BANUBA EXTENSIONS

TERMS OF USE

Effective as of the 1^st day of September, 2021.

This Agreement forms the legally binding terms and conditions between Banuba Limited, incorporated and registered in Hong Kong with company number 2360577 whose registered office is at Office A, 16/F Heng Shan Centre 145 Queen’s Road East, Wan Chai, Hong Kong (hereinafter - “Banuba”, “we,” “our” or “us”) and the individual, organization and/or or entity (hereinafter, the “Customer”), governing the use of Banuba Extensions at Agora Extensions Marketplace. Capitalized terms used in this introduction and not defined have the meanings given to them elsewhere in this Agreement.

1. TERMS AND INTERPRETATION

• Acceptance Date: the date to be determined in accordance with Section III on which the Customer is deemed to have accepted Banuba Extensions under this Agreement.
• Agreement: means this Agreement, including all schedules, Data Processing Addendum attached to this Agreement and incorporated herein by reference as if fully set forth at length.
• Affiliate:  includes any subsidiary or holding company of Banuba and each and any subsidiary of a holding company of Banuba or any business entity from time to time controlling, controlled by, or under common control with Banuba.
• Business day: means a day other than a Saturday, Sunday or public holiday in Belarus when banks are open for business.
• Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) received or developed by You within conclusion or performance of this Agreement and relating to the business, clients, customers, products, affairs and finances of Banuba and trade secrets including, without limitation, technical data and know-how relating to Banuba Extensions and the business of Banuba or of any group company of Banuba or any of its or their suppliers, clients, customers, agents, distributors, shareholders or management, whether or not such information (if in anything other than oral form) is marked confidential. Confidential Information shall not include information which came into the public domain other than in consequence of a breach of any confidentiality undertakings by the receiving party.
• Data Processing Addendum: the Data Processing Addendum which has been attached to this Agreement.
• End User: is the individual who uses the Product after it has been developed and publicly distributed.
• Intellectual Property Rights:  patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
• Licence Period: duration of the Licence granted under clause 2.1 of this Agreement. The Licence Period shall be deemed ongoing until the Licence token expires.
• Licence token: access code to the Banuba Extensions granted under this Agreement and valid until the execution of a main Software Licence Agreement between Banuba and You or otherwise agreed by the Parties to make such a code invalid. 
• Licence Scope: includes Licence Period, Banuba Extensions as described in the Definitions section below and Schedules, number of Products to be developed using Banuba Extensions and scope of mobile platforms hosting the Product.
• Product: one or more mobile applications developed by the Customer with the use of Banuba Extensions in part or in whole for iOS and Android platforms released and distributed publicly on behalf of the Customer or engaged Subcontractor(s) if applicable. 
• Security Event: any unauthorized 3rd party access (including End Users of the Customer) to:

• Banuba Extensions: Software Development Kit (Face AR SDK) developed by Banuba, including all respective features provided herewith and provided to the Customer via Agora Marketplace Extensions.
• Subcontractor: a person who is engaged or employed by the Customer to provide to the Customer any services related to the Product development.
• Third-Party Software: libraries, modules and other software, incorporated by the Contractor into the Banuba Extensions, which belong to third parties and are provided by them under public open source licences or other licences.
• Working hours: period from 10 a.m. through 7 p.m. (GMT + 3), with one (1) hour lunch break during such time on Business days.
  
  Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
  Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; (b) a reference to one gender shall include a reference to the other genders; and (c) any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality) and that person’s personal representatives, successors and permitted assigns.

2. LICENSE TERMS AND USE OF BANUBA EXTENSIONS

For the avoidance of doubt, “Licence”  is provided under this Agreement for an indefinite duration until the execution of a main Software Licence Agreement between Banuba and You or otherwise agreed by the Parties to terminate this Licence.

For the purposes of this clause, "use" of Banuba Extensions shall be restricted to use of Banuba Extensions in object code form for the normal business purposes of the Customer.

All rights not expressly granted are reserved. Rights granted under this Section 2 are transferred to the Customer from the moment of the Acceptance date.

2.2 After the end of the Licence (i.e. execution of a main Software Licence Agreement) or after the early termination of the Licence (whichever date is earlier), the granted Licence shall cease and the Product shall be used as follows:

1. a) the Customer and Its Subcontractor(s) shall stop using Banuba Extensions in the Product development;
2. b) the Customer and Its Subcontractor(s) have no right to develop new versions of Products (or new Products) using Banuba Extensions.
3. c) the Customer shall release the version of the Product excluding Banuba Extensions within three (3) Business Days following the Licence termination.
4. d) the Customer shall delete all copies of Banuba Extensions. 

2.3 In relation to scope of use:

(a) unless otherwise stipulated in this Agreement, the Customer must not sub-license, assign, distribute, sell or novate the benefit or burden of this Licence in whole or in part; Customer shall not and shall prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of Banuba Extensions;

(b) the Customer must not allow Banuba Extensions to become the subject of any charge, lien or encumbrance; 

(c) unless expressly arranged otherwise the Customer must not deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Contractor.

2.4 Unless otherwise expressly stated in this Agreement or amendments hereof, Banuba Extensions may contain Third-Party Software. The list of Third Parties Software is available at https://docs.banuba.com/face-ar-sdk/overview/3rd_licenses. In case the link is obsolete or no longer available, the list of Third-Party Software can be found at https://www.banuba.com/docs. 

3. DELIVERY AND ACCEPTANCE

The Customer shall get access to Banuba Extensions through the Agora Extensions Marketplace.  The Customer shall be deemed to have accepted Banuba Extensions if You use Banuba Extensions. The date when Banuba Extensions is started to be used shall be the Acceptance Date.

4. LICENCE FEE 

4.1 Banuba Extensions is provided to You under this Agreement on a royalty-free basis within the Licence Period. 

4.2 After the expiration of the Licence Period the Parties have agreed to execute and conclude a main Software Licence Agreement (hereinafter – “the SLA”) on the terms agreed by the Parties in a good faith. After the execution of the SLA, the licence fee and other terms and conditions shall be agreed based on Banuba’s commercial terms generally provided to other customers in the similar situation. 

5. CONFIDENTIALITY AND PUBLICITY

5.1 The Customer shall, during the term of this licence and two (2) thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of Banuba disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) Confidential Information (including trade secrets and information of commercial value) which may become known to the Customer from Banuba and which relates to Banuba or any of its Affiliates, unless that information is in public knowledge or already known to the Customer at the time of disclosure or is required to be disclosed by law or regulation (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

The Customer undertakes not to use the Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement (Purpose).

5.2 In relation to Banuba’s Confidential Information:

1. the Customer shall treat as confidential all Confidential Information of Banuba contained or embodied in Banuba Extensions and deliverables, or otherwise supplied to the Customer during the performance of this Agreement;
2. the Customer shall not, without the prior written consent of Banuba, disclose any part of Banuba's Confidential Information to any person.

5.3 Customer shall notify Banuba if any of its employees connected with the provision or receipt of the services become aware of any Security events and shall afford reasonable assistance to Banuba in connection with any enforcement proceedings which that other party may elect to bring against any person.

5.4 The Customer acknowledges that in the event of a threatened or actual breach of Section, Banuba may not have a fully adequate remedy in monetary damages. Accordingly, Banuba shall be entitled, without waiving any other rights or remedies, to an injunction against such breach in addition to any other legal or equitable remedies available to it.

6. LIABILITY, LIMITS OF LIABILITY AND WARRANTIES

6.1 (a) Banuba and/or its Affiliates shall not in any circumstances have any liability for any losses or damages which may be suffered by You under this Agreement (or any person claiming under or through You), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: (i) special damage even if Banuba was aware of the circumstances in which such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; (vi) loss or corruption of data;

(b) You agree that, in entering into this Agreement either they did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if they did rely on any representations, whether written or oral, not expressly set out in this Agreement) that they shall have no remedy in respect of such representations and (in either case) Banuba shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement;

(c) the Customer shall indemnify and hold harmless against any loss or damage the Contractor may suffer and bear the full and sole responsibility for (i) breach of any Customer’s obligation connected with performance of this Agreement and/or use of Banuba Extensions; (ii) any patent, trademark, trade secret, copyright, right of publicity, right of privacy or other right of any other person or entity made by the Customer or Its End Users using Banuba Extensions; (iii) the creation, distribution and/or publishing of any illegal content including pornography&explicit nudity, violence, self-harm, animal cruelty, bullying, stalking, harassment or threats, hate speech and etc. created, distributed and/or published by the Customer or Its End Users using Banuba Extensions; (iv) any cases of seizure of people with photosensitive epilepsy in case the Customer fails to execute clause 6.3 of this Agreement.

(d) Banuba shall indemnify and hold harmless against any loss or damage the Customer may suffer and bear the full and sole responsibility for (i) breach of any Banuba’s obligation connected with performance of this Agreement and/or use of Banuba Extensions; (ii) any patent, trademark, trade secret, copyright, right of publicity, right of privacy or other right of any other person or entity made by Banuba developing Banuba Extensions.

6.2 Clause 6.1 shall apply to the fullest extent permissible at law, but Banuba does not exclude liability for: (a) fraud or fraudulent misrepresentation; (b) any other liability which may not be excluded by the applicable law.

6.3 The Customer shall (i) label flashing light effects/filters provided under this Agreement in the Product pop-up or in the Product asset store or effects/filters menu, OR (ii) provide the End-User with the option to skip all effects/filters that might lead to photosensitive epilepsy, OR (iii) provide the End-User with any other options to avoid use of flashing light effects/filters that might cause the photosensitive epilepsy.

6.4 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of a Product. The Contractor is not responsible or liable for the failure to develop and release the Product. The Customer must use Banuba Extensions according to its purpose. The Customer must not use Banuba Extensions in any way that can impair the business reputation of Banuba and the good image of Banuba Extensions.

6.5 WRRANTIES

6.5.1 BANUBA EXTENSIONS IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. BANUBA FURTHER REPRESENTS AND WARRANTS THAT BANUNA KNOWS OF NO FACT OR CIRCUMSTANCE INDICATING THAT BANUNBA’S SERVICES OR ANY BANUBA EXTENSIONS LICENSED PER THIS AGREEMENT WILL INFRINGE UPON ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY EXISTING UNDER THE LAWS OF ANY STATE THEREOF. 

Banuba denies any implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to this Agreement. Without limitation, Banuba specifically denies any warranties that Banuba Extensions will:

1. operate in conjunction with any particular hardware items or software products; or
2. operate uninterrupted or error-free;
3. keep performance characteristics as specified.

6.5.2 Any unauthorized modifications or use of Banuba Extensions by, or on behalf of, the Customer shall render all Banuba’s warranties and obligations under this Agreement null and void. 

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The Customer acknowledges that all Intellectual Property Rights in Banuba Extensions (except for Third-Party Software) and any Maintenance Releases belong and shall belong to Banuba, and the Customer shall have no rights in or to Banuba Extensions other than the right to use it in accordance with the terms of this Agreement.

7.2 The Customer shall use reasonable endeavors to prevent any infringement of Banuba’s Intellectual Property Rights in Banuba Extensions and shall promptly report to Banuba any such infringement that comes to its attention. In particular, the Customer shall:

1. oblige the users of the Product(s) to not copy, modify, adapt, reverse engineer, decode, disassemble or decompile Banuba Extensions;
2. oblige the users of the Product(s) to not disclose, sell, transfer, loan, lease, assign, or otherwise sublicense Banuba Extensions to any third party;

7.3 The Customer shall own all Intellectual Property Rights in and to the Product developed using Banuba Extensions.

8. MODIFICATION AND TERMINATION

8.1 This Agreement and obligations contained herein commences upon the Acceptance Date, and shall continue for a Licence Period or until earlier terminated by any party under the terms of this Section 8.

8.2 If the Customer violates any clause of this Agreement, Banuba shall be entitled to unilaterally terminate this Agreement (i.e. refuse to perform this Agreement) at its sole and absolute discretion by sending the Customer a relevant notification by e-mail. In this case this Agreement will be considered terminated two (2) calendar days after the said notification has been sent to the Customer, except otherwise provided for in this notification.

8.3 The Contractor shall have the right to terminate this Agreement with no Customer’s breach for convenience by two weeks' advance written notice to the Customer. 

8.4 The Customer may not at any time assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Agreement.

8.5 Banuba may terminate this Agreement if the Customer ceases business operations or is in any bankruptcy, state law insolvency, or receivership proceeding, or other equivalent proceeding that is not dismissed in sixty (60) calendar days or assigns its assets for the benefit of creditors. Banuba may also terminate this Agreement as of the date it is aware of the fact that You or Your Affiliates are in sanctions lists of the USA (OFAC SDN, NON SDN), the EU and/or the UK (HM Treasury).

8.6 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

8.7 On termination of this Agreement for any reason:

(a) all rights granted to the Customer under this Agreement shall cease;

(b) the Customer shall cease all activities authorised by the licence. 

9. INDEPENDENT CONTRACTING AND NO EMPLOYMENT STATUS

The parties agree that Banuba is an independent contractor and none of its workers are Customer’s employees. Neither party is an agent, representative, or partner of the other. Neither party shall have any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement does not create an association, agency, joint venture, or partnership between the parties or impose any liability attributable to such a relationship upon either party.  

10. WAIVER AND REMEDIES

10.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by the applicable law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.2 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by the applicable law.

11. ENTIRE AGREEMENT

This Agreement, the schedules and the documents annexed as appendices to this Agreement or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

12. FORCE MAJEURE

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 months, the party not affected may terminate this Agreement by giving 15 calendar days’ written notice to the affected party.

13. NOTICES

13.1 Any notice given to Banuba under or in connection with this Agreement shall be made to legal@banuba.com.

13.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.

14. GOVERNING LAW AND JURISDICTION

14.1 The relations of the Parties under this Agreement shall be governed by the law of England and Wales.

14.2 Each party to this Agreement shall use its good faith efforts to resolve any dispute arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof promptly and amicably and without resort to any legal process. Within sixty (60) days of the dispute notice sent to another party (hereinafter - the Prejudicial claim), Parties shall promptly discuss in writing such a dispute in good faith. If the Parties are not successful in resolving the dispute through amicable written discussions by the end of such 60-day period, then the dispute shall be resolved through a competent court pursuant to clause 14.4 of this Agreement.

14.3 The Parties have agreed that either Party's written response to the Prejudicial claim shall be a 30-day period commencing from the date when the respective Prejudicial claim was received by the other Party.

14.4 Each party to this Agreement irrevocably agrees that any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The arbitral tribunal shall be composed of one arbitrator. This Agreement shall be governed by the substantive law of England and Wales.

15. CUSTOMER’S DATA PROCESSING

To the extent that Banuba processes any Customer’s data, including End Users’ personal data, Parties shall execute the Data Processing Addendum.

Data Processing Addendum

Banuba Limited (hereinafter – “the Recipient”) is hereby engaged to provide Banuba Extensions to the Customer, which determines the Recipient’s access to certain data about the Customer’s activity in relation to Banuba Extensions installed in the Product and End Users.

Terms defined in the Agreement shall have the same meaning when used in this Addendum, unless defined below. In addition, the definitions below apply in this Agreement. 

The categories of data to be processed by the Recipient are agreed herein (hereinafter together – “Data”):

The following Personal Data of End Users may be processed: IDFA, IDFV, device name (manufacturer, board), operation system name.

i. Category of personal data: Tracking data. 
ii. Lawfulness of the processing: 

• For the purposes of the legitimate interests pursued by the Recipient:

IDFA, IDFV, Android ID: Anti-fraud reasons. The Recipient uses Device ID to detect potential fraud situations.

• For the execution of this Agreement:

Device name (manufacturer, board), operation system name: i) statistical analysis of Banuba Extensions usage for the purpose of improvement, crashes analysis, bug fixing, automation of billing; ii) delivering the services to the Customer, including but not limited to maintenance and monitoring of the proper operation of Banuba Extensions, fixing any problems in its operation, administering of Banuba Extensions, including troubleshooting, dealing with end users’ enquiries, complaints and requests addressed to the Customer in connection with Banuba Extensions operation); iii) existence of automated decision making or profiling, i.e. the anti-fraud systems detect possible patterns that can suggest that there could be fraudulent conduct. 

iii. Consequence of not providing the data by the Customer. If the Customer decides not to provide access to this data, antifraud systems will not be able to function correctly and the risk of being a victim of fraud will increase, as well as Recipient will not be able to provide support of Banuba Extensions in cases of malfunction and invoice the Customer in a timely manner -  (hereinafter - the Purpose).

The Recipient shall not process any other Users’ data, except for those mentioned in this section.

The Recipient shall process Data for no longer than is required for the Purpose and shall immediately destroy them once they are no longer needed for the Purpose. Expected date of pursuing the Purpose - during Agreement execution. 

The Recipient warrants and undertakes that:

1. It will have in place appropriate technical and organisational measures to protect the Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected, such as i) the pseudonymization of the Data via using the hash function to generate unique hash code; ii) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
2. It neither will authorize any third parties to process the Data nor will it transfer the Data to any third parties without obtaining a prior written consent of the End Users. If the End User consents Data subprocessing or transfer the Recipient shall have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the Data.

Where the Recipient engages a processor for carrying out specific processing activities, it (i) bears full responsibility for the actions of such processor with regard to such Data and (ii) warrants and represents that the same data protection obligations as set out in this Data Processing Addendum shall be imposed on that processor by way of a contract. In particular, the Recipient is obliged to ensure that its processors: 

• are informed on the confidential character of the Data provided to them;
• at the time of disclosure are bound via contract to keep the Data confidential substantially in accordance with the terms of this Addendum applicable to the Recipient;
• give access to the Data to a limited number of employees who need to know the Data for the purpose they were received for;
• do not disclose the Data to any other third person; 
• use the Data purely for purposes for which it was provided; 
• comply with confidential undertakings established by this Addendum for the Recipient, as they were the Recipient;
• return or destroy the Data once it is no longer needed for the Purpose.

This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.

1. It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses.
2. It will process the personal data solely for the Purpose.
3. It will respond to enquiries from the End Users and the authorities concerning processing of the personal data by the Recipient. Responses will be made within a reasonable time (not later than 30 days upon the request). That period may be extended by two further months (60 days) where necessary, taking into account the complexity and number of the requests. The Customer is obliged to notify the Recipient of those requests upon its availability.
4. It will process the Data in accordance with the relevant provisions of the General Data Protection Regulation ((EU) 2016/679) (“the GDPR”). 
5. It will notify the Customer immediately if it becomes aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Data and provide such further information as the Discloser may reasonably require.

5.1 Obligations of the Customer.

1. The Customer shall maintain a publicly accessible privacy notice on the Product. Such notice shall (i) provide a clear and comprehensive description of the collection, use and disclosure of Personal Data, including Recipient's access to or storage of information on the End User’s Data for the Purpose; (ii) make available the Recipient’s Privacy Policy https://www.banuba.com/privacy-policy; and (iii) comply with any other necessary transparency requirements that apply under Applicable Data Protection Law in order for it to make available Personal Data to Recipient to process for the Purpose, if any.
2. In addition Customer must provide clear and comprehensive information to End Users in a sufficiently prominent notice regarding Recipient’s access to and collection, including: (i) that the Product uses Banuba Extensions to collect information about Users’ use of Banuba Extensions; (ii) that such information is used to execute the Agreement with the Customer (i.e. provide the licence/services in a timely manner and in accordance with the respective Agreement) and in accordance with Recipient's legitimate interest; and (iii) how and where Users can opt out of the collection and use of such information for the purposes hereinabove. The Customer shall ensure that such notice is made available, at a minimum, via an easily accessible link within the Product settings and/or privacy policy and within any store or website where the Product is distributed (e.g. Google Play or The App Store).
3. If Customer receives any correspondence, request or complaint ("Correspondence") in relation to any processing undertaken in connection with this Agreement (from an End User or otherwise), Customer will promptly notify Recipient and provide all information, cooperation and assistance as Recipient reasonably requires in relation to any such Correspondence (including, without limitation, providing a point of contact and relevant contact details which Recipient may pass to the third party correspondent) in accordance with any timescales that may apply under Applicable Data Protection Law.
4. Where the Customer is not a Publisher/Subcontractor it shall procure that the Publishers/Subcontractors it represents comply with the obligations of this clause 5.1.
5. Customer will indemnify and hold harmless the Recipient Indemnitees from and against Losses arising from any failure by Customer to comply with its obligations under this clause 5.1

Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to the Users under its extent of guilt for damages caused by any breach of third party rights under these clauses. Without prejudice to the aforementioned, the User shall have the right to lodge a complaint with a supervisory authority of his/her State if the processing of Data relating to him/her infringes the GDPR.

1. In the event of a dispute or claim brought by an End User or the authority concerning the processing of the Data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
2. The parties agree to respond to any generally available non-binding mediation procedure initiated by a User or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
3. Each party shall abide by a decision of a competent court or of the authority which is final and against which no further appeal is possible.

8. Termination.

• In the event that:

1. compliance by the Recipient with these clauses would put it in breach of its legal or regulatory obligations in the country of import;
2. the Recipient is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;
3. a final decision against which no further appeal is possible of a competent court or of the authority rules that there has been a breach of the clauses by the Recipient or the Customer; or
4. a petition is presented for the administration or winding up of either party, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs then either party, without prejudice to any other rights which it may have against another party, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. 

• Either party may terminate these clauses for convenience by giving two-month prior notification. 

The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

This Data Processing Addendum is an integral part of the Agreement. Provisions of this Addendum prevail over other provisions of the Agreement in case of their contradiction.

10.1 The Customer is obliged to restrict use age of the Product to Users over at least 16 years old or other minimal age specified by Applicable Data Protection Law. Where a User is below the age of 16 years or other minimal age specified by Applicable Data Protection Law, such use is permitted only if and to the extent that consent is given or authorised by the holder of parental responsibility over the person. 

10.2 The Customer will endeavour to make reasonable efforts to verify in such cases that consent is given or authorised by the holder of parental responsibility over the child, taking into consideration available technology. 

10.3  The Customer shall indemnify and hold Recipient harmless against any loss or damage which Recipient or it’s officials may suffer or incur as a result of the Customer’s breach of any of its obligation connected with performance of these Data Processing Addendum.