General conditions of Oliverlist

The present general conditions of Oliverlist (the"General Conditions") govern the relations between Aivoni, a simplified joint stock company registered in the Nanterre Trade and Companies Register under the number 808 785 166, with a capital of 20,000 euros, whose registered office is located at 4 Avenue JB Clément 92100, Boulogne-Billancourt, France ("Aivoni") and any individual or legal entity who has subscribed to an account on the solution edited by Oliverlist (the"Customer").

Hereinafter collectively referred to as"The Parties" and individually referred to as"The Party".

1. Definitions

Words and phrases capitalized in the General Conditions shall have the meanings set forth in this section, whether used in the singular or plural:

1. "Authorized Users" The Authorized User is the identified user, a natural person authorized to access Oliverlist. The authorized user can be an employee, agent and/or service provider of the client.‍
2. "Customer Data" The data relating to Customer's prospects and customers obtained via Oliverlist based on information provided by Customer.‍
3. "Confidential Information" Information means any information communicated (in writing, orally or by any other means) directly or indirectly by Customer to Aivoni before or after the effective date of the Terms and Conditions, including, without limitation, information relating to the Services as well as Customer's operations, processes, plans, know-how, trade secrets, inventions, techniques, business opportunities and activities.‍
4. "The Commission" The amounts owed by Customer to Aivoni, as specified in the Order, for Services relating to actual appointments between Customer and its prospects as generated by Oliverlist.‍
5. "Force Majeure" "Events" means events external to the parties, unforeseeable and irresistible, as defined by French jurisprudence.The following events are deemed to constitute a case of force majeure (without claiming to be an exhaustive list): war (declared or not); terrorist act; invasion; rebellion; blockade; sabotage or act of vandalism; strike or social conflict, total or partial, external to both Parties; bad weather (in particular floods, storms and hurricanes); events declared "natural disasters"; invasion of zombies; fire; epidemic; blockages of transport or supplies (in particular energy); failure of supplies of electrical energy, heating, air conditioning, telecommunication or data transport network; failure of satellites.
6. "Terms and Conditions" means the user manuals, user instructions, technical literature and all other documents relating to the use of Oliverlist, in whatever form, provided to Customer by Aivoni under the Terms and Conditions available. at this URL.
7. "License Fee "The amounts owed by Customer to Aivoni, as specified in the Order, for Services relating to Customer Data.
8. "Oliverlist" means the software solution developed and published by Aivoni that provides the Customer Data.
9. "Order"means the proposal for services submitted by Aivoni and accepted by the client through Oliverlist.
10. "Services "The services provided by Oliverlist, as specified in the order, regarding lead generation leading to B2B appointments with the client's prospects and/or additional functionalities related to the client's data.

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2. Objective

The purpose of the Terms and Conditions is to define the terms and conditions under which Aivoni, in consideration of the payment of the License, grants the Customer the right to use Oliverlist.

3. Duration of the agreement

The general conditions come into force on the date of signing the first order for an indefinite period.

The Customer may terminate the Order by request to his account manager. Campaigns will cease at the end of the current calendar month.

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4. Access and use of Oliverlist

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1. Initialization of Oliverlist

To register on Oliverlist, the customer must fill in the fields of the registration form with complete and accurate data and accept the general conditions.

The information provided by the Customer is used to create the Customer's main user account on Oliverlist. During this phase of creation of the main account, the Client chooses the identifier and password that will be attached to it. When choosing passwords, Aivoni advises the Customer to respect the recommendations of the Commission Nationale de l'Informatique et des Libertés (CNIL) on passwords in order to guarantee a minimum level of security (at least twelve characters and four different types: lower case, upper case, numbers and special characters).

In case of incomplete or erroneous declaration, the accounts of the Customer and of the Authorized Users may be closed by right, without notice or formality. When the Customer is a private individual, he declares and guarantees that he uses Oliverlist in the framework of his professional activity and that, as such, he cannot be qualified as a consumer in the sense of the preliminary article of the Consumer Code.

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2. User authorization

The Customer undertakes to ensure that Authorized Users are competent natural persons, familiar with the use of computer tools, professional in online marketing and informed by the Customer of all matters relating to the processing of personal data and their use in advertising and/or communication activities.

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3. Login/password by authorized users

The Customer acknowledges and accepts that it is not possible to access Oliverlist without entering a login and password. The Client is solely responsible for the security of the login and password provided by Aivoni. The Client undertakes to inform Aivoni without delay of any unauthorized access, proven or suspected, to a login or password at the address contact@oliverlist.com. Any action performed via a login assigned to the Customer will be deemed to have been performed by the Customer, unless the Customer has previously reported the login concerned as lost or stolen, thereby allowing Aivoni a reasonable period of time to deactivate the said login. In this context, the Customer is responsible for compliance with the Terms and Conditions by each of its Authorized Users.

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5. Description of the services

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1. Access to services

Oliverlist is a software solution that allows the Client to search for and obtain the company data of its prospects and/or clients in order to create targeting campaigns. The Client undertakes not to share any access of an Authorized User with a third party. In this context, the Customer is responsible for the respect of the General Conditions by each of its Authorized Users. The Customer acknowledges having carefully read the General Terms of Use available hereafter at this URL and agrees to be bound by them.

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2. Right to use Oliverlist - Intellectual property

Aivoni, in consideration of the payment of the License, grants the Customer and Authorized Users, for the duration of the Terms and Conditions, the non-exclusive, personal and non-transferable right to use Oliverlist in accordance with the Terms and Conditions. The Customer is responsible for the compliance of the Users with the Terms and Conditions and may not transfer the license in any manner whatsoever without the prior consent of Aivoni.In accordance with the right to use Oliverlist, the Customer and Authorized Users are expressly prohibited from:

1. analyze, or have someone analyze, in the sense of observing, studying and testing, the operation of Oliverlist in order to identify the ideas and principles upon which the program elements are based when Oliverlist performs the tasks of loading, displaying, operating, transmitting or storing ;
2. in the situation where it has had access to the source code for any reason whatsoever, make use of the said source code in any way whatsoever with the exception of the right granted by Article L. 122-6-1 of the Intellectual Property Code, any interaction by Aivoni in this respect being subject to payment by the latter of the associated costs;
3. modify, improve, translate Oliverlist, including to correct bugs or errors, Aivoni exclusively reserving this right in accordance with article L. 122-6-1 I 2° of the French Intellectual Property Code;
4. transfer, lease, sublease, sell, pledge or assign title to Oliverlist in whole or in part in any manner whatsoever;
5. not provide services through Oliverlist to any third party - other than a user - in any manner, including, but not limited to, a service bureau, application service provider (ASP), software as a service (SaaS) or outsourcing.

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3. Know-how

All ideas, know-how or techniques that may be developed by Aivoni, including improvements or modifications to Aivoni's computer programs, are the sole property of Aivoni. Aivoni may, in its sole discretion, develop, use, market and license any software or data processing materials that are similar to or related to Aivoni's developments for Customer. Aivoni shall have no obligation to disclose any ideas, know-how or techniques that it may develop that it considers proprietary and confidential.

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6. Financial conditions

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1. License and commissions

Access to Oliverlist is subject to the provision by the Customer of a valid means of payment as defined in the Terms of Use.In consideration of the use of Oliverlist, the Customer shall pay to Aivoni the Commission and, if applicable, the License Fee.The Commission is calculated on the basis of the number of appointments scheduled by the Customer via Oliverlist under the conditions specified in the Terms of Use.The License Fee is determined at the time of subscription to the corresponding Service via Oliverlist.

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2. Terms of payment

For the provision of the Services, (i) the License Fee is payable in advance on a monthly basis; and (ii) the Commission is invoiced and due upon an appointment being deemed effective and is paid as provided in the Terms and Conditions. The License Fee and/or Commission do not include any applicable taxes, duties, tariffs, value added taxes or any other taxes, which must be paid by the Customer in addition:

1. any amount remaining unpaid will automatically bear interest, accruing daily until the date of full payment of principal, interest, fees and additional costs, at a rate equal to five (5) times the applicable legal interest rate, without the need for any further notice of default and without prejudice to any claim for compensation that Aivoni reserves the right to seek by judicial means ;
2. Aivoni reserves the right, at its sole discretion, with or without notice, to suspend performance of any current or future Service until all amounts due are paid in full;
3. Any delay in the payment of invoices will result in the immediate application of an annual interest rate of 12% on the unpaid amounts as well as forty (40) euros per invoice for collection costs, in accordance with art. L 4414-10 of the Commercial Code; and
4. all sums still owed by the Customer to Aivoni become immediately due and payable.

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7. Responsibility of Aivoni

The Services will be provided within the framework of the General Terms and Conditions by Aivoni, which undertakes, unless expressly stipulated otherwise, to exercise due diligence.Unless expressly stipulated otherwise, Aivoni's obligations under the General Terms and Conditions are obligations of means.Aivoni undertakes to ensure that all of its personnel use their know-how and knowledge to ensure the proper performance of the Services. In the event of difficulties in the provision of the Services, Aivoni undertakes to inform the Client immediately. Aivoni reserves the right to modify at any time the characteristics of its technical infrastructure, the choice of its technical suppliers and the composition of its teams.

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8. Client's responsibilities

The customer agrees to:

1. strictly comply with the instructions for use set out in the general conditions of use;
2. not to import into Oliverlist any data that could harm Oliverlist and/or violate the rights of a third party;
3. have an up-to-date Internet browser and a high-speed Internet connection, the costs of which are at their own expense
4. to make backups of all his data, before the first use of Oliverlist and each time he deems it necessary. Aivoni can in no way be held responsible for any loss of data suffered by the Customer;
5. not take any action to damage the reputation of Oliverlist or Aivoni, Aivoni's or its licensors' trademarks, and any other products of Aivoni or its licensors;
6. use Aivoni's name and trademarks only in the manner prescribed by Aivoni in writing, unless otherwise agreed in writing by the parties;
7. inform Aivoni of any potential defect discovered while using Oliverlist ;
8. promptly notify Aivoni of any legal notice, claim or action directly or indirectly related to Oliverlist and not commence or compromise any legal action or other proceeding related to Oliverlist without the prior written consent of Aivoni ;
9. not to use Oliverlist for any illegal purpose or in any illegal manner, including in violation of Aivoni's or any other third party's intellectual property rights

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9. Privacy

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1. Confidential information

Confidential information does not include

1. Information that is currently available or becomes available to the public without either party breaching the Terms and Conditions;
2. Information lawfully held by one party prior to disclosure by the other party;
3. Information that is not derived directly or indirectly from the use of all or part of the Confidential Information ;
4. Information validly obtained from a third party authorized to transfer or disclose such information.

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2. Commitment to confidentiality

Customer agrees, on behalf of itself and its employees, agents, subcontractors and Customers, for the duration of the General Terms and Conditions and for a period of five (5) years after the termination of the General Terms and Conditions:

1. Not to use the Confidential Information for any purpose other than to perform its obligations under the Terms and Conditions;
2. Take all the precautions it would take with its own valuable confidential information, it being understood that such precautions shall be no less than those of a diligent professional;
3. Not to disclose confidential information to anyone by any means except to its employees, agents, service providers or subcontractors for whom such information is necessary to fulfill each party's obligations.

Upon the expiration of the Terms and Conditions, each Party will promptly return to the other Party all Confidential Information, in any format, that it has obtained under the Terms and Conditions. Neither Party will retain copies in any format without the express prior written consent of Aivoni.

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10. data protection

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1. Processing of customer data

In the context of the execution of the General Terms and Conditions, Aivoni may process, among the Customer Data, personal data on behalf of and for the account of the Customer.

Therefore, Aivoni acts as a subcontractor, with the Customer being responsible for the collection and processing of such personal data.

The Parties have entered into a contract in accordance with the provisions of Article 28 of Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the"GDPR") as set forth in Annex A.

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2. Data processing by Aivoni

In addition, Aivoni, in its relations with the Customer, may process, on its own behalf, the personal data of the Customer's employees, managers, subcontractors, agents and/or service providers.

In this context, the customer's staff has the right to access and, if necessary, rectify, delete and port their data. They also have the right to define directives on the fate of their personal data after their death.

In addition, the customer's personnel may object, for legitimate reasons, to the processing of personal data concerning him/her, withdraw his/her consent or even limit it.

These rights can be exercised at any time by writing to Aivoni at the following address: contact@oliverlist.com.

The client's staff has the possibility to lodge a complaint with a supervisory authority.

The Customer undertakes to inform its employees, directors, subcontractors, agents and/or service providers of these rights.

Aivoni will retain the personal data of the Customer's employees, officers, subcontractors, agents and/or service providers for a period of three (3) years after the expiration of the Terms and Conditions.

Aivoni will process this personal data for its own exclusive use within the framework of the General Terms and Conditions and will refrain from communicating it to a third party.

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11. Reversibility

Within forty-five (45) days of the expiration of the Purchase Order, Customer may export the Customer Data as set forth in this Section 11.

At the end of this reversibility period, Aivoni will proceed to the complete deletion of the personal data contained in the Customer Data, with the exception of the anonymous statistical data collected by Oliverlist in the context of providing services to the Customer.

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12. Responsibility

Aivoni will use its best efforts to ensure that Oliverlist complies with the provisions of the Terms of Use.

Any warranty other than those set forth in the Terms and Conditions is expressly excluded by Aivoni. In particular, Aivoni does not guarantee the absence of bugs, and consequently does not guarantee that the use of Oliverlist will be uninterrupted and free of errors. Aivoni expressly waives the French legal warranty for hidden defects ("garantie des vices cachés") provided for in articles 1641 et seq. of the French Civil Code.

Customer acknowledges that it has a good understanding of the Internet and its limitations. Customer agrees, but not limited to, that transmissions over the Internet are not secure and may be delayed, lost, intercepted or corrupted, and that the transmission of confidential information over the Internet is done by Customer at its own risk.

The Parties expressly agree that the provisions of this section have been agreed to by the Parties as part of a comprehensive negotiation process, such that each Party considers them to be justified and proportionate to the other commitments made under the General Conditions.

Aivoni is only liable for direct and foreseeable damages within the meaning of Articles 1231-3 and 1231-4 of the French Civil Code caused by Aivoni's failure to fulfill its obligations under the Terms and Conditions.

The Parties expressly agree that Aivoni shall not be liable for any loss of revenue, loss of business or profits, loss of customers, loss of opportunity, loss of image or reputation, any costs incurred in obtaining a substitute product, software, service or technology, or any technical difficulties in the delivery of messages via the Internet.

Aivoni will not be held responsible for any damage resulting from the destruction of files or data caused by the Customer's use of one or more items supplied with Oliverlist.

If Aivoni is ordered to pay a financial penalty for any reason, the amount of compensation awarded to Aivoni shall not exceed the total amount of payments received by Aivoni during the twelve (12) months preceding the claim.

In any event, the Customer must file a claim against Aivoni for breach of the Terms and Conditions within twelve (12) months from the date of such breach, which the Customer hereby expressly acknowledges and agrees to.

Aivoni will not be held responsible for any damage caused by the Customer's failure to comply with its own obligations.

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13. Cessation of activity

Each party shall have the right, without prejudice to any claims for damages which it reserves the right to seek by judicial means, to terminate the terms and conditions and/or the order with immediate effect in the event of a material breach by the other party of any of its essential obligations under the terms and conditions, if the breaching party does not remedy such breach within thirty (30) working days of receipt of the notification of the breach by the other party, in writing and by registered letter with advice of delivery.

In the event of termination of an order for any reason, Customer shall immediately cease to use any items provided as part of the Services under such order.

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14. Miscellaneous

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1. Assignment/Transfer of Terms and Conditions

Aivoni shall have the right to transfer all or part of the rights and obligations resulting for it from the General Terms and Conditions to any third party of its choice, including to any subsidiary to be formed and/or in the event of a merger, demerger, partial contribution of assets or total or partial transfer of its business.

It is expressly agreed between the parties that any change in the ownership structure of Aivoni, including a change of control, will not affect the performance of the Terms and Conditions.

The Customer is not permitted to transfer all or part of its obligations under the Terms and Conditions in any manner whatsoever without the prior express written consent of Aivoni.

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2. Communication - Advertising

Client agrees to be included on Aivoni's client reference list. This acceptance includes being mentioned in press releases or project reports, and that the Terms and Conditions may be used as an example of mutually beneficial collaboration for marketing purposes.

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3. Notification - Calculation of time limits

Any notice required or necessary under the provisions of the Terms and Conditions must be in writing and shall be deemed valid if sent by email to Aivoni at contact@oliverlist.com.

Unless otherwise provided in an article of the General Terms and Conditions, time limits are calculated per calendar day. Any time period calculated from a notice shall run from the first attempt to deliver it to the addressee, as evidenced by the postmark.

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4. Force Majeure

Neither party shall be liable if the performance of its obligations is delayed, restricted or rendered impossible due to force majeure.

If an event of force majeure occurs, the performance of the obligations of each party shall be suspended. If the Force Majeure event lasts for more than one (1) month, the Terms and Conditions may be terminated at the request of the more diligent of the Parties, without either Party being liable. Each of the Parties shall bear its own costs that may result from the Force Majeure.

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5. Suppliers - Contractors - Subcontractors

During the term of the Terms and Conditions, Aivoni is free to use any supplier, service provider and/or subcontractor of its choice.

In this context, Aivoni remains responsible for the provision of the Services in accordance with the Terms and Conditions.

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6. Evidence

The computerized registers will be kept in Aivoni's computer systems under reasonable security conditions and will be considered as proof of the exchanges and/or actions carried out by the Users, which the Customer declares to accept.

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7. Waiver

The fact that either party does not exercise any of the rights conferred on it by the general conditions shall not be considered as a waiver of that right, such waiver being deemed acquired only after express declaration by the party in question.

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8. Integral

The general terms and conditions constitute the entire agreement between the parties, to the exclusion of any other document, in particular those which could be issued by the customer before or after the acceptance of the general terms and conditions by the customer.

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9. Validity

If one or more of the provisions of the General Terms and Conditions are declared invalid by a competent court, the remaining provisions shall remain in full force and effect.

The invalidated provision shall be replaced by another provision that comes as close as possible in scope and meaning to the scope and meaning of the invalidated provision, but consistent with applicable law and the mutual intent of the parties.

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10. Modification of the general conditions

Aivoni reserves the right to make any changes it deems necessary and useful to the terms and conditions at any time.

In case of modification of the Terms and Conditions, Aivoni undertakes to make the Customer accept the new terms and conditions, fifteen (15) days before the date of their entry into force.

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15. Applicable law - Jurisdiction

The general conditions are governed by French law.

The Parties expressly agree to submit any dispute relating to the General Terms and Conditions (understood as any dispute relating to its negotiation, conclusion, execution, cancellation and/or termination) and/or relating to the commercial relations between the Parties and to the termination thereof, to the exclusive jurisdiction of the Courts of Paris, notwithstanding multiple defendants or third party proceedings, and including summary proceedings and ex parte motions.

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APPENDIX A

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Subcontracting Agreement

For all purposes, all terms used in this Schedule with the first letter of each word capitalized shall have the same meaning as in the Aivoni Terms and Conditions.

1. Purpose of these clauses

Aivoni is obliged to process personal data within the scope of the execution of the general terms and conditions.

Aivoni (the"Processor") acts as a subcontractor, with the client (the"Controller") being responsible for the collection and processing of such personal data.

The purpose of these clauses is to define the conditions under which the processor undertakes to carry out the processing of personal data defined below on behalf of the controller.

In the context of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the"GDPR").

2. Description of the outsourced personal data processing

The processor is authorized to process, on behalf of the controller, the personal data necessary to provide the service(s).

The categories of persons concerned are the end users of the services provided by the client and the users authorized to access Oliverlist by the client.

The purposes of the processing are as follows:

1. to provide services;
2. provide management services used by the client;
3. for statistical purposes;
4. to comply with current legislation;
5. to manage the relationship with the client;
6. to prevent fraud;
7. manage requests from data subjects to exercise their rights such as the right of access, rectification, deletion, opposition, erasure, limitation, portability, and concerning the use of personal data after the death of the data subjects.

Except with the consent of the persons concerned obtained under the conditions provided for by the applicable legislation, these operations must not lead to the creation of profiles likely to reveal sensitive data (racial or ethnic origins, philosophical, political, trade union or religious opinions, sexual life or health of the persons).

In any case, the controller is obliged to inform the processor in advance of any further processing envisaged and to ensure compliance with the applicable regulations. In particular, the controller is required to carry out, if necessary, a data protection impact assessment of the proposed processing under the conditions defined in Article 35 of the GDPR.

The personal data processed are or may be the following, if necessary, given the purpose of the processing in question:

1. identity (name, mailing address);
2. occupational data;

For the performance of the service subject to the general terms and conditions, the controller shall provide the processor with the information that ensures compliance with the applicable legal provisions and in particular the GDPR.

3. Duration of these clauses

These clauses take effect from the entry into force of the general terms and conditions, for the duration of the general terms and conditions.

4. Controller's commitments

The Controller agrees, in the performance of the Terms and Conditions, to:

1. transmit via Oliverlist only the customer data strictly necessary for the provision of the services;
2. document in writing any instructions regarding the processing of personal data by the processor;
3. respect the provisions of the law n°78-17 relating to data processing and freedoms, the GDPR and more generally the regulations applicable in France;
4. supervise the processing of personal data, including by carrying out audits in accordance with the conditions previously agreed with the processor;
5. ensure that there is a legal basis for the processing of personal data;
6. obtain, where appropriate, the consent of data subjects to the processing and/or transfer of their personal data;
7. provide all relevant information to data subjects at the time of data collection.

The processor is not liable for the controller's failure to comply with applicable regulations, unless the law expressly provides otherwise.

5. Subcontractor's commitments

In accordance with Articles 28 and 32 of the GDPR, the Processor undertakes:

1. take and maintain all necessary measures, including appropriate technical and organizational measures, to preserve the security and confidentiality of personal data entrusted to it by the controller for the provision of services, in order to prevent them from being distorted, altered, damaged or accessed by unauthorized persons;
2. ensure that persons authorized to process personal data on their behalf, in addition to having received the necessary training in the protection of personal data, respect confidentiality or are subject to an appropriate legal obligation of confidentiality;
3. comply with the applicable legal provisions relating to the conditions of processing and/or the destination of the data provided by the controller or to which he will have access in the context of the provision of the services;
4. to act only on the documented instruction of the controller for the processing of the personal data in question;
5. to use the personal data collected or to which it may have access solely for the purpose of providing the Services to the Controller;
6. not to use the personal data collected or to which it may have access in the course of performing the Contract for purposes contrary to the Contract in accordance with the applicable regulations, and to transfer them only to a third party indicated or authorized by the Data Controller;
7. not to resell or transfer personal data which are strictly confidential;
8. assist the data controller, to the extent possible, in implementing appropriate technical and organizational measures, as well as in fulfilling its obligation to respond to requests from data subjects to exercise their rights of access, rectification, erasure, objection, limitation and portability of data ;
9. assist the controller, to the extent possible and in light of the information provided by the controller, in complying with its obligations to: (a) notify the supervisory authority of a personal data breach; (b) communicate a personal data breach to the data subject; and (c) conduct a data protection impact assessment.

The Processor may use another Processor to perform specific processing activities. In this case, the Processor shall inform the Controller in advance in writing of any proposed changes regarding the addition or replacement of other Processors. The data controller shall have a minimum of seven (7) days from the date of receipt of such information to present its objections. Such subcontracting may only be carried out if the data controller has not raised any objections within the agreed period.

The list of second-tier subcontractors is available here :

• Apollo.io
• captaindata.co

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