 GDPR, such transfer will be governed by the standard contractual clauses for international data transfers as adopted by the European Commission on June 4, 2021 (hereinafter "Standard Contractual Clauses"), signed between DATAGMA and its subprocessors, and specific organizational and technical guarantees will be put in place, including, where appropriate, data encryption, the implementation of HTTPS protocol, security updates, data backup and certifications.

The Parties acknowledge that, where appropriate, the execution of this DPA is equivalent to the execution of the updated version of the Standard Contractual Clauses and agree to be bound by such Standard Contractual Clauses.

DATAGMA and Client choose the following terms and options offered by the Standard Contractual Clauses:

In clause 11(a) of the Standard Contractual Clauses, the option for independent dispute resolution is deemed to be omitted.
In clause 17 of the Standard Contractual Clauses, OPTION 1 is selected, and the Parties agree that it is the law of France.
In clause 18 of the Standard Contractual Clauses, the parties agree that the courts of France shall have jurisdiction.
In Schedule I:
- The list of parties is identical to the list of parties in the main agreement.
- The description of transfers is provided in Schedule B entitled "Description of the processing of personal data" of this DPA.
- The competent authority is the CNIL (Commission Nationale de l'Informatique et des Libertés).
In Schedule II of the Standard Contractual Clauses, the measures are provided for in Schedule B of this DPA entitled "Technical and organizational measures implemented by DATAGMA".
In Schedule III of the Standard Contractual Clauses, the list of subsequent subprocessors, as defined hereunder, is set forth in Schedule C of this DPA entitled "Subprocessors list".

7. Limitation of liability

DATAGMA's liability regarding any data protection claims will be limited to the amount of the fees paid by Client under the main agreement during the 6 months preceding the claim. DATAGMA's liability is conditioned upon Client (i) notifying DATAGMA of any claim or action in connection with DATAGMA's obligations as soon as Client becomes aware of such claim or action and promptly furnishing DATAGMA with any related information in its possession and (ii) mitigating any potential damage.

8. Term

This DPA shall come into effect on the signature date of the main agreement and shall end on the expiration or termination date of the main agreement.

9. Miscellaneous

Except as specifically modified and amended herein, all of the terms, provisions, requirements and specifications contained in the main agreement remain unmodified and in full force and effect.

10. Governing law and jurisdiction

This DPA is governed by the laws of France.

Any dispute arising in connection with this DPA, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Paris subject to possible appeal to Cour d'Appel.

SCHEDULE A

DESCRIPTION OF THE PROCESSING OF PERSONAL DATA

This Schedule A provides a description of the processing of personal data carried out by DATAGMA on behalf of Client. Client hereby instructs DATAGMA to carry out the processing of personal data as specified hereinafter (hereinafter the "Entrusted Processing" or the "Entrusted Personal Data"):

Purpose of Entrusted Processing:

The purpose of the Entrusted Processing is to provide Client with B2B data enrichment services defined under the main agreement and notably to provide Client with complete and updated business contact information.

Nature of Entrusted Processing:

The nature of the Entrusted Processing consists in the collection, consultation, hosting, storage, retrieval, use, erasure, or destruction of personal data.

Categories of Entrusted Personal Data:

Client instructs DATAGMA to process the following categories of personal data on behalf of the Client:

Identification data, such as name and first name.
Contact data, such as e-mail and phone number.
Professional data, such as organization, position, or seniority.
Login, passwords, any other login data.

Categories of data subjects:

The categories of data subjects concerned by the Entrusted Processing are:

Individuals targeted by the Client, for instance, for marketing or recruitment purposes.
Client's employees.

Duration of Entrusted Processing:

Duration of the main agreement and at least 3 years for the opt-out list.

SCHEDULE B

TECHNICAL AND ORGANIZATIONAL MEASURES IMPLEMENTED BY DATAGMA

DATAGMA undertakes to implement technical and organizational measures to protect data from being unlawfully distorted, damaged, or accessed by unauthorized parties. Regular checks are carried out to assess the effective implementation of such measures.

In particular, DATAGMA undertakes to implement the following:

Technical measures:

Keeping all software up-to-date (e.g. by updates, patches, etc.).
Protection of internal networks against unauthorized access (e.g., by firewalls, virus scanners, etc.).
Appropriate logging information is collected and periodically reviewed and analyzed.
Appropriate encryption methods are applied on the system and/or service used to store personal data.
Use of VPN for remote access.

Organizational measures:

Access to personal data is subject to appropriate confidentiality obligations (e.g., employment contract, confidentiality agreement, etc.).
All computers processing personal data are password protected.
Personal and individual user log-in for registration in the systems or company network.
State-of-the-art password policies for creation of secure passwords.
IT systems access blocked after repeated incorrect access attempts.
Passwords are stored in hashed form.
An automatic session lock procedure is set up on every computer.
Employees are bound to respect the applicable data protection regulations and are subject to an obligation of confidentiality.
Access to personal data is strictly limited to authorized employees on a "need-to-know basis".
User accounts are deactivated when user leaves company or function.
Dedicated procedures for security and privacy incidents are in place.
Regular training of employees in data privacy and IT security.

SCHEDULE C

SUBPROCESSORS LIST

It is expressly agreed between the Parties that, as of the date of the main agreement, DATAGMA uses the following subprocessors, and that Client authorizes DATAGMA to use the services of said subprocessors:

Name	Location of the data centers	Purpose
Data brokers	USA	Data enrichment purposes
Amazon Web Services	Germany and Ireland	Hosting purposes
Google	Belgium	Hosting purposes