Terms of Services

These Terms of Service (together with any applicable Order Form, the "Agreement") govern access to and use of the Reverse Contact platform and associated services provided by Visum, a French société par actions simplifiée ("Visum," "we," "us," or "our"). Please read this Agreement carefully before using the Services.

1. DEFINITIONS

1.1 "API" means the application programming interface made available by Visum at https://api.reversecontact.com/v2 (or such other base URL as Visum may designate from time to time) through which Customers access the Services programmatically.

1.2 "API Key" means the unique authentication credential (prefixed rc_) issued by Visum to a Workspace and used to authenticate API requests via the Authorization header.

1.3 "Check Endpoint" means any API endpoint designated in the Documentation as returning only metadata or status information without returning substantive Data, including but not limited to /v2/fetch/persons/check and /v2/fetch/companies/check.

1.4 "Confidential Information" has the meaning set out in Section 12.

1.5 "Credit" means the unit of consumption used to measure and charge for use of the Services, as further described in Section 4.

1.6 "Customer" means the legal entity (or, where permitted, the individual) that accepts this Agreement, registers a Workspace, and uses the Services, as identified in the applicable Order Form or self-service account registration.

1.7 "Customer Data" means any data, content, or information submitted by or on behalf of Customer to the Platform or processed by Visum on Customer's behalf, including but not limited to email addresses, names, or other identifiers used as inputs to API requests. Customer Data does not include Data returned by the Services.

1.8 "Data" means the professional and business information returned by the Services in response to API requests, including person profiles, company profiles, email addresses, firmographic data, and related structured data, sourced from Visum's proprietary data lake.

1.9 "Documentation" means Visum's technical and user documentation for the Platform and Services, as made available at https://docs.reversecontact.com or such other URL as Visum may designate, as updated from time to time.

1.10 "Effective Date" means the earlier of: (a) the date Customer clicks "I agree" or otherwise accepts this Agreement electronically; (b) the date Customer first accesses or uses the Services; or (c) the date of execution of an Order Form that incorporates this Agreement by reference.

1.11 "Fees" means all amounts payable by Customer for access to and use of the Services, including subscription fees, Credit purchase prices, and any applicable overage charges, as set forth in an Order Form or the Platform pricing pages.

1.12 "Force Majeure Event" has the meaning set out in Section 19.

1.13 "Intellectual Property Rights" means all patents, utility models, rights to inventions, copyright and neighboring rights, moral rights, trademarks, trade names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights, in each case in any country or jurisdiction.

1.14 "Live Endpoint" means any API endpoint designated in the Documentation as capable of retrieving real-time or near-real-time Data, typically involving asynchronous processing and/or webhook delivery.

1.15 "Order Form" means a written or electronic ordering document (including a quote, purchase order, or online subscription checkout) executed or accepted by both parties that sets forth the specific commercial terms for a Subscription Term, including Credit quantities and Fees.

1.16 "Plan" means any of the service plan types under which Customer accesses the Services, as described in Section 3.9, including the Trial Plan (Section 3.10), the Pay-as-you-go Plan (Section 3.11), Legacy Subscription Plans (Section 3.12), and the Enterprise Plan (Section 3.13).

1.17 "Platform" means the Reverse Contact web application, API, administrative console, and all related software, infrastructure, and services operated by Visum and made available to Customer under this Agreement.

1.18 "Services" means the data enrichment and intelligence services provided through the Platform, including API access, webhook capabilities, and any other features and functionalities described in the Documentation.

1.19 "SLA" means the service level agreement set out in Section 7.

1.20 "Subscription Term" means the period during which Customer is authorized to access and use the Services, as specified in the applicable Order Form or, for self-service accounts, as displayed in the Customer's account settings, commencing on the Effective Date.

1.21 "Usage Endpoint" means the API endpoint /v2/usage (or any successor endpoint) used to retrieve Credit consumption information for a Workspace, which is always free of charge. Usage logs are accessible in self-service for a minimum period of twenty-four (24) months from the date of each recorded transaction; retention beyond that period is at Visum's discretion, and Customer may request older records through Visum's support team on a best-efforts basis.

1.22 "Webhook" means the HTTP callback mechanism through which Visum delivers asynchronous API responses to a Customer-specified HTTPS endpoint, as further described in Section 6.

1.23 "Workspace" means a logical account environment within the Platform through which a Customer manages API Keys, Credit balances, rate limit configurations, and associated settings. A single Customer may operate one or more Workspaces. Each Workspace maintains its own independent Credit balance, rate limits, and API Key set. References in this Agreement to "Workspace" apply independently to each Workspace operated by Customer.

2. ACCEPTANCE AND SCOPE

2.1 Binding Effect

By clicking "I agree," registering for a Workspace, executing an Order Form, or otherwise accessing or using the Services, Customer agrees to be bound by this Agreement. If Customer is accepting on behalf of a legal entity, Customer represents and warrants that it has full authority to bind that entity. Customer further represents and warrants that any payment method provided to Visum is legitimately owned or authorized for use by Customer, and that Customer is authorized to make payments using such method. If Customer does not agree to this Agreement, it must not access or use the Services.

2.2 Entire Agreement

This Agreement, together with all Order Forms, the Documentation, the Privacy Policy, any applicable Data Processing Agreement (the "DPA"), and any other terms incorporated by reference herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, or understandings between the parties, whether written or oral, relating to the subject matter hereof.

2.3 Order of Precedence

In the event of any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence shall apply (highest to lowest): (i) an Order Form (including any annexes, schedules, or addenda thereto); (ii) these Terms of Service; (iii) the Documentation. An Order Form may include terms that modify, supplement, or override provisions of these Terms of Service for the specific Customer , including, without limitation, custom Credit allocations, bespoke SLA commitments, modified data freshness thresholds, or tailored commercial terms , provided that such deviations are explicitly set forth in the Order Form. No terms or conditions in any Customer purchase order, vendor registration form, or other Customer-issued document shall modify or supplement this Agreement, even if Visum accepts or processes such document, unless Visum expressly agrees in writing.

2.4 Updates

Visum may update these Terms of Service as described in Section 16. Customer's continued use of the Services after the effective date of any update constitutes acceptance of the updated terms.

‍

3. SERVICES AND ACCESS

3.1 Platform Description

The Platform provides B2B data enrichment capabilities by enabling Customers to query Visum's proprietary data lake, which aggregates publicly available professional and business information using open-source intelligence methodologies. The Services allow Customers to retrieve, verify, and enrich professional data relating to individuals and companies for legitimate B2B purposes.

3.2 API Access

Subject to the terms of this Agreement and payment of all applicable Fees, Visum grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the API solely for Customer's internal business purposes during the Subscription Term. Customer shall access the API using its assigned API Keys and in accordance with the Documentation. For the avoidance of doubt, "internal business purposes" means purposes related to Customer's own business operations. The use of the Services on behalf of, or for the primary benefit of, third parties (including Customer's own clients, whether under an agency, consultancy, or outsourcing arrangement) does not constitute an internal business purpose unless Customer has obtained Visum's prior written authorization or is operating under an Embedded Use arrangement in accordance with Section 9.7.

3.3 Workspaces

Customer may create and operate one or more Workspaces within the Platform. Each Workspace is an independent unit of account management, access control, and Credit allocation. Credits purchased or allocated under an Order Form are assigned to a specific Workspace and are not shared or transferable between Workspaces unless expressly agreed in an Order Form. Rate limits apply independently per Workspace. Customer is responsible for all activity occurring within each of its Workspaces, including activity by its employees, contractors, and any other authorized users (collectively, "Authorized Users").

3.4 API Key Management

Customer is responsible for maintaining the confidentiality and security of its API Keys. Customer shall not share API Keys with unauthorized third parties. Visum shall not be liable for any unauthorized use of the Services arising from Customer's failure to safeguard its API Keys. Customer shall promptly notify Visum if it suspects any unauthorized use of or access to its API Keys, including any accidental disclosure of an API Key in a public repository, forum, or other publicly accessible medium. Upon receiving such notification, Visum will use commercially reasonable efforts to revoke the compromised API Key within two (2) hours during business hours (CET) and will issue a replacement key. Credits consumed by unauthorized third parties between the time of compromise and the effective revocation of the key remain charged to Customer's Workspace; Visum shall have no obligation to refund or credit such consumption. Visum reserves the right to rotate or revoke API Keys at any time in connection with a suspected security incident or Customer's breach of this Agreement.

3.5 Documentation

Visum shall make the Documentation available to Customer during the Subscription Term. Visum may update the Documentation from time to time to reflect changes to the Services. Customer is responsible for reviewing the Documentation to understand how to use the Services, including applicable Credit costs, rate limits, and API behaviors.

3.6 Suspension of Access

Visum may suspend Customer's access to the Services, in whole or in part, without terminating this Agreement, in any of the following circumstances:

(a) Non-payment: If any amount owed by Customer is overdue by more than fifteen (15) days, Visum may suspend access after providing at least five (5) days' written notice to Customer. For the avoidance of doubt, all Fees accrued prior to and during any period of suspension remain due and payable in full;

(b) Acceptable Use violation: If Visum reasonably believes that Customer is in violation of Section 9, Visum may suspend access with immediate effect and without prior notice, pending investigation;

(c) Security risk: If Visum reasonably determines that Customer's use of the Services poses a security risk to the Platform or other Customers, Visum may suspend access with immediate effect;

(d) Legal or regulatory requirement: If Visum is required by law, regulation, or court order to suspend access, Visum may do so with immediate effect.

Suspension under this Section does not relieve Customer of its payment obligations. Visum will use commercially reasonable efforts to notify Customer promptly of any suspension and the reasons therefor (except where prohibited by law). Visum will reinstate access promptly once the condition giving rise to the suspension has been cured. Suspension is a distinct remedy from termination under Section 13 and does not limit Visum's right to terminate this Agreement.

(e) Inactive Account Deactivation: If a Workspace (i) has a zero Credit balance and (ii) has recorded no API activity (excluding requests to the Usage Endpoint) for a continuous period of ninety (90) days, Visum may, in its sole discretion, deactivate and subsequently delete that Workspace, together with all associated data, API Keys, and configuration, without prior notice to Customer. Customer acknowledges that deactivation under this Section is irreversible through self-service means; reactivation of a deactivated Workspace requires Customer to contact Visum's support team and is subject to Visum's approval at its sole discretion. Visum shall have no liability arising from the deactivation or deletion of an inactive Workspace under this Section.

(f) Chargeback: If Customer initiates or causes to be initiated a chargeback, payment reversal, or payment dispute with its bank, payment processor, or card network in respect of any Fees previously charged under this Agreement, and such chargeback is determined to be unfounded (i.e., the underlying charge was validly authorized and the Services were delivered in accordance with this Agreement), Customer acknowledges that such unfounded chargeback constitutes a material breach of this Agreement. In the event of any chargeback (whether or not ultimately determined to be unfounded), Visum may suspend Customer's access to the Services with immediate effect and without prior notice, pending resolution of the chargeback dispute. Customer shall be liable for and shall reimburse Visum for all administrative fees, processing fees, and penalties imposed on Visum by payment processors or card networks in connection with such chargeback, in addition to the original amount charged.

3.7 Beta Features

Visum may make available certain features or functionality designated as "beta," "preview," "experimental," or similar ("Beta Features"). Beta Features are provided on an "AS IS" basis, may be modified or discontinued at any time without notice, and are excluded from all SLA commitments and warranty obligations under this Agreement.

3.8 Legacy API Versions

Visum may continue to make available prior versions of the API (including the V1 API) alongside the current version. Unless explicitly stated otherwise in an Order Form or the Documentation, legacy API versions are provided on an "AS IS" and "AS AVAILABLE" basis, without any commitment regarding availability, performance, uptime, maintenance, or support. The SLA commitments set forth in Section 7, the Webhook Delivery Timeframe set forth in Section 6.6, and any other service level or support obligation in this Agreement apply exclusively to the current version of the API (V2 as of the date of this Agreement) and do not extend to legacy versions. Visum does not guarantee the continued availability of any legacy API version and may deprecate or discontinue a legacy version upon reasonable notice as specified in the Documentation. Customer's use of legacy API versions is at Customer's sole risk. For the avoidance of doubt, only API endpoints expressly listed in the Documentation are covered by the SLA, warranties, and support obligations of this Agreement; endpoints that are not documented (whether discovered by Customer through testing, reverse engineering, or otherwise) may be modified, rate-limited, or removed at any time without notice and without liability to Visum.

3.9 Service Plans , General

The Services are made available under several plan types, each carrying distinct terms governing Credit allocation, rate limits, and billing obligations: (a) the Trial Plan (Section 3.10); (b) the Pay-as-you-go Plan (Section 3.11); (c) Legacy Subscription Plans (Section 3.12); and (d) the Enterprise Plan (Section 3.13) (each, a "Plan"). The Plan applicable to a given Workspace is determined at the time of Workspace registration or, for Enterprise Customers, as specified in the applicable Order Form. In the event of any conflict or inconsistency between the plan-specific terms set out in this Section 3 and the general terms set out elsewhere in this Agreement, the plan-specific terms shall prevail to the extent of that conflict, solely with respect to the relevant Plan and the subject matter addressed by the plan-specific provision.

3.10 Trial Plan

(a) Trial Period. Visum may, in its discretion, offer Customer free access to the Services for a period of seven (7) days commencing on the date of Workspace creation (the "Trial Period"). Trial access is granted solely for the purpose of evaluating the Services and is subject to the terms of this Section 3.10 in addition to the general terms of this Agreement.

(b) Credit Allocation. The number of Credits allocated to a Trial Workspace is as specified on the Platform at the time of registration. Visum reserves the right to modify the Credit allocation applicable to new Trial Workspaces at any time and without prior notice to prospective Customers. Credits allocated under the Trial Plan have no monetary value and may not be carried forward to any paid Plan.

(c) Rate Limits. During the Trial Period, access to the API is subject to a rate limit of sixty (60) requests per minute per Workspace. Trial rate limits are not subject to uplift or negotiation.

(d) Suspension of Paid Endpoints upon Expiration. Upon expiration of the Trial Period, Customer's access to any API endpoint that consumes Credits ("Paid Endpoints") shall be automatically suspended. For the avoidance of doubt, the following endpoints shall remain fully accessible to the Customer following trial expiration at no charge, to enable Customer to review its usage history and, if desired, convert to a paid Plan: (i) Check Endpoints; and (ii) the Usage Endpoint.

(e) Conversion to Paid Plan. Customer may convert to a paid Plan at any time during or after the Trial Period by selecting and activating a Plan through the Platform. Trial Workspaces that have not been converted to a paid Plan within thirty (30) days following expiration of the Trial Period may be permanently deleted by Visum at its sole discretion, together with all associated data, API Keys, and configuration. Visum shall have no liability arising from such deletion.

(f) One Trial per Customer. Trial access is limited to one (1) Trial Period per Customer, determined by reference to legal entity identity, registered email domain, payment method on file, or such other criteria as Visum may apply in its reasonable judgment. Visum reserves the right to deny or revoke trial access if it reasonably believes that Customer, or any entity or individual acting on Customer's behalf, has previously benefited from a Trial Period or is attempting to circumvent the single-trial limitation.

(g) No Service Levels or Support Obligations. The Trial Plan is provided on an "AS IS" and "AS AVAILABLE" basis, without any warranty, support obligation, service level commitment, or Webhook delivery timeframe commitment. The SLA set out in Section 7, the Webhook Delivery Timeframe set out in Section 6.6, and any other service level or support obligation in this Agreement do not apply to Trial Workspaces. Visum's sole obligation during the Trial Period is to provide access to the Services on a best-efforts basis.

(h) Modification or Discontinuation. Visum reserves the right to modify the terms and conditions of the Trial Plan, reduce Trial Period Credit allocations, shorten the Trial Period, or discontinue the Trial Plan entirely, at any time and without prior notice.

3.11 Pay-as-you-go Plan

(a) No Subscription; Credit Purchases. The Pay-as-you-go Plan ("PAYG Plan") is a non-subscription access model under which Customer purchases Credits on demand, in such quantities and at such per-Credit prices as are set forth on the Platform's pricing pages at the time of each purchase. Credits are credited to Customer's Workspace only upon confirmed receipt of payment by Visum's payment processor; if a payment fails, is declined, or is reversed, no Credits shall be credited and any Credits provisionally allocated shall be clawed back. PAYG Plans are not subscriptions and are not subject to any recurring billing obligation or to the auto-renewal provisions of Section 13.2.

(b) Credit Validity Period , Rolling Expiration. Credits purchased under the PAYG Plan are valid for a period of twelve (12) months from the date of the most recent Credit purchase associated with the Workspace (the "Credit Validity Period"). The Credit Validity Period is calculated on a rolling basis: each new Credit purchase by Customer resets the expiration date of all Credits then held in the Workspace , both the newly purchased Credits and any pre-existing Credits , to twelve (12) months from the date of that most recent purchase. Accordingly, Customers who regularly purchase Credits will find that their entire Credit balance remains valid for twelve (12) months from their last purchase, regardless of when earlier Credits were originally acquired. If no new Credit purchase is made within twelve (12) months following the date of the most recent prior purchase, all remaining Credits in the Workspace shall expire automatically at the end of that twelve (12) month period.

(c) Degressive Pricing. The per-Credit price under the PAYG Plan decreases as the volume of Credits purchased in a single transaction increases, in accordance with the volume pricing schedule set forth on the Platform pricing pages ("Degressive Pricing"). Visum reserves the right to modify the Degressive Pricing schedule at any time; however, any modification to pricing shall apply only to Credit purchases made after the effective date of such modification. Credits already purchased are not subject to retroactive repricing.

(d) Rate Limits. Under the PAYG Plan, access to the API is subject to a default rate limit of five hundred (500) requests per second per Workspace. This high-throughput default is designed to accommodate production-scale integration workflows.

(e) Rate Limit Uplift. Customer may request an increase to the default PAYG rate limits beyond the standard threshold set out in Section 3.11(d) by contacting Visum through the support channels specified in the Documentation or the Platform's administrative console. Rate limit increases may be subject to additional Fees and a technical feasibility assessment, as agreed between the parties. Any approved rate limit adjustment shall be confirmed by Visum in writing (which may include confirmation via the Platform's administrative console) and shall constitute a binding modification of the applicable rate limit for the relevant Workspace.

(f) Agreement Continuity. The Agreement remains in effect for as long as Customer maintains an active Workspace with a positive Credit balance, or until terminated by either party in accordance with Section 13. The expiration of Credits pursuant to Section 3.11(b) does not, by itself, terminate this Agreement; however, a Workspace with a zero Credit balance may be subject to deactivation as described in Section 13.1.

(g) Service Level and Webhook Commitment. The SLA set out in Section 7 and the Webhook Delivery Timeframe set out in Section 6.6 apply to PAYG Plans in the same manner as to subscription-based Plans.

3.12 Legacy Subscription Plans

(a) Availability. Visum has historically offered time-limited subscription plans on a monthly or annual basis at various price points and Credit allocations ("Legacy Plans"). With effect from the date of this Agreement, Legacy Plans are no longer available for new Workspace registrations. Existing Customers on Legacy Plans continue on such plans solely as described in this Section 3.12.

(b) Governing Terms. Existing Customers on Legacy Plans shall continue to be governed by the specific commercial terms applicable to their Plan at the time of their original subscription, including pricing, Credit allocations, any rollover provisions expressly specified therein, and rate limits, as documented in the applicable Order Form or as recorded on the Platform at the time of subscription. In the event of any conflict between this Section 3.12 and an existing Customer's original Order Form, the Order Form shall prevail pursuant to Section 2.3.

(c) Expiration of Credits upon Lapse. For Legacy Plans that include a fixed monthly or annual Credit allocation: unused Credits allocated under a Legacy Plan shall expire at the end of the applicable Subscription Term and shall not roll over to any renewal period, unless the Customer's original Legacy Plan terms expressly provide for rollover. In addition, and notwithstanding any other provision of this Agreement, if a Legacy Plan subscription lapses , whether by reason of non-renewal, Customer-initiated cancellation, or non-payment , any and all Credits that were allocated under that Legacy Plan and remain unused as of the effective date of such lapse shall expire immediately and automatically upon that date. Customer expressly acknowledges and agrees that the maintenance of an active Legacy Plan subscription is a condition precedent to Customer's right to retain access to any Credits allocated thereunder. Customer shall have no claim to compensation or Credit reinstatement on account of unused Legacy Plan Credits that expire pursuant to this Section 3.12(c).

(d) Sunset and Migration. Visum reserves the right to sunset or migrate any or all Legacy Plans at any time, provided that Visum shall give at least sixty (60) days' prior written notice to affected Customers before the effective date of any such sunset or mandatory migration. Following receipt of such notice, Customers will be offered the opportunity to migrate to a then-current Plan (such as the PAYG Plan) on terms made available by Visum at that time. If a Customer does not affirmatively elect a migration option prior to the expiration of the sixty (60) day notice period, that Customer's Workspace shall automatically transition to the Pay-as-you-go Plan at the standard pricing then in effect. Visum shall have no obligation to match, preserve, or replicate any Legacy Plan pricing, Credit allocations, rollover terms, or other commercial terms upon or following such migration. Customer acknowledges that Credits allocated or purchased under a Legacy Plan may have been denominated under a different Credit cost schedule than the one applicable to the current version of the Services (V2). Legacy Credits are not automatically convertible to V2 Credits on a one-for-one basis; upon migration, any remaining Legacy Credits shall expire in accordance with Section 3.12(c), and Customer shall purchase new Credits under the applicable current Plan at the then-current pricing. Visum shall have no obligation to provide conversion, exchange, or compensation for differences in Credit value between Legacy Plans and current Plans.

(e) Service Levels. Legacy Plans are subject to the SLA and support commitments set forth in this Agreement, except to the extent that the applicable original Legacy Plan terms expressly provide otherwise.

3.13 Enterprise Plan

(a) Custom Terms. Enterprise Plans are available by separate written agreement with Visum. All commercial terms for Enterprise Plans , including Credit pricing, Credit allocation methodology, rate limits, SLA commitments, support tiers, data delivery obligations, and billing arrangements , are fully customized and governed by the terms of the Customer's individual Order Form.

(b) Order Form Governs. Enterprise Customers are governed primarily by the terms of their applicable Order Form, which may modify, supplement, or override any provision of these Terms of Service to the extent expressly set out in that Order Form, in accordance with Section 2.3. Enterprise Order Forms may include, without limitation: custom or enhanced SLAs, dedicated technical support, bespoke Credit pricing and minimum volume commitments, custom rate limits and burst capacity arrangements, and tailored data delivery and freshness commitments.

(c) Default to Terms of Service. In the absence of an express provision in the Order Form governing a particular matter, these Terms of Service shall apply as the default governing framework for all Enterprise Customers.

‍

4. CREDIT SYSTEM AND BILLING

4.1 Credit-Based Pricing

Access to the Services is governed by a Credit-based pricing model. Each API request consumes a number of Credits depending on the endpoint invoked, the data freshness mode, and whether a matching result is returned, as set forth in Section 4.2 below. Credits are prepaid, either as part of a subscription plan or through Credit top-up purchases, as specified in the applicable Order Form or Platform pricing pages.

4.2 Credit Cost Schedule

The following table sets out the Credit costs applicable to each endpoint category. Credits are charged upon successful completion of a request unless otherwise specified.

Customer selects the endpoint that matches its desired freshness and cost trade-off. "Live Response" means Data retrieved by calling a Live Endpoint (e.g., /v2/fetch/persons/live), which triggers a real-time data retrieval processed asynchronously and delivered via Webhook. "Cached Response" means Data served from Visum's internal database cache by calling a standard Fetch Endpoint (e.g., /v2/fetch/persons), delivered synchronously. "404" means no matching record was found for the query. The decision to use a Live or Cached endpoint rests entirely with the Customer; the Platform does not automatically switch between modes. The Credit costs in this table are indicative; the authoritative costs at any given time are as set forth in the Documentation. In the event of a conflict, the Documentation controls. Specific thresholds, pricing, or free-tier rules set forth in this Section may be overridden by the terms of an applicable Order Form.

4.3 Free Scenarios

No Credits shall be charged in the following circumstances:

(a) Error responses: Any request that results in an HTTP 400 (Bad Request), HTTP 429 (Too Many Requests), or 5xx (Server Error) response code;

(b) Stale cache: Any request to a standard Fetch Endpoint (not a Live Endpoint) where the cached Data exceeds the stale-data threshold specified in the Documentation (currently ninety (90) days as of the date of this Agreement). Data exceeding this threshold will be returned at no charge, though the response may indicate that the Data may be outdated. Visum reserves the right to adjust the stale-data threshold by updating the Documentation with reasonable prior notice. This free-scenario rule applies only to standard Fetch Endpoints and does not apply to Live Endpoints, Resolve Endpoints, Contact Endpoints, or Search Endpoints;

(c) Check Endpoints: Any request to a Check Endpoint, regardless of outcome;

(d) Usage Endpoint: Any request to the Usage Endpoint.

4.4 Credit Reservation for Asynchronous Requests

For requests to Live Endpoints processed asynchronously via the Webhook delivery mechanism described in Section 6, Visum will reserve the applicable Credits from Customer's balance at the time the job is created and queued. The final Credit charge will be determined upon job completion based on the actual outcome (e.g., whether Data was found), and any reserved but uncharged Credits will be released. If Customer's Credit balance is insufficient to cover the reserved amount at the time of job creation, the request will be rejected with an HTTP 402 (Payment Required) response.

4.5 No Rollover; Expiration

Credits are non-transferable between Workspaces or Customer accounts. Credit expiration rules vary by Plan type, as follows:

(a) Trial Plan: Credits allocated to a Trial Workspace expire upon expiration of the Trial Period, as described in Section 3.10. Unused Trial Credits have no monetary value and will not be converted, transferred, or refunded upon the expiration of the Trial Period.

(b) Pay-as-you-go Plan: Credits expire twelve (12) months from the date of the most recent Credit purchase associated with the Workspace, on a rolling basis as described in Section 3.11(b). If no new Credit purchase is made within twelve (12) months following the date of the most recent prior purchase, all remaining Credits in the Workspace expire automatically.

(c) Legacy Subscription Plans: Credits allocated under a Legacy Plan expire at the end of the applicable Subscription Term and do not roll over to any renewal period, unless the applicable Legacy Plan terms expressly provide for rollover. Credits also expire immediately upon any lapse of the Legacy Plan subscription (including by non-renewal, cancellation, or non-payment), as described in Section 3.12(c).

(d) Enterprise Plans: Credit expiration is as specified in the applicable Order Form.

Customer acknowledges that unused Credits represent a prepaid right to consume API calls and have no standalone monetary value independent of the Services. Unused Credits will not be refunded or carried forward upon expiration or termination of this Agreement, for any reason, except as expressly provided in the SLA remedy set forth in Section 7.5 or the Webhook Delivery Timeframe commitment set forth in Section 6.6. This Agreement is entered into between professional parties (professionnels) for business-to-business purposes, and Customer confirms that it is acting in its professional capacity and not as a consumer (consommateur) within the meaning of the French Consumer Code (Code de la consommation). Should any provision of this Section be found inapplicable under mandatory provisions of applicable law, the parties agree to negotiate in good faith an economically equivalent arrangement.

4.6 Non-Refundability

Except as expressly required by applicable mandatory law, as expressly provided in the SLA remedy set forth in Section 7.5, or as provided in the Webhook Delivery Timeframe commitment set forth in Section 6.6, all Fees paid or payable under this Agreement are non-cancelable and non-refundable. This applies regardless of whether Customer uses any or all of the Credits purchased. Notwithstanding the foregoing, Visum may, in its sole and absolute discretion, issue compensatory Credits or goodwill credits to Customer in connection with service incidents, technical issues, or other circumstances. Any such issuance is entirely voluntary, does not create a precedent, and does not give rise to any right or expectation of future issuance under similar or different circumstances.

4.7 Payment Terms

(a) Self-Service Accounts: Fees for self-service subscriptions and Credit top-ups are charged immediately upon purchase to the payment method on file. Customer authorizes Visum to charge recurring Fees upon each renewal of the Subscription Term.

(a-bis) Billing Currency: All Fees under this Agreement are denominated and invoiced in United States Dollars (USD), unless a different currency is expressly specified in an applicable Order Form. Where Customer's payment method is denominated in a currency other than the billing currency, any currency conversion shall be performed by the applicable payment processor at such processor's prevailing exchange rate at the time of the transaction. Customer bears all currency conversion costs and exchange rate risk. Visum is not responsible for exchange rates applied by payment processors or Customer's bank. Visum accepts payments exclusively through the payment methods made available on the Platform or as specified in the applicable Order Form; cryptocurrency and other non-traditional payment methods are not accepted unless expressly agreed in writing.

(b) Invoice Accounts: Customers on enterprise or Order Form-based plans will be invoiced according to the payment schedule set forth in the applicable Order Form. Unless otherwise specified in the Order Form, invoices are due and payable within thirty (30) days of the invoice date.

(c) Late Payments: Amounts not received by Visum by the applicable due date will accrue interest from the due date at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. Visum reserves the right to suspend Customer's access to the Services if any amount is overdue by more than fifteen (15) days, without prejudice to any other remedies available to Visum.

(d) Disputed Invoices: If Customer disputes any invoice or charge in good faith, Customer shall notify Visum in writing within fifteen (15) days of the invoice date, identifying the disputed amount and the basis for the dispute. The parties shall work together in good faith to resolve the dispute within fifteen (15) business days of Customer's notice. In the event of a discrepancy between Customer's internal records and Visum's records, the usage data recorded by Visum's systems and accessible via the Usage Endpoint (`/v2/usage`) shall be the authoritative record and shall prevail, unless Customer demonstrates a manifest error in Visum's records. Undisputed amounts remain due and payable by the applicable due date.

(e) Billing Errors: If Visum determines that Customer has been overcharged as a result of a billing error attributable to Visum (including duplicate charges, incorrect Credit pricing, or system malfunctions), Visum shall, upon confirmation of the error, refund or credit the overcharged amount to Customer within thirty (30) days. The non-refundability provisions of Section 4.6 do not apply to billing errors attributable to Visum. Customer must report suspected billing errors within sixty (60) days of the relevant transaction; Visum shall have no obligation to investigate or correct errors reported after that period.

4.8 Taxes

All Fees are stated exclusive of any applicable value-added tax, goods and services tax, sales tax, withholding tax, or similar taxes or levies ("Taxes"). Customer is responsible for the payment of all Taxes arising from or in connection with this Agreement (other than taxes on Visum's net income). If Visum is required to collect or remit Taxes, such Taxes will be invoiced to Customer and paid by Customer in addition to the Fees. If Customer is exempt from Taxes, Customer shall provide Visum with valid evidence of such exemption.

4.9 Price Changes

Visum may change the Fees applicable to future Subscription Terms or renewals by providing Customer with at least thirty (30) days' written notice prior to the end of the then-current Subscription Term. Any such changes shall take effect upon the commencement of the next Subscription Term. Continued use of the Services after the effective date of a price change constitutes Customer's acceptance of the new Fees.

‍

5. RATE LIMITS AND FAIR USE

5.1 Rate Limits

Access to the API is subject to rate limits as specified in the applicable plan section of this Agreement (Sections 3.10–3.13), the Documentation, and/or the applicable Order Form. Rate limits apply on a per-Workspace basis. The default rate limits by Plan type are as follows:

(a) Trial Plan: sixty (60) requests per minute per Workspace, as set out in Section 3.10(c);

(b) Pay-as-you-go Plan: five hundred (500) requests per second per Workspace (default), subject to uplift as described in Section 3.11(e);

(c) Legacy Plans: as specified in the applicable original Order Form or as recorded on the Platform at the time of subscription, as described in Section 3.12(b);

(d) Enterprise Plans: as specified in the applicable Order Form, as described in Section 3.13.

An optional daily request cap per Workspace may also apply depending on the Customer's Plan, as specified in the Documentation or Order Form. Rate limits are subject to change; current limits are always reflected in the Documentation and the Platform's administrative console.

5.2 Rate Limit Responses

Requests that exceed applicable rate limits will receive an HTTP 429 (Too Many Requests) response. The response will include headers indicating the time at which the Customer's request limit resets. Customer is responsible for implementing appropriate retry logic with back-off in accordance with the Documentation. For the avoidance of doubt, rate-limited responses (HTTP 429) do not constitute a degradation or interruption of the Services and shall not be taken into account for the purposes of the SLA calculation under Section 7.

5.3 Fair Use Policy

Customer shall use the Services in a manner consistent with this Agreement, the Documentation, and general fair use principles. Without limiting the Acceptable Use Policy in Section 9, Customer shall not:

(a) use automated tools or scripts in a manner designed to circumvent rate limits or artificially inflate API usage;

(b) make requests in patterns or volumes that materially exceed typical usage for Customer's stated use case;

(c) share API Keys or Workspace credentials with third parties in a manner that effectively pools usage across multiple unrelated organizations;

(d) create or operate multiple Workspaces or accounts for the purpose of circumventing rate limits, Credit expiration rules, trial limitations, or any other commercial or technical restriction applicable to a single Workspace or Plan.

Visum reserves the right to throttle, suspend, or terminate access to the Services if Visum reasonably determines that Customer's usage patterns violate this Fair Use Policy, after providing reasonable prior notice where practicable.

‍

6. WEBHOOKS AND ASYNCHRONOUS DELIVERY

6.1 Webhook Functionality

All Live Endpoints support asynchronous processing via the Webhook delivery mechanism. To initiate an asynchronous request, Customer must provide a webhookUrl parameter (specifying the HTTPS endpoint to receive the callback) and, optionally, a `webhookId` parameter (a Customer-defined identifier for tracking the job) in the API request body.

6.2 HTTPS Requirement

All Webhook URLs provided by Customer must use the HTTPS protocol. Visum will not deliver Webhook callbacks to HTTP (non-TLS) endpoints. Customer is responsible for maintaining a valid TLS certificate at its Webhook endpoint. Customer represents and warrants that each Webhook URL it configures points to an endpoint that is under Customer's direct operational control or that of a hosting provider acting on Customer's behalf. Customer shall not configure Webhook URLs that route Data to third-party services, traffic capture tools, data brokers, or any endpoint operated by or on behalf of a competitor of Visum. Visum reserves the right to reject or disable any Webhook URL that Visum reasonably determines violates this requirement.

6.3 Credit Reservation

Upon creation and queuing of an asynchronous job, Visum will reserve the applicable Credits from Customer's Workspace balance as described in Section 4.4. The reservation ensures that Credits are available to settle the final charge upon job completion.

6.4 Delivery Guarantees and At-Least-Once Delivery

Visum will use commercially reasonable efforts to deliver Webhook callbacks. Webhook delivery operates on an at-least-once basis, meaning a given callback may be delivered more than once in certain circumstances (e.g., network failures, timeout retries). Customer's Webhook endpoint must be implemented to handle duplicate deliveries idempotently, using the webhookId or a Visum-assigned job identifier to detect and discard duplicate callbacks. Visum shall not be liable for any consequences arising from Customer's failure to implement idempotent Webhook handling.

6.5 Response Timeout

Customer's Webhook endpoint must respond with an HTTP 2xx status code within ten (10) seconds of receiving a callback. If the endpoint fails to respond within this window, Visum will treat the delivery as failed and may retry the callback in accordance with Visum's retry policy as described in the Documentation. Visum shall not be liable for any consequences of failed or delayed Webhook delivery.

6.6 Webhook Delivery Timeframe

Visum commits to delivering the terminal Webhook callback (either a result payload or a terminal error) within forty-eight (48) hours of accepting the asynchronous job (the "Delivery Window"). If Visum fails to deliver the terminal callback within the Delivery Window and the failure is not attributable to Customer's Webhook endpoint being unavailable or non-responsive, the Credits reserved for that request shall be fully refunded to Customer's Workspace balance. Customer must report delivery failures to Visum's support team within five (5) business days of the expiration of the applicable Delivery Window to be eligible for a Credit refund under this Section. The Delivery Window does not apply during periods of Excused Downtime (as defined in Section 7.3). This commitment represents Visum's maximum delivery obligation; the majority of Webhook deliveries are completed significantly faster than forty-eight hours.

6.7 Webhook Endpoint Availability

Customer is solely responsible for the availability, reliability, and security of its Webhook endpoints. Visum does not guarantee delivery in cases where Customer's endpoint is unavailable, unreachable, or returning non-2xx responses. Credits reserved for asynchronous jobs will be charged upon job completion regardless of whether the Webhook callback was successfully received by Customer.

‍

7. SERVICE LEVELS (SLA)

7.1 Uptime Commitment

Visum shall use commercially reasonable efforts to make the Platform available with a monthly uptime of at least 99.5% (the "Uptime Target"), measured over each calendar month during the Subscription Term ("Measurement Period"). "Uptime" means the percentage of total minutes in a Measurement Period during which the Platform's core API functionality is operational and accessible by Customers, excluding Excused Downtime as defined in Section 7.3. For the purposes of this Section, the Platform shall be deemed not operational during any continuous period of five (5) minutes or more in which the aggregate rate of HTTP 5xx server error responses across the Platform's primary production endpoints exceeds five percent (5%) of total requests received by those endpoints. The SLA set forth in this Section 7 addresses availability only. Visum makes no commitment regarding response latency, throughput, or performance metrics. Degradations in response time that do not result in error responses or unavailability as defined above do not constitute a breach of this SLA.

7.2 Scheduled Maintenance

Visum may perform scheduled maintenance that temporarily affects Platform availability. Visum will provide at least forty-eight (48) hours' advance notice of scheduled maintenance windows via email to the primary account contact and/or via a notice on the Platform's status page, specifying the expected start time and estimated duration. Scheduled maintenance shall be conducted during off-peak hours wherever practicable. If scheduled maintenance exceeds the announced duration, Visum shall use commercially reasonable efforts to notify affected Customers promptly via the Status Page. Any unavailability exceeding the announced maintenance window shall be treated as unplanned downtime for the purposes of the SLA calculation under Section 7.1, unless the excess period independently qualifies as Excused Downtime under Section 7.3. Visum shall maintain a publicly accessible status page (the "Status Page") reflecting the current operational status of the Platform. In the event of an unscheduled incident materially affecting the availability of the Services, Visum shall use commercially reasonable efforts to update the Status Page without undue delay after detection of the incident. The Status Page shall be the authoritative reference for the purposes of SLA breach claims under Section 7.4; however, Customer may also rely on its own request logs and timestamps as supporting evidence.

7.3 Excused Downtime

The following periods of unavailability are excluded from the uptime calculation and do not constitute a breach of this SLA:

(a) Scheduled maintenance for which Customer received advance notice as described in Section 7.2;

(b) Unavailability caused by a Force Majeure Event (as defined in Section 19);

(c) Unavailability caused by Customer's systems, Customer Data, Customer's network or internet connectivity, or any act or omission of Customer or Customer's Authorized Users;

(d) Unavailability caused by third-party services, APIs, or data sources outside Visum's reasonable control;

(e) Unavailability resulting from Customer's violation of this Agreement, including excessive or abusive API usage that degrades Platform performance;

(f) Brief periods of unavailability (under five (5) minutes per incident) attributable to routine Platform operations, caching refreshes, or deployments;

(g) Unavailability resulting from emergency security shutdowns initiated by Visum in response to an active or imminent security threat (including, without limitation, active exploitation of a vulnerability, ongoing denial-of-service attack, or suspected data breach). Visum shall use commercially reasonable efforts to notify Customers of such shutdowns via the Status Page as soon as practicable and to restore service without undue delay.

7.4 SLA Breach Determination

Uptime is calculated as: ((Total Minutes – Downtime Minutes) / Total Minutes) × 100%. A breach of the Uptime Target occurs when the monthly uptime falls below 99.5% after excluding Excused Downtime. Customer must report potential SLA breaches to Visum's support team within five (5) business days of the end of the relevant Measurement Period, and must provide reasonable supporting evidence (e.g., request logs, timestamps).

7.5 Sole Remedy for SLA Breach

In the event of a confirmed SLA breach, Customer's sole and exclusive remedy shall be a credit against future Fees (a "Service Credit") calculated as follows:

Service Credits: (i) will be applied to the next invoice or renewal; (ii) have no cash value and will not be refunded; (iii) are subject to Customer being in good standing (no overdue payments) at the time of the claim; and (iv) may not be accumulated from multiple Measurement Periods to exceed 30% of any single month's Fees. Visum's total liability for SLA breaches in any Subscription Term shall not exceed the equivalent of three (3) months of Fees under the applicable Order Form.

7.6 No SLA for Beta Features

Beta Features as described in Section 3.7 are explicitly excluded from all SLA commitments.

‍

8. DATA AND DATA ACCURACY

8.1 Data Sources

All Data returned by the Services is sourced from Visum's proprietary data lake, which aggregates publicly available professional and business information through open-source intelligence methodologies and automated data aggregation processes. Visum does not create or fabricate Data and does not obtain Data from non-public or restricted sources.

8.2 Data Freshness Modes

The Services expose distinct endpoint types, each offering a different freshness and cost trade-off. Customer selects the appropriate endpoint for its needs:

(a) Check Endpoints (0 Credits): Return metadata and status information only (e.g., whether a cached profile exists and when it was last updated), without returning substantive Data. Designed for pre-flight decision-making before committing Credits.

(b) Fetch Endpoints (typically 1 Credit for profiles): Return Data from Visum's internal database cache, delivered synchronously. The age of the cached Data depends on when the profile was last refreshed in Visum's data lake. Data served from cache entries older than the stale-data threshold (as defined in Section 4.3(b)) are returned free of charge.

(c) Live Endpoints (typically 2 Credits for profiles): Trigger a real-time data retrieval, processed asynchronously and delivered via Webhook as described in Section 6. Suitable when the most current available Data is required. Customer is responsible for providing a valid Webhook URL to receive the results.

The choice between Fetch and Live rests with the Customer. A recommended workflow is described in the Documentation: call a Check Endpoint first (free) to assess cache freshness, then call either a Fetch Endpoint (if the cache is sufficiently recent) or a Live Endpoint (if fresh data is needed).

8.3 Data Accuracy Disclaimer

THE DATA IS PROVIDED "AS IS" AND "AS AVAILABLE." VISUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY, OR AVAILABILITY OF ANY DATA RETURNED BY THE SERVICES. PROFESSIONAL DATA IS INHERENTLY DYNAMIC , EMPLOYMENT STATUS, CONTACT INFORMATION, COMPANY DETAILS, AND OTHER ATTRIBUTES CHANGE FREQUENTLY AND MAY NOT BE CURRENT AT THE TIME OF RETRIEVAL. Customer acknowledges that the Data may be incomplete, out of date, or contain errors, and that Visum has no obligation to correct or update Data on any particular schedule. The Services are provided on a best-efforts basis (obligation de moyens) and Visum assumes no obligation of result (obligation de résultat) with respect to the accuracy, completeness, or availability of the Data.

8.4 Customer Validation Responsibility

Customer is solely responsible for validating the fitness and suitability of any Data for Customer's specific use case before acting upon it. Customer should implement appropriate validation workflows, including cross-referencing Data against other sources, before using Data to make business decisions, contact individuals, or integrate Data into Customer's systems or products.

8.5 HTTP 451 , Data Subject Blocked

Visum honors data subject rights requests submitted pursuant to applicable data protection laws (including GDPR and CCPA). Where a data subject has exercised a valid right to have their professional data blocked from the Platform, queries for that individual's data will return an HTTP 451 (Unavailable For Legal Reasons) response code. No Credits shall be charged for HTTP 451 responses. Customer acknowledges that the presence of 451 responses is part of Visum's compliance framework and shall not constitute a breach of any Service Level under this Agreement.8.6 No Warranty on Results

Visum does not warrant that the Services will find a result for any particular query. The Services are provided on a best-efforts basis. The absence of a result (HTTP 404) does not indicate that a matching individual or company does not exist; it indicates only that no matching record was found within Visum's data lake at the time of the query.

8.7 Third-Party Platform Terms

The Data aggregated in Visum's proprietary data lake is sourced from publicly available professional information using open-source intelligence methodologies. Visum makes no representation, warranty, or guarantee that Customer's use of the Services or the Data complies with the terms of service, acceptable use policies, or other contractual restrictions imposed by any third-party platform, website, or data source from which information may have been originally derived. Customer acknowledges that certain third-party platforms may impose restrictions on the use or redistribution of information associated with their services, and that compliance with such third-party terms is solely Customer's responsibility. Visum shall not be liable for any claim, action, loss, or damage arising from or relating to any alleged violation of third-party platform terms in connection with Customer's use of the Services or the Data.

‍

9. ACCEPTABLE USE POLICY

9.1 Permitted Use

Customer may access and use the Services solely for legitimate B2B purposes, including sales prospecting, market research, lead enrichment, contact verification, and other professional business intelligence activities, in each case subject to the restrictions set forth in this Section 9 and the remainder of this Agreement.

9.2 Consumer Protection Disclaimer (FCRA and Equivalent Laws)

Visum is not a "consumer reporting agency" as defined in the U.S. Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA"), and the Data does not constitute a "consumer report" under the FCRA or any equivalent consumer reporting legislation in any jurisdiction. The Services are designed exclusively for B2B commercial purposes. Customer represents, warrants, and undertakes that it will not use the Data, in whole or in part, as a factor in determining: (a) the eligibility of any individual for consumer credit or insurance; (b) employment, promotion, or reassignment decisions; (c) eligibility for a license or other benefit granted by a governmental authority; (d) eligibility for housing; or (e) any other purpose governed by the FCRA or equivalent consumer protection laws in any jurisdiction (collectively, "Prohibited Consumer Uses"). Customer acknowledges that this restriction is a material condition of this Agreement.

9.3 Prohibited Activities

Customer shall not, and shall ensure that its Authorized Users do not:

(a) Competitive Use: Use the Services or Data to build, train, or improve any product, service, or database that competes with the Platform or any Services offered by Visum. Visum reserves the right, in its sole discretion, to refuse to enter into, or to terminate, this Agreement with any Customer that Visum reasonably determines to be a direct or indirect competitor. For the purposes of this Section, "competitor" means any person or entity that operates, develops, or markets a product, service, or platform offering data enrichment, contact intelligence, professional data lookup, or substantially similar functionalities;

(b) Resale and Redistribution: Resell, sublicense, distribute, transfer, or otherwise make available Data or access to the Services to any third party without Visum's prior written authorization. For the avoidance of doubt, Customer may use Data internally within its own products and workflows in enriched, aggregated, or derived form, provided that Customer shall not build or operate a product, service, or database whose primary purpose is the redistribution of Data (whether raw, enriched, or derived) to third-party end users. Any such redistribution activity requires a separate written reseller or data redistribution agreement with Visum.

Liquidated Damages for Unauthorized Redistribution. Customer acknowledges that any unauthorized resale, sublicensing, redistribution, or systematic transfer of Data (whether in raw, enriched, or derived form) to third parties would cause Visum substantial and irreparable harm that would be difficult to quantify precisely. In the event of a breach of this Section 9.3(b), Customer agrees to pay Visum, as liquidated damages and not as a penalty, an amount equal to five (5) times the total Fees paid or payable by Customer under this Agreement during the twelve (12) months preceding the date of the breach (or, if Customer has been a Customer for less than twelve months, five (5) times the annualized equivalent of the Fees paid to date), in addition to any other rights or remedies available to Visum at law or in equity (including injunctive relief). The parties agree that this amount represents a reasonable pre-estimate of Visum's minimum loss and is not disproportionate. This liquidated damages provision does not limit Visum's right to seek additional damages to the extent actual damages exceed the liquidated amount, nor does it limit Visum's right to terminate this Agreement with immediate effect pursuant to Section 9.4;

(c) Reverse Engineering: Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or data structures underlying the Platform or Services;

(d) Circumvention: Use automated tools, proxy services, credential rotation, or any other means to circumvent or exceed applicable rate limits, security measures, or access controls;

(e) Harassment and Illegal Use: Use Data to harass, stalk, intimidate, threaten, defame, or harm any individual, or for any other purpose that violates applicable law;

(f) Unsolicited Communications: Use Data to send unsolicited commercial messages in violation of applicable anti-spam or electronic marketing laws, including but not limited to the CAN-SPAM Act, the CASL, or the electronic communications provisions of applicable EU/EEA law;

(g) Privacy Law Violations: Use Data to process personal data in violation of applicable data protection laws, including GDPR, CCPA/CPRA, or equivalent national or state-level privacy laws. For the avoidance of doubt, any request or instruction by Customer to Visum seeking to circumvent, override, or bypass a data subject's exercise of their rights under applicable Privacy Laws (including a request to retrieve data relating to an individual who has exercised a right of objection, erasure, or opt-out) shall itself constitute a breach of this Section 9.3(g), regardless of whether the circumvention is carried out;

(h) Security Attacks: Use the Services to transmit viruses, malware, or any other malicious code, or to conduct denial-of-service attacks, SQL injection, or other security attacks against the Platform or any third party;

(i) Minors: Use the Services in connection with any content or activity involving, targeting, or exploiting minors;

(j) Misrepresentation: Impersonate Visum, Visum's employees, or any other person or entity, or misrepresent Customer's affiliation with any person or entity in connection with the use of the Services;

(k) Unauthorized Sharing: Share API Keys or Workspace access with parties other than Customer's own Authorized Users, or permit access to the Services by or on behalf of third parties not bound by terms at least as protective of Visum as this Agreement;

(l) Sanctions and Export Control: Use the Services or receive Data while located in, or on behalf of any person or entity located in, any country or territory subject to comprehensive trade or economic sanctions administered by the United States (OFAC), the European Union, the United Nations Security Council, or France, or while designated on any restricted or denied party list maintained by any of the foregoing authorities. Customer represents and warrants that neither Customer nor any of its Authorized Users is: (i) located in, organized under the laws of, or ordinarily resident in a Sanctioned Country (currently including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); (ii) designated on the OFAC Specially Designated Nationals and Blocked Persons List (SDN List), the EU Consolidated List of Persons Subject to Financial Sanctions, or any equivalent restricted party list; or (iii) owned or controlled by any person or entity described in (i) or (ii). Customer shall promptly notify Visum if any of the foregoing representations ceases to be accurate. Visum may, at its sole discretion and without prior notice, implement geographic verification measures (including, without limitation, IP geolocation checks, address verification requests, or identity documentation requirements) to enforce compliance with this Section 9.3(l), and Customer shall cooperate promptly with any such verification request. A breach of this Section 9.3(l) constitutes an irremediable material breach of this Agreement;

(m) Sensitive Data Inference: Use the Data, alone or in combination with any other data, to infer, derive, or predict special categories of personal data as defined in Article 9 of the GDPR (or equivalent categories under applicable Privacy Laws), including but not limited to racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, health data, or data concerning a natural person's sex life or sexual orientation. For the avoidance of doubt, this prohibition extends to the use of the Data as an input to any automated profiling, scoring, or classification system that generates outputs falling within any of the foregoing categories;

(n) Anti-Discrimination: Use the Data in any manner that would constitute unlawful discrimination against any individual on the basis of race, color, religion, national origin, sex, age, disability, genetic information, sexual orientation, gender identity, or any other characteristic protected by applicable anti-discrimination laws (including, without limitation, the French Penal Code Articles 225-1 et seq., Directive 2000/43/EC, Directive 2000/78/EC, and the U.S. Civil Rights Act).

9.4 Breach of Acceptable Use

Customer acknowledges that a breach of any provision of this Section 9 constitutes an irremediable material breach of this Agreement for which no cure period shall apply, and Visum may terminate this Agreement and Customer's access to the Services with immediate effect upon written notice, without prejudice to any other rights or remedies available to Visum at law or in equity.

9.5 Monitoring and Enforcement

Visum reserves the right (but is not obligated) to monitor Customer's usage of the Services for compliance with this Agreement and applicable law. If Visum detects usage patterns that are anomalous or inconsistent with Customer's stated use case , including, without limitation, unusual geographic distribution of requests, atypical request volumes or sequencing, or patterns suggestive of multi-tenant access from a single API Key , Visum may request that Customer provide a reasonable explanation of such usage within ten (10) business days. Failure to provide a satisfactory explanation within that period may be treated by Visum as evidence of a breach of this Section 9. Visum may, without prior notice and without liability, suspend or restrict Customer's access to the Services if Visum reasonably believes that Customer is in violation of this Section 9, pending investigation and resolution of the suspected violation.

9.6 Regulatory Cooperation

If Visum receives a complaint, inquiry, or demand from a data protection authority, law enforcement agency, or other governmental or regulatory body (including, without limitation, the CNIL, ICO, FTC, or any equivalent authority) relating to Customer's use of the Services or the Data, Visum may: (a) suspend Customer's access to the Services with immediate effect and without prior notice, pending resolution of the matter; and (b) disclose Customer's identity, contact information, account details, and usage records to the requesting authority to the extent required or reasonably requested by such authority under applicable law, without prior notice to Customer (unless Visum is legally permitted to provide such notice and determines, in its sole discretion, that doing so is appropriate). Customer shall cooperate fully with Visum and any such authority in the investigation and resolution of any such matter. For the avoidance of doubt, Visum's obligation to cooperate with or respond to governmental or regulatory requests under this Section 9.6 extends only to authorities having jurisdiction over Visum under French law and/or European Union law. Requests from authorities outside such jurisdictional scope shall be evaluated by Visum on a case-by-case basis in its sole discretion, and Visum shall have no obligation to comply with such requests unless required to do so by applicable French or EU law.

9.7 Embedded Use

Customer may integrate the Services into Customer's own software product or platform (an "Embedded Application") for the benefit of Customer's own end users, subject to all of the following conditions: (a) Customer's Embedded Application must access the Services exclusively through Customer's own API Key(s) and Workspace(s); end users of the Embedded Application shall not be issued separate Visum API Keys or granted direct access to the Visum Platform; (b) Customer remains solely responsible for all API usage generated through its Embedded Application, including usage by Customer's end users, and all such usage shall be counted against Customer's Credit balance and rate limits; (c) the Embedded Application shall not expose Visum's raw Data or API responses to end users in a form that would allow such end users to build, populate, or enrich their own databases with Visum Data , Customer must transform, aggregate, or integrate the Data within the Embedded Application before presenting it to end users; (d) Customer shall not represent or imply to its end users that they have a direct relationship with Visum or any direct rights under this Agreement; and (e) Embedded Use at scale (exceeding one hundred thousand (100,000) API requests per month attributable to end-user activity) requires a separate written agreement with Visum (which may take the form of an Enterprise Order Form with Embedded Use terms). Visum reserves the right to require any Customer engaging in Embedded Use to migrate to an Enterprise Plan. For the avoidance of doubt, Embedded Use that complies with this Section 9.7 does not constitute a breach of Section 9.3(b) (Resale and Redistribution).

‍

10. INTELLECTUAL PROPERTY

10.1 Visum Ownership

As between the parties, Visum (or its licensors) owns and retains all right, title, and interest in and to: (a) the Platform, including all software, algorithms, infrastructure, and code underlying the Services; (b) the Data, including the methodology used to aggregate, structure, and deliver it; (c) the Documentation; (d) all Intellectual Property Rights embodied in or arising from any of the foregoing; and (e) all improvements, enhancements, and derivatives thereof. Nothing in this Agreement transfers or assigns any Intellectual Property Rights in the foregoing to Customer.

Without limiting the generality of the foregoing, Customer acknowledges that the Data constitutes a database within the meaning of Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases (the "Database Directive"), as transposed into French law under Articles L. 341-1 et seq. of the French Intellectual Property Code (Code de la propriété intellectuelle), and that Visum is the producer (producteur) of such database. Customer shall not extract and/or re-utilize all or a substantial part, qualitatively or quantitatively, of the contents of the database, nor systematically or repeatedly extract and/or re-utilize insubstantial parts of such contents in a manner that conflicts with a normal exploitation of the database or unreasonably prejudices the legitimate interests of Visum as database producer. This sui generis right is without prejudice to any other Intellectual Property Rights held by Visum.

10.2 License to Customer

Subject to the terms of this Agreement, Visum grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Platform, API, and Documentation solely for Customer's internal business purposes as permitted by this Agreement. This license is automatically revoked upon expiration or termination of the Subscription Term. Customer may cache or store Data retrieved via the Services in Customer's own systems for a maximum period of twelve (12) months from the date of retrieval (the "Caching Period"). Upon expiration of the Caching Period for any given Data record, Customer shall either re-validate the record by making a new API request or delete the cached copy. This Caching Period does not apply to Data records retained pursuant to Section 13.4(c) (post-termination retention of responsive contact records), which are governed by that Section.

10.3 Customer Data Ownership

As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer hereby grants Visum a worldwide, royalty-free, non-exclusive license to use, process, store, and transmit Customer Data solely to the extent necessary to: (a) provide the Services to Customer; (b) monitor, maintain, and improve the Platform and Services, including training and improving data matching algorithms using aggregated and anonymized data; and (c) comply with applicable legal obligations. Visum's use of Customer Data for purposes other than those specified in this Section 10.3 is subject to the Privacy Policy and applicable data protection laws.

10.4 Feedback

If Customer or any Authorized User provides any suggestions, feedback, feature requests, ideas, or other input regarding the Platform or Services ("Feedback"), Customer hereby irrevocably assigns to Visum all right, title, and interest in and to such Feedback, and Visum may freely use, reproduce, modify, and commercialize Feedback without restriction or compensation to Customer.

10.5 No Implied Licenses

No license or right is granted by implication, estoppel, or otherwise beyond what is expressly set forth in this Agreement. Customer shall not use Visum's trademarks, service marks, logos, or trade names without Visum's prior written consent.

‍

11. DATA PROTECTION AND PRIVACY

11.1 Compliance with Applicable Law

Both parties shall comply with all applicable data protection and privacy laws and regulations in connection with their respective activities under this Agreement, including but not limited to: the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the UK GDPR and Data Protection Act 2018, the California Consumer Privacy Act / California Privacy Rights Act ("CCPA/CPRA"), and any other applicable national, federal, state, or territorial data protection laws (collectively, "Privacy Laws").

11.2 Independent Controllers

Visum as Data Controller: With respect to the personal data contained in the Data (e.g., professional information about individuals in Visum's proprietary data lake), Visum acts as an independent data controller as defined under applicable Privacy Laws. Visum determines the purposes and means of processing such personal data in connection with building and maintaining the data lake, and does so in accordance with its own Privacy Policy and applicable Privacy Laws.

Customer as Data Controller: With respect to any personal data that Customer retrieves via the Services and subsequently stores, processes, or uses within Customer's own systems and applications, Customer acts as an independent data controller. Customer is solely responsible for: (i) having a lawful basis for processing such personal data; (ii) fulfilling its transparency and notice obligations to data subjects; (iii) responding to data subject rights requests in relation to personal data Customer holds; and (iv) complying with all Privacy Laws applicable to Customer's processing. For the avoidance of doubt, Visum has no obligation to notify data subjects, regulatory authorities, or any other party in respect of any personal data breach, security incident, or unauthorized access occurring within Customer's own systems or infrastructure. Customer's obligations under applicable Privacy Laws in respect of such incidents are solely Customer's responsibility. If Customer becomes aware of any personal data breach, security incident, or unauthorized access within Customer's own systems or infrastructure that involves or may involve Data obtained via the Services, Customer shall notify Visum in writing within seventy-two (72) hours of becoming aware of such incident, providing reasonable details regarding the nature and scope of the incident. Failure to provide timely notification under this paragraph shall not give rise to any liability on the part of Visum but may affect Visum's ability to cooperate with regulatory authorities or mitigate reputational harm.

11.3 Data Processing Agreement

Where the Services involve Visum processing personal data on behalf of Customer (e.g., personal data submitted by Customer as Customer Data in API request inputs), such processing is governed by a Data Processing Agreement ("DPA") incorporated by reference into this Agreement. Customers who are subject to GDPR or equivalent laws and who submit personal data as part of their API requests should execute the applicable DPA available at https://reversecontact.com/legal/data-processing-agreement. In the event of any conflict between this Agreement and the DPA, the DPA shall prevail with respect to data protection matters.

11.4 Data Subject Rights

Visum maintains processes to honor data subject rights requests submitted pursuant to applicable Privacy Laws, including the right of access, erasure, restriction, and objection. Where Visum receives a valid request from a data subject to have their professional data blocked or removed from the Platform, Visum will implement such request, and subsequent queries for that individual's data will return an HTTP 451 response as described in Section 8.5. Customer shall maintain its own processes to receive and respond to data subject rights requests relating to personal data Customer has obtained via the Services. Customer may not direct Visum to fulfill data subject rights requests on Customer's behalf outside the DPA framework.

11.5 Customer's Legal Basis

Customer represents, warrants, and undertakes that it shall have and maintain a valid legal basis under applicable Privacy Laws for all processing activities it conducts using Data retrieved via the Services, including prospecting, outreach, and enrichment activities. Customer acknowledges that the mere availability of Data through the Services does not establish a legal basis for Customer's processing of that Data. Customer further acknowledges and agrees that it shall apply the principles of data minimization and storage limitation as set forth in Article 5(1)(c) and (e) of the GDPR (or equivalent principles under applicable Privacy Laws) to all personal data obtained via the Services, and shall not retain such personal data for longer than is necessary for the purposes for which it is processed. Customer shall implement appropriate internal policies to ensure periodic review and deletion of personal data that is no longer required for its stated processing purpose. Where Customer transfers personal data obtained via the Services to a country or territory outside the European Economic Area, the United Kingdom, or Switzerland that has not been the subject of an adequacy decision by the European Commission or the relevant UK authority, Customer represents and warrants that it has implemented appropriate safeguards for such transfers in compliance with applicable Privacy Laws, including, where required, the execution of Standard Contractual Clauses (SCCs) with the data importer.

11.6 Privacy Policy

Customer represents and warrants that it maintains a publicly accessible privacy policy that accurately describes its data processing practices, including its use of third-party data enrichment services, to the extent required by applicable Privacy Laws.

11.7 Cross-Border Data Transfers

Where the provision of Services involves the transfer of personal data from the European Economic Area, the United Kingdom, or Switzerland to countries not recognized as providing an adequate level of data protection, such transfers shall be subject to appropriate safeguards as required by applicable Privacy Laws, including the use of Standard Contractual Clauses (SCCs) as adopted by the European Commission or the UK Information Commissioner's Office, as applicable. Further details are set out in the DPA.

11.8 Security

Visum shall implement and maintain appropriate technical and organizational security measures designed to protect personal data against unauthorized access, disclosure, alteration, or destruction, consistent with Visum's security program as described in its Security Documentation available at https://www.reversecontact.com/legal/security-policy.

11.9 Data Breach Notification

In the event that Visum becomes aware of a personal data breach (as defined under applicable Privacy Laws) affecting the Data or Customer Data held within Visum's systems, Visum shall: (a) notify affected Customers without undue delay and in any event within the timeframes required by applicable Privacy Laws (including, where GDPR applies, within seventy-two (72) hours of becoming aware of the breach to the extent required by Article 33 GDPR); (b) provide affected Customers with sufficient information regarding the nature of the breach, the categories and approximate number of data records concerned, the likely consequences, and the measures taken or proposed to be taken by Visum to address the breach, to enable Customer to fulfill its own notification obligations under applicable Privacy Laws; and (c) cooperate with affected Customers in good faith in mitigating the effects of the breach. This notification obligation applies to breaches occurring within Visum's systems and infrastructure only; Visum has no notification obligation with respect to breaches occurring within Customer's own systems, as described in Section 11.2.

‍

12. CONFIDENTIALITY

12.1 Definition

"Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Visum's Confidential Information includes, without limitation, the Platform architecture, API specifications not publicly documented, pricing (except as published), and business strategy. Customer's Confidential Information includes Customer Data and non-public Customer business information.

12.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the Receiving Party; (b) was already in the Receiving Party's possession at the time of disclosure, without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; (d) is rightfully received from a third party without restriction on disclosure; or (e) is required to be disclosed by applicable law, court order, or governmental authority, provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permitted) and reasonably cooperates with the Disclosing Party's efforts to obtain a protective order.

12.3 Obligations

Each Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party except to its employees, officers, directors, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section; and (c) use Confidential Information solely for the purpose of exercising its rights and fulfilling its obligations under this Agreement.

12.4 Survival

The obligations of this Section 12 shall survive the expiration or termination of this Agreement for a period of three (3) years, except that obligations with respect to trade secrets shall continue for so long as the information remains a trade secret under applicable law.

‍

13. TERM AND TERMINATION

13.1 Subscription Term

This Agreement commences on the Effective Date and, subject to the plan-specific terms below, continues as follows:

(a) Subscription-based Plans (Legacy Plans and Enterprise Plans with a fixed term): The Agreement continues for the initial Subscription Term specified in the applicable Order Form or, for self-service accounts, the period selected at sign-up, and thereafter in accordance with Section 13.2.

(b) Pay-as-you-go Plan: Where Customer is on a PAYG Plan with no fixed Subscription Term, the Agreement remains in effect for as long as Customer maintains an active Workspace with a positive Credit balance, or until terminated by either party in accordance with this Agreement. A Workspace whose Credit balance has reached zero and which has not been converted to another Plan or replenished within the period specified on the Platform may be subject to deactivation. Deactivation of a zero-balance PAYG Workspace does not constitute termination of the Agreement for purposes of Section 13.4 unless Visum provides written notice of termination to Customer.

(c) Trial Plan: The Agreement is in effect during and after the Trial Period; expiration of the Trial Period does not terminate the Agreement, but does result in the suspension of access to Paid Endpoints as described in Section 3.10(d).

13.2 Auto-Renewal

Auto-renewal applies exclusively to subscription-based Plans (including Legacy Plans and Enterprise Plans with a fixed Subscription Term). Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term, such subscription-based Plans will automatically renew for successive periods of the same duration as the initial Subscription Term (each, a "Renewal Term"), subject to the Fees applicable at the time of renewal as notified pursuant to Section 4.9.

For the avoidance of doubt, the Pay-as-you-go Plan is not a subscription and is not subject to auto-renewal. No recurring charges will be automatically imposed on PAYG Customers; Credits are purchased on demand at Customer's election as described in Section 3.11. The Trial Plan is likewise not subject to auto-renewal.

13.3 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party:

(a) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; or

(b) becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or for reorganization, or is subject to the appointment of a receiver or administrator; or

(c) (in the case of Customer) is voluntarily dissolved, ceases to carry on business, or (in the case of a Customer that is a natural person) dies, in which case this Agreement shall terminate automatically as of the date of such event. In the event of Customer's death, Customer's legal successors or heirs may contact Visum within thirty (30) days of the date of death to request access to or export of Customer Data; Visum shall cooperate in good faith, subject to applicable law and identity verification.

Notwithstanding the foregoing, Visum may terminate this Agreement with immediate effect and without any cure period upon written notice to Customer if:

(i) Customer commits any breach of the Acceptable Use Policy set forth in Section 9 (as further described in Section 9.4);

(ii) any amount owed by Customer under this Agreement is overdue by more than fifteen (15) days after written notice that such amount is overdue (whether or not access has been previously suspended under Section 3.6); or

(iii) Customer becomes insolvent or subject to any insolvency proceeding described above.

In addition, Visum may terminate this Agreement for convenience (i.e., without cause) by providing Customer with at least thirty (30) days' prior written notice. In the event of termination for convenience by Visum, Visum shall refund to Customer a pro-rata portion of any prepaid Fees or unused Credits attributable to the period following the effective date of termination, calculated based on the price originally paid by Customer for such Credits. This refund obligation shall be Visum's sole financial obligation in connection with a termination for convenience under this paragraph.

13.4 Effects of Termination

Upon expiration or termination of this Agreement for any reason:

(a) All licenses granted to Customer under this Agreement shall immediately terminate;

(b) Customer shall immediately cease all use of the Platform, Services, and API;

(c) Customer shall, within thirty (30) days of the effective date of termination, permanently delete or destroy all Data in Customer's possession or control (including copies stored in Customer's databases, backup systems, or applications), and shall, upon Visum's written request, provide a written certification executed by an authorized officer of Customer confirming that all such Data has been deleted or destroyed; provided, however, that Customer may retain individual Data records relating to specific contacts with whom Customer has had a documented, responsive communication (i.e., the contact has replied to or otherwise affirmatively engaged with Customer's outreach) prior to the effective date of termination, solely to the extent necessary for Customer to maintain its existing business relationship with such contacts. This exception applies only to Data records for contacts who have actively responded, and does not extend to Data relating to contacts who were merely the recipients of outreach. Customer shall maintain reasonable records sufficient to demonstrate the applicability of this exception upon Visum's request;

(d) Any accrued payment obligations of Customer shall survive and remain due and payable; and

(e) Visum shall have no obligation to retain Customer Data for more than thirty (30) days following termination, and may thereafter permanently delete it. During the thirty (30) day period following the effective date of termination, Customer may export its Customer Data (i.e., the input data submitted by Customer, not Data returned by the Services) through the Platform's dashboard or API export functionality, to the extent such functionality is available. Visum shall use commercially reasonable efforts to maintain export functionality during this period but makes no guarantee of availability. After the expiration of this thirty (30) day period, Visum shall have no further obligation to provide access to or copies of Customer Data;

(f) With respect to any asynchronous jobs (including Live Endpoint requests pending Webhook delivery) that are in Visum's processing queue at the time of termination, Visum shall, at its sole discretion, either: (i) complete processing and deliver the results via Webhook within the applicable Delivery Window (as defined in Section 6.6), provided Customer's Webhook endpoint remains available; or (ii) cancel the pending jobs and refund the reserved Credits to Customer's Workspace balance (which shall be forfeited in accordance with Section 4.5 unless a refund is otherwise required under this Agreement). Visum shall have no obligation to process new API requests after the effective date of termination.

Following expiration or termination of this Agreement, any reactivation of Customer's account or Workspace shall be at Visum's sole and absolute discretion. Visum shall have no obligation to reactivate a terminated or expired account, regardless of the reason for termination or expiration. If Visum elects to permit reactivation, it may impose new terms, conditions, pricing, or restrictions as a condition of reactivation, and prior Credit balances, Plan terms, or commercial arrangements shall not carry over unless expressly agreed in writing by Visum.

13.5 Survival

The following Sections shall survive expiration or termination of this Agreement: Sections 1 (Definitions), 4.5 (No Rollover; Expiration), 4.6 (Non-Refundability), 8.3 (Data Accuracy Disclaimer), 9 (Acceptable Use Policy) (solely with respect to obligations that survive by their nature), 10 (Intellectual Property), 11 (Data Protection and Privacy) (to the extent required by Privacy Laws), 12 (Confidentiality), 13.4 (Effects of Termination), 14 (Limitation of Liability), 15 (Indemnification), and 20 (General Provisions), as well as any payment obligations accrued prior to termination.

‍

14. LIMITATION OF LIABILITY

14.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA (OTHER THAN CUSTOMER DATA), OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

14.2 Aggregate Liability Cap

SUBJECT TO SECTION 14.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO VISUM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT GIVING RISE TO THE CLAIM. IF CUSTOMER HAS NOT BEEN A CUSTOMER FOR TWELVE (12) MONTHS, THE CAP SHALL BE CALCULATED BASED ON THE ANNUALIZED EQUIVALENT OF THE FEES PAID TO DATE.

14.3 Uncapped Liabilities

Notwithstanding Sections 14.1 and 14.2, the following liabilities are not subject to the aggregate cap or the exclusion of consequential damages:

(a) Customer's liability arising from its breach of Section 9 (Acceptable Use Policy);

(b) Either party's liability for infringement of the other party's Intellectual Property Rights;

(c) Either party's indemnification obligations under Section 15;

(d) Either party's liability for gross negligence or willful misconduct (faute lourde ou dolosive);

(e) Customer's liability to pay Fees due and owing under this Agreement; and

(f) Any liability that cannot be limited or excluded under applicable mandatory law.

14.4 Data Accuracy

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, VISUM SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING FROM OR RELATING TO THE ACCURACY, COMPLETENESS, TIMELINESS, OR FITNESS FOR PURPOSE OF ANY DATA RETURNED BY THE SERVICES. CUSTOMER'S SOLE REMEDY FOR CONCERNS REGARDING DATA ACCURACY IS TO CEASE USE OF THE DATA AND TO NOTIFY VISUM OF THE DISCREPANCY.

14.5 Essential Basis

Each party acknowledges that the limitations of liability set out in this Section 14 reflect a reasonable allocation of risk between commercially sophisticated parties and form an essential basis of the bargain between them, without which Visum would not have entered into this Agreement.

‍

15. INDEMNIFICATION

15.1 Customer's Indemnification Obligations

Customer shall defend, indemnify, and hold harmless Visum and its affiliates, officers, directors, employees, agents, and successors (each a "Visum Indemnitee") against all third-party claims, actions, proceedings, losses, damages, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to:

(a) Customer's breach of any representation, warranty, or obligation under this Agreement, including any breach of the Acceptable Use Policy (Section 9);

(b) Customer's use of the Data in violation of applicable law, including Privacy Laws, anti-spam laws, or the FCRA and equivalent consumer protection laws;

(c) Customer Data, including any claim that Customer Data infringes any third-party Intellectual Property Right or violates applicable law; or

(d) Any claim by a data subject, regulator, or governmental authority relating to Customer's processing of personal data obtained via the Services.

15.2 Visum's Indemnification Obligations

Visum shall defend, indemnify, and hold harmless Customer and its affiliates, officers, directors, and employees ("Customer Indemnitees") against Losses arising from a third-party claim that the Platform (excluding Customer Data and any third-party components) infringes such third party's registered patent, copyright, or trademark rights under the laws of France or the European Union. Notwithstanding the foregoing, Visum shall have no indemnification obligation under this Section 15.2 to the extent the alleged infringement arises from:

(a) Customer's modification of the Platform or Services;

(b) Customer's combination of the Platform or Services with any software, data, or materials not provided by Visum;

(c) Customer's use of the Platform or Services in a manner not authorized by this Agreement or the Documentation;

(d) Visum's compliance with specifications or designs provided by Customer; or

(e) Customer's continued use of the Platform after Visum has notified Customer of a potential infringement and provided a modification or workaround.

15.3 Indemnification Procedure

The indemnification obligations in Sections 15.1 and 15.2 are conditioned upon the indemnified party: (a) providing the indemnifying party with prompt written notice of the claim (provided that a delay in notice does not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such delay); (b) granting the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim in a manner that imposes any obligation, restriction, or admission of liability on the indemnified party without that party's prior written consent (not to be unreasonably withheld); and (c) providing reasonable cooperation and assistance to the indemnifying party at the indemnifying party's expense.

‍

16. MODIFICATIONS TO THIS AGREEMENT

16.1 Right to Modify

Visum may modify these Terms of Service from time to time. Visum will classify modifications as either "material" or "non-material" in its reasonable judgment.

16.2 Material Changes

For material changes, Visum will provide Customer with at least thirty (30) days' written notice prior to the effective date of the change, via email to Customer's registered account address and/or via notice in the Platform. Material changes include, without limitation, changes to: the Credit cost schedule, limitation of liability, indemnification, or Acceptable Use Policy.

16.3 Non-Material Changes

Non-material changes (including clarifications, corrections, and administrative updates) take effect immediately upon posting of the updated Terms of Service to https://www.reversecontact.com/legal/terms-of-services.

16.4 Acceptance

Customer's continued access to or use of the Services after the effective date of any modification constitutes Customer's acceptance of the modified Terms of Service.

16.5 Right to Terminate

If Customer objects to a material change to this Agreement, Customer's sole remedy is to terminate this Agreement by providing written notice to Visum before the effective date of the change. If Customer terminates pursuant to this Section 16.5, Visum will refund a pro-rated portion of any prepaid Fees attributable to the period after the effective date of termination on a case-by-case basis at Visum's reasonable discretion. Customer's failure to terminate before the effective date shall constitute acceptance of the change.

‍

17. MARKETING

17.1 Marketing License

Customer grants Visum a non-exclusive, royalty-free, worldwide license to use Customer's company name, trade name, and logo(s) solely for the purpose of identifying Customer as a Visum customer in Visum's marketing materials, website, pitch decks, case studies, and press releases. This license is subject to Customer's reasonable trademark usage guidelines as communicated in writing to Visum from time to time.

17.2 Revocation

Customer may revoke the marketing license granted in Section 17.1 at any time by providing written notice to Visum at support@support.reversecontact.com. Visum will cease the use of Customer's name and logo in new materials within thirty (30) days of receiving such notice, provided that Visum shall not be required to withdraw or modify materials already in distribution.

‍

18. SUPPORT

18.1 Standard Support

Visum may make available a support channel integrated within the Platform (the "In-App Support") through which Customer may submit inquiries, report issues, and request assistance relating to the Services. In-App Support is the sole support channel provided by Visum under this Agreement unless otherwise specified in an applicable Order Form. Visum does not provide support via email, telephone, or any other channel unless expressly agreed in writing.

18.2 Best-Efforts Basis; No SLA

Support is provided on a best-efforts basis (obligation de moyens). Visum makes no commitment, representation, or warranty regarding response times, resolution times, or the availability of support personnel. Customer acknowledges that Visum is under no contractual obligation to provide support under this Agreement, and that the availability, scope, and responsiveness of support may vary without notice. Without limiting the foregoing, Visum reserves the right, in its sole discretion, to limit, deprioritize, or decline to process compensation, credit, or refund claims that Visum reasonably determines to be repetitive, abusive, or otherwise submitted in bad faith, including but not limited to systematic filing of claims for de minimis amounts or claims designed to exploit the SLA remedy or Webhook Delivery Timeframe commitment.

18.3 Priority Support

Visum may, from time to time, offer enhanced or priority support options ("Priority Support") as a separate, paid add-on or as part of specific Plan tiers. Priority Support, where available, may include faster response time targets, dedicated support personnel, or additional support channels (such as direct messaging integrations). The terms, pricing, and service level commitments (if any) applicable to Priority Support shall be as set forth in the applicable Order Form or the Platform's pricing pages.

18.4 Enterprise Support

Enterprise Customers may be entitled to dedicated support arrangements, including dedicated support contacts, integration with Customer's internal communication tools (e.g., shared messaging channels), and specific response time commitments, as set forth in their applicable Order Form. In the absence of specific Enterprise support provisions in the Order Form, the standard support terms of this Section 18 shall apply.

‍

19. FORCE MAJEURE

19.1 Force Majeure Events

Neither party shall be liable to the other for any failure or delay in performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond that party's reasonable control and without its fault or negligence, including but not limited to: acts of God; war, terrorism, riot, or civil unrest; natural disasters, floods, or pandemics; strikes or labor disputes (other than those involving that party's own employees); failure of third-party telecommunications networks or internet infrastructure; or actions of governmental or regulatory authorities ("Force Majeure Events").

19.2 Notice and Mitigation

The party affected by a Force Majeure Event shall: (a) promptly notify the other party in writing describing the event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects of the event and to resume performance as soon as practicable; and (c) keep the other party regularly informed of developments.

19.3 Extended Force Majeure

If a Force Majeure Event prevents a party from performing its material obligations for a continuous period exceeding sixty (60) days, either party may terminate this Agreement upon thirty (30) days' written notice to the other party, without liability (other than Visum's obligation to refund any prepaid Fees for the period during which Services were not available due to the Force Majeure Event).

‍

20. GENERAL PROVISIONS

20.1 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the parties shall negotiate in good faith a valid, enforceable replacement provision that as nearly as possible achieves the original intent of the invalid provision.

20.2 Waiver

No failure or delay by either party to exercise any right, power, or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any further or other exercise thereof or the exercise of any other right, power, or remedy. A waiver of any breach or default must be in writing signed by the waiving party.

20.3 Assignment

This Agreement is entered into by the parties on the basis of the specific identity, expertise, and qualifications of Customer (intuitu personae). Customer may not assign, transfer, delegate, or sublicense this Agreement or any of its rights or obligations hereunder (including by operation of law, merger, or change of control) without Visum's prior written consent. Customer shall notify Visum in writing at least thirty (30) days prior to any anticipated change of control, merger, or acquisition involving Customer, and shall obtain Visum's written consent before such event takes effect with respect to this Agreement. If a change of control occurs without Visum's prior written consent, Visum may, at its sole discretion, terminate this Agreement with immediate effect upon written notice. Any attempted assignment without such consent shall be null and void. Visum may assign this Agreement or any of its rights or obligations hereunder without Customer's consent in connection with a merger, acquisition, sale of substantially all of Visum's assets, or corporate restructuring. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

20.4 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered by hand; (b) sent by internationally recognized overnight courier; (c) sent by registered or certified mail, return receipt requested, postage prepaid; or (d) sent by email with confirmation of receipt by the other party, to the addresses set forth in the applicable Order Form, or such other address as a party may designate by written notice. Notices to Visum shall be addressed to: Visum, 34 Rue de Montmorency, 75003, Paris, France, Attention: Legal Department; email: legal@reversecontact.com.

20.5 Entire Agreement

This Agreement, together with all Order Forms, the DPA, and all documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, relating to the same subject matter.

20.6 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any legal or equitable rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

20.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates or is intended to create any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party shall have the authority to bind the other or incur any obligation on its behalf.

20.8 Headings

Section headings are included for convenience of reference only and shall not affect the interpretation of this Agreement.

20.9 Language

This Agreement is drafted in English. In the event of any conflict between an English-language version and any translation hereof, the English version shall prevail.

20.10 Electronic Communications

Customer agrees that this Agreement and any Order Form may be entered into electronically (including by click-wrap acceptance), and that electronic acceptance constitutes a valid and binding execution with the same legal effect as a handwritten signature.

20.11 Anti-Corruption

Each party represents, warrants, and undertakes that it shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including but not limited to: the French Law No. 2016-1691 of December 9, 2016 ("Sapin II"), the U.S. Foreign Corrupt Practices Act ("FCPA"), and the UK Bribery Act 2010 (to the extent applicable). Neither party shall, directly or indirectly, offer, promise, give, or authorize the giving of any payment, gift, or anything of value to any public official, government employee, or any other person for the purpose of improperly obtaining or retaining business or securing any improper advantage in connection with this Agreement. Each party shall promptly notify the other if it becomes aware of any actual or suspected violation of this Section 20.11.

‍

21. GOVERNING LAW AND DISPUTE RESOLUTION

21.1 Governing Law

This Agreement and any dispute, claim, or controversy arising out of or in connection with it or its subject matter, formation, or validity (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of France, without regard to its conflict-of-laws provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

21.2 Escalation Procedure

Before initiating formal legal proceedings (other than proceedings seeking injunctive or other urgent equitable relief), the parties agree to attempt to resolve any dispute through good faith negotiation. The party raising the dispute shall provide written notice to the other party describing the nature of the dispute and the relief sought. The parties shall have thirty (30) days from receipt of such notice (or such longer period as the parties may agree in writing) to attempt to resolve the dispute through senior-level negotiations.

21.3 Jurisdiction

If the parties are unable to resolve a dispute through the escalation procedure in Section 21.2, each party irrevocably submits to the exclusive jurisdiction of the competent courts of Paris, France (Tribunal de Commerce de Paris or Tribunal Judiciaire de Paris, as applicable) for the resolution of all disputes arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the laying of venue of any such proceedings in Paris and any objection that such proceedings have been brought in an inconvenient forum.

21.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute in accordance with this Section 21, including in connection with a breach or threatened breach of Section 9 (Acceptable Use Policy), Section 10 (Intellectual Property), or Section 12 (Confidentiality).

For questions regarding these Terms of Service, please contact: dpo@reversecontact.com

Visum , https://reversecontact.com