Terms and Conditions of the Evaboot Services

Valid as of: 22 May 2023.

Article 1 – Scope of application.

The following terms and conditions govern all use of the Evaboot services offered on the Evaboot domain evaboot.com (the “Website”). The Services – as defined below – are offered by Evaboot (i.e. Evaboot S.A.S. with registered office at 78 Avenue Des Champs-Élysées 75008 Paris and registered with R.C.S. Paris under number 907 956 916 ; hereafter "Evaboot", "us", "we", or "our") subject to the Customer's acceptance, without modification, of all of the terms and conditions contained herein (the "Terms and Conditions").

Please read these Terms and Conditions carefully before accessing or using the Services. When opening an Account (as defined below) the Customer agrees to be bound by the Terms and Conditions which are presented to the Customer during the Account creation process through a specific checkbox. If the Customer does not agree to all the Terms and Conditions, then the Customer may not access or use the Services. If these Terms and Conditions are considered an offer by Evaboot, acceptance is expressly limited to these terms. The Agreement excludes all other general and/or special terms and conditions applied by the Customer. The Services are available only to individuals who are at least 18 years old.

Article 2 – Definitions.

Capitalised terms have the following meanings ascribed to them:

"Customer": designates the natural person or legal entity having entered into these Terms and Conditions for professional purposes. 

"Data": designates all data that is extracted by Evaboot and provided to the Customer as part of the Services.

"Intellectual Property Rights": designates patents, plans, models, drawings, copyrights, software rights, database rights, trademarks, service marks, know-how, domain names, commercial trading names (registered or otherwise, including all registration applications relating to the said rights) and in general all similar rights including any extension and renewal of the said rights, worldwide.

"Evaboot": designates the limited liability company (SAS) Evaboot S.A.S., or any legal successor. 

"Browser Extension" designates the browser extension managed by Evaboot to provide the Services.

"Services": designates the services provided by Evaboot to extract and provide to the Customer the Data on the Website through the use of the Browser Extension, depending on the subscription plan chosen by the Customer and the number of credits associated with this subscription plan.

"User": designates any person under the authority of the Customer (agent, employee, representative, proxy etc.) who is authorised to access the Services.

Article 3 – Purpose and description of the Services.

The purpose of these Terms and Conditions is to define the rules applicable to Services. 

The Service allows the Customer to extract structured Data from LinkedIn Sales Navigator, to find emails related to the Data extracted and create contact list. The Service is provided based on a Browser Extension that is only compatible with Google Chrome or Chrome-based browsers (such as Brave, etc.) and based on the Customer's account on LinkedIn Sales Navigators.

Evaboot grants the Customer, who accepts:

- Right of access to the Website through the Customer Account, at the conditions defined below;

- Right of use of the Services and the email and chat support services depending on the subscription plan (and associated credits) chosen by the Customer, in return for the payment of the fees indicated during the order process. No fees are due if the Customer subscribes to the freemium access. 

Article 4 – Customer's Evaboot Account and conditions to subscribe to the Services.

The Customer must create an account on the Website to use the Services (hereafter "Account").

An Account includes a unique identifier (login) and a password or other form of unique identification determined by Evaboot

The Customer alone will use this right of access to its Account. Evaboot will carry out its best commercial efforts to minimize the time during which the Website (including the Account) is not available due to maintenance or correction of bugs. The Customer is responsible for maintaining the security of the Customer's Account, and the Customer is fully responsible for all activities that occur under the Account and any other actions taken in connection with the Account. The Customer must immediately notify Evaboot of any unauthorized uses of the Customer's Account or any other breaches of security. 

Evaboot will not be liable for any acts or omissions by the Customer on the Account, including any damages of any kind incurred as a result of such acts or omissions. The Customer must be a human. Accounts registered by “bots” or other automated methods are not permitted. The Customer must provide a valid email address and any other information requested in order to complete the sign-up process. Accounts may only be accessed and used by the individual whose details were entered upon Account creation (the User). 

The Account login credentials cannot be shared with any other individual or company. The Customer must not create more than one account.

The Customer must not, in the use of the Services, violate any applicable laws (e.g. in the Customer's jurisdiction or in the European Union (EU)) (including but not limited to copyright or trademark laws). Furthermore the Customer shall only use the Services provided that it is a legitimate and registered user of LinkedIn Sales Navigator, in order to extract the Data for purposes covered by the rights and obligations of a lawful user of the data made available on LinkedIn and/or Linked Sales Navigator.

The Customer will only use the Data for purposes that are compatible with the original purposes, namely networking purposes and careers opportunities offering. The Customer shall comply with the data protection legislation applicable to them (including ePrivacy rules and marketing rules) and the individuals whom Data are processed. In no case Evaboot can be held liable for LinkedIn's actions on the Customer's LinkedIn and LinkedIn Sales Navigator accounts (e.g. account suspension, restriction or ban).

The Customer is advised of the technical contingencies inherent in the Internet, and of the access interruptions, which could arise from this. Consequently, Evaboot cannot be held liable for any downtimes or slowdowns affecting the Services and/or the Website. Evaboot is not able to guarantee the continuity of the Services executed remotely via the Internet, which fact is recognised by the Customer. Access to the Website and/or Services may be suspended on occasion for maintenance operations, which are necessary for the effective functioning of the Services. In the event of interruption to the Services and/or Website, Evaboot undertakes to inform the Customer as fully and promptly as possible in order to enable the Customer to take measures to prevent any disruption to its business. Evaboot cannot be held liable for any impact such downtime might have on the Customer's business.

The Customer is aware that the Services work exclusively with LinkedIn Sales Navigator, but in no circumstance grants a license to the Customer. The Customer is aware that LinkedIn can limit the Customer's number of connections and/or searches and the Customer's ability to contact other LinkedIn Members.

The Customer is also aware that LinkedIn can restrict, suspend, or terminate the Customer's LinkedIn account if the Customer breach the LinkedIn terms, procedures and any other applicable policies, the law or is misusing the LinkedIn services. Consequently, Evaboot cannot be held liable for any restrictions, limitations, action, downtimes or slowdowns resulting from LinkedIn's documentation, technical issues, initiatives or enforcement of their own terms of use affecting the Services. Evaboot cannot be held liable for any impact such downtime might have on the Customer's business. Each LinkedIn Sales Navigator account can only be linked to one Customer Account on the Website.

The Customer shall not use services that are similar to the Evaboot Services when the Customer has an active (or ongoing) subscription plan, an active (or ongoing) free trial, or have existing Evaboot credits. As such use could impair the extraction of leads from a technical perspective. If the Customer subscribes or uses the Services, the Customer agrees to let Evaboot access the Customer's account on LinkedIn Sales Navigator for pooling features. The pooling features allow the Customer to use the full potential of the Services and obtain more extracted Data. In case the potential Customer does not want the pooling feature the potential Customer shall not create an Account and use the Services. Creation of an account means acceptance of the Terms and Conditions and acceptance of the pooling feature. 

Article 5 – Use of the Services

The Customer undertakes to use the Services for its own professional needs and in accordance with their purpose, to the exclusion of any others. In this regard, the Customer will refrain in particular from:

  - Attempting to circumvent, access or modify the security, authentication and confidentiality procedures governing access to the Services or to the Data;

- Exceeding the usage limitations of a Customer or Account;

- Attempting to test the vulnerabilities of the Website;

- Modifying or attempting to modify the Services;

- Introducing viruses, malware, denial-of-service attacks or any other action, which might result in degrading, slowing down, damaging or incurring any, risk whatsoever for the Services;

- Using any technology to copy or use the Services or the Data for any other purpose than that authorised by Evaboot;

- Attempting to access or modify the Data of other Customers or Users.

Article 6 – Payment and invoices

Optional paid services, including any scans, exports, or enrichments beyond the included free credits and free matches, are available on the Services.

By choosing a specific subscription plan, the Customer agrees to pay Evaboot the fees for that plan based on the pricing tier, which is indicated on the Website at the time of the order and payment.

Evaboot accept payments made by credit card, debit card or wire transfer.

Payments will be billed automatically and may be processed in groups. Some payments may be charged up to 10 days later.

Should the Customer wish to cancel the plan, the Customer will lose all remaining credits/matches in the Customer's account at the end of the billing cycle. The Customer may no longer have access to credits/matches that rolled over from previous billing cycles when the Customer changes the plan.

The Customer agrees to be responsible for any overage charges incurred once the Customer has exhausted the Customer's credits/matches.

Invoices are available in the billing portal of the Customer's Account.

Article 7 – Refunds.

Evaboot does not provide any refunds to Customers who are not satisfied with numbers of emails found or, more generally, with the Data provided as part of the Service. As soon as the Data is made available for download on the Customer's Account, the Customer gets value from the tool, which we can’t take back from the Customer. Hence, the Customer won’t be refunded for the Data already provided. 

For unused credits during a fixed subscription period (e.g. on a monthly or yearly basis), they will be reported to the next subscription period once the initial subscription period expires, but only where the Customer renews its initial subscription. 

Article 8 – Support.

The Services include access to chat support and email support. “Chat support” means the ability to make requests for technical support assistance through the chat available on the Evaboot Website at any time (with reasonable efforts by Evaboot to respond as soon as possible depending on Evaboot staff's availabilities) concerning the use of the Services. “Email support” means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by Evaboot to respond within three business days) concerning the use of the Services.  

Article 9 – Use of Customer's logo.

By creating an account, the Customer grants Evaboot a perpetual worldwide license to use the Customer's company’s name and logo(s) for the sole purpose of Evaboot’s marketing and sales efforts, such as listing the Customer as an Evaboot Customer on the Website. The Customer may revoke this license at any time by notifying Evaboot via email. Evaboot shall provide receipt confirmation of such notification and a response providing details on the follow-up to the request for revocation within 30 days following the notification. The Customer guarantees that it has the full right to grant the license subject to this clause to Evaboot.

Article 10 – Copyright Infringement.

As Evaboot asks others to respect its Intellectual Property Rights, it respects the Intellectual Property Rights of others. If the Customer believes that a material located on or linked to by Evaboot violates the Customer's copyright, the Customer is encouraged to notify Evaboot. Evaboot will respond to all such notices, within 30 working days, by removing the proven infringing material or disabling all links to the proven infringing material. Evaboot will terminate a Customer’s access to and use of the Services if, under appropriate circumstances, the Customer is determined to have infringed copyrights or other Intellectual Property Rights of Evaboot or third parties.

Article 11 – Intellectual Property.

Evaboot does not transfer to the Customer any Evaboot or third-party Intellectual Property Rights, and all right, title and interest in and to such property will remain (as between the parties) solely with Evaboot.

Evaboot, the Evaboot logo, and all other trademarks, service marks, graphics and logos used in connection with Evaboot, or the Services are trademarks or registered trademarks of Evaboot or Evaboot licensors. Other trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other third parties.

The use of the Services grants the Customer no right or license to reproduce or otherwise use any Evaboot or third-party trademarks.

Evaboot remains the sole owner of the Services and all Intellectual Property Rights attaching thereto.

The Customer has no prerogative beyond the use of the Services in compliance with the Terms and Conditions. The Customer undertakes to not to make any modification to the Services placed at its disposal. Any breach of this obligation would immediately entail termination of the Terms and Conditions. Any reproduction, even partial, of the Website and is subject to the prior written authorisation of Evaboot. 

The Customer expressly authorises Evaboot to make use of the data input into the Services - to the exclusion of personal data - in order to aggregate it with comparable data from other customers, for the purposes of enabling Evaboot to offer Services to its Customers.

The Customer also authorises Evaboot to use the Data, in particular by copying, converting, creating meta-data and, in general, to undertake any action on the Data which, in the opinion of Evaboot, may be useful or in the Customer's or the User's interest within the context of their use of the Services.

Article 12 – Use License

Under this license, the Customer may not:

• Build a similar or competitive service.
• In any way, violate any applicable federal, state, local, or international law or regulation (including, without limitation, any applicable laws regarding the export of data or software to and from the EU or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• Send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms and Conditions.
• Impersonate or attempt to impersonate Evaboot, an Evaboot employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Evaboot or users of the website or expose them to liability.

Additionally, the Customer agrees not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without Evaboot prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Attempt to decompile or reverse engineer any software contained on the Website.
• Otherwise attempt to interfere with the proper working of the Website.
• The Customer's license to use the Services shall automatically terminate if the Customer violates any of these prohibitions or restrictions and may be terminated by Evaboot at any time, in its sole discretion.

Article 13 – Changes.

Evaboot reserves the right, at its sole discretion, to modify or replace any part of these Terms and Conditions. The Terms and Conditions' changes shall be communicated through email to the Customer. The Customer's continued use of or access to the Services following the notification of any changes to these Terms and Conditions constitutes acceptance of those changes. Evaboot may also, in the future, offer new services and/or features through the Services (including, the release of new tools and resources). Such new features and/or services shall be subject to the Terms and Conditions.

Article 14 – Termination.

Evaboot may terminate the Customer's access to all or any part of the Services at any time, with or without cause, with a ten (10) days notice.

These Terms and Conditions enter into force when the Customer accepts them when opening an Account on the Website. Unless cancelled by the Customer when deleting the Account through the platform prior to expiration, at every renewal the Terms and Conditions will be automatically extended for the same period.

When deleting his/her/its own account, the Customer may end the Terms and Conditions without any compensation being due.

Failure to comply with the conditions for terminating the Terms and Conditions results in the termination being null and void.

Article 15 – Disclaimer of Warranties.

The Services are provided “as is”. Evaboot and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Evaboot nor its suppliers and licensors makes any warranty that the Services nor the Website will be error-free or that access thereto will be continuous or uninterrupted. The Customer understands that the Customer downloads from, or otherwise obtains content or services through, the Services at the Customer's own discretion and risk.

Article 16 – Personal data retention

After a period of thirty (30) days has elapsed since the Customer deletes its online Account with Evaboot or, if the Account is not deleted by the Customer, after a period of three (3) years has elapsed since the extraction of the Data, Evaboot will destroy all personal data (including all copies of the personal data) in its possession or control (including any Data subcontracted to a Sub-processor for processing), except where the personal data have been anonymised. During the period of three (3) years, the personal data is available for download on the Customer's Account, unless the Account is deleted by Customer before the end of this period.

Article 17 – Limitation of Liability.

In no event will Evaboot, or its suppliers or licensors, be liable with respect to any subject matter of the Terms and Conditions under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages (e.g. loss of profit, loss of clientele, all financial or commercial detriment and the loss, theft, inaccuracy or corruption of the data); (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by the Customer to Evaboot under the Terms and Conditions during the twelve (12) month period prior to the cause of action. Evaboot shall have no liability for any failure or delay due to matters beyond or not within their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

Evaboot shall not be liable for any actions that the Customers and/or Users carry out themselves on their LinkedIn Sales Navigator account. 

Article 18 – General Representation and Warranty.

The Customer represents and warrants that (i) the Customer's use of the Services will be in strict accordance with these Terms and Conditions and with all applicable laws and regulations (including without limitation any local laws or regulations in the Customer's country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which the Customer resides) and (ii) the Customer's use of the Services will not infringe or misappropriate the Intellectual Property Rights of any third party.

Article 19 – Indemnification.

The Customer agrees to indemnify and holds harmless Evaboot, its contractors, its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of the Customer's use of the Services, including but not limited to the Customer's violation of the Terms and Conditions.

Article 20 – Force majeure.

The parties cannot be held liable for the non-fulfilment of their obligations if such non-fulfilment is due to a case of force majeure (e.g. fire incident, abrupt end of LinkedIn services), within the meaning ascribed in French case-law. A party invoking force majeure is required to report this without delay to the other party, by registered letter, specifying the precise reasons and consequences that prevent its performance of the Terms and Conditions. Beyond a suspension period for force majeure of three (3) months, the first party to take action can request the cancellation of the Terms and Conditions.

Article 21 – Confidentiality 

Evaboot undertakes to put in place organisational and technical measures to ensure the confidentiality of the Confidential Information (as defined below) transmitted by the Customer and Users. 

Each Party undertakes to maintain the confidentiality of the Confidential Information and to disclose it only to those of its employees, sub-contractors or suppliers who have a need to know it for the performance of the Terms and Conditions. The following are regarded as Confidential Information: all information, Data, documents of any kind transmitted by one Party to the other Party or brought to its attention in writing, verbally or by any other means, and including without limitation all technical, commercial, accounting, strategic or financial information, studies, specifications, software, know-how, products. The Parties will not be required to observe this obligation where the Confidential Information: 

• comes into the public domain, or does so in the future, without fault on the part of the Receiving Party, 
• is already known to the Receiving Party at the time of its disclosure by one of the Parties, without any violation of a pre-existing confidentiality undertaking,
• is transmitted to one Party by the other Party with express exemption from the obligation of confidentiality, 
• has been developed independently by the receiving Party, 
• has been provided lawfully by a third party to one of the Parties with no obligation of confidentiality,
• where disclosure is required by law or by the applicable regulations or by a court ruling. 

The Parties will continue to be bound by the clauses of this article for a period of five (5) years following the expiration or cancellation of these Terms and Conditions irrespective of the cause. Each Party guarantees compliance with this obligation on the part of its employees, contractors, affiliated or linked companies and sub-contractors, as applicable.

Article 22 – Data Protection.

1. Definitions 

1.1. The terms "controller", "processor", "data subject", "personal data", "processing" (and "process") and "special categories of personal data" have the meanings given in Applicable Data Protection Law; 

1.2 "Applicable Data Protection Law" means: 

(i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ("General Data Protection Regulation" or "GDPR"); 

(ii) Directive 2002/58/EC on the protection of privacy in the context of electronic communications (the "ePrivacy Directive"); and

(iii) any and all applicable national data protection laws in EEA member states made under, pursuant to, or that apply in conjunction with any of (i) or (ii) above; 

in each case as may be amended or superseded from time to time; 

1.3. "European Economic Area" or "EEA" means the Member States of the European Union, plus Norway, Iceland and Lichtenstein.

1.4. "Standard Contractual Clauses" means the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council. These standard contractual clauses are accessible via the following link: Standard Contractual Clauses (SCC) | European Commission (europa.eu). They may be amended or replaced by the European Commission from time to time.

2. Relationship of the Parties

2.1. The Customer (the controller) appoints Evaboot as a processor to process the personal data described in Annex I: Personal Data Processing Description (the "Personal Data"). Each Party shall comply with the obligations that apply to it under Applicable Data Protection Law.

3. Purpose limitation

3.1. Evaboot shall process the Personal Data as a processor for the purposes described in Annex I and strictly in accordance with the documented instructions of Customer and the Services Agreement (the "Permitted Purpose"), except where otherwise required by any EU or EEA member state law applicable to Evaboot.    

3.2. Evaboot shall immediately inform Customer if it becomes aware that Customer's processing instructions infringe Applicable Personal Data Protection Law.

4. International transfers

4.1. The Parties agree that if the Personal Data is being transferred to, stored by, or accessed by the Customer in a country, outside the EEA that is not deemed adequate by the European Commission, such transfer of Personal Data shall be subject to the Standard Contractual Clauses, unless the Customer demonstrates that it has put in place other appropriate safeguards in accordance with Applicable Data Protection Law.

4.2. In accordance with section 4.1 above, the Standard Contractual Clauses shall be completed as follows when the Customer is located outside of the EEA:

(a) Module Four (Processor-to- Controller) will apply;

(b) in Clause 7 ("Docking clause"), the optional docking clause will apply;

(c)in Clause 11 ("Redress"), the optional language will not apply;

(d)in Clause 17 ("Governing law"), Option 1 will apply, and the SCC will be governed by French law;

(e)in Clause 18(b) ("Choice of forum and jurisdiction"), disputes shall be resolved before the courts of Paris;

(f)Annex I of the SCC shall be deemed completed with the information set out in Annex I to these Terms and Conditions.

4.3. In the event that any provision of these Terms and Conditions contradicts, directly or indirectly, the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail. 

4.4. Evaboot shall not transfer the Personal Data (nor permit the Personal Data to be transferred) to any Sub-processor in a country, region or sector outside of the EEA unless such transfer is to a country, region or sector that has been recognized by the European Commission as providing an adequate level of protection for Personal Data in accordance with Applicable Data Protection Law. 

4.5. If the Personal Data is being transferred to, stored by, or accessed by a Sub-processor in a country, region, or by a sector, outside the EEA that is not deemed adequate by the European Commission, such transfer can take place if Evaboot has implemented such appropriate safeguards with the Sub-processor as are necessary to ensure an essentially equivalent level of protection for the Personal Data that are being transferred in compliance with Applicable Data Protection Law. Such safeguards may include (without limitation) transferring the Personal Data to a Sub-processor that has achieved binding corporate rules authorisation in accordance with Applicable Data Protection Law or that has executed the Standard Contractual Clauses with Evaboot.

5. Confidentiality of processing

5.1. Evaboot shall ensure that any person that it authorises to process the Personal Data (including Evaboot's staff, agents and subcontractors) (an "Authorised Person") shall be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty), and shall not permit any person to process the Personal Data who is not under such a duty of confidentiality.

6. Security

6.1. Evaboot shall implement and maintain appropriate technical and organisational measures to protect the Personal Data from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data (a "Security Incident"). Such measures shall have regard to the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. 

7. Security Incidents

Upon becoming aware of a Security Incident, Evaboot shall inform Customer without undue delay and shall provide all such timely information and cooperation as Customer may reasonably require in order for Customer to fulfil its Personal Data breach reporting obligations under Applicable Data Protection Law. Evaboot shall further take all such measures and actions as are necessary to remedy or mitigate the effects of the Security Incident and shall keep Customer informed of all developments in connection with the Security Incident.

8. Sub processing

8.1. With the exception of the third parties subject to the general authorisation set out below under article 8.4 and that are already relied upon at the time of entry into this agreement, Evaboot shall not subcontract any processing of the Personal Data to a third party sub processor (a "Sub-processor") without the prior written consent of Customer.  

8.2. Notwithstanding this, Customer consents to Evaboot engaging Sub-processors to process the Personal Data provided that: (i) Evaboot provides at a reasonable prior notice of the addition or removal of any sub processor (including details of the processing it performs or will perform), which may be given by sending details of such addition or removal by email; (ii) Evaboot imposes Personal Data protection terms on any sub processor it appoints that protect the Personal Data to the same standard provided for by these Terms and Conditions; and (iii) Evaboot remains fully liable for any breach of these Terms and Conditions that is caused by an act, error or omission of its Sub-processors.

8.3. If Customer refuses to consent to Evaboot's appointment of a Sub-processor on reasonable grounds relating to the protection of the Personal Data, then either Evaboot will not appoint the Sub- processor or Customer may elect to suspend or terminate these Terms and Conditions without indemnity or refund to be paid by Evaboot.

8.4. Customers authorises Evaboot to rely upon Sub-processors for the following operations:

(i) Hosting end user application interface (Bubble);

(ii) Hosting database of end users' Data (Heroku); and

(iii)Finding and testing inferred email addresses of leads.

9. Cooperation and data subjects' rights

9.1 Evaboot shall provide all reasonable and timely assistance to Customer to enable Customer to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and Personal Data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Personal Data. In the event that any such request, correspondence, enquiry or complaint is made directly to Evaboot, Evaboot shall promptly inform Customer providing full details of the same.

10. Data Protection Impact Assessment

10.1. Upon Customer's request, Evaboot shall provide Customer with all such reasonable and timely assistance as Customer may require in order to conduct a data protection impact assessment in accordance with Applicable Data Protection Law including, if necessary, to assist Customer to consult with its relevant data protection authority. 

11. Deletion or return of Personal Data

11.1. After a period of thirty (30) days has elapsed since the Customer deleted its online account with Evaboot or, if the account is not deleted by the Customer, after a period of three (3) years has elapsed since the extraction of leads' Personal Data, Evaboot shall destroy all Personal Data (including all copies of the Personal Data) in its possession or control (including any Personal Data subcontracted to a Sub-processor for processing), except where the Data have been anonymised. During the period of three (3) years, the Personal Data is available for download on the Customer's account, unless the account is deleted by Customer before the end of this period.

11.2. This requirement shall not apply to the extent that Evaboot is required by any EU (or any EEA member state) law to retain some or all of the Personal Data, in which event Evaboot shall isolate and protect the Personal Data from any further processing except to the extent required by such law until deletion is possible.

12. Audit and verification of compliance

12.1. Upon Customer's request and at its own costs, Evaboot shall make available to Customer all information necessary to demonstrate compliance with these Terms and Conditions.  

12.2. Evaboot shall permit Customer (or its appointed third party auditors) to audit Evaboot's compliance with these Terms and Conditions, and shall make available to Customer all information, systems and staff necessary for Customer (or its third party auditors) to conduct such audit. Evaboot acknowledges that Customer (or its third party auditors) may enter its premises for the purposes of conducting this audit, provided that Customer gives it thirty (30) days prior notice of its intention to audit, conducts its audit during normal business hours, and takes all reasonable measures to prevent unnecessary disruption to Evaboot's operations. Customer will not exercise its audit rights more than once in any twelve (12) calendar month period, except (i) if and when required by instruction of a competent data protection authority; or (ii) Customer believes a further audit is necessary due to a Security Incident suffered by Evaboot. 

12.3. Evaboot is entitled to invoice the Customer the time spent in responding to the Customer's request or assisting the Customer's exercising its right to audit.

13. Indemnity

13.1. Each Party (the "Indemnifying Party") is liable for its obligations set out in these Terms and Conditions and in Applicable Data Protection Law. Any liability arising out of or in connection with a violation of the obligations of these Terms and Conditions or under Applicable Data Protection Law, shall follow, and be governed by, the liability provisions set forth in, or otherwise applicable to, the Services Agreement, unless otherwise provided within these Terms and Conditions. If the liability is governed by the liability provisions set forth in, or otherwise applicable to, the Services Agreement, for the purpose of calculating liability caps and/or determining the application of other limitations on liability, the liability occurring under these Terms and Conditions shall be deemed to occur under the relevant Services Agreement.

Article 23 – Other provisions

1.Completeness of the Terms and Conditions

1.1. These Terms and Conditions constitute the entire agreement between Evaboot and the Customer, to the exclusion of all general terms and conditions applied by the Customer.

2. Nullity

2.1. In the event that one clause of the Terms and Conditions is declared null and void or non-enforceable by a competent court, the said clause will be reinterpreted, as far as possible, in accordance with the original intention and the remaining clauses will remain in force. 

Article 24 – Assignment of jurisdiction and governing law

These Terms and Conditions are subject to French law, to the exclusion of any other law. In the event of any dispute as to the interpretation, conclusion, performance or cancellation of these Terms and Conditions, or in relation to it, the courts and tribunals of Paris will have sole jurisdiction.