Terms & Conditions
Agreement
These Terms of Service (the ‘Terms’) are a legally binding agreement (the ‘Agreement’) between Whatson B.V. (’Whatson’, ‘the Company’, ‘we’, ‘us’ or ‘our’) and between you (’User’, ‘you’, ‘you’, ‘you’ or ‘your’) and form the legal basis for your access to and use of Whatson's software and services that help businesses find and engage with businesses (the ‘Prospects’) generated (in real-time) by Whatson, accessed on a Software as a Service basis (the ‘Services’).
Please read these Terms carefully before using our Services. By using our Services, you acknowledge that you have read and understand these Terms and our Privacy Policy.
These Terms apply to any use of the Services. You agree to be bound by and fully comply with these Terms. If you do not agree to any of the Terms, you are not allowed to use the Services in any way.
We offer the Services only to business users and not to consumers. You hereby represent and warrant that, even if you are signing up as a member of an organization on behalf of your employer, you are authorized to sign up for the Services. If you do not have such right or authorization, you may not use the Services. By signing up for the Services, you bind the User on whose behalf you subscribe to the Services.
Subject to the provisions of these Terms, Whatson grants User a non-exclusive, non-sublicensable, non-transferable right to use the Services solely for User's internal business use and for User's own operations, limited to the number of Prospects purchased by User, as specified in the applicable order confirmation (the ‘Order’).
Requirements
To sign up for the Services, you must meet all of the following requirements:
you are at least 18 years old, able and authorized to enter into this Agreement;
you agree on behalf of User to these Terms and all other terms and conditions arising from these Terms and forming part of the Agreement;
you have provided truthful, complete and current contact and billing information to us;
you are not located in the Cuba, Iran, North Korea, Syria, Russia, Crimea, Donetsk (’DNR’) and Luhansk (’LNR’) regions of Ukraine or any other area subject to a government embargo; and
User is not a data supplier.
By using the Service, you represent and warrant that you comply with all of the above requirements and that you will not use the Service in a manner that violates any law or regulation.
Account
You are responsible for keeping your login and password (the ‘Account’) confidential. You will notify us immediately of any unauthorized access or use of the Account.
We are not responsible for any losses resulting from stolen or hacked passwords. We do not have access to the password and for security reasons we can only give you instructions on how to reset your password.
We have the right to update the contact information in the Account for contact and billing purposes. In addition, you represent and warrant that all information you provide to us when you create an Account and when you access and use the Services is and will remain complete and accurate.
We may contact User based on the information provided in the Account.
Obligations
You represent and warrant that your use of the Services complies with all applicable laws, rules and regulations, including but not limited to those related to privacy and data protection and to the transmission of electronic communications.
You further represent and warrant that you have a legal basis for processing and sending marketing content and communications to your customers, business contacts or followers who, as applicable, agree to receive marketing messages from or on behalf of User (’Contacts’), whether through legally appropriate consents, or otherwise.
You also represent and warrant that the (marketing) content you transmit through the Services relates to the provision of goods, services or other information provided in each case in accordance with all applicable laws, rules and regulations.
User will not reach out to Prospects or take any action with respect to (marketing) content or contact information for which you do not have a legal basis for processing, consents or otherwise act in accordance with applicable data protection laws.
User (and not Whatson) is responsible for ensuring that you comply with all notice and consent requirements for sending communications to Prospects in the jurisdictions in which they are located.
Although our Services allow you to manage and access consents and other contact information, you acknowledge and agree that User, and not Whatson, is solely responsible for maintaining all records related thereto.
User is solely responsible for determining whether our Services are appropriate for use in light of all laws and regulations applicable to User, your industry or relationship with Prospects, including but not limited to consumer protection, privacy, advertising, intellectual property or other laws.
Not permitted
User is expressly prohibited from:
attempt to disrupt, infiltrate, hack, reverse engineer, decompile or disassemble the Services;
use the Prospects for purposes other than User's internal business purposes;
publish, distribute, share, sell, lease, transfer or otherwise make the Prospects available to any third person or entity and make every effort to prevent misuse or unauthorized use of the Prospects by any third person or entity;
sublicense its right to access and use the Services or grant remote access to the Services to or for the benefit of any third party or unauthorized person;
use the Prospects to compile databases or similar services;
use the Services in a manner that could interfere with, disrupt, adversely affect or prevent other users from fully enjoying our Services or that could in any way damage, disable, overburden or impair the operation of our Services;
(attempt to) reverse engineer or otherwise misuse any aspect of the Services that could discover the source code or circumvent measures used to prevent or restrict access to any part of our Services;
use the Services to gather Prospects from and/or contact natural persons in any manner and for any purpose;
violate the privacy and other rights of third parties;
use the Services in a manner that could be considered stalking, offensive, abusive, defamatory, fraudulent or deceptive, threatening or inciting harassment or intimidation;
use the Services or the Prospects in violation of applicable laws or in a manner that promotes illegal activity, including but not limited to privacy and data protection and SPAM laws;
discredit or misrepresent Whatson's capabilities or reputation;
With each use of Prospects, User agrees to comply with all applicable data protection, security, marketing or privacy laws, statutes, guidelines or regulations, including but not limited to:
The General Data Protection Regulation (’GDPR’) together with any amending or superseding legislation, all laws and regulations of EU member states or the United Kingdom promulgated thereunder,
the California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations (’CCPA’) together with any amending or superseding legislation ,
the Brazilian General Data Protection Law ('LGPD'),
the federal CAN-SPAM Act of 2003 and Canadian anti-spam legislation together with any amending or superseding legislation, and
any other equivalent laws and regulations in any relevant jurisdiction relating to Personal Data and privacy, as each may be amended, expanded or re-enacted from time to time.
In the event of any violation of the restrictions in this Section, Whatson may immediately suspend User's access to the Services.
In addition to any other damages to which it is entitled by law, if User or any person using the Services through User's account knowingly breaches any material term of this Agreement, Whatson shall be entitled to injunctive relief, including attorneys' fees and court costs. costs, as required to remedy the breach.
Fees
All fees applicable to this Agreement shall be deemed to be in Euros (the ‘Fees’). To the extent permitted by law (and unless otherwise specified in writing by Whatson), all Fees are exclusive of all taxes (including value-added tax, sales tax, goods and services tax, etc.) (’Taxes’).
We charge only the Fees for the Services as included in the Order, unless we have expressly agreed otherwise with you in these Terms or elsewhere.
We may change the Fees at any time by posting a new pricing structure on our Whatson website or in your account and/or by emailing you a notice.
Order
After placing your first Order, we will send by email a payment request for the agreed-upon Fee plus all applicable taxes (the ‘Payment Request’). The Payment Request is subject to a 14-day due date.
By paying the Payment Request, you irrevocably agree to purchase the number of Prospects specified in the Order (the ‘Package’), in accordance with the provisions of these Terms and Conditions.
After payment of the Request for Payment, we will send by email a digital itemized invoice that complies with all applicable legal provisions.
If you do not pay the Payment Request within the due date, the Order will expire.
Renewal
As soon as 90% of the Prospects in the Package have been contacted, we will send you an e-mail notification with a renewal offer and Request for Payment for purchasing a new Package at the then current Fee (the ‘Renewal Offer’).
The Renewal Offer Fee is 25% lower than the then current regular Fees as listed on the Whatson website.
If you pay the Payment Request within 14 days, you retain access to the Services. If the Payment Request is not paid after 14 days, the Renewal Offer will expire.
If you do not use the Renewal Offer, we will stop the Services once all Prospects purchased in the Package have been contacted. We may also deactivate your Account from that time.
Taxes
In the event that any amount payable by User to Whatson is subject to Taxes, we will collect the full amount of such Taxes from you. Such collection will not reduce or in any way affect the amount to which Whatson is entitled.
User must pay all applicable Taxes and will reimburse and indemnify Whatson for all Taxes, interest and penalties that Whatson may be required to pay because of User's failure to pay (on time).
In the event that payments and/or amounts payable by User to Whatson are subject to (i) any withholding or similar Taxes; (ii) Taxes not collected by Whatson; or (iii) other Taxes or other governmental levies of any kind, the full amount of such Tax(es) and/or levies shall be the sole responsibility of User.
User shall indemnify and hold harmless Whatson against any claims by any competent tax authority with respect to such withholding or similar Taxes and any penalties and/or interest thereon.
Reimbursement
All Fees under this Agreement are non-refundable.
User is not entitled to a refund or credit from Whatson under any circumstances. However, we may offer a refund, discount or credit at our sole discretion.
One-Time Outreach
Purchase of Prospects gives User a one-time, non-exclusive, non-transferable right to outreach to respective Prospects (the ‘One-Time Outreach’).
User shall have the option of a One-Time Outreach to Prospects within a campaign set up in the tools provided by us in the Services (the ‘Campaign’), in accordance with all applicable laws and regulations and the provisions of these Terms.
If User does not use Whatson's campaign tools, User is permitted to export declined Prospects and make a One-Time Outreach from its own campaign tool. Here too, User is obliged to comply with all applicable laws and regulations and the provisions of these Terms and Conditions.
Within a One-Off Outreach, the User is permitted to outreach to a Prospect through one or (to the extent possible and permitted) multiple channels with a specific goal and a personal message tailored to that goal. If a Prospect does not respond, User is permitted to send Prospects up to a maximum of 3 reminders in a period of up to 6 weeks.
Upon violation of the provisions in this article with regard to One-Off Outreaches to Prospects, User forfeits to Whatson an immediately payable, not subject to mitigation, fine of € 10.000,- per violation, without prejudice to Whatson's right to fully recover the actual damages suffered from User.
Support
We offer you reasonable support for the Services. For example, we can provide you with personal assistance in using the Services and have created various tools to help you answer frequently asked questions and additional technical and general support issues. In addition, we make efforts in various ways to continuously improve the Services. However, we have no obligation or commitment to continue to perform any of the above activities and reserve the right to modify, reduce, limit or terminate our maintenance and support efforts.
Intellectual Property
All intellectual property rights in the Prospects, Services and any part thereof, and all derivatives, modifications and enhancements thereof are the exclusive property of Whatson.
User may not use any trade name, trademark, service mark, brand or logo of Whatson, or any link to Whatson for any purpose other than in connection with the performance of this Agreement.
Whatson is permitted to use User's trade name, trademark, service mark, brand and logo without restriction, including but not limited to promotion of the Services.
Changes.
We reserve the right, with or without notice and without any liability, at any time and for any reason, without limitation, to modify, suspend or discontinue, temporarily or permanently, the Services or any part thereof, including any changes that may be made automatically to improve or debug versions of the Services or other aspects thereof (the ‘Changes’).
We will notify you of any material Change by sending you an email notification before those material Changes become effective. We do not notify non-material Changes by email. They are effective on the last updated date as stated at the top of these Terms.
Your continued use of the Services, following material and/or non-material Changes, constitutes your full and irrevocable acceptance of such Changes. If you do not agree to the Modified Terms, you will not be permitted to use the Services.
Privacy
Your privacy is important to us. Please read our Privacy Statement on our website for information about how we collect, use and disclose your personal information and the privacy rights you have when using the Services.
Under privacy and data protection laws, we act as a processor or service provider for much of the personal information we process in providing the Services in accordance with our Data Processing Addendum. However, there are certain instances, as more fully described in our Privacy Statement, in which we process personal information, including content and other data from your Account, as a data controller to provide and develop the Services and for other important business purposes (e.g., for billing, administrative, security and product improvement purposes).
Where we, as a controller, process data originating from the European Economic Area, the UK or Switzerland in a country determined not to provide an adequate level of protection under applicable data protection law, we process data in accordance with the standard contractual clauses between controllers attached to European Commission Implementing Decision 2021/914 of June 4, 2021.
Campaigns
Whatson may view, copy and internally distribute the content of Campaigns and your Account to create algorithms and programs (the ‘Tools’) that help us detect problem accounts and improve the Services. For example, we use these Tools to find users who violate these Terms or applicable laws and to study data internally to make the Services better to create better experiences for users and Prospects.
Whatson may collect data, including data from the content of your Campaigns to create statistical information. We own all such aggregated and anonymized data and may use it, including but not limited to operating, analyzing, improving or marketing our products and services and sharing such data externally for research, marketing or other lawful purposes.
We may use your Campaigns and the results achieved within them to inspire other users and to promote our Services.
Confidential Information
Each party may have access to certain non-public proprietary, confidential information or data of the other party, regardless of the manner in which it was provided, which given the totality of the circumstances a reasonable person or entity should have reason to believe is proprietary, confidential or competitively sensitive (collectively, the ‘Confidential Information’).
For clarification, the fact that the parties entered into this Agreement and the contents of this Agreement are considered Confidential Information.
Confidential Information excludes any information that:
now or later becomes generally available in the public domain through no fault or breach on the part of the receiving party;
the Receiving Party can demonstrate in its records was lawfully in its possession prior to the Disclosing Party's disclosure of the Confidential Information;
the Receiving Party lawfully obtains from a third party entitled to transfer or disclose it, without default or breach of this Agreement; or
the Receiving Party can demonstrate in its records to have developed independently, without breach of this Agreement or any use of or reference to the Confidential Information.
The Receiving Party agrees to:
not to disclose the Disclosing Party's Confidential Information to any third party except to its directors, officers, employees, advisors or consultants (collectively, the ‘Representatives’) on a strict need-to-know basis only on the basis and condition that such Representatives are bound by written agreements to comply with confidentiality obligations as protective as those contained herein;
not to use or reproduce the Disclosing Party's Confidential Information for any purpose other than to carry out its rights and responsibilities under this Agreement; and
keep the Disclosing Party's Confidential Information confidential with at least the same degree of care it uses to protect its own Confidential Information, which in any event shall not be less than a reasonable degree of care.
Notwithstanding the foregoing, if the Receiving Party is required by any legal proceeding or any applicable law, rule or regulation to disclose Disclosing Party's Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing prior to such disclosure so that it may seek a protective order or other appropriate relief.
Beta Services
From time to time, (i) we may invite you to try products or features related to our Services that are not generally available to all of our users and/or the public or (ii) we may release products or features related to our Services as a beta, preview, pilot, limited release or similar designation (collectively, ‘Beta Services’). Beta Services are provided for evaluation or testing purposes and therefore may contain bugs or errors and may not be as reliable as other features of the Services. The Beta Services are provided on an ‘as is’ basis. Use of such features may be subject to additional rules or restrictions that we may impose on their use. We may discontinue Beta Services at any time in our sole discretion and we may decide not to make Beta Services generally available. For clarity, Beta Services are part of the Services and are therefore fully subject to these Terms.
Liability
User agrees to defend, indemnify and hold harmless Whatson, its directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or liabilities and expenses (including but not limited to attorney's fees) arising out of:
User's use of and access to the Services;
violation by User of any provision of these Terms;
violation by User of any third party rights, including but not limited to copyright, property or privacy rights; or
any claim that User's acts or omissions caused damage to a third party.
In no event shall Whatson be liable for any actions taken with the Prospects by User, its employees, agents, partners, sub-processors of service providers or any other third party.
Force Majeure
Whatson cannot be held liable for delays or failures in the performance of any part of the Services, regardless of the cause beyond our control. This includes, but is not limited to, acts of God, changes in laws or regulations, embargoes, war, terrorist attacks, riots, fires, earthquakes, nuclear accidents, floods, strikes, power outages, volcanic action, unusually severe weather conditions, and acts of hackers, business partners and/or other suppliers.
Disclaimer
WHATSON PROVIDES THE SERVICES AND PROSPECTS TO THE USER, ON AN ‘AS IS’ BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WHATSON DOES NOT WARRANT THAT THE SERVICES, PROSPECTS OR ANY SERVICES RELATED THERETO WILL BE PROVIDED OR PERFORMED WITHOUT ERROR OR INTERRUPTION. WHATSON GATHERS DATA FROM EXTERNAL DATA SOURCES. MOST OF THE INFORMATION IT PROVIDES WAS NOT CREATED DIRECTLY BY WHATSON, BUT WAS RETRIEVED FROM THE WEB OR FROM THE CONTRIBUTION OF RELEVANT DATA FROM OTHER USERS AND BUSINESS PARTNERS, AND AS SUCH, WHATSON HAS NO LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF PROSPECTS ACCESSED WHEN USING THE SERVICES. USER ASSUMES ALL RESPONSIBILITY AND RISK FOR USER'S USE OF THE SERVICES AND PROSPECTS.
Limitation of Liability
IN NO EVENT SHALL WHATSON BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, REGARDLESS OF CAUSE, AND UNDER ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF THIS AGREEMENT, VIOLATION OF LAWS AND REGULATIONS, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, REGARDLESS OF WHETHER WHATSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN THESE TERMS AND CONDITIONS OR FOR WILLFUL MISCONDUCT, WHATSON'S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE COMPENSATION PAID BY USER TO WHATSON DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Cancellation
You may terminate the Services at any time without notice by providing notice of termination by email at info@whatson.ai. Such notice must be sent by an authorized representative of User.
If you cancel the Services, please note that we may still send you promotional messages about Whatson unless you opt out of receiving those messages by following the unsubscribe instructions provided in each message.
Termination
Whatson may terminate this Agreement, without notice or judicial intervention and effective immediately if:
(provisional) suspension of payments or bankruptcy is filed for User;
User liquidates or discontinues the company;
User is placed under administration or guardianship or a request for debt restructuring is filed;
User commits a serious violation of applicable laws and regulations that cannot be remedied and/or has caused and/or could cause damage to the other Party; and/or
User violates the provisions of these Terms and Conditions relating to Confidential Information and/or One-Time Outreaches;
Termination or termination of the Agreement by a Party does not relieve it from the responsibilities, liabilities and damages arising from these Terms and applicable laws and regulations, to the extent liability is not limited by the provisions of these Terms.
Feedback
All questions, comments, suggestions, ideas, original or creative material or other information User submits about Whatson, the Services and/or Prospects (collectively, ‘Feedback’) is non-confidential and becomes the exclusive property of Whatson. We will own the exclusive rights, including but not limited to all intellectual property rights, in and to Feedback and are entitled to the unrestricted use and distribution of Feedback for any purpose whatsoever, commercial or otherwise, without acknowledgment or compensation to User.
Publicity
You agree that we may, but are not obligated to, refer to User as a customer of Whatson, and that we may, in our sole discretion, refer to User by name, trade name, trademark, logo and other proprietary marks or words, and mention User in our marketing or publicity materials, on our website and in press releases or other public statements. User hereby grants to Whatson a non-exclusive, royalty-free, worldwide, fully paid and sublicensable license to use User's name and all trade names, trademarks, logos and other proprietary marks or words in accordance with this section.
Abuse
If you think someone using the Services is violating any of these Terms, please let us know immediately by sending an email to misbruik@whatson.nl.
Other Provisions
General Terms and Conditions These Terms are not subject to User's general terms and conditions or any other terms (of delivery).
Entire Agreement These Terms contain the entire agreement between Whatson and User with respect to the Services and retroactively supersede any prior oral and written agreements between Whatson and User with respect thereto.
Conflict In the event of any conflict between these Terms and a Purchase Order, these Terms shall prevail.
Nullity If any provision of these Terms is declared void, all other provisions shall remain in full force and effect. Whatson and User shall then replace the void provision with a provision least dissimilar thereto.
Applicable law and disputes These Terms and Conditions are exclusively governed by Dutch law. If Whatson and User have a dispute, they submit it, to the extent it can not be resolved by mutual agreement, to the competent court in Utrecht.
Transferability User may not transfer or assign its rights or obligations under these Terms to any third party. Any purported assignment in violation of this section is void. User shall only have the right to transfer all or part of its rights and obligations under these Terms to a related entity or upon a merger, acquisition or sale of all or substantially all of its business without the consent of the other party.
Whatson may at any time assign its rights and obligations with respect to these Terms and/or its claims against User on any basis whatsoever to any third party.
Contact Us
If you have any questions about this Agreement or our Privacy Statement, please contact us at legal@whatson.ai or privacy@whatson.ai or at:
Whatson Savannahweg 66 3542AW Utrecht The Netherlands