1.1 Scope of application

These General Terms and Conditions (hereinafter “GTC”) for Users of iMi AI govern the access to and use of the Services of iMi AI (“iMi AI”) and all transactions incidental thereto, which are offered online via www.imiai.net as part of a software-as-a-service solution. Please read these GTC carefully before using the Services, as your use of the Services, opening of an account or your order for subscription, whichever comes first, shall be construed as your acceptance of the terms of the GTC. Your acceptance of the GTC shall be construed as your agreement to be bound by the terms of the GTC with respect to your access and use of the Services. No other terms or conditions shall be of any force or effect unless otherwise specifically agreed upon by iMi AI in writing duly executed by an authorized officer of iMi AI.

iMi AI may refuse any order for subscription for any or no reason. No order for subscription shall be binding upon iMi AI until iMi AI’s written confirmation of payment of the subscription fee.

Unless otherwise agreed by iMi AI in writing, the GTC and the other provisions, including but not limited to the Privacy Policy referred to in these GTC, as such may be amended by iMi AI unilaterally from time to time together with any terms on iMi AI’s email confirmation (the “Subscription Confirmation”) constitute the entire agreement between you and iMi AI, and shall supersede any and all prior written or oral agreements, offers or other representations with respect to the Services. In the event of conflict between the terms of these GTCs, the Ancillary Documents and Policies and the Subscription Confirmation, the order of precedence shall be as follows: 1. The Subscription Confirmation; 2. these GTC; 3. The Privacy Policy. If you access or use the Services or continue to use the Services after you have been notified of a change to the GTC or other referenced documents, you confirm that you have read, understood and agree to the GTC and all such referenced documents, as amended.

1.2 Definitions

Capitalized terms that are not defined in the other provisions of these GTC shall have the following definitions.

Services: shall mean the services performed by iMi AI using the iMi AI software and such other applications as iMi AI may deem appropriate from time to time to enable Users to quickly and efficiently plan appointments and give the organizer full control over the planning and necessary postponement of an appointment which may be used free of charge in the basic version and in advanced versions for a fee by subscribing to iMi AI Premium (as defined below) pursuant to these GTC.

User: shall mean any individual or entity using the Services either with or without creating an account with iMi AI and who shall be bound to these GTC, the Ancillary Documents and Policies and Subscription Confirmation. For the avoidance of doubt, individuals or entities using the Services without a paid subscription or an account (e.g., as a guest by way of invitation) shall be considered a User for the purposes of these GTC.

iMi AI Premium: shall mean the fee-based Services offered by iMi AI, available as a Pro, Team, or Enterprise solution, and described in more detail under the pricing page and such description shall be incorporated in these GTC in full by reference.

Integrations: shall mean third-party applications that Users may integrate in their iMi AI account in order to use the Services’ additional features such as ChatGPT, Deekseek, Pixabay, Pexels specifically used. As such may be amended by iMi AI unilaterally from time to time.

Account: shall mean the account created by a User and/or iMi AI to enable a User to access and use the Services; the creation of such Account shall require the following information or such additional information as may be determined by iMi AI from time to time: first name, last name, email address and for iMi AI Premium, postal address and, where applicable, the company name.

Upgrade: shall mean the change of a User subscription from a subscription free of charge to any type of iMi AI Premium Service which a User may choose to do at any time by creating an account and making the change therein.

Downgrade: shall mean the change from a iMi AI Premium subscription to a subscription free of charge. Such Downgrade shall only take effect upon the expiration of the then agreed term for the existing iMi AI Premium subscription. For the avoidance of doubt, a User acknowledges and agrees that a Downgrade shall not result in a refund of any paid subscription fees.

API: shall mean an application programming interface, which is a program component that a software system (here: iMi AI software) makes available to other programs for connecting to the iMi AI software.

2.1 License

Unless otherwise agreed by iMi AI in writing, iMi AI grants you a limited, worldwide, personal, non-exclusive, non-sublicensable and non-transferable license to access and use the Services via the API or a web-based hosted services platform solely for your internal business purposes to the extent necessary for you to use the Services as agreed to between you and iMi AI.

2.2 Use

Unless iMi AI has entered into a separate agreement with you, you agree to use the Services only in accordance with:

1. the present provisions of these GTC and

2. the Privacy Policy

3. all other Ancillary Documents and Policies

4. or arising from applicable laws, rules and regulations.

2.3 Creating an account and communicating

For you to access and/or use the Services, iMi AI may, at its sole discretion, require you to create a User account on a website or a platform as determined by iMi AI, or iMi AI may, at its sole option, create such User account for you. You shall accurately and truthfully complete and keep up to date all information you provide in the registration process. You are also solely responsible for the security of your password and those of other Users registered under your User account in accordance with these GTC and the policies referenced herein including but not limited to the Privacy policy. Accounts may not be created automatically such as through bots.

2.4 Free and Paid Services

2.4.1 Free Services

In iMi AI’s sole discretion, the Services may be offered to a User free of charge with limited functionalities (“Free Service”).

2.4.2 iMi AI Premium

2.5 Price changes

iMi AI reserves the right to change the subscription fees of any Premium Service. You will be notified of such changes within a reasonable time by means of an email sent to the email address you have provided iMi AI at registration. Changes to the subscription fees shall not affect any paid subscriptions until the end of such paid subscription period. If you do not agree with the change in subscription fees, you can opt not to renew your subscription.

2.8 Uploading Content

iMi AI may but is not required to include a personal profile image on the iMi AI platform in which you access the Services (an “Uploaded Content”). For the Uploaded Content, you grant iMi AI and its affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable and royalty-free license for the term of your subscription to enable Doodle to perform the subscribed Services.

2.9 Defining a URL

For some Services (or parts thereof), you can define a personal URL(web address) tied to your access to the Services. You shall not choose a URL that is protected by copyright, trademark, or other proprietary or intellectual property rights of a third party. iMi AI reserves the right to request that the URL you selected be changed immediately for any or no reason but particularly if you, by using the selected URL, intentionally or unintentionally infringe or may infringe on iMi AI’s or a third party’s intellectual property right.

2.10 Representations and Warranties; Indemnification by User

3.1 Limited Warranty

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PERFORMED BY iMi AI ARE PROVIDED “AS IS,” and “AS AVAILABLE”, AND iMi AI DISCLAIMS ANY AND ALL OTHER PROMISES, INDEMNITIES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND DATA ACCURACY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. iMi AI DOES NOT WARRANT THAT (a) THE SERVICE OR ANY OTHER SERVICES PROVIDED BY iMi AI WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS OR (b) THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR (c) THAT THE SERVICE WILL ACHIEVE ANY INTENDED RESULT OR (d) THAT THE SERVICE OR ANY COMPONENT THEREOF WILL BE COMPATIBLE OR WORK WITH ANY INTEGRATIONS, SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR FREE OF HARMFUL CODE, OR (e) THAT ALL ERRORS WILL BE CORRECTED.

3.2 Limitation of Liability

IN NO EVENT WILL iMi AI BE LIABLE TO USER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, OR REVENUES, LOSS OF GOODWILL OR REPUTATION,OR COST OF REPLACEMENT OF GOODS OR SERVICES, OR LIABILITIES TO THIRD PARTIES ARISING IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, iMi AI SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM: (I) USER’S USE OR THE INABILITY TO USE THE SERVICES; (II) ANY CHANGES WHICH iMi AI MAY MAKE TO THE SERVICES, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF,OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH THE USE OF THE SERVICES; (V) RECOVERY OF ANY DATA,OR BREACH OF DATA OR SYSTEM SECURITY; OR (VI) OR ANY OTHER MATTER RELATING TO THE SERVICES, IN EACH CASE, REGARDLESS OF WHETHER iMi AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THIS LIMITATION OF iMi AI’S LIABILITY SHALL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE AGGREGATE LIABILITY OF iMi AI FORALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, EQUITABLE THEORY OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO iMi AI BY USER UNDER THESE GTC DURING THE TWELVE (12)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

User acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in this Section form an essential basis of the agreement between the parties, that the parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms of these GTC, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of these GTC would be substantially different.

3.3 Technical support

iMi AI provides technical support on a best-effort basis and exclusively via email. A user may send his/her request to our Support Team in each case. iMi AI does not warrant the availability of technical support for any use outside of Premium Services. Users of a iMi AI Premium account are subject to the provisions of the separate Service Level Agreement.

3.4 Enhancement, Modification, Discontinuation of Services and Maintenance

iMi AI has the right at any time for any or no reason to suspend, restrict discontinue, or modify the Services (or any part thereof) permanently or temporarily or to add new types of services. Such changes shall become effective without any further action by any party and automatically subject to these GTC. Your continued use of the Services or any part thereof after we make changes shall deemed as your acceptance of those changes. If the suspension, restriction, discontinuation, removal or modification of the Services results in a materially significant change to the agreed Services, as determined solely by iMi AI, you may terminate the subscription for cause with immediate effect. In no event shall iMi AI be required to issue any refund of the subscription fee for any remaining period in the event of such termination.

iMi AI may perform maintenance on the Services offered at any time at its sole discretion. Maintenance that would require a deactivation of the Services shall be communicated to the User via email at least 72 hours before deactivation. iMi AI shall endeavor to keep any necessary shutdowns of the Services to a minimum. In no event shall iMi AI be liable to you or any third party for any damages caused or related to such deactivation.

3.5 Use of Third Parties

You hereby acknowledge and agree that iMi AI has the right to use third parties to provide the Services or a portion thereof at any time as it sees fit.

3.6 Inclusion of advertising in the Services

You acknowledge and agree that iMi AI shall have the right to finance the Free Services also by means of advertising and/or other promotional measures and may send Users advertising, promotion and other related correspondence or materials. The display of such advertisements may be managed by iMi AI, its affiliates and/or their respective service providers based on information generated by or through your use of the Services, and you hereby consent to the use by iMi AI and/or its affiliates of such generated information and accept the terms of the Privacy Policy as such terms are incorporated herein by reference and may be amended by iMi AI from time to time. iMi AI, its affiliates and/or their respective service providers may change the type and extent of advertising and promotional measures and materials at any time. If you use the Free Services, you may not block, interfere with, or otherwise technically suppress the advertising media.

4.1 Ownership

iMi AI, its affiliates or their respective licensors, as may be applicable, shall retain exclusive ownership of all rights, title and interest in and to the Services and all components thereof including but not limited to the software, API, and web-based platform. User acknowledges that it neither owns nor acquires any additional rights in and to the Services or any component thereof not expressly granted by these GTC.

4.2 iMi AI Marks

Without limiting the generality of Section 4.1., you acknowledge that the names, marks, logos, insignias, trademarks, trade names, trade secrets, and/or service marks of iMi AI (the “iMi AI Marks”) are owned exclusively by iMi AI, its affiliates or licensors, and that, except as otherwise expressly set forth in these GTC, Users have no right to use the iMi AI Marks without the prior written consent of iMi AI. Except as otherwise expressly set forth in these GTC or a separate agreement with iMi AI, you shall not represent that you have any rights, title or interest in and to iMi AI Marks.

4.3 User Obligations with Respect to iMi AI’s Intellectual Property

You shall not (i) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Services are compiled or interpreted, and you acknowledge that nothing in these GTC will be construed to grant you any right to obtain or use such code; (ii) create any derivative product from any of the foregoing, except with the prior written consent of iMi AI; or (iii) allow third parties other than authorized users to gain access to the Services or use the Services as a service bureau; (iv) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber your rights. You shall ensure that its use of the Services complies with all applicable laws.

5.1 Breach; Corrective Measures

If iMi AI believes that a User is in breach of the GTC, including without limitation User’s unauthorized use, excessive use or misuse of the Services, or a User has created a risk for iMi AI, the Integrations and/or any third party, iMi AI may unilaterally, at its sole discretion, block, deactivate, or revoke such User’s access (in its entirety or a portion thereof) to the Services with immediate effect, or if the damage caused by the breach is reversible (as determined by iMi AI), notify the User about the breach. In the event User fails to cure the damage (if determined by iMi AI as reversible) within fourteen (14) days from the date of the notification from iMi AI, we may terminate the agreement with such User and revoke such User’s access to the Services immediately upon the expiration of the notice period. User shall not be entitled to any refund of paid subscription fees in the event of such termination by iMi AI.

You agree to defend, indemnify, and hold harmless iMi AI, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) (the “Losses”) arising out of or relating to (i) your violation of these GTC, (ii) your use of the Services, any information obtained from through your access and use of the Services; and (iii) your Uploaded Content and selected URL, including, but not limited to our use thereof and/or any misappropriation, violation or infringement of third party intellectual property rights.

7.1 Governing law and jurisdiction

These GTC shall be governed exclusively by relevant laws, excluding the provisions on conflict of laws thereof and the United Nations Convention on the International Sale of Goods. Any disputes arising from these GTC shall be decided by courts of competent jurisdictions. Each User and iMi AI irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection it may have to such forum or venue, including without limitation the objection of forum non conveniens.

7.2 Data protection

Our Privacy Policy accessible at https://imiai.net/page/custom-privacy-policy explains how we, our affiliates, and service providers, as applicable, collect and use your information obtained through your use of the Services or when you signed up for an account with iMi AI. In this regard, we give great importance to the protection of your privacy and the security of the data stored with us, and we comply with the applicable data protection laws. You acknowledge and agree that the terms of our Privacy Policy are hereby incorporated herein by reference. By using the Services, you acknowledge that you have read and accept the terms of the Privacy Policy, as such may be amended by us from time to time.

7.3 Severability

Should one or more provisions of these GTC be invalid now or in the future, this shall not affect the validity of any other provision or covenant. iMi AI may replace the invalid provisions with a legally valid provision that is as consistent as possible with the economic spirit and purpose of the invalid provision.

7.4 Notices and changes to these GTC

Unless otherwise specified in these GTC or with the User, written notices from iMi AI to the User shall be sent via the email address specified in the User Account or during the registration process. It is your responsibility to keep your e-mail address up to date at all times during your subscription to the Services. The User may contact iMi AI for any queries via our support form. However, this does not apply to legal notices. These must also be sent to hello@imiai.net. Notice shall be deemed to have been duly served on the earlier of the day after the e-mail is sent or when you continue using the Services after viewing the notification on the Website’s homepage.

iMi AI rerves the right to make changes to these GTC at any time. iMi AI may, in its sole discretion, provide User with written notice as set forth in the foregoing paragraph, via in-app messaging or by publishing the notice on a banner on the Website’s homepage, of any such changes, provided, however that any such changes shall become effective without any further action by any party. In the event of a material change to these GTC, you may terminate the subscription prior to the agreed end of the subscription period within one (1) month following the date of notification of the change. All Services provided up to the date of termination of the Agreement must be paid for in full. No refund shall be paid to you for any remaining period of your subscription. With regard to price changes, the rules set forth in Section 2.5 above shall prevail. If you fail to terminate the Agreement within the notice period under this Section 7.4. using the feature set up for this purpose in your account or you continue to use the Services after the notice period, such failure to act shall be construed as your acceptance to the changes to the GTC in its entirety.

7.5 Assignment

You may not assign your rights and/or delegate your obligations under these GTC, the Ancillary Documents and Policies, and Subscription Confirmation without the prior written consent of iMi AI.

7.6 Force Majeure

Except with respect to payment obligations hereunder, if iMi AI is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond iMi AI’s reasonable control, including, by way of example, war, riot, fires, floods, epidemics, pandemics or government restrictions as a result thereof, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a breach of these GTC, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if iMi AI is prevented or delayed from performing for more than ninety (90) days, you may terminate these GTC upon thirty (30) days’ written notice.

7.7 No Third Party Beneficiaries

You acknowledge that the covenants set forth in these GTC are intended solely for the benefit of the parties to the agreement, their successors and permitted assigns. Except for the authorized Users under a valid subscription, nothing herein, whether express or implied, will confer upon any person or entity, other than you and iMi AI, their respective successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of these GTC.

7.8 Waiver

iMi AI’s waiver of any breach or violation of these GTC by you shall not be construed as a waiver of any other present or future breach or breaches by you.

This Data Processing Addendum, including the exhibits to it (“DPA”), is incorporated into the General Terms and Conditions (the “Agreement”) that are between you (together, with any subsidiaries and affiliated entities, collectively, “Customer” or “Controller”) and iMi AI and sets forth additional terms that apply to the extent any information you provide to iMi AI pursuant to the Agreement includes Personal Data (as defined below).

DEFINITIONS

A. “CCPA” means the California Consumer Privacy Act (California Consumer Privacy Act of 2018, Cal. Civ. Code § [1798.100 - 1798.199.100]​​) as amended, including by the California Privacy Rights Act of 2020 and its implementing regulations.

B. “Data Privacy Framework(s)” means, as applicable, the EU-US Data Privacy Framework, the UK Extension to the EU-US Data Privacy Framework, and the Swiss-US Data Privacy Framework developed by the US Department of Commerce and the European Commission, UK Government, and Swiss Federal Administration permitting organisations participating in such Data Privacy Frameworks to receive Personal Data from the European Union / European Economic Area, the UK and Gibraltar, and Switzerland in compliance with applicable Data Protection Laws in those regions.

C. “Data Protection Laws” means all applicable federal, state, and foreign data protection, privacy and data security laws, as well as applicable regulations and formal directives intended by their nature to have the force of law, all as amended from time to time, including, without limitation, the EU Data Protection Laws, UK Data Protection Laws, the Swiss Data Protection Laws, the Privacy Act 1988, the Personal Information Protection and Electronic Documents Act, and United States state privacy laws, including the CCPA,  and the privacy laws of Virginia, Colorado, Connecticut, Utah, Texas, Oregon, and Montana. 

D. “Data Subject” means the individual or consumer to whom Personal Data relates.

E. “Data Subject Request” means a request by a Data Subject to exercise rights afforded by Data Protection Laws with respect to the Data Subject’s Personal Data.

F. “EU Data Protection Laws” means GDPR together with any applicable implementing legislation or regulations, as well as European Union or Member State laws, as amended from time to time. 

G. “GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.) 

H. “Personal Data” means any Customer Data relating to an identified or identifiable natural person that is Processed by iMi AI on behalf of Customer in connection with providing the Services to Customer, when such information is protected as “personal data” or “personal information” or a similar term under Data Protection Law(s). 

I. “Process” or “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. 

J. “Security Breach” means a confirmed breach of iMi AI’s information security measures leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data covered by this DPA. 

K. “Services” means the services provided by iMi AI to Customer under the Agreement. 

L. “Standard Contractual Clauses” or “SCCs” means the model clauses for the transfer of Personal Data to processors established in third countries approved by the European Commission, the approved version of which is set out in the European Commission Implementing Decision 2021/914 of 4 June 2021 

M. “Swiss Data Protection Laws” means all laws relating to data protection, the Processing of Personal Data, privacy and/or electronic communications in force from time to time in, including the Federal Act on Data Protection of June 19, 1992 and its ordinances, and, once it entered into force, in accordance with Article 16 paragraph 2 letter d of the future revised Swiss Federal Act on Data Protection dated 25 September 2020 (collectively, “FADP”).

N. “UK Data Protection Laws” means all laws relating to data protection, the Processing of Personal Data, privacy and/or electronic communications in force from time to time in the United Kingdom (“UK”), including the United Kingdom GDPR and the Data Protection Act 2018.

O. “UK GDPR” means the United Kingdom General Data Protection Regulation, as it forms part of the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018.

P. The terms “Processor” and “Controller” shall have the meanings given to them under the applicable Data Protection Law. Any capitalised terms herein that are not defined in this DPA shall have the meanings associated with them in the Agreement and are hereby adopted by reference in this Addendum.

PROCESSING AND TRANSFER OF PERSONAL DATA

A. Customer Obligations. Customer is the Controller of Personal Data and shall (a) determine the purpose and essential means of the Processing of Personal Data in accordance with the Agreement; (b) be responsible for the accuracy of Personal Data; and (c) comply with its obligations under Data Protection Laws, including, when applicable, ensuring Customer has a lawful basis to collect Personal Data, providing Data Subjects with any required notices, and/or obtaining the Data Subject’s consent to process the Personal Data.

B. iMi AI Obligations. iMi AI is the Processor of Personal Data and shall (a) Process Personal Data on Customer’s behalf in accordance with Customer’s written instructions (unless waived in a written requirement) provided during the term of this DPA; and (b) comply with its obligations under Data Protection Laws. A description of the processing of Personal Data intended to be carried out under this DPA is set out in Annex 1. The parties agree that the Agreement, including this DPA, together with Customer’s use of the Services in compliance with the Agreement, constitute Customer’s complete and final written instruction to iMi AI in relation to the Processing of Personal Data, and additional instructions outside the scope of these instructions shall require a prior written and mutually executed agreement between Customer and iMi AI. In the event iMi AI reasonably believes there is a conflict with any Data Protection Law and Customer’s instructions, iMi AI will inform Customer promptly and the parties shall cooperate in good faith to resolve the conflict and achieve the goals of such instruction. 

C. Data Use. iMi AI shall not use Personal Data, except for usage of Personal Data pursuant to Customer’s instructions, as permitted under the Agreement and as necessary to bring and defend claims, to comply with requirements of the legal process, to cooperate with regulatory authorities, and to exercise other similar permissible uses as expressly provided under Data Protection Laws.

D. Location of Processing. The parties acknowledge and agree that processing of the Personal Data will occur in the European Union (EU) and perhaps other jurisdictions outside the residence of the Data Subjects, and Customer shall comply with all notice and consent requirements for such transfer and processing to the extent required by Data Protection Laws.

E. Return or Destruction of Data. iMi AI shall return or securely destroy Personal Data, in accordance with Customer’s instructions, upon Customer’s request or upon termination of Customer’s account(s) unless Personal Data must be retained to comply with applicable law.

A. Conflict. In the event of any conflict or inconsistency between this DPA and Data Protection Laws, Data Protection Laws shall prevail. In the event of any conflict or inconsistency between the terms of this DPA and the terms of the Agreement, the terms of this DPA shall prevail solely to the extent that the subject matter concerns the processing of Personal Data. 

B. Liability.  Each Party’s liability arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, is subject to the limitations of liability contained in the Agreement. For the avoidance of doubt, each reference herein to the “DPA” means this DPA including its exhibits and annexes. 

C. Entire Agreement.  This DPA is without prejudice to the rights and obligations of the parties under the Agreement which shall continue to have full force and effect. This DPA together with the Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between the parties with respect to such subject matter.