Vixiees Software Terms and Conditions of Use

GENERAL CONTRACT

Company providing the SaaS service: Vixiees Tech-Hub, S.L., with CIF B44570174 and registered office at C/ Lepant 270, 08013 Barcelona (Spain), registered in the Mercantile Registry of Barcelona, Volume 48,632, Folio 1, Sheet B-590,734, 1st Registration (hereinafter, "Vixiees"). The user of the service or services (hereinafter, the "CLIENT") accepts the conditions detailed in these Terms and Conditions. The use of the service entails full acceptance of these conditions.

1. Subjective scope

1.1. These Terms and Conditions and the Vixiees platform are aimed exclusively at companies and professionals. The application is not intended for consumers or private users. The CLIENT declares that they are contracting as a company or professional for the purposes of the applicable regulations.

2. Use license and intellectual property

2.1. Vixiees grants the CLIENT a non-exclusive, non-transferable, non-sublicensable and revocable license to use the Vixiees software, limited to the duration of the contract and to web use through the assigned credentials.

2.2. All intellectual and industrial property rights over the software, the platform, the brand, the logos, the source code, the documentation, the interfaces, the models, the know-how and any derived improvement or development correspond exclusively to Vixiees or its licensors. No right other than the licensing of use described is transferred to the CLIENT.

2.3. The CLIENT agrees not to reverse engineer, decompile, disassemble, resell, sublicense, copy, modify, assign or create derivative works of the platform, unless imperative regulations allow it.

2.4. The data, contacts, recordings, transcriptions, contents and databases that the CLIENT enters or generates through the use of the platform are and will remain the property of the CLIENT. Vixiees will process them only under the terms established in Annex 2 (DPA).

2.5. The CLIENT acknowledges that the access URLs to the contracted product are the property of Vixiees.

3. Data Protection Policy

Vixiees, in accordance with current regulations on data protection, in particular Regulation (EU) 2016/679 (GDPR) and Organic Law 3/2018, of December 5 (LOPDGDD), informs:

3.1. The data collected through the forms located at https://vixiees.com or other domains or subdomains related to Vixiees are included in automated files for internal use whose responsible and owner is Vixiees, in order to be able to provide the contracted services or provide the information that the CLIENT requires.

3.2. Vixiees guarantees the confidentiality of the collected data and adopts the necessary technical and organizational measures to ensure its security and integrity.

3.3. Vixiees will not sell, assign or transfer the collected data under any circumstances, without prejudice to communications to the competent public authorities when required in accordance with applicable regulations.

3.4. The CLIENT may exercise their rights of access, rectification, deletion, opposition, limitation of processing, portability and not to be subject to automated individual decisions, by sending a request to the address dpo@vixiees.com or contact@vixiees.com.

3.5. The CLIENT guarantees the truthfulness, accuracy, validity and authenticity of the data provided and undertakes to keep them updated.

3.6. The processing of personal data derived from the provision of the service will be governed by the Data Processing Agreement (DPA) of Annex 2, which forms an integral part of this contract. In case of contradiction between this clause and the DPA, the DPA shall prevail.

3.7. All servers on which Vixiees information and applications are hosted are located in Europe, within the territory of the European Union.

3.8. Additional information on cookies: Cookies Policy.

4. Call Recordings and Artificial Intelligence

4.1. The platform allows recording, transcribing and analyzing CLIENT communications. It is the sole responsibility of the CLIENT to obtain consent from interlocutors for the recording and processing of their data, as well as to comply with the information obligations derived from the applicable regulations.

4.2. The maximum conservation period for recordings and transcriptions on the platform is 6 months, after which Vixiees will proceed to delete them unless the CLIENT expressly contracts a longer period.

4.3. Vixiees does not use the CLIENT's data, recordings, transcriptions or contents to train Artificial Intelligence models, whether proprietary or third-party.

4.4. The CLIENT agrees to use the Artificial Intelligence functionalities in accordance with the applicable regulations, in particular Regulation (EU) 2024/1689 (Artificial Intelligence Act), refraining from making fraudulent use or carrying out any of the practices prohibited by said Regulation.

5. Technical support or inquiries

5.1. Vixiees will offer technical or administrative/commercial support as established on the websites related to the product to be contracted.

5.2. The response time is a maximum of 24 hours in cases of incidents and technical or functional support, excluding Saturdays, Sundays and official holidays in Spain.

5.3. The service will be provided within Vixiees working hours: Monday to Friday from 9:00 a.m. to 6:00 p.m. (Spanish mainland time).

5.4. Maintenance, update and error resolution services are carried out remotely. They do not include travel to the CLIENT's premises.

6. Billing and payments

6.1. All applicable prices, rates and financial conditions will be published at all times in the pricing section within the Vixiees application. This information forms an integral part of the contract.

6.2. Prices will always be published excluding taxes. Applicable taxes (VAT or other equivalents) will be added to the invoice based on the default country of the CLIENT's account.

6.3. Payment is monthly. On the registration day, an invoice will be issued corresponding to the proportional part of the remaining days of the month; subsequent billing will be issued in the first five (5) days of each month. Payment will be made by SEPA transfer or credit/debit card.

6.4. Vixiees may modify prices and economic conditions up to a maximum of 10% annually, with a minimum notice of 90 days to the CLIENT. Once this period has elapsed without express opposition from the CLIENT, the new conditions will be deemed accepted.

6.5. In case of return, delay or non-payment after 5 days from the billing date, Vixiees may suspend the service until payment is confirmed. In case of return of the direct debit, fifteen (15) € + VAT extra will be charged to the CLIENT for bank commission costs.

6.6. Following repeated delays or non-payments, Vixiees may request a deposit from the CLIENT for an amount equal to the fee in force.

6.7. If Vixiees has to cancel a service due to non-payment, it will not be responsible for any damages this may cause to the CLIENT or their clients.

7. Duration and termination of service

7.1. The duration of the contract will depend on the conditions agreed upon at the time of contracting and the maintenance of associated payments.

7.2. Fees already billed or paid will not be subject to refund, regardless of the moment of the month in which the cancellation occurs.

7.3. The cancellation will be effective once processed by the system and, in any case, before 72 hours have elapsed from its request in the application.

7.4. The CLIENT will have the right to request a copy of their data within 72 hours following the effectiveness of the termination, in accordance with the provisions of the DPA (Annex 2). Vixiees will deliver the data in a technically feasible format, which may include, among others, CSV files, audios and transcripts. The correct subsequent manipulation of the data will be the responsibility of the CLIENT.

7.5. In the hypothetical case that Vixiees cancels the service without the CLIENT having breached any of the conditions described herein, the amount corresponding to the proportional part of the unused period would be refunded.

8. Termination for breach

8.1. Either party may terminate this contract due to material breach of the other, prior written notice identifying the breach and granting a period of 30 calendar days for its remedy. If the period expires without remedy, the contract will be automatically terminated.

8.2. Notwithstanding the foregoing, the cases of non-payment (clause 6) and illicit use or misuse of the platform (clauses 9 and 10) will be governed by the specific mechanisms of immediate suspension or cancellation provided in the corresponding clauses, without the need for a remedy period.

9. Acceptable use of the platform

9.1. The CLIENT agrees to use the platform only for the purposes permitted in this contract and in full compliance with the applicable legislation. It is expressly prohibited to:

• use the platform for illegal, fraudulent purposes or contrary to public moral and order;

• host or transmit illegal content, including child pornography or content with reserved copyright (music, video, software) without a license;

• use the service to perform SPAM or mass and indiscriminate sending of emails, SMS or WhatsApp messages;

• reverse engineer, decompile, disassemble, copy, resell or create derivative works;

• run load tests, benchmarking, scraping or unauthorized bulk extraction of data;

• bypass security mechanisms or technical limits of the platform;

• create fake accounts, share credentials or allow access to unauthorized third parties;

• sublet or assign the service to other clients or third parties unless expressly provided for in the particular conditions.

10. Immediate suspension due to misuse

10.1. Vixiees reserves the right to suspend or cut off the service immediately and without prior notice in the event of receiving any complaint, notice, request from a competent authority or reasonable evidence of misuse or illicit use of the platform by the CLIENT.

10.2. The interruption of service may occur prior to any explanation. Explanations, claims and eventual restoration will be processed after suspension.

10.3. Liability to third parties for misuse, hosted contents or communications made through the platform will fall entirely on the CLIENT, who will hold Vixiees harmless from any claim, sanction or damage derived from said use.

11. Warranties and service level (SLA)

11.1. Vixiees will be responsible for the correct operation of the contracted product, resolving as quickly as possible any incident derived from its malfunction.

11.2. Vixiees guarantees a monthly platform availability level of 99% (uptime), calculated on a natural monthly basis and excluding previously communicated scheduled maintenance windows, cases of force majeure and incidents attributable to third-party providers or the CLIENT themselves.

11.3. Vixiees is not responsible for the malfunction of the service due to problems associated with its providers, nor for incidents derived from misuse by the CLIENT, in which case it may bill the corresponding costs.

11.4. Vixiees does not guarantee the suitability of the services to the specific needs of the CLIENT. Its inadequacy cannot be grounds for contract termination or non-payment of fees.

11.5. The CLIENT must communicate any incident to info@vixiees.com or through the channels indicated on the website related to the subscribed product.

11.6. Vixiees will make backup copies of database databases of the CLIENTS every 24 hours with which the service can be restored in case of a serious incident. The foregoing does not exempt the CLIENT from ensuring their own backup processes. The specific retention and restoration conditions will be governed, where applicable, by the DPA.

11.7. The CLIENT must take all means within their power to prevent access by unauthorized third parties and must ensure the secrecy of passwords, modifying them at the slightest suspicion.

12. Technical requirements

12.1. The Vixiees platform is optimized for the latest versions of the Google Chrome browser. Other browsers may work, but Vixiees does not guarantee full compatibility or an optimal experience outside of that environment.

12.2. The CLIENT is responsible for having a suitable Internet connection, hardware and configuration for using the service.

13. API for developers

13.1. The uses, technical limits, call quotes and other applicable terms for the Vixiees API are published at https://developers.vixiees.com and must be consulted there by the CLIENT, and form an integral part of this contract.

14. Certifications and security

14.1. Vixiees has the CASA Tier 2 certification required by Google, accrediting the application of standard security controls over the service provided.

15. Responsibilities and limitation of liability

15.1. Vixiees will not be liable for loss of profits, loss of anticipated savings, loss of data or indirect or consequential damages arising from the use, operation or performance of the software.

15.2. Without prejudice to the imperative rights of the CLIENT, the maximum aggregate liability of Vixiees for any claims arising from or related to this contract will be limited to the amount actually paid by the CLIENT to Vixiees during the twelve (12) months immediately prior to the event giving rise to liability.

15.3. Vixiees will not be liable for breach of its obligations if their execution has been prevented, interfered with or delayed by circumstances beyond its reasonable control, including, among others, acts of force majeure, accidental acts, strikes, riots, lockouts, acts of war, epidemics, official acts or regulations, fires, communications failures, power supply failures, lightning, earthquakes, floods and catastrophes.

15.4. Vixiees is not responsible for the misuse of the platform with third-party services (for example Facebook, WhatsApp or others) and no type of compensation can be claimed for it.

15.5. Service is understood as access to the platform and the use of the functionalities designed by Vixiees. Any other functionality related to third-party integrations, of which Vixiees is not the owner, has no direct relationship with Vixiees, which is not responsible for any problems arising from their use.

16. Modifications

16.1. The conditions of this contract may be modified by Vixiees, with notification by the means it deems necessary, 90 days in advance. If during this period the CLIENT does not expressly reject the variation, it will be understood that they accept the modifications.

17. Assignment of contract

17.1. The CLIENT may not assign this contract, in whole or in part, to a third party without the prior written consent of Vixiees.

17.2. Vixiees may assign the contract to any entity of its group or to third parties within the framework of corporate transactions (mergers, spin-offs, sale of assets, etc.), informing the CLIENT.

18. Number portability

18.1. Upon termination of the service, the CLIENT may request the portability of telephone numbers to another operator. Vixiees will not charge costs for number outflows; if costs attributable to third parties (wholesale operators or others) arise during the process, those costs will be fully passed on to the CLIENT.

19. Server contents

19.1. Vixiees will not be responsible for the contents and data hosted in the database of the virtual server provider of Vixiees, as they are the property of the CLIENT.

19.2. The CLIENT is notified that the server where the information and web applications are hosted is located in Europe, within the territory of the European Union, the CLIENT unequivocally accepting this fact.

20. Client and Users

20.1. Concepts:

• Client: account to which the subscription is assigned and on which the contracted users are generated.

• User: the different users contained in an account who access the contracted product.

• The minimum configuration is 1 Client / 5 Users.

21. Use of the CLIENT's name and logo

21.1. The CLIENT authorizes Vixiees to include their company name and logo in Vixiees' client list and on its website. If the CLIENT wishes to be excluded, they can communicate it at any time to info@vixiees.com.

22. Commercial communications

22.1. By signing this contract, the CLIENT accepts the sending of commercial communications, product updates and related content by Vixiees. The CLIENT may unsubscribe at any time through the mechanisms indicated in the communications themselves or by request to info@vixiees.com.

23. Surviving clauses

23.1. The clauses relating to intellectual property (clause 2) and the residual obligations regarding personal data protection provided for in Annex 2 (DPA), as well as any other clauses that, by their nature, must remain in force after contract expiration, will survive termination of this contract for any reason.

24. Jurisdiction and applicable law

24.1. This contract is governed by Spanish law.

24.2. Both parties submit to the Courts and Tribunals of Barcelona (Spain) for the resolution of any controversy that might arise, expressly waiving their own jurisdiction if it were another.

25. Order of precedence

25.1. In case of contradiction between the different documents that make up the contractual relationship, the following order shall prevail:

1. Particular Conditions (Annex 1).

2. Data Processing Agreement (Annex 2, DPA).

3. General Conditions of this contract.

4. Prices and conditions published within the application.

Notes

The contracted service includes access to Vixiees functionalities as configured in the application. Other functionalities (integrations, calls, messages, AI, etc.) that involve an extra cost are not included in the fixed pricing of the service and are detailed within the application and, where applicable, in the particular conditions.

ANNEX 1 — PARTICULAR CONDITIONS

1. Economic conditions

1.1. All economic conditions applicable to the contracted services (license price, included call packages, rates per extra minute, SMS, WhatsApp, recordings, transcripts, solutions based on Artificial Intelligence and other additional services) are published and updated in the pricing section within the Vixiees application.

1.2. These economic conditions form an integral and inseparable part of this contract and will be those in force at the time of accrual, without prejudice to what is provided in clause 6.4 of the General Conditions regarding the 10% annual limit and the 90-day notice period.

1.3. Prices will be published without taxes. Applicable taxes will be added to the invoice based on the default country of the CLIENT's account.

2. Definition of Sales Agent

2.1. The term "Sales Agent" applies exclusively to those users who perform any type of communication with the contacts registered in the Vixiees system or make use of the task system.

2.2. Users who do not perform direct communications (Supervisors, IT staff, managers or other equivalent profiles) will not be classified as Sales Agents and, consequently, will not be subject to the corresponding license rate.

3. Use of telephony and derived services

3.1. The packages of minutes included per license, additional services (recording, transcription, AI, etc.) and excess consumption costs will be those published within the application.

3.2. To calculate the minutes consumed during the contractual period, Vixiees will add up the total minutes used by all active accounts under the CLIENT's subscription and divide them by the number of active sales agents, in order to determine the average use per agent.

3.3. The proportion of incoming calls received by the CLIENT must not exceed 5,000 minutes for each contracted telephone line. The excess will be billed according to the rates published in the application.

3.4. If the CLIENT exceeds the contracted pricing in additional services, Vixiees will make additional charges for excessive use. These charges may be made daily, within a maximum of 24 hours from their completion.

3.5. Vixiees will notify the CLIENT by email before all minutes included in their package represent fully used, in order to allow, if they so request, choosing a higher package.

4. SMS and WhatsApp Service

4.1. Applicable SMS rates will be those published in the application. An SMS segment is understood to be up to a maximum of 160 characters; messages exceeding this length will be billed as additional segments.

4.2. Meta, as the owner of WhatsApp, is solely responsible for establishing and pricing the costs associated with each conversation window. The CLIENT can check the updated costs at any time on the official Meta-WhatsApp page.

4.3. Vixiees acts solely as a technology provider (Tech Provider) and does not assume responsibility for the costs applied by Meta or their variations.

5. Geographic scope and contracted territory

5.1. Economic conditions and rates apply to the contracted territory, this being understood as the country that the CLIENT has decided in their first contracting as the default country of the account.

5.2. If the CLIENT requires numbering or to perform recurring communications (calls, SMS, WhatsApp) from or to numbers of other countries, they must request from Vixiees the information corresponding to the applicable international pricing.

6. Future services

6.1. All economic conditions stipulated apply only to the services and products currently offered by Vixiees. Any new or modified product or service in the future will be communicated and agreed upon through a contractual update or annex.

ANNEX 2 — DATA PROCESSING AGREEMENT (DPA)

This Data Processing Agreement is entered into between:

• The CLIENT, hereinafter "the Data Controller", and

• Vixiees Tech-Hub, S.L., with CIF B44570174 and registered office at C/ Lepant 270, 08013 Barcelona (Spain), registered in the Mercantile Registry of Barcelona, Volume 48,632, Folio 1, Sheet B-590,734, 1st Registration, hereinafter "the Data Processor".

For the purposes of Regulation (EU) 2016/679 (GDPR), Organic Law 3/2018 (LOPDGDD) and applicable data protection regulations:

• The CLIENT acts as Data Controller, by determining the purposes and means of the processing of personal data hosted on the platform.

• Vixiees acts as Data Processor, processing said data only on behalf of the Controller and exclusively for the provision of the contracted services.

1. Subject matter of data processing

By means of these clauses, the Data Processor is authorized to process, on behalf of the Data Controller, the personal data necessary to provide the services described in the main contract and, where appropriate, on behalf of other companies in the Controller's group to which the services are also provided, detailed in Annex I of this DPA.

The Controller undertakes to communicate to the Processor the data of those third parties (companies in its group) that use the application under the license granted, as well as relevant structural modifications (mergers, spin-offs, segregations) for data protection.

Processing will consist of accessing, consulting and, where appropriate, modifying the data, derived from the use of the license and the provision of associated services.

2. Identification of the affected information

All personal data contained in the application is made available to the Processor, including but not limited to:

• Identifying data of the Controller's contacts (name, surname, email, telephone number).

• Professional data (company, position).

• Communications, including voice recordings and transcripts.

• Metadata derived from the use of AI functionalities (summaries, tags).

• Data of the Controller's own users/employees with access to the platform.

Categories of data subjects include business contacts, clients or leads of the Controller and their authorized employees or collaborators.

3. Duration

This agreement has a duration equal to that of the main contract signed between the parties.

Once completed, the Processor will return the personal data to the Controller or transfer it to another Processor designated by the Controller, and delete existing copies. However, it may keep the data blocked to address administrative or jurisdictional responsibilities.

4. Obligations of the Data Processor

The Processor and all its staff agree to:

a) Use the personal data only for the purpose of this assignment. It may not use them for its own purposes. In particular, the Processor will not use the Controller's data, recordings, transcriptions or contents to train Artificial Intelligence models, proprietary or third-party.

b) Process the data according to the instructions of the Controller. If the Processor considers that any instruction breaches the GDPR or other data protection regulations, it will immediately inform the Controller.

c) Keep, in writing, a record of all categories of processing activities carried out on behalf of the Controller.

d) Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, complying with Article 32 of the GDPR.

e) Not communicate the data to third parties, except with the express authorization of the Controller or in legally admissible cases.

f) Subcontract with the authorized providers referred to in clause 9 of this DPA. To subcontract any other service, the Processor will communicate it in writing to the Controller; if the Controller does not object within two calendar days, the subcontracting may be carried out.

g) Observe the duty of confidentiality and professional secrecy regarding the data to which it has access, this obligation persisting after the termination of the contract.

h) Ensure the necessary knowledge on personal data protection of the authorized staff.

i) Notification of security breaches: the Processor will notify the Controller, without undue delay, of any personal data security breaches of which it becomes aware.

j) Data subjects' rights: when the affected persons exercise their rights before the Processor, the Processor will communicate it to the Controller immediately and, in any case, no later than the next business day.

k) Make available to the Controller the information necessary to demonstrate compliance with its obligations, permitting inspections or audits with at least 30 days' notice.

l) Help the Controller in implementing the security measures necessary to ensure the permanent confidentiality, integrity, availability and resilience of systems.

m) Support the Controller in data protection impact assessments, when appropriate.

n) Performance backup copies of the Controller's databases every 24 hours.

o) Destination of the data: destroy the data once provision is complete. However, it may keep a blocked copy as long as liabilities from execution may arise.

5. Obligations of the Data Controller

a) Provide the Processor with access to the data to be able to provide the contracted service.

b) Apply appropriate technical and organizational measures and demonstrate that processing is in accordance with current legislation.

c) Conduct a risk analysis and, where appropriate, an impact assessment on processing to be carried out by the Processor.

d) Ensure compliance with the GDPR throughout processing.

e) Supervise processing, including necessary checks and audits.

f) Ensure that the Data Protection Officer, or failing that, the Security Manager, participates in an appropriate and timely manner in all related matters.

g) Obtain consent from interlocutors in the cases of recording and transcribing communications, and inform end clients about processing of their personal data, including the use of AI technology when applicable.

h) Use AI tools and solutions provided by the Processor in accordance with Regulation (EU) 2024/1689 (Artificial Intelligence Act).

6. General clauses

a) Non-demand by either party of their rights will not be considered a future waiver of them.

b) The legal relationship between the parties regarding data protection is governed solely by this Contract.

c) Both parties undertake to comply with current regulatory provisions at all times regarding personal data protection.

d) The Processor will not be responsible for consequences towards third parties for following the Controller's instructions.

e) If any provision is proven to be void, the rest will not be affected.

7. Processing of personal data collected in this contract

The legal representatives of the parties are informed that their personal data will be processed by each of them during the contractual relationship and subsequently for the period necessary to comply with any applicable legal obligation or to address possible claims. The legal basis is Article 6.1.b) of the GDPR.

Rights of access, rectification, deletion, opposition, limitation of processing, portability and not to be subject to automated individual decisions may be exercised by sending a request to dpo@vixiees.com.

If either party considers their rights violated, they can present a claim before the Spanish Data Protection Agency (www.aepd.es).

8. Notifications

a) Any notification between progress will be made in writing and by any means that certifies receipt.

b) Any change of address must be notified to the other party immediately.

9. Authorized subprocessors

The Controller expressly authorizes the Processor to subcontract, as subprocessors of the processing, the providers detailed below. All of them apply the technical and organizational measures required by the GDPR and are subject to contractual obligations equivalent to those of the Processor.

All servers used for processing are located in the European Union. Any inclusion or replacement of a subprocessor will be communicated to the Controller with reasonable advance notice.