Data Protection at Mentessa

We, Mentessa GmbH, c/o Wayra Germany, Kaufingerstrasse 15, 80331 Munich, Germany (“Mentessa”/“we”/“us”/”our”) provide a platform for peer-to-peer learning and knowledge exchange as further described below (“Mentessa Platform”). The use of the Mentessa Platform requires that you, irrespective of your role as an (initiating) admin or other user, agree to these terms of use (“Terms of Use”), which form the basis of the agreement concluded between us and you (“Contract”). You shall read these Terms of Use carefully and familiarize with the provisions provided herein.

1. What the use of Mentessa Platform requires

You can use the Mentessa Platform if you are a natural person who has reached the age of 18. If you use the Mentessa Platform on behalf of a company or organization, you confirm to us that you are authorized to act on behalf of that company or organization and you agree to be legally bound by these Terms of Use on their behalf. Certain functionalities of the Mentessa Platform require that you contract with third-party service providers that have been integrated in the Mentessa Platform based on the terms and conditions made available by such third-party service providers. We do not take any responsibility for such terms and conditions or your compliance therewith.

The use of the Mentessa Platform requires that you have fully completed the registration process for the Mentessa Platform and created an account (“Mentessa Account”). In order to register for the Mentessa Platform and create a Mentessa Account, you register with the following details ("Login Details"):

• enter your e-mail address, first name and last name, and define a password; or
• use a profile of a (social) network operated by third parties, such as LinkedIn ("Social Login"); if you wish to register with the Mentessa Platform by means of a Social Login, you will be redirected to the login/registration mask of the (social) network and can log in there with your user name and password stored with this provider; or
• use a profile from a corporate identity management system, via a single sign-on integration.

You must ensure that the Login Details used for registration are protected against access by third parties and are stored in a safe place. If you have a reason to believe that the confidentiality of your password has been compromised or unauthorized access to your Mentessa Account is otherwise possible, you agree to promptly change the Login Details and notify us.

We have the right to request password changes from time to time. We may block access to the Mentessa Platform pursuant to Section 9 until such password change has been made.

2. How we collect and process data?

We use a Large Language Model (LLM) to make your interactions with our software more personalized. This means we collect and use information like what you type, your interaction history, and your preferences. We do this to provide better responses and improve your experience.

Our LLM uses automated processes to provide personalized responses and recommendations. It analyzes what you type and other relevant data to tailor interactions based on your behavior and preferences. You have the right to ask for human intervention, express your views, and challenge decisions made by the LLM. For more details, see Exhibit E: Automated Decision-Making and Profiling.

When you use the AI features of our software, you agree to let us collect and use your personal data as described. We ask for your permission the first time you use these features. You can change your mind and stop allowing us to use your data anytime by going to the settings and turning off the AI features. If you do this, some personalized responses may not work.

3. What the Mentessa Platform offers you

With the Mentessa Platform, we offer you the opportunity to search, connect and communicate with other users in a created community for matching skills, networking and mentoring purposes based on the information provided in the profiles on the Mentessa Platform. An overview of the features and packages of the Mentessa Platform can be found under: https://www.mentessa.com/pricing. The provision of features is determined by (i) the packages which you book as manager of the community (“Admin User”) or by (ii) the enterprise customer agreement that is concluded between us and an enterprise customer (“Enterprise Customer Agreement”) under which you are being granted access to the Mentessa Platform by such enterprise customer.

On the Mentessa Platform you (as an initiating Admin User) can create your own community and add users to your community. As Admin User you can appoint other users as Admin Users.

The Admin User manages the community and its guidelines by booking packages of the Mentessa Platform and inviting users to and removing users from the community. If you are not the Admin User of a community, you acknowledge that the community guidelines are determined by the Admin User and can only be influenced by Mentessa if the community guidelines do not comply with these Terms of Use and/or other guidelines communicated by Mentessa.

To facilitate users connecting with each other, we offer the implementation of periodic rituals on the Mentessa Platform for certain connecting purposes (“Rituals”). We provide Ritual templates for the community which you can select as Admin User for your managed community.

Upon a certain number of users in a community, Mentessa offers you as Admin User the opportunity to get an overview of the skills of all users of the community as well as the activities of the users via the Mentessa Platform (“Dashboard”).

4. What we offer with our Free Version

We may provide a free-of-charge version for the Mentessa Platform for you to try certain features of the Mentessa Platform or to use the Mentessa Platform with a reduced set of features (“Free Version”). The scope of features that can be used within the Free Version is at our discretion and we retain the right to change the scope of features or to stop providing a Free Version. You can terminate the Contract for a Free Version at any time.

5. Which fees apply and how you pay

The prices for the use of the Mentessa Platform and its features and packages are specified under https://www.mentessa.com/pricing. We may provide a non-binding price calculator on our website which indicates the estimated price for the use of the Mentessa Platform. If an Enterprise Customer Agreement has been concluded, the prices are governed by the terms of the Enterprise Customer Agreement.

If no Enterprise Customer Agreement has been concluded, you as Admin User can book the features and packages in your own name and for your own account directly on the Mentessa Platform. If you use Mentessa Platform on behalf of a company or organization and have been assigned the respective rights to do so, you can book features and packages in the company’s name and for the company’s account.

The fees are payable monthly or annually by credit card, SEPA Direct Debit, or a similar payment instrument, as indicated on the invoice; we provide further information on the Mentessa Platform as part of the payment process. All prices are net prices.

6. How we provide the Mentessa Platform to you and how we further develop it

Subject to any other agreements in the Enterprise Customer Agreement, we offer you the possibility to use the Mentessa Platform if and to the extent that the Mentessa Platform is available and functional; however, we do not guarantee the continuous availability and functionality of the Mentessa Platform.

We offer the possibility to use the Mentessa Platform only with the functionalities and the quality that the Mentessa Platform currently provides at the time, but we do not promise any functionality or quality, except that the Mentessa Platform generally provides for the scope described in Section 2. Information about the functionality and quality of the Mentessa Platform on the website or in advertising material is not part of the Contract concluded between us and you, unless explicitly referred to in these Terms of Use.

We are entitled to change the Mentessa Platform, at any time and without prior notice, including to modify functionalities (“Changes”), provided that the Mentessa Platform continues to generally provide the scope described in Section 2 and that such Changes are not unreasonable for you. However, we are not obligated to make any Changes.

7. What our intellectual property rights are

You are only allowed to use the Mentessa Platform, its features, functionalities and documentation to the extent specified in these Terms of Use. Unless otherwise explicitly provided in the Terms of Use, all rights to the Mentessa Platform, its features, functionalities and documentation in the relationship between you and us are owned by us, our affiliates or licensors.

If you create and provide us with feedback suggestions, or ideas in the context of the integration and/or use of the Mentessa Platform (“Feedback”), you assign to us all right, title, and interest (including all copyright, patent, and other intellectual property rights) in such Feedback for all current and future methods and forms of exploitation in any way. If such rights in Feedback cannot be effectively assigned under applicable law, you grant us the exclusive, worldwide, unrestricted, perpetual, irrevocable, royalty-free rights to use and exploit such Feedback for all current and future methods and forms of exploitation in any way; such rights include in particular, but are not limited to, the right to reproduce, distribute, publicly perform, publicly display, make, use, have made, sell, offer to sell, import, modify and make derivative works based on, and otherwise exploit that Feedback.

We are not required to make use of any Feedback. It is in our sole discretion whether and how we use any Feedback provided by you. If we make use of your Feedback, we are not required to credit or compensate you any way or form.

8. What your duties of care and cooperation are

You are responsible to ensure that the electronic equipment you use to access the Mentessa Platform has all the relevant technical specifications that are required for using the Mentessa Platform.

You agree to use the Mentessa Platform solely in compliance with all applicable laws. You are prohibited from using the Mentessa Platform to support activities that may cause us to violate applicable law.

You are responsible for the text and image content provided by you on the Mentessa Platform ("Content"), such as e.g. images, videos and texts provided in the context of the use of certain Mentessa Platform features. In particular, you must ensure that the Content provided does not violate personal rights, advertising, copyrights, publishing rights or any other rights of any other person; and no license or other fees are incurred through its use. You further undertake not to provide any Content that is offensive, discriminatory, glorifies violence, defamatory or misleading, promotes or supports an illegal act or otherwise violates applicable law. You grant us the worldwide, unlimited in time, non-exclusive, royalty-free, sublicensable and transferable right to use and exploit this Content as part of or in the context of the provision of the Mentessa Platform (including hosting, making available to the public, duplication, distribution, display and reproduction).

You also agree not to use the Mentessa Platform in a way that

• searches, retrieves, copies or monitors the Mentessa Platform and/or its elements using a program, algorithm, or comparable method for collecting or extracting data (such as using automated tools like bots, spiders, or scrapers),
• is designed to modify, reproduce, or otherwise make available to the public, or publicly broadcast, or create a separate service comparable to, or to replicate (any part of) the Mentessa Platform,
• damages, disrupts, or otherwise impairs the operation of the Mentessa Platform as well as the systems, infrastructure and/or applications used to operate it, which includes sending, transmitting or implementing files that contain viruses, worms, Trojan horses, or other harmful or destructive features,
• is designed to investigate, scan or test vulnerabilities of the Mentessa Platform or to circumvent or compromise security and/or authentication measures that protect the Mentessa Platform and/or its elements; or
• copies, translates, disassembles, decompiles, reverse engineers or otherwise modifies the software of the Mentessa Platform in whole or in part, or creates derivative works thereof.

We only offer support services for the Mentessa Platform if these have been explicitly agreed upon in writing. Otherwise, the Mentessa Platform is offered by us without support services.

9. How the Contract may be terminated

The Contract between us and you for your use of the Mentessa Platform runs for an indefinite period of time.

You can terminate the Contract at any time without observing a notice period and without giving a reason. This can also be done by deleting your Mentessa Account. Any fees paid prior to your termination will not be refunded by us, unless required under statutory law.

Unless otherwise expressly agreed in the Terms of Use, we can only terminate the Contract for convenience by observing a reasonable notice period.

We can extraordinarily terminate the Contract without notice if:

• We reasonably consider that you have used the Mentessa Platform in a fraudulent manner, in breach of these Terms of Use or for illegal purposes;
• We reasonably consider that you have deliberately cheated or taken unfair advantage of us or any of our other users or if your Mentessa Account is being used for the benefit of a third party;
• We are required to do so to comply with applicable law, an order of a court or other regulatory authority.

Our right to suspend your access to the Mentessa Platform pursuant to Section 9 remains unaffected.

10. When we suspend your access to the Mentessa Account

We may, at our sole discretion, suspend access to your Mentessa Account if we reasonably determine or have reasonable grounds to suspect that your use of the Mentessa Platform:

• violates these Terms of Use and/or applicable law,
• infringes the rights of third parties,
• poses a security risk to the functionality of the Mentessa Platform,
• could subject us and/or other users to liability; or
• could be fraudulent.

We also reserve the right to suspend access to your Mentessa Account if you have refused to change your password after being requested by us to do so or if you have refused to agree to a reasonable Amendment of these Terms of Use pursuant to Section 13 first sentence by the scheduled date of the Amendment coming into effect.

We will remove a suspension as soon as the reason for the suspension no longer exists. For this purpose, you are welcome to contact us at support@mentessa.com in order to obtain clarification.

Further claims against you for your non-compliant use of the Mentessa Platform remain unaffected.

11. How we are liable

We are liable – regardless of the legal basis – without limitation

• in the event of intent or gross negligence,
• in the event of intentional or negligent injury to life, body, or health,
• in the absence of a guaranteed quality or in the case of fraudulently concealed defects, and
• on the basis of mandatory liability such as under the German Product Liability Act (or other local laws).

In the event of damages to property and financial losses caused by slight negligence, our liability shall be limited to cases that constitute a breach of an essential contractual obligation and shall be limited in amount to the foreseeable damage typical of the Contract, unless unlimited liability exists in accordance with the first sentence of this Section 10. Essential contractual obligations are obligations which the Contract imposes on us in accordance with its content in order to achieve the purpose of the Contract, the fulfilment of which is essential for the proper execution of the Contract and upon fulfilment of which you may regularly rely.

In all other cases, our liability is excluded.

The above limitations of liability also apply regarding our liability for our vicarious agents, employees, and legal representatives.

Legal warranty claims are not affected by these limitations of liability.

We recommend that you make back-ups of any Content and data used in connection with the Mentessa Platform, to protect your Content.

12. When you need to indemnify us

You indemnify us at your own expense from all claims of third parties as well as any losses, damages, costs, expenses or other liabilities associated therewith, which result from your use of the Mentessa Platform in a way that culpably infringes the rights of third parties and/or violates these Terms of Use or applicable law.

If any claims are made against us which are subject to indemnification pursuant to this Section 11, we will promptly notify you of the claims, and assign to you full authority and control over the defense of such claims (to the extent permitted by applicable law) and we will, to the extent reasonably practicable, assist you in your defense.

13. How we protect personal data

Both we and you undertake to comply with all applicable data protection laws.

The processing of personal data by us in relation to the use of the Mentessa Platform is governed by our privacy policy available at: https://www.mentessa.com/privacy.

14. If you use the Mentessa Platform as a consumer

If you are a consumer within the meaning of § 13 German Civil Code, we will inform you about your right of cancellation within the scope of the respective booking process.

15. What else

Changes to the Mentessa Platform pursuant to Section 5, as well as changes to statutory requirements may make it necessary for us to amend these Terms of Use (“Amendment”). We will inform you of a planned Amendment to these Terms of Use and the content of such Amendment with at least four (4) weeks’ notice to the scheduled date of entry into force; the amended Terms of Use will only come into effect if you have agreed to the Amendment.

You are not entitled to transfer the Contract to third parties without our prior written consent.

Subject to any mandatory provisions of applicable law of your place of residence, the Contract is subject to the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods, CISG. The place of jurisdiction for pecuniary disputes arising out of or in connection with the Contract is Munich, Germany, if you, as the party to be sued, are a merchant, legal person under public law, or special asset (Sondervermögen) under public law or you have moved the domicile or usual place of residence to a place outside the Federal Republic of Germany or if your domicile or usual place of residence is not known to us at the time the action is filed.

Should any individual provision of this Contract be or become invalid or unenforceable, this shall not affect the validity of the other provisions of the Contract which shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision which accords most closely with the presumed intention and the intended purpose of the Contract and the parties agree to provide any necessary declarations in this respect.