Persimo Terms of Service

Last Updated: October 22, 2026

Please read these Terms carefully. Section 27 contains a binding arbitration agreement and a class-action waiver, subject to the exceptions and the opt-out right stated there. Sections 9 and 20 explain your responsibilities for information you record about other people. Sections 17–20 contain disclaimers, limitations of liability, a release of certain claims, and obligations to indemnify us in specified circumstances. Section 10 explains the risks of data loss.

1. Introduction

Ingengo LLC, a New York limited liability company (“Ingengo,” “we,” “us,” or “our”), operates Persimo, a personal contact and relationship management application available at https://persimo.app (the “App”), and a related website at https://persimo.ai (the “Website”). The App, the Website, the content we make available through them, our emails and notifications, our support, and all related tools, features, functionality, and technology, however accessed, are collectively referred to as the “Service.” The Terms and the Privacy Policy are hosted at https://persimo.ai/terms and https://persimo.ai/privacy, respectively, and are linked from both the Website and the App.

Persimo helps you, as an individual, remember the people you know, their contact details, the history of your relationship, and your private notes about them. The Service stores Your Content (defined in Section 8 below) primarily in your own browser on your own device. We do not operate a database that stores Your Content on our servers, and the Service is not an organizational records system.

2. Acceptance of Terms of Service (the “Terms”)

These Terms are a legal agreement between you and us and contain important information regarding your legal rights, remedies, and obligations. By accessing or using the Service, or by clicking a button or checking a box indicating your acceptance, you: (i) acknowledge that you have read, understand, and agree to be bound by these Terms; (ii) agree to comply with all applicable laws, rules, and regulations with respect to your use of the Service, including laws governing the collection and use of information about other people; and (iii) represent that you have the legal capacity to enter into contracts in the jurisdiction where you reside.

Our Privacy Policy, available at https://persimo.ai/privacy (the “Privacy Policy”), and the Data Processing Terms attached as Annex A (the “Data Processing Terms”) are incorporated into and form part of these Terms (together, the “Agreement”). The Privacy Policy explains how we collect, use and protect information about you as our user and how the Service handles Your Content. If these Terms and the Privacy Policy conflict regarding our information practices, the Privacy Policy controls on that point, except that for Customer Personal Data, the Data Processing Terms control as stated in Annex A. These Terms control on all other matters, including allocation of risk, liability, indemnity and dispute resolution. Capitalized terms used but not defined in these Terms (such as Personal Information, Sensitive Personal Information, Usage Data and Service Provider) have the meanings given in the Privacy Policy.

If you do not accept these Terms, or if you are not authorized or eligible to be bound by them, you may not access or use the Service. Completing Google’s permission screen does not by itself constitute acceptance of these Terms. Before you first use the App, we will ask you to confirm your acceptance of these Terms by checking an unchecked box or clicking a button next to links to these Terms and the Privacy Policy.

3. Modifications

We may occasionally modify these Terms or the Privacy Policy. We will post the revised version at https://persimo.ai/terms (or https://persimo.ai/privacy, as applicable) and update the “Last Updated” legend. For material changes, we will also notify you by email or in the App at least thirty (30) days before the change takes effect, unless the change is required by law or addresses a security risk, in which case it may take effect sooner. Other changes become effective upon posting. If applicable law requires your express acceptance of a change, we will request it. Your continued use of the Service after a change becomes effective constitutes your acceptance of the change. If you do not agree, you must stop using the Service. A change to Section 27 applies only to disputes first arising after the change becomes effective. Changes to how we use Personal Information are governed by the notice and consent provisions of the Privacy Policy. If you previously submitted a valid opt-out notice under Section 27, a modification to Section 27 will not subject you to arbitration unless you expressly agree.

We may change, restrict access to, suspend or discontinue the Service, or any portion or feature of it, at any time.

4. No Professional Advice; Not a Regulated Records System

The Service is a personal memory aid. It is not a medical, health, legal, financial, employment, child-care, or other professional service, and nothing in the Service constitutes medical, legal, financial or other professional advice. In particular, a note you make about another person’s health, allergy, dietary need, or similar circumstance is your own reminder; it is not a medical record, and we do not verify, maintain, monitor, or act on it. You must not rely on the Service as the sole source of information for any emergency or safety-critical decision (for example, whether a food is safe for a person with an allergy). Always confirm important information with the person concerned, a parent or guardian, or an appropriate professional.

You may not use the Service to create, receive, maintain or transmit protected health information within the meaning of the U.S. Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), as or on behalf of a covered entity or business associate, or in any manner that would make us a business associate. You may not use the Service to maintain records used to provide health care, legal, financial, child-care or other licensed or regulated professional services, or to administer employment, recruiting, tenancy, credit, insurance, or similar eligibility decisions. We do not agree to provide specialized recordkeeping, retention, security or regulatory compliance arrangements for any such use.

5. Eligibility to Use the Service; Your Account

You must be at least 18 years of age to use the Service. The Service is not directed to children. The App currently uses Google sign-in, and access may be limited during a preview period to email addresses we approve. Completing Google’s permission screen does not guarantee admission or by itself create a Persimo account (an “Account”). Each Account is for one individual; you accept these Terms for yourself (or, if you are a self-employed solo practitioner operating through a single-person entity, for yourself and that solo entity) and not on behalf of an employer or other organization.

When you create or use an Account, you represent and warrant that: (a) all information you provide about yourself is truthful, accurate and current; (b) your use of the Service does not violate any applicable law or regulation, any obligation you owe to an employer, client or other person, or these Terms; (c) you have the legal capacity to agree to, and you agree to comply with, these Terms; and (d) you are at least 18 years of age.

You agree that you are responsible for maintaining the security of the Google account, devices, browser profiles and sessions you use with the Service, and for all activity through your Account, including activity that results from your failure to keep them secure or from your sharing access with others. Do not share your sign-in or allow another person to operate your Account. Anyone with access to your unlocked device, browser profile, or Google account may be able to access Your Content. If you use a work or school Google account, that organization’s administrators may be able to access, retain, restrict, or delete files in that account, and we cannot override those controls. Notify us promptly at support@persimo.ai if you suspect unauthorized access.

By using the Service, you agree to receive Service-related communications, such as notices about your Account, security, and changes to the Service or these Terms. Promotional messages are governed by the Privacy Policy, and you may unsubscribe from them at any time using the link in the message. We reserve the right to suspend or terminate your Account and your use of the Service in accordance with Section 23.

6. Intellectual Property

The Service contains trademarks and service marks owned by us or other third parties. Unless specifically noted that such trademarks or service marks belong to a third party, we own all trademarks and service marks displayed in the Service, whether registered or unregistered, including the names Ingengo and Persimo, our logo, the App trade dress, and other indicia of origin of the Service. The use of our intellectual property is strictly prohibited unless we have granted our prior written consent.

The Service, including its software, text, graphics, logos, button icons, images, data compilations, documentation, and other works of authorship, both individually and as compiled (excluding Your Content, the “Persimo Content”), is the property of Ingengo or its licensors and is protected by copyright and other United States and foreign intellectual property laws. Some components, including fonts and open-source software libraries, are provided under their own licenses, which govern those components. Any use of the Service or the Persimo Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

7. License Grant

Subject to your eligibility and your continued compliance with this Agreement, we hereby grant you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Service, including to run the App in a supported browser and to retain the browser or installed web-app copies ordinarily needed for that use, solely for the purposes permitted by Section 9(a). The Service is licensed, not sold. We are not responsible for ensuring, and disclaim any responsibility for, your ability to open, use or view the Service on any particular device, browser or operating system. As between you and us, we retain all right, title and interest in and to the Service and the Persimo Content, and all related intellectual property rights. We reserve all rights not expressly granted in these Terms.

8. Your Content

“Your Content” means the contacts, contact details, notes, images, files, and other material that you enter into, import into, scan with, or otherwise submit to the Service. As between you and us, you retain whatever rights you have in Your Content, and other people retain their rights in information about them. Storing information in the Service does not transfer any rights in it to you or to us.

You grant us a non-exclusive, worldwide, royalty-free license to transmit, temporarily host, reproduce, format, display to you, and otherwise process Your Content solely as necessary to provide the features you use and instruct (including synchronization, backup, restore, import, export and scanning), to respond to your support requests, to secure the Service and investigate abuse, and to comply with law, in each case as further described in the Privacy Policy and the Data Processing Terms. We may authorize our Service Providers to perform that processing for us within those limits. This license lasts only as long as necessary for those purposes. It does not permit us to sell Your Content, use it for advertising, publish it, combine it with other users’ content, build profiles of the people described in it, or use it to train artificial intelligence or machine learning models, and we will not do so.

This license is a permission to operate the Service on your behalf. It concerns your rights in Your Content; it is not, and must not be treated as, the consent of any person described in Your Content, and it does not affect anyone’s privacy rights.

You are solely responsible for Your Content and for the consequences of recording, importing, scanning, synchronizing, exporting, disclosing or sending it. You represent and warrant that: (a) you own or have all rights, permissions and lawful authority necessary to submit Your Content to the Service and to grant the license above; and (b) neither Your Content nor its submission, storage or use through the Service will infringe, misappropriate or violate any person’s intellectual property, privacy, publicity, confidentiality or other rights, breach any obligation you owe to an employer, client or other person, or violate any applicable law or regulation. We do not review Your Content for accuracy, completeness or legality, and we do not endorse or adopt any statement merely because you store it in the Service.

9. Information About Other People; Your Responsibilities as Controller

By its nature, the Service lets you record information about other people, almost none of whom are Service users or parties to these Terms. This Section allocates responsibility for that information. You acknowledge that we have relied on this Section in deciding to provide the Service to you, and that it is a material term of this Agreement.

(a) Permitted Use. You may use the Service for lawful personal relationship management, including for family, friends, neighbors and acquaintances, and for your own individual professional and business networking, including, if you are self-employed, managing your own professional contacts and relationships, such as remembering where you met someone, who introduced you, what you discussed, a preference they shared, and when to follow up. You may not use the Service on behalf of, or to provide access to, an employer, firm or other organization (other than a solo entity permitted under Section 5), or as a team or organizational address book, or as an organization’s sales pipeline, customer or client management system, recruiting system, case file, or other operational system of record; to run bulk marketing, fundraising or outreach campaigns; or to compile, broker or sell information about people. Any organizational use requires a separate written agreement signed by us.

(b) Your Role. You alone decide whom to include in Your Content, what information to record about them, and why. Accordingly, you are the person who determines the purposes and means of processing that information. To the extent any data protection or privacy law applies to your activities (including, where applicable, the EU General Data Protection Regulation, the UK GDPR, the Swiss Federal Act on Data Protection, and U.S. state privacy laws (collectively, “Data Protection Laws”)), you act as the “controller” (or equivalent) of the Personal Information in Your Content, and you are solely responsible for complying with those Data Protection Laws. Your responsibilities include, where and to the extent required: (i) establishing a lawful basis for collecting, recording and using the information; (ii) satisfying any additional condition required for special categories of data or sensitive information; (iii) providing any notice required to be given to the people concerned; (iv) obtaining and documenting any consent required; (v) responding to any request, complaint or objection from a person described in Your Content; and (vi) deciding what information is necessary, accurate and appropriate to keep, and for how long.

(c) Personal and Household Use. Many Data Protection Laws do not apply to an individual’s purely personal or household activities, such as keeping a private address book. You acknowledge that this exemption is narrow, that it may not apply where your use has any connection with a professional or commercial activity, including business networking, and that whether it applies to you depends on the facts of your use and the laws of your jurisdiction. We do not represent that any exemption applies to you. Whether or not an exemption applies, you remain responsible for using information about other people respectfully, lawfully, and consistently with any expectation of confidentiality under which you received it.

(d) Our Role. When the Service transmits or processes Your Content on your instruction (for example, when you synchronize, back up, restore, import, export or scan), we act solely as your service provider and “processor” (or equivalent) under the Data Processing Terms in Annex A. We process Your Content only to carry out your instructions, which you give by using the features of the Service, and for the limited purposes stated in Section 8. We do not determine the purposes for which you keep information about other people, we do not maintain a database of Your Content on our servers, and we do not have a direct relationship with the people described in Your Content. We act as an independent controller only for information about you as our user, such as your Account, sign-in, support and Usage Data, as described in the Privacy Policy.

(e) Sensitive Personal Information. The Service is not designed for Sensitive Personal Information, we do not ask you to provide it, and you may not store Prohibited Information (see Section 14(a)). However, a personal note may contain Sensitive Personal Information that is not Prohibited Information, such as a health or allergy detail (not subject to HIPAA), religious or dietary practice, racial or ethnic origin, or sexual orientation, or other sensitive personal or family circumstances. If you choose to include such information about another person, you may do so only where your processing is lawful under applicable law, which may include (i) genuinely personal or household activity to which an exemption applies, or (ii) processing supported by a lawful basis and any additional condition or justification that applicable law requires for that category of information (which, for professional use in the European Economic Area or the United Kingdom, is often the explicit consent of the person concerned or of a person legally authorized to act for them). You must keep any such information to the minimum necessary for your purpose. For example, recording that a friend’s child has a nut allergy so you can plan a family dinner is the kind of private note the Service is meant to support; recording the same detail about a prospective client’s child to advance a business relationship may require a lawful basis and consent that you, and not we, must establish. By including such information, you represent and warrant that you have satisfied every such requirement and accept that the protections described in the Privacy Policy, which do not currently include end-to-end encryption, are appropriate for that information.

(f) Children. Your Content may include information about children, such as a name, a birthday, or a family member’s note. Recording that information does not make the child a user of the Service. You are responsible for having the right to keep it and for keeping it to the minimum necessary.

(g) No Consent on Behalf of Others; Requests About Your Content. Your acceptance of these Terms is not the consent of any other person, and nothing in these Terms makes any person described in Your Content a party to or third-party beneficiary of this Agreement. Because Your Content is stored in your own browser and Google account and we do not maintain a searchable database of Your Content, we cannot search for, access, correct, or delete information you hold about another person. If we receive a request, complaint, or legal demand from a person described in Your Content, we will respond as appropriate under applicable law, which may include explaining that we do not hold Your Content. If we are able to identify your Account as the subject of the inquiry, we may refer that person to you, and you agree to handle it promptly and in compliance with applicable law. Where we are legally required to respond, you agree to cooperate with us, and we may disclose the requested portion of the information we hold about the associated Account to the authority or other person legally entitled to receive it.

(h) Our Rights. We may, but are not obliged to, refuse to process, restrict, or suspend any feature or Account if we reasonably believe that your use of information about other people violates this Section or applicable law, or exposes us to legal or regulatory risk.

10. Storage, Synchronization, Backups and Security

The App is a progressive web application. Your Content is stored primarily in your browser’s storage (such as IndexedDB) on your device, under your control. When you use synchronization, backup, restore, Google Sheets import or export, or scanning, Your Content passes through our servers and those of our Service Providers, where it is processed transiently to complete the operation and is readable by our systems. We do not keep a copy of Your Content on our servers after the operation completes, except as stated in the Privacy Policy. Synchronization and backup files are stored in your own Google Drive and are not encrypted by the App.

YOUR CONTENT IS NOT CURRENTLY END-TO-END ENCRYPTED. Although we use encryption in transit (HTTPS) and limit access to our production systems, no method of transmission or storage is completely secure, and we do not guarantee that Your Content will not be lost, altered, intercepted, or accessed without authorization.

Browser storage is inherently volatile. Your Content may be permanently lost if you clear your browser’s site data, change or reset your browser or device, lose your device, or if your browser or operating system evicts stored data. Synchronization can propagate changes, including deletions, across devices; a backup may omit your latest changes; and restoring an older backup may overwrite newer information. We do not maintain an archive from which lost records can be recovered. You are solely responsible for maintaining independent backup copies of any information you cannot afford to lose. Deleting a contact in the App removes it from your active contact list, but the underlying record may remain in your browser’s storage until you reset the App, and deleting a contact or resetting the App does not delete copies held in existing backups or exports in your Google Drive, Google Sheets, downloaded files, or on other devices.

11. Future Encryption Features

We may in the future offer client-side or end-to-end encryption, under which Your Content is encrypted on your device with keys that we do not receive or hold (“Encryption Features”). If you enable an Encryption Feature, you acknowledge that: (a) we will not have the means to decrypt, read or identify the people described in Your Content that is so encrypted, and accordingly we will handle that content solely as encrypted data; (b) you alone are responsible for safeguarding your keys, passphrases and recovery materials, and if you lose them, neither we nor anyone else will be able to recover Your Content; (c) Encryption Features do not change your responsibilities under Section 9; and (d) any data that is not encrypted by an Encryption Feature (for example, Account data, Usage Data, metadata needed to route data, or content sent for scanning) will continue to be handled as described in the Privacy Policy. No Encryption Feature is currently available; if we make one available and you enable it, Section 10 will continue to apply except as modified by this Section 11.

12. Scanning and AI-Assisted Results

Business card and document scanning is optional. When you select an image or PDF for scanning, you instruct us to transmit the entire file, including any handwritten or printed notes, other text, and embedded metadata, to the Google AI service described in the Privacy Policy to propose contact details. We do not add your saved notes to scan requests. Results may be inaccurate, incomplete, outdated, or attributed to the wrong person; you are responsible for reviewing and verifying results before saving or relying on them. A scan result does not establish that you are permitted to collect or use the information it contains. Our Service Providers may retain submitted content temporarily under their own terms, as described in the Privacy Policy.

13. User Feedback

The following policy applies to all ideas, comments, suggestions, improvements, proposals, designs or materials you submit to us concerning the Service (“Feedback”): (a) all Feedback is non-confidential and non-proprietary; (b) we will not be liable for any use or disclosure of any Feedback; and (c) you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable license to use Feedback for any purpose whatsoever, commercial or otherwise, without compensation or attribution to you. Feedback does not include Your Content, or contact records or other private information incidentally included in a support request, which remain subject to Section 8 and the Privacy Policy. Please do not include information about other people in Feedback.

14. Prohibited Activities

By accessing and using the Service, you agree that you will not use the Service for any unlawful or prohibited purpose. You may not attempt, through any means, to gain unauthorized access to any part of the Service, any other user’s account, or any computer system or network connected to our servers. Without limiting the foregoing or Section 9, you will not use the Service to:

(a) store, transmit or process any information that (i) is unlawful, defamatory, fraudulent, threatening, harassing or invasive of another person’s privacy; (ii) you do not have a right to store or transmit under any law or under contractual or fiduciary relationships, including information that an employer, client or other organization requires you to keep only in its approved systems, such as trade secrets and confidential business records; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary right of any party; (v) sexually depicts, abuses, harms, or exploits children in any manner, including any child sexual abuse or exploitation material; or (vi) contains passwords, authentication secrets, recovery codes, full payment card or financial account numbers, government identification numbers, biometric data, or HIPAA-protected health information (any information described in clauses (i) through (vi) is “Prohibited Information”).

(b) stalk, harass, threaten, surveil, profile, or unlawfully monitor any person, or collect or compile information about a person for the purpose of doing so;

(c) violate any applicable local, state, national, international or other law or regulation, or any order of a court, including laws regarding privacy, data protection, electronic communications, anti-spam, and intellectual property;

(d) send spam, junk mail, chain letters or other unsolicited bulk communications, or harvest contact information for that purpose;

(e) interfere with, disrupt, overload or damage the Service, including through viruses, Trojan horses, harmful code, denial-of-service attacks, packet or IP spoofing, or similar methods, or probe, scan, bypass or defeat any security or access control;

(f) use robots, spiders, scrapers or other automated means to access the Service, evade usage limits, or extract data from it, other than supported import and export functions, ordinary accessibility tools, client-side browser tools you use within your own session in compliance with Section 15 that do not burden our servers or evade usage limits, and tools we authorize for use with your own information;

(g) misuse a connected service, exceed the permissions you have granted, or violate the terms, quotas or access restrictions of Google or any other Third-Party Service;

(h) impersonate any person or entity, misrepresent your affiliation with any person or entity, register more than one Account to evade usage limits, restrictions, or a suspension, or transfer or sell your Account;

(i) copy, modify, translate, distribute, sell, rent, lease, sublicense, or create derivative works of the Service, provide it as a service bureau, or make it available to any other person or organization;

(j) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive the non-public source code or underlying algorithms of any part of the Service, except to the extent applicable law specifically prohibits such restriction; or remove any copyright or other proprietary notice; or

(k) advocate, encourage, or assist any third party in doing any of the foregoing.

We reserve the right, in our sole discretion, to investigate suspected violations and to restrict, suspend, or terminate access to the Service. We do not routinely inspect Your Content; any access by our personnel is governed by the Privacy Policy. Your storage or submission of Prohibited Information does not expand our obligations or change the purpose of the Service.

15. Third-Party Services

These Terms apply only to the Service. The Service relies on and interoperates with products and services operated by others, including Google sign-in, Google Drive, Google Sheets, browsers, operating systems, and browser extensions, AI assistants, and other tools you choose to connect or allow to operate in your browser session (“Third-Party Services”). Your use of a Third-Party Service is governed by its own terms and privacy policy. A tool you allow to view or control your browser may read what the browser displays and act through your session, and you are solely responsible for the access and permissions you grant. Because we do not operate or control Third-Party Services, you acknowledge and agree that we are not responsible or liable, directly or indirectly, for their availability, content, security, output, or use of information, or for any change, quota, suspension, data loss or discontinuance they impose. Revoking the App’s access in your Google account, or deleting files held there, must be done in that account. You agree to pay any internet, data, or other charges imposed by your carrier or other providers in connection with your use of the Service.

Our Service Providers, which perform processing on our behalf to operate the Service, are identified in the Privacy Policy and are distinct from Third-Party Services you independently choose.

16. Fees; Previews

The Service is currently offered free of charge, and accepting these Terms does not start a paid subscription or authorize any charge. We may offer features designated as preview, alpha, beta, or early access (“Previews”), which may be incomplete, unreliable, changed, or withdrawn at any time. We may change or end free access, or impose feature and usage limits, at any time. If we offer paid plans in the future, the applicable price, billing period, any automatic renewal or trial conversion, cancellation terms and refund policy will be clearly disclosed to you, and your affirmative consent obtained, before you agree to purchase, in accordance with applicable automatic renewal and consumer protection laws, and those purchase terms will govern the plan. We will identify our payment processor in the Privacy Policy before offering paid plans.

17. Disclaimer of Warranties

THE SERVICE, INCLUDING PREVIEWS, SYNCHRONIZATION, BACKUP, RESTORE, SCANNING AND ALL RESULTS, IS PROVIDED ON AN “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INGENGO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE, INCLUDING RELIANCE ON ANY INFORMATION OR RESULTS PROVIDED AS PART OF THE SERVICE, IS AT YOUR SOLE RISK.

WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR EXPECTATIONS AND REQUIREMENTS, BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR BE AVAILABLE FOR USE; THAT DEFECTS WILL BE CORRECTED; THAT YOUR CONTENT WILL REMAIN AVAILABLE, PRIVATE, INTACT OR RECOVERABLE; THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SERVICE OR THE TECHNOLOGY THAT MAKES IT AVAILABLE IS IMMUNE TO HACKER ACTIVITY, INTERCEPTION, TAMPERING, COMPUTER CRIME OR THEFT. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF YOUR CONTENT OR ANY SCAN RESULT. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE, OR YOUR COLLECTION OR USE OF INFORMATION ABOUT OTHER PEOPLE, COMPLIES WITH ANY DATA PROTECTION LAW OR QUALIFIES FOR ANY EXEMPTION. WE DO NOT MAKE ANY ATTEMPT TO VERIFY THE INFORMATION YOU RECORD.

The Privacy Policy describes our information practices; it is not a guarantee that a breach, unauthorized access, or loss of data cannot occur. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. If you are a New Jersey resident, the exclusions and limitations in Sections 17 through 20 apply only to the extent permitted by New Jersey law, and nothing in these Terms limits any right you have under New Jersey law that cannot be limited by contract.

18. Limitation of Liability

IN NO EVENT SHALL INGENGO (FOR PURPOSES OF SECTIONS 18 THROUGH 20, “INGENGO” OR “WE” INCLUDES OUR AFFILIATES AND OUR AND THEIR RESPECTIVE MEMBERS, MANAGERS, EQUITY HOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND REPRESENTATIVES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL OR DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICE OR THIS AGREEMENT, OR WITH THE DELAY OR INABILITY TO USE THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN OPERATION OR TRANSMISSION; COMPUTER VIRUS; OR LOSS OF, CORRUPTION OF, UNAUTHORIZED ACCESS TO, DISCLOSURE OF, ALTERATION OF, OR MISUSE OF ANY RECORD OR DATA, INCLUDING YOUR CONTENT. WE DO NOT ASSUME ANY LIABILITY FOR INACCURACIES IN YOUR CONTENT OR IN ANY SCAN RESULT, OR FOR ANY DECISION YOU MAKE IN RELIANCE ON THEM.

IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT (INCLUDING THE PRIVACY POLICY AND THE DATA PROCESSING TERMS), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE FEES YOU PAID US FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE EXCLUSIONS AND LIMITS IN THIS SECTION ARE SEPARATE PROTECTIONS AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Applicable law may not allow the limitation or exclusion of liability for certain damages (for example, liability for death or personal injury caused by negligence, for fraud, or for gross negligence or willful misconduct), so the above limitations or exclusions may not apply to you to that extent. Nothing in this Agreement limits any liability that cannot be limited under applicable law, including any non-excludable liability we may have directly to a person described in Your Content under a Data Protection Law.

19. Release

To the fullest extent permitted by law, you release Ingengo from any and all responsibility, liability, claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with: (i) Your Content, including its accuracy and any loss of it, except to the extent caused by our gross negligence, fraud or willful misconduct; (ii) any dispute between you and any person described in Your Content; (iii) Third-Party Services; and (iv) any unauthorized access to Your Content on your devices, in your browser, or in your Google account that is not caused by our gross negligence, fraud or willful misconduct. If you are a California resident, you waive California Civil Code Section 1542 with respect to the matters described in this Section, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you reside elsewhere, you waive any comparable law to the same extent.

20. Indemnification

You agree to defend, indemnify and hold harmless Ingengo from and against any and all claims, demands, complaints, investigations, inquiries, causes of action, suits or proceedings brought by any third party, including any person described in Your Content and any governmental or regulatory authority, as well as any and all resulting losses, liabilities, damages, judgments, fines, penalties (to the extent their indemnification is permitted by law), costs and expenses (including reasonable attorneys’ fees) and amounts paid in settlement, to the extent arising out of: (a) your use of the Service in breach of this Agreement, including activity through your Account for which you are responsible under Section 5; (b) Your Content or Feedback, including your collection, recording, use, disclosure or other processing of information about any other person; (c) your failure to establish a lawful basis, satisfy any condition for sensitive information, provide any notice, obtain any consent, or respond to any request as required by a Data Protection Law or other applicable law; (d) your breach of this Agreement or of any representation or warranty you make in it; (e) your violation of any applicable law or of the rights of any person, or of any obligation you owe to an employer, client or other person; or (f) any Third-Party Service you connect, access you grant, or action taken by any person or tool you allow to use your session. You have no obligation under this Section to the extent a claim or loss is caused by our negligence, fraud, willful misconduct, or breach of this Agreement. We will notify you promptly of any matter for which we seek indemnification. We may assume the exclusive defense and control of any such matter, at your expense, and you agree to assist and cooperate with us in the defense or settlement of any such matter. You may not settle any matter that affects us without our prior written consent, and we will not settle any matter in a way that imposes liability on you without your consent, which you will not unreasonably withhold. Your obligations under this Section are not subject to the limits in Section 18.

21. English Language

These Terms are written in English. If we provide a translation, it is for convenience only, and the English version will govern in the event of a conflict. All disputes, claims and causes of action (and related proceedings) will be communicated in English.

22. International Use; Sanctions

The Service is operated from the United States. We do not represent or warrant that the Service, or any part of it, is appropriate or available for use in any particular jurisdiction. Those who choose to access the Service do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations, including Data Protection Laws and laws regulating the export of data. We may limit the availability of the Service, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion.

You represent and warrant that you are in compliance with all laws, restrictions and regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”) or any other governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries, entities and persons (collectively, “Embargoed Targets”), that you are not an Embargoed Target or otherwise subject to any Economic Sanctions Law, and that you will not use, export or re-export the Service in violation of any Economic Sanctions Law or export control law.

23. Right to Discontinue Services; Termination

You may stop using the Service at any time. You can close your Account or cancel your subscription directly through your Account settings (if we provide this feature), or by emailing support@persimo.ai. Because terminating your access prevents you from using the App to view or export the records stored locally in your browser, you should export or back up Your Content before closing your Account or canceling your subscription if you want to preserve it in a usable format. If you also want to remove Your Content from your browser, you should reset the App in your browser or clear your browser’s site data before closing your Account. Your access to the App will terminate immediately upon your confirmation of Account closure in the App, or once we process your email request to close your Account. Cancellation of any future paid subscription will be governed by the applicable purchase terms under Section 16. We may suspend or discontinue, temporarily or permanently, the Service (or any part of it), and suspend, restrict or terminate your Account or access, with or without cause, including if we believe you have breached this Agreement, if your use creates legal, regulatory or security risk, or if we decide to discontinue the Service. Where reasonably practicable, we will give you at least fourteen (14) days’ notice before we permanently discontinue the Service or terminate your Account for reasons other than your breach, a legal requirement, or a security risk, so that you can export or back up Your Content. Otherwise, we are not required to keep the Service available while you arrange a backup or transition to another service. Ending your access does not delete Your Content stored in your browser, your Google Drive or Google Sheets, downloads or other devices, and does not revoke the permissions you granted in your Google account. We may retain information about you after termination as described in the Privacy Policy. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE SERVICE IN ACCORDANCE WITH THIS SECTION. All provisions of this Agreement that by their nature should survive termination shall survive termination, including ownership provisions, Sections 8 (as to your representations), 9, 11(b), 13, and 17 through 29, and the Data Processing Terms for so long as we hold any Personal Information on your behalf.

24. Copyright Notice Policy

We respect the intellectual property rights of others. As stated in Sections 8 and 14, you may not include in Your Content, or otherwise store, transmit, or process through the Service, any material that infringes another person’s copyright or other intellectual property rights. In appropriate circumstances, and in accordance with Section 23, we may suspend or terminate your Account (or the Account of any other user) for repeat infringement of intellectual property rights. Because Your Content (and any other user’s content) is stored in the user’s own browser and Google account and is not published through the Service or stored in a searchable database on our servers (see Sections 9(g) and 10), we cannot search for, access, or remove content held by you or any other user.

If a copyright owner or their authorized agent (a “Copyright Claimant”) believes that any content or other material we make available through the Service infringes a copyright they own or control, the Copyright Claimant may send a written notice to legal@persimo.ai (with the subject line “Copyright Notice”). Your notice must include: (a) physical or electronic signature of the Copyright Claimant; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and information reasonably sufficient for us to locate it; (d) the Copyright Claimant’s name and contact information (including mailing address, telephone number, and email address); (e) a statement that the Copyright Claimant has a good-faith belief that the disputed use is not authorized by the copyright owner, their agent, or the law; and (f) a statement that the information in the notice is accurate and, under penalty of perjury, that the Copyright Claimant is the copyright owner or is authorized to act on behalf of the copyright owner.

25. No Legal Advice

Nothing contained in these Terms, the Privacy Policy, or the Service constitutes legal advice, including advice on whether your use of information about other people complies with any Data Protection Law (see also Section 4). If you have any questions regarding your legal rights and obligations, you should consult with your attorney.

26. Statute of Limitations

To the fullest extent permitted by applicable law, any claim or cause of action arising out of or related to the Service, this Agreement and/or the Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred. This Section does not shorten any limitations period for a claim under a statute that does not permit the limitations period to be shortened by contract.

27. BINDING ARBITRATION AGREEMENT AND CLASS WAIVER DISCLOSURE

Agreement to Arbitration; Class Waiver. You and we agree, except as provided below regarding small claims court proceedings and intellectual property claims, that any dispute, claim, or controversy arising out of or relating in any way to the Service, including, but not limited to, our Privacy Policy and/or our privacy practices generally, the Data Processing Terms, these Terms, and this Arbitration Agreement, shall be determined by binding arbitration on an individual basis. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. YOU AGREE THAT, BY AGREEING TO THESE TERMS, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION AGREEMENT, AND THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This arbitration provision shall survive termination of these Terms.

Pre-Filing Notice and Negotiation. In the event of a dispute (other than an action seeking injunctive or equitable relief to protect intellectual property under subsection (i)), prior to initiating arbitration, the party asserting the claim must first send to the other a written Notice of Claim (“Notice”). If you are the claimant, the Notice must be sent by email to legal@persimo.ai with the subject “Notice of Claim”. If we are the claimant, the Notice will be sent to the email address associated with your Account. The Notice must (a) include the claimant’s name and contact information; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought. Following receipt of the Notice, each party agrees to negotiate with the other in good faith about the claim. If the claim is not resolved to the satisfaction of the claimant within sixty (60) days after the Notice is provided, the claimant may pursue the claim in arbitration or file a claim in small claims court, as appropriate. Any applicable limitations period will be tolled during this sixty (60) day period.

Additional Arbitration Provisions:

(a) Settlement Offers: During the arbitration, the amount of any settlement offer made by you or us shall not be disclosed to the arbitrator.

(b) Initiating a Claim: The form required to initiate an arbitration can be printed or downloaded from www.adr.org. Alternatively, you may contact the arbitration administrator by calling 1-800-778-7879 or writing to the American Arbitration Association, 120 Broadway, Floor 21, New York, NY 10271.

(c) Fees for Initiating Arbitration: Except in the case of Mass Filings under subsection (g) or where the arbitrator determines that your claim is frivolous or brought for an improper purpose, if you are required to pay a filing fee to initiate arbitration, after we receive notice of the initiation of arbitration, we will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000. The payment of other administrative and arbitrator fees will be governed by the AAA Rules.

(d) Applicable Rules; Administrator: The arbitration will be governed by the Consumer Arbitration Rules (collectively, “AAA Rules”) of the American Arbitration Association (the “AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the address above. The arbitrator is bound by the terms of this Agreement, including its limitations of liability. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this Arbitration Agreement, except that a court shall decide whether an agreement to arbitrate was formed and the enforceability of the class waiver in subsection (f).

(e) Location of Hearing: Unless you and we agree otherwise, any in-person arbitration hearing will take place in the county (or parish) of your residence (or, if the AAA Rules do not require that location, in New York, New York), or, at the election of either party, by video conference. If your claim is for US$10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a written decision sufficient to explain the essential findings and conclusions on which the award is based.

(f) Class Waiver: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. Further, except as provided in subsection (g), unless both you and we agree otherwise, the arbitrator may not consolidate the claims of more than one party and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable as applied to any claim, then the entirety of this arbitration provision shall be null and void as to that claim, which shall proceed in court under Section 28(b).

(g) Mass Filings: If twenty-five (25) or more similar demands for arbitration are filed against us by or with the assistance of the same or coordinated counsel, the parties agree that the AAA’s Mass Arbitration Supplementary Rules and the corresponding AAA Mass Arbitration Fee Schedule shall apply, and that a Process Arbitrator appointed under those rules is authorized to establish batching, bellwether, or other coordinated procedures to administer and resolve the demands efficiently.

(h) Injunctive Relief Limitation: The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide the relief warranted by that party’s individual claim. Notwithstanding the foregoing, any claim for public injunctive relief (relief whose primary purpose and effect is to prohibit unlawful acts that threaten future injury to the general public), to the extent such relief is available under applicable law and cannot be waived, shall be severed and decided by a court under Section 28(b), and that court proceeding shall be stayed until the individual claims are resolved in arbitration.

(i) Small Claims and Intellectual Property Alternatives: Notwithstanding the foregoing, either party may bring an individual action in small claims court of competent jurisdiction in the county (or parish) where you reside or in the State of New York (provided the claim qualifies and remains in small claims court), and either party may seek relief in court to protect its copyrights, trademarks, patents or trade secrets. This Section does not prevent you from bringing an issue to the attention of a governmental or regulatory authority.

Opt-Out Provision. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST ACCEPT THESE TERMS BY EMAILING LEGAL@PERSIMO.AI WITH THE SUBJECT “ARBITRATION OPT-OUT” OR WRITING TO THE ADDRESS IN SECTION 28(a) POSTMARKED WITHIN THIS 30-DAY PERIOD. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOUR NOTICE MUST STATE THAT YOU OPT OUT AND CONTAIN ENOUGH DETAILS ABOUT YOU (INCLUDING THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT) FOR US TO IDENTIFY YOU. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THESE TERMS. OPTING OUT DOES NOT AFFECT ANY OTHER PROVISION OF THIS AGREEMENT, INCLUDING SECTIONS 26 AND 28(b).

28. Miscellaneous

(a) Notices; Our Address. Our mailing address is Ingengo LLC, 418 Broadway, STE R, Albany, NY 12207, United States, and our email address for legal notices is legal@persimo.ai. Except as otherwise stated in these Terms, notices to us must be sent by email to legal@persimo.ai, and notices to you will be sent to the email address associated with your Account or posted in the App. Privacy questions should be sent to privacy@persimo.ai. Support requests should use support@persimo.ai.

(b) Governing Law; Venue; Jury Waiver. This Agreement and any dispute arising out of or relating to it or the Service are governed by the laws of the State of New York, without regard to its conflict of laws rules, except that the Federal Arbitration Act governs Section 27. Subject to Section 27, the exclusive venue for any court proceeding is the state courts located in New York County, New York, or the United States District Court for the Southern District of New York, and you and we consent to personal jurisdiction and venue there. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WE WAIVE TRIAL BY JURY IN ANY SUCH PROCEEDING. Nothing in this subsection deprives you of the protection of any mandatory consumer protection or data protection law of your country of residence that cannot be waived by contract.

(c) Material Terms. You acknowledge and agree that the binding arbitration agreement and the class action waiver, Section 9, the warranty disclaimers, the liability and remedy limitations, the release and the indemnity in these Terms are material terms of this Agreement and that they have been taken into account in our decision to provide the Service free of charge or at the applicable price.

(d) Severability. If any term or provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, that term or provision will be deemed modified to the extent necessary to render it enforceable, and the remaining terms will be construed and enforced accordingly, preserving to the fullest permissible extent the intent of these Terms. Section 27(f) controls the severability of the class waiver.

(e) Assignment; Waiver. You may not transfer, assign, or delegate any of your rights, obligations, or privileges under this Agreement, and any attempt to do so is null and void. We may transfer or assign any and all of our rights and obligations under this Agreement to any other person, in whole or in part, by any means, including by novation, merger, or sale of assets, subject to the Privacy Policy. No waiver of any provision or right will be effective unless set forth in a written instrument signed by the waiving party, and no waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

(f) Complete Agreement. This Agreement, together with such changes as may subsequently be made by us, constitutes the complete agreement between you and us with respect to its subject matter and supersedes all prior agreements and understandings, written or oral. A website statement, roadmap, support communication or other communication does not amend this Agreement. This Agreement may not be amended by you.

(g) Force Majeure. In no event shall we be liable for any failure or delay in performance to the extent arising from factors outside of our reasonable control, including natural disasters, war, civil unrest, governmental action, cyberattacks, and failures or outages of utilities, networks, Google Cloud or other hosting or delivery providers, or Third-Party Services.

(h) No Third-Party Beneficiaries. This Agreement is between you and us. No other person, including any person described in Your Content, has any right to enforce any of its terms, except that the persons included in “Ingengo” under Section 18 may enforce Sections 18 through 20.

(i) Relationship; Interpretation. This Agreement creates no agency, partnership, joint venture, or employment relationship. Headings do not affect interpretation, and “including” means “including without limitation.”

(j) Electronic Communications. All information communicated as part of the Service is considered an electronic communication. When you communicate with us through the Service or by email, you are communicating with us electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication. You further acknowledge and agree that by clicking on a button labeled “SUBMIT,” “CONTINUE,” “REGISTER,” “I AGREE,” or a similar button or link, you are submitting a legally binding electronic signature and are entering into a legally binding contract. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICE.

(k) California Notice. Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Service is provided by Ingengo LLC and is currently provided free of charge; you may contact us at the address in Section 28(a) or by email at legal@persimo.ai; and you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

29. Questions About Our Terms of Service

If you have any questions or concerns regarding these Terms, you may contact us by email at legal@persimo.ai or by mail at the address in Section 28(a).

ANNEX A – DATA PROCESSING TERMS

These Data Processing Terms form part of the Agreement and apply to the extent that a Data Protection Law applies to your processing of Personal Information contained in Your Content and treats you as a controller (or business) and us as a processor (or service provider) of that information (“Customer Personal Data”). They do not apply to information about you that we process as an independent controller under the Privacy Policy. If these Data Processing Terms conflict with the rest of the Agreement regarding Customer Personal Data, these Data Processing Terms control.

1. Subject Matter, Duration, Nature and Purpose.

We process Customer Personal Data solely to provide the features you use: transmitting Your Content between your browser and your Google Drive or Google Sheets for synchronization, backup, restore, import and export; transmitting files you select for scanning to our Service Provider and returning the results to you; and the limited support, security and legal-compliance purposes in Section 8 of the Terms. Processing is transient, occurs on a continuous or ad-hoc basis as initiated by your use of the Service’s features, and lasts only for the duration of each operation, subject to the limited log and provider retention described in the Privacy Policy.

2. Types of Data and Data Subjects.

Customer Personal Data may include names, contact details, professional details, images, relationship history and free-text notes, and, solely to the extent you choose to include it in compliance with Section 9 of the Terms, information about children and limited Sensitive Personal Information (other than Prohibited Information). Data subjects are the individuals you choose to record in Your Content.

3. Your Instructions.

You instruct us to process Customer Personal Data as described in paragraph 1, and your use of the Service’s features constitutes your complete and documented instructions. We will not process Customer Personal Data for any other purpose unless required by applicable law, in which case we will inform you before processing unless the law prohibits it. We will notify you if, in our opinion, an instruction infringes a Data Protection Law. We will not sell or share Customer Personal Data, retain, use or disclose it outside our direct business relationship with you or for any purpose other than the business purposes specified in this Annex, or combine it with personal information we receive from other sources, except as permitted by applicable law. Where the California Consumer Privacy Act applies, we will comply with its applicable obligations and provide the same level of privacy protection it requires; we will notify you if we determine that we can no longer meet those obligations, and you may take reasonable and appropriate steps to stop and remediate any unauthorized use of Customer Personal Data, including by ceasing to use the Service.

4. Confidentiality and Security.

We will ensure that personnel authorized to access Customer Personal Data are bound by confidentiality obligations, and we will implement the technical and organizational measures described in the Privacy Policy, including encryption in transit and restricted access to production systems. You acknowledge that Customer Personal Data is not end-to-end encrypted and that you have assessed these measures as appropriate for the Customer Personal Data you choose to submit.

5. Sub-processors.

You grant us general authorization to engage the Service Providers designated as sub-processors in Section 11 of the Privacy Policy. We will impose data protection obligations on each sub-processor that are substantially equivalent to these Data Processing Terms, to the extent applicable to the services it provides, and we remain responsible for its performance as required by Data Protection Laws. We will update the Privacy Policy and notify you in the App or by email at least fourteen (14) days before adding or replacing a sub-processor (or such shorter period as may be required to address an urgent security, legal, or operational need); if you object on reasonable data protection grounds, your sole remedy is to stop using the affected feature or the Service.

6. Assistance.

Taking into account the nature of the processing, and given that we do not retain Customer Personal Data after each operation, we will provide reasonable assistance to enable you to respond to requests from data subjects and to meet your obligations regarding security, breach notification, data protection impact assessments and prior consultation, principally by providing the in-App controls to edit, export and delete Your Content and the information in the Privacy Policy. We may charge a reasonable fee for assistance beyond those controls where permitted by law.

7. Personal Data Breach.

We will notify you without undue delay after becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data while it is processed on our systems, and provide information reasonably available to us to help you meet your obligations. Notification is not an acknowledgment of fault or liability.

8. Deletion.

We do not retain Customer Personal Data after each operation completes, except as stated in the Privacy Policy. Upon termination of the Agreement, we will delete any Customer Personal Data remaining on our systems or those of our sub-processors, unless applicable law requires its retention. Copies held in your browser, Google account and devices remain under your control.

9. Information and Audits.

We will make available information reasonably necessary to demonstrate compliance with these Data Processing Terms, which you agree will ordinarily consist of the Privacy Policy, these Data Processing Terms, and written responses to reasonable questions. Where that information is not sufficient to demonstrate compliance, or where an audit is required by a Data Protection Law or a supervisory authority, we will allow for and contribute to audits, including inspections, conducted by you or an auditor you mandate, provided the audit is requested on at least thirty (30) days’ written notice, conducted at your expense during business hours without unreasonable disruption, and subject to appropriate confidentiality obligations.

10. International Transfers.

You authorize us and our sub-processors to process Customer Personal Data in the United States and other countries where they operate. Where a Data Protection Law requires a transfer mechanism for a transfer of Customer Personal Data from you to us, the parties will rely on the EU-U.S. Data Privacy Framework (and its UK Extension and Swiss counterpart) if we become certified under it in the future, and until then (or where it does not apply) on Module Two (controller to processor) of the standard contractual clauses approved by European Commission Implementing Decision (EU) 2021/914 (the “SCCs”), which are incorporated by reference, with the optional docking clause (Clause 7) included, option 2 (general authorization) selected under Clause 9 with the notice period set out in paragraph 5 of this Annex, the optional language in Clause 11 omitted, Clauses 17 and 18 governed by and subject to the courts of Ireland, and Annexes I, II and III completed with the information in paragraphs 1, 2 and 4 of this Annex, Section 28(a) of the Terms (as to the data importer), and Section 11 of the Privacy Policy (as to sub-processors), with the competent supervisory authority under Clause 13(a) and Annex I.C determined in accordance with Clause 13(a) of the SCCs. For transfers subject to the UK GDPR, the SCCs apply as amended by the UK International Data Transfer Addendum (with neither party permitted to end the Addendum under Table 4). For transfers subject to the Swiss Federal Act on Data Protection, the SCCs apply with references to the GDPR read as references to that Act and with the Swiss Federal Data Protection and Information Commissioner as the competent supervisory authority, and the term “Member State” interpreted to not exclude data subjects in Switzerland from bringing proceedings in their place of habitual residence. For any onward transfers to our sub-processors, we will maintain data processing agreements that incorporate the SCCs (or another legally recognized transfer mechanism) and impose substantially equivalent data protection obligations to the extent applicable to the services they provide.

11. Liability.

Each party’s liability arising out of or related to these Data Processing Terms is subject to Sections 18 through 20 of the Terms, to the extent permitted by Data Protection Laws.