CallApp for Business – Service Terms

These CallApp for Business – Service Terms (the “Terms”) govern the use by business customers (“Customer”, “you”, or “your”) of CallApp Software Ltd.’s (“CallApp”, “we”, “us”, or “our”) business phone number identification service, as further described below (the “Service”).

BY CREATING AN ACCOUNT, CONNECTING, ACCESSING, OR USING THE SERVICE, CUSTOMER ACCEPTS THESE TERMS AND AGREES THAT THESE TERMS CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN CUSTOMER AND CALLAPP. IF CUSTOMER DOES NOT AGREE TO ANY OF THE TERMS, CUSTOMER IS NOT ALLOWED TO AND SHOULD NOT CREATE AN ACCOUNT, CONNECT, ACCESS, OR USE THE SERVICE.

If you accept these Terms on behalf of a Customer that is an entity, you represent that you are duly authorized and empowered to bind the Customer to these Terms.

1. Service Description

CallApp provides the Service, a business phone number identification service that includes the following functions, whenever a user of the CallApp application receives an incoming call from a Customer Phone Number: identification of such Customer Phone Number; display of a business name, logo, and/or other information as provided by Customer; and display of a ‘verified’ badge. Activation of the Service with respect to a certain Customer Phone Number may take up to ten (10) days. CallApp may offer additional services in addition to the Service, as may be made available by CallApp to its customers from time to time.

“Customer Phone Number(s)” means each phone number specified by Customer to CallApp in connection with the Service and which number is: (i) registered by Customer in its own name; or (ii) being used solely on Customer’s behalf.

The ‘verified’ badge indicates that the Customer Data (as described below) has been verified through CallApp’s verification process. Customer acknowledges and agrees that the badge may only be displayed in connection with verified Customer Phone Numbers and will be removed if the verification status changes or expires. Customer shall not make any representations about the verification status.

The provision of the Service shall be limited to the territory or territories selected by you from the territories made available by CallApp.

The display format, placement, and appearance of Customer’s name, logo, and the ‘verified’ badge shall be determined by CallApp at its sole discretion, and may be modified by CallApp from time to time, to ensure optimal user experience, technical compatibility, and compliance with applicable regulations. Customer’s continued use of the Service constitutes acceptance of any modifications to any such display parameters.

Customer acknowledges and agrees that the performance of the Service is also dependent on factors beyond CallApp’s control including without limitation users’ devices, version of the app being used by the users, and technical or data network issues.

If a certain Customer Phone Number is reported as spam by the CallApp application users, CallApp may, at its sole discretion, display its users’ feedback on such number in addition to displaying information under the Service.

2. Restrictions

Neither Customer nor anyone on Customer’s behalf may, either directly or indirectly:

(1) Use the Service for any illegal, unlawful or unauthorized purposes, and Customer will use the Service only in accordance with all applicable laws;

(2) Impersonate any person or entity or otherwise misrepresent affiliation, connection or association with any person or entity;

(3) Use the Service in any form of spam, unsolicited mail or call, or similar conduct;

(4) Infringe any proprietary or intellectual property rights of CallApp, other customers or third parties, including without limitation copyrights, trademarks, designs, patents and trade secrets, whether or not such intellectual property is registered or registrable;

(5) Violate any other rights of CallApp, other customers or third parties, including without limitation publicity and privacy rights;

(6) Interfere with or disrupt the operation of the Service or the servers or networks that host the Service, or breach any laws or regulations or requirements, procedures and policies related to such servers or networks;

(7) Transmit, distribute, display or otherwise make available through or in connection with the Service any content which is infringing, unlawful or prohibited, or content which a reasonable person could consider to be defamatory, libelous, fraudulent, pornographic, threatening, stalking, or content advocating harassment, racism, abuse, hatred, physical harm against any group or individual, sale of firearms or illegal drugs, participation in illegal activities, or disparaging the religious, political, or legal agenda of any group or individual;

(8) Distribute, resell or offer the Service for rent or lease or offer it to the public in any manner or integrate the Service within another service, without the prior written consent of CallApp;

(9) Take any action that imposes, or may impose, at CallApp’s sole discretion, an unreasonable or disproportionately large load on CallApp’s platform infrastructure;

(10) Decompile, disassemble, decrypt, extract or otherwise reverse engineer or attempt to reconstruct or discover any source code of, or any underlying ideas in, the Service or CallApp application;

(11) Modify, enhance, supplement, adapt, or prepare derivative works from the Service or CallApp application;

(12) Bypass any measures CallApp may use to prevent or restrict access to the Service;

(13) Access, or attempt to access, the Service other than through the interface that is provided by CallApp, unless you have been specifically allowed to do so in a separate agreement with CallApp.

3. Customer Data Submission

Customer shall submit through the Service all Customer Phone Numbers and Customer’s business name, logo, and other information and supporting documentation (collectively, the “Customer Data”) requested by CallApp for the provision of the Service, including for the verification necessary for the display of a ‘verified’ badge.

Customer represents and warrants that all Customer Data submitted to CallApp is true, accurate, complete, and up to date, and that Customer has and will continue to have the legal right to use and display such Customer Data and to transfer it to CallApp for use and display in connection with the Service. Customer further represents and warrants that all Customer Phone Numbers included in the Customer Data are registered by Customer in its own name or are being used solely on Customer’s behalf. Customer shall promptly notify CallApp of any changes to previously submitted Customer Data. Customer acknowledges and agrees that the accuracy and completeness of submitted Customer Data directly impacts the performance of the Service.

Customer acknowledges and agrees that submitting false or misleading Customer Data may result in immediate termination of the Service, and such termination shall be without prejudice to any other rights or remedies available to CallApp under these Terms or at law.

If Customer Data includes personally identifiable information, Customer represents and warrants that such information was obtained lawfully, that all required notices were provided, and that Customer has obtained and will maintain all permissions and consents necessary to provide CallApp with information relating to any identified or identifiable natural person for use and disclosure in the performance of the Service. If Customer Data includes personally identifiable information and a data protection agreement between CallApp and Customer is required under applicable law, CallApp and Customer hereby enter into the Data Protection Addendum (“DPA”) attached to these Terms as Exhibit A and the DPA is incorporated into and forms an integral part of these Terms.

4. Service Account

In order to use the Service, you are required to create a service account by providing requisite information and creating unique credentials to enable you to access the Service through such account (“Service Account“). You represent and warrant that all information you provide to us is true, accurate, complete, and up to date. You shall not share the access credentials of the Service Account with any unauthorized personnel or a third party. You shall immediately notify us of any unauthorized access or use of the Service Account or disclosure of the access credentials, and you shall be solely responsible for all actions undertaken through the Service Account.

5. Fees and Payment Terms

As consideration for subscription to the Service, Customer shall pay CallApp the rates specified in the applicable Order Form at the billing frequency specified therein, according to the Service plan selected and purchased by Customer. The first payment will be due and payable by Customer within 7 days of subscription to the Service. Subsequent payments shall be due and payable upfront according to the Service plan selected and purchased by Customer (monthly, quarterly, yearly). All payments are non-refundable and not subject to setoff.

Rates are quoted and payable in United States Dollars. All rates and payments are exclusive of applicable taxes (including without limitation any withholding tax, sales tax, use tax, and other taxes or levies however called), as well as transaction charges (e.g. bank charges), and all such taxes and charges shall be borne by Customer.

CallApp reserves the right to change the rates of its Service plans at any time upon notice to Customer, and the updated rates will be effective upon renewal of the subscription to the Service. Customer’s continued use of the Service after the rates change takes effect constitutes Customer’s acceptance of the modified Service plans.

If any payment is not received by CallApp by the due date: (i) this payment may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; and (ii) CallApp may suspend the Service until such amounts are paid in full or terminate the Service. Customer shall be responsible for all reasonable costs incurred by CallApp in collecting any overdue amounts, including but not limited to attorneys’ fees and collection agency fees. The aforesaid remedies shall be without prejudice to any other rights or remedies available to CallApp under these Terms or at law.

6. Intellectual Property Rights

Customer hereby grants to CallApp a non-exclusive, non-transferable, worldwide, royalty-free license to use, reproduce, and display the Customer Data, solely for the purpose of providing the Service.

Each of Customer and CallApp retains all rights, title, and interest in and to its intellectual property or any part thereof, including without limitation its Confidential Information. Without derogating from the above, it is clarified that Customer retains all rights, title, and interest in and to the Customer Data and CallApp retains all rights, title, and interest in and to the Service and the CallApp application. Except as expressly set forth in these Terms, each of Customer and CallApp reserves all rights, title and interest in and to their respective intellectual property and nothing contained in these Terms shall be construed as giving to the other party any license, right, title or interest, either implied or otherwise.

Customer hereby grants CallApp a non-exclusive, worldwide, royalty-free license to use Customer’s name, logo, trademarks, and other brand elements for the purpose of identifying Customer as a customer of CallApp and for marketing and promotional purposes. Customer should notify CallApp in writing if it objects to such use by CallApp. Customer is not authorized to use CallApp’s name, logo, trademarks, service marks, or trade dress, and Customer agrees not to display or use them in any manner.

Customer hereby agrees that any feedback, improvements, or ideas that Customer provides to CallApp regarding the Service will be owned solely and exclusively by CallApp and CallApp may freely use and exploit such feedback. To the extent that Customer owns any rights in the feedback, Customer agrees to assign and hereby does assign to CallApp all rights, title, and interest in and to the feedback. Customer acknowledges and agrees that CallApp may monitor Customer’s use of the Service for the purposes of ensuring compliance with these Terms, improving and enhancing the Service, preventing fraud, protecting the security and integrity of the Service, and for other legitimate business purposes, and that CallApp may use and analyze the results of such monitoring in connection with the development, improvement, and provision of the Service.

7. Confidentiality

“Confidential Information” means any non-public information disclosed by either party (“Disclosing Party“) to the other party (“Receiving Party“) in connection with the Service, whether orally, in writing, or by any other means, 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. Confidential Information includes, without limitation, business plans, financial information, technical data, product information, pricing, customer lists, and trade secrets. For the avoidance of doubt, it is clarified that Customer Data submitted for display through the Service shall not constitute Confidential Information.

Receiving Party agrees: (a) to maintain the confidentiality of Disclosing Party’s Confidential Information and to protect it with at least the same degree of care that it uses to protect its own confidential information of similar importance, but in no event less than reasonable care; (b) not to use any of Disclosing Party’s Confidential Information for any purpose outside the scope of these Terms; and (c) to limit access to Disclosing Party’s Confidential Information to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations no less stringent than those set forth in this Section.

The obligations set forth in this Section shall not apply to information that: (a) is or becomes generally available to the public without breach by Receiving Party; (b) was known to Receiving Party prior to its disclosure by Disclosing Party; (c) is received from a third party without restriction on disclosure; or (d) was independently developed by Receiving Party without use of Disclosing Party’s Confidential Information.

Receiving Party may disclose Disclosing Party’s Confidential Information to the extent required by law, regulation, or court order, provided that Receiving Party gives Disclosing Party prompt written notice of such requirement prior to disclosure, if legally permissible, and assists in obtaining an order protecting the Confidential Information from public disclosure.

Upon termination of these Terms, or upon Disclosing Party’s request, Receiving Party will promptly return or destroy all copies of Disclosing Party’s Confidential Information in its possession or control. Notwithstanding the foregoing, the Receiving Party may retain one copy of the Confidential Information solely for legal, regulatory, archival, or compliance purposes, or for the establishment, exercise or defense of legal claims, provided that such retained copy remains subject to the confidentiality obligations set forth in these Terms.

The obligations set forth in this Section will survive termination of these Terms for a period of three (3) years after termination, except for trade secrets, which shall be maintained in confidence for as long as they remain trade secrets under applicable law.

8. Disclaimer of Warranties

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CALLAPP MAKES NO GUARANTEE OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IN CONNECTION WITH THE USE, PERFORMANCE, RELIABILITY, ACCURACY OR QUALITY OF THE SERVICE, INCLUDING WITHOUT LIMITATION THE VERIFICATION FOR THE DISPLAY OF A ‘VERIFIED’ BADGE, OR IN CONNECTION WITH TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, OR AVAILABILITY IN ANY TERRITORY.

CALLAPP DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CUSTOMER DATA OR OTHER INFORMATION WILL NOT BE LOST OR CORRUPTED, THAT INFORMATION CONTAINED IN THE SERVICE INCLUDING WITHOUT LIMITATION PHONE NUMBERS, WILL BE CURRENT, COMPLETE OR ACCURATE. CALLAPP DOES NOT WARRANT THAT CUSTOMER DATA WILL BE DISPLAYED FOR EVERY CALL MADE BY A CUSTOMER PHONE NUMBER OR THAT THE DISPLAY WILL FUNCTION CONSISTENTLY ACROSS ALL DEVICES, NETWORKS, OR NETWORK CONDITIONS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLAPP SHALL NOT BE LIABLE FOR: (I) ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS, OR EXPENSES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, REVENUE, USE, BUSINESS OPPORTUNITIES, REPUTATION, OR GOODWILL; (II) DATA LOSS OR CORRUPTION; (III) ERRORS OR INACCURACIES IN THE SERVICE, INCLUDING WITHOUT LIMITATION IN THE IDENTIFICATION OF CUSTOMER PHONE NUMBERS OR THE DISPLAY OF CUSTOMER DATA; (IV) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; OR (V) COST OF SUBSTITUTE GOODS/SERVICES; IN CONNECTION WITH THE SERVICE, OR ARISING FROM OR RELATING TO THESE TERMS OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE CAUSE OF ACTION, INCLUDING CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY, AND EVEN IF THE POSSIBILITY OF SUCH DAMAGES WAS KNOWN OR SHOULD HAVE BEEN REASONABLY FORESEEN.

WITHOUT DEROGATING FROM THE ABOVE, AND IF A COURT NEVERTHELESS FINDS THAT CALLAPP IS LIABLE FOR DAMAGES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE AGGREGATE LIABILITY OF EITHER PARTY, ARISING FROM OR RELATING TO THESE TERMS OR THE SUBJECT MATTER HEREOF, UNDER ANY CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, SHALL BE LIMITED AND NOT EXCEED THE AMOUNT ACTUALLY PAID TO CALLAPP DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION IS ESSENTIAL TO THE AGREEMENT, AND CALLAPP WOULD NOT PROVIDE THE SERVICE WITHOUT IT.

10. Termination

These Terms shall be effective from your acceptance of them and shall continue in effect until terminated by either party in accordance with these Terms. Customer may terminate its subscription to the Service at any time by written notice to CallApp and the termination will be effective upon expiration of Customer’s then-current subscription to the Service. Fees paid with respect to the then-current subscription are non-refundable. CallApp may terminate the Service at any time by written notice to Customer at least thirty (30) days in advance and shall refund to Customer any pre-paid fees for the period after termination. Either party may terminate immediately upon written notice if the other party breaches a material term of these Terms and fails to cure such breach within fourteen (14) days after receiving written notice thereof.

CallApp may, at its sole discretion, suspend or terminate the Service: (a) if Customer fails to timely pay any amounts due to CallApp under these Terms, such suspension or termination will not release Customer from its payment obligations; or (b) if CallApp determines that Customer’s use of the Service is causing immediate and ongoing harm to CallApp or others. Suspension or termination of the Service as aforesaid shall be without prejudice to any other rights or remedies available to CallApp under these Terms or at law. CallApp will not be liable to Customer or any third party for damages, liabilities, claims or expenses arising from or relating to such suspension or termination.

Upon termination of these Terms: (1) Customer shall immediately cease all use of the Service; (2) Customer shall pay to CallApp all outstanding amounts accrued prior to termination; (3) CallApp shall delete all Customer Data; and (4) any provisions of these Terms that by their nature should survive termination shall survive, including without limitation confidentiality obligations, warranty disclaimers, and limitations of liability. Termination of this Agreement shall be without prejudice to any rights or liabilities of either party which have accrued prior to termination.

11. Governing Law and Jurisdiction

These Terms and any claim or dispute arising under these Terms or related to the Service shall be construed and governed by the laws of the State of Israel, regardless of its conflict of laws rules. The competent courts of Tel Aviv, Israel, shall have sole and exclusive jurisdiction over any claim or dispute arising under these Terms or related to the Service.

12. Update of Terms

We may update these Terms from time to time and such updated Terms will be effective as of the “Last Updated” date above. Customer’s continued use of the Service on or after the “Last Updated” date constitutes Customer’s acceptance of the updated Terms. If Customer objects to any updates, Customer’s sole remedy is to terminate these Terms and cease using the Service.

13. General Provisions

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced by a valid, enforceable provision that most closely matches the intent of the original provision.

These Terms constitute the entire agreement between Customer and CallApp regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the Service. Any terms or conditions set forth in any Order Form or similar document shall be of no force or effect and shall not modify or supplement these Terms in any way, even if signed or accepted by CallApp. Without derogating from the above, Customer acknowledges and agrees that the Service is provided subject to CallApp’s Terms of Service and CallApp’s Privacy Policy, as may be updated from time to time.

You may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without CallApp’s prior written consent. CallApp may assign or transfer these Terms or any rights or obligations hereunder at its sole discretion.

Exhibit A

Data Protection Addendum

This Data Protection Addendum (“DPA”) is incorporated into and forms part of the CallApp for Business – Service Terms or any other agreement governing the use of CallApp’s services (“Agreement”), between CallApp Software Ltd. (“CallApp”, “we”, “us”, or “our”), and you the customer which is counterparty to the Agreement (“Customer”, “you”, or “your”).

Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement. The parties agree that the terms and conditions set out below shall be added as an addendum to the Agreement if and to the extent that Customer Personal Data (as defined below) is processed by CallApp on behalf of Customer.

By creating an account, connecting, accessing, or using the Service, Customer accepts this DPA and agrees that it constitutes a binding legal agreement between Customer and Callapp. If you do not agree to any of the terms of this DPA, please do not provide Personal Data to us.

If you accept this DPA on behalf of a Customer that is an entity, you represent that you are duly authorized and empowered to bind the Customer to this DPA.

1. Definitions

1.1 “Applicable Laws” means (a) the EU General Data Protection Regulation 2016/679 (“GDPR”), with respect to any Customer Personal Data which is subject to the GDPR; and (b) any other applicable and binding privacy and data protection laws and regulations, with respect to any Customer Personal Data which is subject to such laws and regulations, which is known or reasonably expected by CallApp to be applicable to the Processing of Customer Personal Data under the Agreement and this DPA;

1.2 “Customer Personal Data” means any Personal Data Processed by CallApp on behalf of Customer pursuant to or in connection with the Agreement and this DPA;

1.3 “Sub-processor” means any person (excluding an employee or sub-contractor of CallApp) appointed by or on behalf of CallApp to Process Customer Personal Data on behalf of Customer in connection with the Agreement;

1.4 The terms “Controller“, “Data Subject“, “Member State“, “Personal Data“, “Personal Data Breach“, “Processor“, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR.

2. Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Customer Personal Data Customer is the Controller and CallApp is the Processor.

3. Customer’s Processing of Personal Data. Customer’s use of the Service, and Customer’s instructions to CallApp, shall comply with Applicable Laws. Customer shall establish and have any and all required legal basis in order to collect, Process and transfer to CallApp the Customer Personal Data, and to authorize the Processing by CallApp, and for CallApp’s Processing activities on Customer’s behalf.

4. CallApp’s Processing of Personal Data. CallApp may only process the Customer Personal Data for the following purposes: (a) Processing in accordance with the Agreement and this DPA; (b) Processing as part of provision of the Service; (c) Processing to comply with Customer’s reasonable and documented instructions regarding the manner in which the Processing shall be performed, where such instructions are consistent with the terms of the Agreement and this DPA; (d) Processing as required under the laws applicable to CallApp.

5. Details of the Processing. The duration of the Processing, the nature and purpose of the Processing, the types of Customer Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 1 (Details of Processing) to this DPA.

6. Confidentiality. CallApp shall ensure that its personnel engaged in the Processing of Customer Personal Data have committed themselves to confidentiality.

7. Sub-processors. Customer authorizes CallApp to appoint Sub-processors and permits each Sub-processor appointed in accordance with this Section to appoint further Sub-processors. CallApp may continue to use those Sub-processors already engaged by CallApp as of the date of this DPA, as listed in Schedule 1. CallApp shall give Customer prior written notice of the appointment of any new Sub-processor. Within fifteen (15) days of receipt of CallApp’s notice, Customer may notify CallApp in writing of any objections (on reasonable grounds) to the proposed appointment, and Customer’s notice shall include the reasons for objecting. CallApp shall use commercially reasonable efforts to resolve Customer’s objection. If CallApp is unable to resolve the objection within thirty (30) days, Customer may, as its sole remedy, terminate that portion of the Service which requires the use of the new Sub-processor to whom Customer objects. If CallApp receives no notice of objection from Customer during the fifteen (15) day period mentioned above, Customer shall be deemed to accept and consent to the appointment of the new Sub-processor. CallApp shall ensure that the arrangement between CallApp and each Sub-processor is governed by a written contract including terms which offer at least the same level of protection for Customer Personal Data as those set out in this DPA. CallApp shall require each Sub-processor to perform the obligations under this DPA, as they apply to processing of Customer Personal Data carried out by that Sub-processor, as if it were party to this DPA in place of CallApp. Where a Sub-processor fails to fulfil its data protection obligations concerning its Customer Processing of Personal Data, CallApp shall remain responsible for the performance of the Sub-processor’s obligations.

8. Security Measures and Personal Data Breach. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing by CallApp, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, CallApp shall implement appropriate technical and organizational measures to reasonably ensure a level of security appropriate to that risk in relation to processing by CallApp of the Customer Personal Data. CallApp shall notify Customer in writing without undue delay upon becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with reasonably sufficient information that is available to CallApp. CallApp shall make commercially reasonable efforts to identify and take steps, as CallApp deems necessary and reasonable, in order to remediate or mitigate the cause of the Personal Data Breach, to the extent the remediation or mitigation is within CallApp’s reasonable control. Customer shall not disclose or publish any finding, communication, notice, press release or report concerning any Personal Data Breach which directly or indirectly identifies CallApp (including in any legal proceeding or in any notification to regulatory or supervisory authorities or affected individuals) without CallApp’s prior written consent, unless, and to the extent that, Customer is compelled to do so in order to notify any competent data protection authority, or pursuant to Applicable Laws. Unless prohibited by such laws, Customer shall provide CallApp with reasonable prior written notice of such intended disclosure. CallApp’s obligation to notify and to take steps to remediate or mitigate a Personal Data Breach under this Sectionis not, and will not, be construed as an acknowledgement by CallApp of any fault or liability with respect to such Personal Data Breach.

9. Deletion of Customer Personal Data. Upon a reasonable time after the date of termination or expiration of the Service CallApp shall delete the Customer Personal Data. Notwithstanding the foregoing, CallApp may retain one copy of the Customer Personal Data solely for legal, regulatory, archival, or compliance purposes, or for the establishment, exercise or defense of legal claims, provided that CallApp shall ensure the confidentiality of such retained copy and shall ensure that it is only Processed as necessary for the purposes specified

10. Data Subject requests. CallApp shall promptly notify Customer if CallApp receives a request from a Data Subject in respect of Customer Personal Data under any Applicable Laws and shall refer the Data Subject to Customer. CallApp shall respond to that request according to the documented instructions of Customer or as required by Applicable Laws to which CallApp is subject.

11. Audits. Customer shall have the right to perform audits of CallApp’s processing of Customer Personal Data, not more than once per calendar year and upon at least thirty (30) days’ prior written notice to CallApp, in order to verify CallApp’s, and any Sub-processor’s, compliance with this DPA. Subject to strict confidentiality undertakings by Customer, CallApp shall make available to Customer (that is not a competitor of CallApp) information necessary to demonstrate compliance with this DPA. Audits regarding security shall be confined to documentation prepared by CallApp, and in any event will not entitle Customer to conduct technological investigations on CallApp’s information systems. Customer shall make (and ensure that each of its appointed auditors makes) reasonable efforts to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to CallApp’s premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit. Customer shall bear all costs for audits set out herein.

12. Transfer of Customer Personal Data. In the event that the processing activities under this DPA are considered as a Restricted Transfer, Customer (as “data exporter”) and CallApp (as “data importer”) hereby enter into the applicable Standard Contractual Clauses in respect of any Restricted Transfer from Customer to CallApp. “Restricted Transfer” means a transfer of Customer Personal Data from Customer to CallApp or an onward transfer of Customer Personal Data from CallApp to a Sub-processor, where such transfer would be prohibited by Applicable Laws in the absence of the EU Standard Contractual Clause, or if applicable, as adapted by an addendum issued by a regulator in a country outside the EU

13. Governing Law and Jurisdiction. This DPA and all rights and obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Agreement. The parties hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity.

14. Order of Precedence. In the event of any conflict between provisions of this DPA and provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Customer Personal Data.

15. Term and Termination. This DPA shall enter into force on the effective date of the Agreement and shall remain in force until the termination or expiration of the Agreement, whereupon it shall terminate automatically without further notice. Either party may terminate this DPA by giving the other party thirty (30) days written notice.

16. Limitation of Liability. The parties’ liability for any losses or damages related to a breach of this DPA or any Applicable Laws shall be subject to the limitations of liability in the Agreement.

17. Update. CallApp reserves the right to update this DPA in accordance with the “Update of Terms” provision in the Agreement.

Schedule 1

Details of Processing

 Subject matter of processing

Customer Personal Data processed by CallApp on behalf of Customer, if any, in performance of the Service.

Nature and purpose of processing

(a) Processing in accordance with the Agreement and the DPA; (b) Processing as part of performance of the Service; (c) Processing to comply with Customer’s instructions regarding the manner in which the Processing shall be performed, where such instructions are consistent with the terms of the Agreement and this DPA; (d) Processing as required under the laws applicable to CallApp.

Categories of data subjects

Customer may submit Customer Personal Data to the Service in its sole discretion. Typically, such data relates to Customer’s personnel (employees, subcontractors, agents, representatives).

Types of personal data

Customer may submit Customer Personal Data to the Service, the extent and nature of which is determined and controlled by Customer in its sole discretion. This data typically includes Customer’s personnel’s name and contact information.

Duration of processing

During the term of the Agreement and any additional periods provided therein.

Security measures

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing by CallApp, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, CallApp shall implement appropriate technical and organizational measures to reasonably ensure a level of security appropriate to that risk in relation to processing by CallApp of the Customer Personal Data.

Sub-processors