Terms and Conditions for Contracting and Use of the Platform

1. Introduction

This document governs the general terms and conditions for contracting between the company SYNAPSALE, S.L., as the provider of the services, and the Client, as the contracting party of the services and user of the SYNAPSALE Platform, accessible through www.synapsale.com and www.synapsale.es.

2. Identification of the Provider and Responsible Declaration

2.1. The service provider and owner of the Platform is the company SYNAPSALE, S.L., with Tax ID (CIF) B-21699848 and registered office at Calle Fuente San Isidro, 5-12 - 46184 - San Antonio de Benageber (Valencia), Spain, registered with the Valencia Commercial Registry. Hereinafter, in these terms and conditions, the service provider will be referred to as SYNAPSALE.

2.2. SYNAPSALE declares that it will carry out its activity with loyalty and due diligence, complying with and respecting at all times the provisions of the applicable legislation, and specifically the provisions of: Law 7/1998 of April 13 on General Contracting Conditions; Law 7/1996 of January 15 on the Regulation of Retail Trade in relation to distance selling; the General Law for the Defense of Consumers and Users approved by Royal Legislative Decree 1/2007; Regulation (EU) 2016/679 (General Data Protection Regulation - GDPR); Organic Law 3/2018 on the Protection of Personal Data and Guarantee of Digital Rights; and Law 34/2002 on Information Society Services and Electronic Commerce (LSSICE).

3. Preliminary Considerations

3.1. Acceptance of this document in connection with the formalization of the contractual relationship implies that the persons who have intervened in the signing of the contract have read, understand and accept what is set forth herein; that they are of legal age and have legal capacity to contract; and that they responsibly declare that they have the necessary authority of representation to enter into agreements and contracts on behalf of the Client, who assumes the obligations set forth herein.

3.2. These terms shall have an indefinite period of validity and shall apply to all contracts entered into with SYNAPSALE for the use of and access to the Platform.

3.3. SYNAPSALE reserves the right to modify or amend these terms at any time, and the use of the Platform shall imply acceptance of the rules of use and instructions that SYNAPSALE has communicated to the Client after acceptance of the Terms and Conditions of Use. If the modifications constitute a material change to the terms, SYNAPSALE shall notify the Client by publishing an announcement on the Platform or by communicating it directly to the Client, without such changes affecting products or services that were acquired prior to the modification of the terms.

3.4. By accepting these provisions, the Client is bound by these terms and conditions, which together with the Privacy Policy and the Data Processing Agreement (DPA) govern the contractual relationship entered into between the parties. If the Client does not agree with any part of the terms and conditions, it will not be possible to complete registration, access and use of the Platform; therefore, the Client must expressly accept these terms and conditions in order to use the Platform and the software created by SYNAPSALE.

3.5. The Client accepts that SYNAPSALE is the owner of, or holds the necessary rights to grant, use of the Platform, and acknowledges that it has no ownership rights over the Platform and that contracting the services shall not be considered a sale of the Platform under any circumstances.

3.6. Subject to compliance with these Terms and Conditions for Contracting and Use and payment of the agreed price, SYNAPSALE grants the Client, for the agreed term, a non-exclusive, time-limited, non-transferable and revocable access license for access to and internal use of the Platform, and in no event for commercial purposes or to provide access to third parties in exchange for economic compensation. SYNAPSALE reserves all rights in and to the Platform not expressly granted to the Client under the license.

4. Services Developed by SYNAPSALE

4.1. The services developed by SYNAPSALE and made available to the Client on the Platform mainly consist of automated profile search based on predefined criteria, contact data enrichment, the sending of connection requests in an automated or semi-automated manner, preconfigured initial messaging through different channels, activity follow-up reports, among other functionalities. The application developed integrates and interacts with various platforms such as LinkedIn, Gmail (Google), Outlook (Microsoft), Apollo, OpenAI and other integrated platforms whose use is subject to the Terms and Conditions and Privacy Policy of those platforms.

4.2. The Client understands and accepts that it is responsible for accessing and using the Platform at its own risk, with its own means, equipment and devices, acquiring at its own expense the supplies and infrastructure necessary for access to the Platform, and being responsible for contracting, installing and maintaining the required lines.

4.3. By contracting the service and accepting these terms and conditions, the Client acknowledges that the contracted services correspond to what was evidenced in any tests and demonstrations that may have been carried out previously regarding the operation of the Platform and its features and functionalities.

5. Registration Process for Access to the Platform

5.1. In order to complete the registration process and be able to access the Platform, the Client must provide certain information, such as a contact email address, and must accept these terms and conditions and SYNAPSALE's privacy policy. The Client expressly undertakes to provide accurate, truthful, up-to-date and complete information when registering on the Platform and enabling its use (the Registration Data), as well as at any other time during the period of use of the Platform when it may be necessary, and likewise undertakes to keep the Registration Data duly updated.

5.2. SYNAPSALE may deny access to the Platform if the Client has provided inaccurate, fraudulent or false data; if there are reasonable grounds to consider that the Client has participated in illegal, criminal or fraudulent activities that could harm SYNAPSALE; or if there are judicial instructions or orders requesting that access be denied.

5.3. SYNAPSALE may offer trial periods at a lower cost or free of charge to facilitate access to the Platform and to verify its functionality; such trial periods shall last for the time stipulated and agreed between the parties. Free trial periods for new features or utilities of the Platform may be offered to Clients at SYNAPSALE's discretion, upon prior notice to the Client.

5.4. To proceed with registration, the Client will be asked for an email address and a password, and the Client assumes responsibility for maintaining the confidentiality of its access credentials and for updating and verifying them frequently and diligently, releasing SYNAPSALE from any liability arising from account-related issues resulting from the Client's failure to adopt appropriate measures to protect the confidentiality of its data. SYNAPSALE reserves the right to block the Client's account if it has reasonable grounds to suspect that its access credentials have been compromised, in order to protect the integrity of the Platform and to ensure the security of the Platform and its users' data.

5.5. To complete registration, it will be necessary to expressly accept the Terms and Conditions for Contracting and Use and SYNAPSALE's Privacy Policy.

6. Use of the Platform

6.1. The Client undertakes to use the Platform only for the purpose for which it is intended, and to act in good faith, in accordance with applicable law, morality and good customs, public order and these Terms and Conditions for Contracting and Use, and to respect at all times the intellectual and industrial property rights owned by SYNAPSALE.

6.2. The Client is prohibited from using the Platform, as well as SYNAPSALE's software and/or any content of the Platform, for unlawful or prohibited purposes, in a manner harmful to the rights and interests of third parties, or from carrying out any action that damages or may damage, disable, overload or deteriorate the Platform and/or cause damage or alterations of any kind to the Platform, its content or other users.

In particular, the Client and any user of the Platform may not, without limitation:

• Circumvent, disable or otherwise interfere with the Platform's security features, or interfere with, disrupt or create an undue burden on the Platform or on the services connected to the Platform.
• Access or attempt to access the account of any other Client user of the Platform.
• Deceive or defraud SYNAPSALE or other Clients, and especially any attempt to obtain confidential information from the accounts or access credentials of other Clients, or impersonate another user or person, or use another Client's name.
• Create or compile, directly or indirectly, a collection, compilation, database or directory owned by SYNAPSALE or perform data mining without SYNAPSALE's prior written consent. The Client and any user are responsible for the use of their own data and the information they introduce into the Platform. Any data mining must fall within the restrictions of the Client's rights of use and it is the Client's responsibility to comply with applicable laws.
• Misuse SYNAPSALE's support services or submit false reports of abuse or misconduct.
• Sell, share or otherwise transfer their profile or access credentials to the Platform.
• Use any information obtained from the Platform to coerce, intimidate, threaten, abuse or harm another person, including other users or SYNAPSALE staff members.
• Upload or transmit, or attempt to upload or transmit, viruses, worms, trojans or any other malware that interferes or may interfere with any Client's or user's use and enjoyment of the Platform.
• Use or provide the services in a manner that modifies, impairs, disrupts, alters or interferes with the use, features, functions, operation and/or maintenance of the Platform.
• Infringe SYNAPSALE's intellectual property rights, including database rights, software (source code and object code), interfaces and trademarks (whether registered or unregistered).
• Act in violation of applicable legislation and regulations against money laundering.
• Be subject to any type of international sanction, whether as a legal entity or as a natural person.
• Use SYNAPSALE's Platform from countries that are subject to any type of international sanction by the United Nations, the European Union and/or any of the EU Member States. Clients and users undertake not to use the software in breach of these restrictions and not to allow third parties to do so.

6.3. SYNAPSALE reserves the right to deny access to and use of the Platform and other services, including suspension or deletion of the account, whenever the Client uses the Platform in breach of these Terms and Conditions for Contracting and Use. SYNAPSALE also reserves the right to take any legal action it deems appropriate.

7. Access Requirements and Security Conditions

7.1. Access to and use of the Platform requires a compatible device, certain software and internet access, and the Client understands that this may result in additional charges beyond those included in its payment plan. The Client expressly acknowledges and accepts that SYNAPSALE is not responsible for the availability and/or speed of the Client's internet connection or for any additional costs incurred by the Client's internet connection, nor for the availability, compatibility, performance and renewal of the Client's software licenses required to use the Platform, nor for the cost of such licenses.

7.2. Because hardware, software and internet access are required to use the Platform, the ability to use the Platform may be affected by the specific performance of these elements and their particular technical specifications.

7.3. SYNAPSALE will use reasonable efforts to ensure that the Platform operates without interruptions or errors; however, in some cases there may be brief interruptions due to maintenance work, updates, or the implementation of fixes or security patches necessary to prevent the Platform's security from being compromised.

7.4. If the Client chooses to access the Platform through third-party authentication and account verification services, such as Google sign-in services, Google's own terms and conditions may also apply. Likewise, if the Client chooses to sign in through its Microsoft account, Microsoft's terms and conditions may also apply.

8. Price, Billing, Cancellations and Refunds

The price of SYNAPSALE's services, as well as the number of users and the type of plan contracted, shall be set out in the invoice or commercial document accepted by the Client. The service is activated once payment has been made and these Terms of Use have been accepted, at which time it shall be considered fully available.

The Client may request cancellation of the service at any time. To avoid automatic renewal of the contracted period, cancellation must be communicated with a minimum notice of thirty (30) days prior to the renewal date. Cancellations shall not have retroactive effect.

As this is a professional B2B digital service, the right of withdrawal does not apply under the applicable regulations, and no refunds will be issued for periods already contracted, activated or made available to the Client, regardless of the degree of use or expectations.

SYNAPSALE undertakes to provide diligent support for any reasonable technical incident. Following cancellation, and upon the Client's request, SYNAPSALE shall revoke access and delete the data uploaded by the Client, in accordance with data protection regulations.

9. Data Protection

9.1. In compliance with Regulation (EU) 2016/679 and Organic Law 3/2018 on the Protection of Personal Data and Guarantee of Digital Rights, the parties agree that any personal data that may be collected in connection with the development of the contractual relationship entered into between the parties shall be included in files owned by the contracting parties and shall be recorded for use solely for internal management purposes and to enable the development of the contractual relationship, as well as to facilitate communications between the parties and the sending of invoices or any information or documentation of interest. Accordingly, only the personal data necessary to fulfill the purposes indicated shall be requested and recorded.

9.2. The legal basis for processing the collected data shall be the performance of the contract or commercial agreement entered into between the parties and the adoption of pre-contractual measures, and the parties responsibly declare that they have implemented the technical and organizational measures necessary to ensure the security, integrity and confidentiality of the data collected and processed in connection with the formalization of the contractual relationship.

9.3. The requested and collected data shall be retained for the duration of the contractual relationship and for the applicable statutory limitation periods, with a general period of 5 years for personal actions without a special term; 6 years for invoices and accounting books; 4 years regarding tax obligations; and 10 years in relation to the provisions of the Law on the Prevention of Money Laundering and Financing of Terrorism (Article 25). After such periods have elapsed, the data shall be deleted.

9.4. The collected data shall be processed only by authorized personnel and shall be disclosed to third parties only with the authorization of the data subjects and in cases of legal obligation, such as disclosure to competent authorities and public administrations, and to court representatives (procuradores), courts and tribunals, and to insurers and banks and financial institutions when disclosure is necessary and inherent to the performance and normal development of the contractual relationship entered into between the parties. In the case of extraordinary disclosures to third parties that may be necessary, the parties undertake to inform the data subjects in advance so that they may expressly authorize them.

9.5. The contracting parties acknowledge their right to withdraw any previously granted consent for those specific personal data processing activities that required it, as well as to exercise the rights of access, rectification, objection, erasure, restriction of processing and data portability by contacting the registered office or the contact email address indicated in the contract.

9.6. If either party considers that its rights have not been addressed, it may file a complaint with the Spanish Data Protection Agency (Agencia Espanola de Proteccion de Datos) through the contact channels indicated on its website www.aepd.es, including those available through its electronic office at https://sedeagpd.gob.es/sede-electronica-web/.

9.7. The contractual relationship entered into between the parties implies that SYNAPSALE assumes the role of personal data processor on behalf of the Client, who assumes the role of Data Controller, and is responsible for processing in accordance with the Data Processing Agreement (DPA) available on the Platform, which shall be an inseparable annex to the service agreement entered into.

10. Intellectual and Industrial Property

10.1. SYNAPSALE is the full and exclusive owner and/or holder of all industrial and intellectual property rights over the Platform, as well as over any updates, improvements, revisions, extensions, modifications, adaptations, corrections, translations or new versions (updates and upgrades) that may be carried out at its discretion and voluntarily.

10.2. The Client acknowledges and accepts that the license to use the Platform does not grant or recognize any ownership right, right of use or license of any kind over SYNAPSALE's trade names, trademarks, logos, domain names or any other distinctive sign, nor over SYNAPSALE's industrial and intellectual property rights in the Platform and services, except as expressly set forth in these Terms and Conditions for Contracting and Use.

10.3. The Client undertakes to respect and maintain SYNAPSALE's industrial and intellectual property rights and those of its services, as well as the documentation and complementary information that SYNAPSALE makes available to it in accordance with these Terms and Conditions for Contracting and Use.

10.4. The Client acknowledges that the reproduction, modification, distribution, commercialization, disassembly, reverse engineering or any other means to obtain the source code, transformation or publication of any results of unauthorized benchmark tests of any of the elements and utilities integrated into the Platform are prohibited and constitute an infringement of SYNAPSALE's industrial and intellectual property rights, and undertakes not to carry out any of the foregoing actions.

10.5. SYNAPSALE may request or collect suggestions and written feedback from the Client as part of the Client's and users' use of the services and the Platform. The Client acknowledges and accepts that such feedback and suggestions shall be considered the property of SYNAPSALE, which shall be the exclusive owner of all present and future intellectual property rights in the feedback on an indefinite basis, and shall have the right to use the feedback for any purpose without compensation to the Client who provided it.

10.6. SYNAPSALE reserves the right to include the Client's name and standard logo in its public lists of Clients, press releases, newsletters, website, advertising campaigns and similar materials, unless the Client indicates otherwise. In any event, SYNAPSALE will endeavor to request the Client's specific authorization before using the Client's reference as described above.

11. Disclaimers and Limitation of Liability

11.1. SYNAPSALE provides the Platform to the Client without any undertaking or warranty, express or implied, of any kind, and makes no warranties or representations as to the validity, accuracy, suitability, reliability or availability of the Platform or its content.

11.2. SYNAPSALE makes the Platform and/or its Services available to the Client through the Client's internet services 24 hours a day and will use reasonable efforts to keep the Platform in suitable operating condition.

11.3. SYNAPSALE shall not be liable for any alteration or loss, direct or indirect, of data and/or information that is not attributable to any direct or sufficiently proven breach by the Client in accordance with data protection rules; for any indirect, incidental, consequential, non-pecuniary, special, exemplary, punitive damages or loss of profit, regardless of cause; or for attorneys' fees or unnecessary expenses incurred, damage to reputation, or failures that may cause slowness, poor quality, unavailability of the Platform or other services, or even prevent uninterrupted service provision that are beyond SYNAPSALE's control; or for indirect losses that were not reasonably foreseeable by SYNAPSALE and the Client at the time the Client began using the Platform and the Services; or for damages caused by force majeure. In any event, SYNAPSALE's total liability shall not exceed, in any case, a maximum amount equal to the total paid by the Client to SYNAPSALE in the twelve (12) months preceding the damaging event. This amount, pursuant to Article 1,152 of the Spanish Civil Code, replaces, with the Client's express consent, any other compensation for damages.

11.4. SYNAPSALE shall not be liable to the Client for any harmful event unless the Client has notified SYNAPSALE in writing of its claim within twenty (20) calendar days after the Client became aware of it. This provision is without prejudice to cases in which liability cannot be excluded or limited due to mandatory provisions of applicable law.

11.5. The Client, as well as any user who uses the Platform, undertakes to indemnify, defend and hold harmless SYNAPSALE from and against all losses, liabilities, damages, claims (including potential legal fees, reasonable attorneys' and court representatives' fees and court costs) arising out of or in connection with: any breach or alleged breach of these Terms and Conditions by the Client or its users; any violation by the Client or its users of any law and/or third-party rights affecting SYNAPSALE; the Client's or its users' failure to timely and fully install any update, upgrade or patch of any software provided by SYNAPSALE and authorized by SYNAPSALE; and claims related to the Client's data and/or claims related to any data transferred by the Client to third-party applications, resulting in damage to SYNAPSALE or to such third parties. SYNAPSALE may terminate the license or any other right granted to the Client or user, without prior notice and without the Client being entitled to claim damages of any kind.

12. Links to Third-Party Channels and/or Websites

12.1. The Platform may provide links to other sites, web pages, channels and content owned by third parties. The sole purpose of these links is to provide utility to platform users and the possibility of accessing websites or networks and channels related to agreements and collaborations between SYNAPSALE and other entities or companies, such as links to the websites of collaborating companies and organizations. SYNAPSALE shall not be responsible under any circumstances for any results that may arise for users as a result of accessing the external links referred to when the accessed sites are managed by third parties. Any information provided through such links is subject to the specific privacy policies used on those websites, social networks and channels and is not subject to the Platform's privacy policy. For this reason, users are advised to review carefully the privacy policies of the linked networks, channels and websites for further information.

12.2. Any link from other sites to the Platform shall require SYNAPSALE's prior express and formal authorization as the holder and owner of the Platform.

13. Services Provided by Third Parties

13.1. The SYNAPSALE Platform enables the exchange of data with third-party systems and/or devices. All integrations are provided under the sole responsibility of such third parties or external providers over which SYNAPSALE has no authority or control, regardless of whether they are billed by the third party or directly by SYNAPSALE. The scope of the services provided by these third parties and the instructions required to configure the integration may be provided on the Platform and on the external provider's website or application.

13.2. Third-party integrations do not constitute services provided by SYNAPSALE, nor do they constitute services for which SYNAPSALE has authority to direct, control or be directly responsible. SYNAPSALE only provides technical access to such services. The scope of the service, pricing, third-party privacy, duties, obligations and commitments of such external providers with respect to third parties, the schedule and any other terms of use for the provision of the Integration, including support, are based on the terms and conditions of use and privacy policies governing the contractual relationship between the Client and such external providers.

13.3. Any service involving the opening and maintenance of bank accounts, the use of payment services, including payment by bank transfer or credit card, shall be considered an exclusive contractual relationship between the Client and the external partner, and therefore the external partner's specific Terms and Conditions shall apply. SYNAPSALE assures its partners, Clients and users that, in this type of collaboration, it acts in strict compliance with the rules governing its own activity and, if necessary, will implement together with the external partner all technical and organizational security measures and means necessary to prevent the Client or its users from confusing the functions performed by SYNAPSALE.

13.4. The Client must read the terms and conditions of use and privacy policies of third parties, partners or external providers to understand how their personal data and other relevant information are collected and processed.

13.5. SYNAPSALE has no control over and no responsibility for third-party integrations and, accordingly, assumes no liability or warranty for third-party integrations in which Clients choose to participate. SYNAPSALE reserves the right to make changes to, remove or replace available integrations, especially where the external provider and/or partner modifies or discontinues them. The existence of integrations does not imply any relationship or association of any kind between SYNAPSALE and the third party owning the system integrated with the Platform. SYNAPSALE disclaims any liability arising from the integrations, in particular with respect to their accuracy, reliability and security.

14. Update Policy

14.1. SYNAPSALE reserves the right to review, amend and periodically update these Terms and Conditions for Contracting and Use as it deems necessary or to adapt to regulatory, technical, product/service-related changes, for strategic reasons, to provide clarifications and/or to provide a better service. Any modification or update to these Terms and Conditions for Contracting and Use shall be published in the same manner as set forth herein, publicly on the Platform.

14.2. The Client shall be responsible for periodically reviewing the Terms and Conditions for Contracting and Use. Continued access to and use of the Platform and/or SYNAPSALE's software after a modification or update shall be deemed equivalent to acceptance of such update or modification.

15. SYNAPSALE Contact Details

The Client may contact SYNAPSALE at the company's registered office indicated in Section 2 of these Terms and Conditions, by email at admin@synapsale.com, or through any contact channels that may be enabled on the Platform.

Communications via certified email, in accordance with Regulation (EU) No. 910/2014 of the European Parliament, shall be fully formal and legally valid for all purposes. The Client acknowledges that the email address provided to SYNAPSALE is correct and valid for receiving formal and/or legal communications.

16. Final Provisions

16.1. SYNAPSALE's failure at any time to enforce any provision of these Terms and Conditions for Contracting and Use of the Platform, or to require performance of any provision included herein, shall not be construed as a present or future waiver of such provisions nor shall it affect in any way SYNAPSALE's right to enforce such provision at a later time. SYNAPSALE's failure to exercise any right shall not constitute a waiver of such right. SYNAPSALE's express waiver of any provision, condition or requirement of these Terms and Conditions for Contracting and Use shall not constitute a waiver of requiring the Client to comply with such provision, condition or requirement.

16.2. In compliance with Spanish regulations on the prevention of money laundering (Law 10/2010, Royal Decree 304/2014), SYNAPSALE shall collect documentary evidence of the Client's identification, whether the Client is a natural person or a legal entity, and in the latter case shall identify the beneficial owner of the company or legal structure. The Client undertakes to provide the supporting documentation that SYNAPSALE may require for this purpose, guaranteeing the validity, accuracy, completeness and reliability of the information, data and documents made available to SYNAPSALE for such purpose, even if they originate from third parties.

16.3. If, by court order, binding decision or order of any authority or of any other nature, any of the non-essential provisions of these Terms and Conditions for Contracting and Use were declared invalid or ineffective, in whole or in part, such nullity or ineffectiveness shall not extend to the remaining provisions set forth herein, which shall remain in force and continue to be fully effective. SYNAPSALE and the User agree to replace any clause that is invalid or ineffective with a valid and effective clause, seeking to ensure that the effect of the latter is as similar as possible to that of the former.

17. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the rules of Spanish common law, and for any matters or disputes that may arise from the interpretation, performance and enforcement of these Terms and Conditions, the Client and SYNAPSALE submit to the jurisdiction and competence of the Courts and Tribunals of the city of Valencia, expressly waiving any other jurisdiction that may correspond to them by law, unless applicable law provides otherwise.