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Orbio World Terms *
MANDATORY GUIDELINES FOR ALL AFFILIATES RUNNING ORBIO WORLD OFFERS


1.	NO Brand-Bidding

Brand-bidding campaigns are not allowed, including the use of Our brand keywords in Performance Max (PMax) campaigns. Please ensure all brand keywords are excluded.

Why this is important: Protecting Our brand integrity and avoiding competition with Our own marketing efforts are essential. Unauthorized brand-bidding can lead to increased costs and diminished returns for everyone involved.

Short tutorial on how to add negative keywords to campaigns:
•	Account Settings: Sign in to Google Ads, go to Account Settings, and click "Negative Keywords".
•	Add Keywords: Click the "+" button, enter the negative keywords, and save.

2.	NO Purchasing Domains with Brand Names

Purchasing domains containing Orbio World brand names or variations, including exact and partial matches, is not allowed. Networks and agencies must ensure their Affiliates are aware.
Why this is important: Protecting Our brand’s digital presence and avoiding confusion among customers are critical. Unauthorized domain purchases can lead to legal issues and brand dilution.

Additionally, the following practices are NOT ALLOWED for Affiliates running ORGANIC TRAFFIC:

•	NO redirecting from domains that include the Company’s brand name or variations to the Affiliate’s website.
•	NO using the Company’s brand design elements, such as logos, in the header, footer, or favicon of the Affiliate’s website.
•	NO stating or implying that the Affiliate’s website is the official Website of the Company.
•	NO using the Company’s brand name in the footer section of the Affiliate’s website.

Please note that if any of the above guidelines are breached, Affiliates could face suspension, and payouts will not be issued. Following these guidelines will help maintain the integrity of Our brand and ensure mutual success. If any questions arise, feel free to reach out to Your account manager. We appreciate Your understanding and cooperation.



 
ORBIO WORLD TERMS OF USE

As of 30th August 2024

The following terms and conditions ("Terms of Use"), together with the Offers to which these Service Terms are attached or incorporated, constitute the agreement (“Agreement”) between UAB “Orbio World”, a private limited company incorporated in the Republic of Lithuania, company registration code 305049890, VAT number LT100012239118, registered office address K. Donelaičio str. 60, LT-44248 Kaunas, Lithuania (“Orbio”), and the you, the customer (“Affiliate”). 

1.	Parties

1.1.	In these Terms of Use, the words "Orbio," and "Us" refer to UAB “Orbio World”. The words "Customer" and "You" refer to the user to the Everflow Platform Services, whether an individual, corporation, or other entity. Any individual entering into a relationship with Us or using the Platform Services in the name of a company or other organization represents and warrants that he or she is authorized and intends by those actions to bind the company or other organization to these Terms of Use.
1.2.	You, as the affiliate (“Affiliate”), confirm to have knowledge and expertise in the field of affiliated marketing services.
1.3.	Orbio wishes to engage Affiliate for provision of performance marketing services on a pay-per-action basis. 
1.4.	To this end, Affiliate and Orbio have agreed to put in place these Terms of Use, which creates a contractual framework for the provision of services to be provided by Affiliate to Orbio.

2.	Definitions

2.1.	“Affiliate” refers to any individual or entity that registers or signs up through the Everflow platform and agrees to provide Services under the terms and conditions set forth in this Terms of Use;
2.2.	“Business Day” means a day other than a Saturday, Sunday or public holiday in Lithuania when banks are open for business;
2.3.	“Consumer” means Website’s visitors that shall initiate a purchase on the Website;
2.4.	“CPA” means a specific action that a Consumer must perform on the Website in order for Affiliate to receive conversion Fees in accordance to these Terms of Use;
2.5.	“Data Protection Legislation“ any applicable law relating to the processing, privacy, and use of Personal Data, as applicable to the parties and/or this Framework Terms of Use, including, without limitation: (i) EU Council Directive 2002/58/EC (“ePrivacy Directive”); and/or (ii) the Regulation of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, any law or regulation replacing the ePrivacy Directive; (iii) any corresponding or equivalent national laws or regulations; or (iv) approved codes of conduct or approved certification mechanisms issued by any relevant regulatory authority;
2.6.	“Fees” means a remuneration paid by the Orbio to Affiliate as described specified in Clause 5.1. of these Terms of Use;
2.7.	“Intellectual Property” means any creation which is captured in any digital or material form, including all and any file, patent, right, copyright, trade mark or any other type of proprietary right regardless of such right being registered or not;
2.8.	“Orbio Materials” all materials, regardless of its form, provided by the Orbio to Affiliate;
2.9.	“Personal Data” any information relating to any natural person which would allow the person to be identified by reference to an identifier such as a name, an identification number, location data or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
2.10.	“Platform Services” means the web-based advertising network, affiliate tracking, targeting, reporting and analytics services included in the services to be supplied by Everflow, or separate terms that reference the Terms of Use, or at www.everflow.io, that are facilitated by the Everflow Platform. For clarification, Platform Services include Managed Proxy IP Service, Everflow EverXChange, Everflow Materials, and Administered Domain Services.
2.11.	“Services” means performance marketing services where Affiliate will generate traffic of Consumers to the Orbio’s Website and will get paid for such services depending on the CPA conversion rate;
2.12.	“Terms of Use” means this Terms of Use together with all counterparts and annexes, including the Data Processing Addendum and Mandatory Guidelines for All Affiliates Running Orbio World Offers;
2.13.	“Third Party” means any natural or legal person who is not a party to this Terms of Use;
2.14.	“Traffic Data” means the Orbio’s Website records of visits, registrations or other means of activity carried out by the Consumers;
2.15.	“Website” means the Orbio’s internet websites or internet pages where a Consumer could buy various goods or services;
2.16.	In these Terms of Use: 
a)	any term used in a singular form has the same significance as in plural form and vice versa; 
b)	a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; 
c)	any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; 
d)	a reference to writing or written includes email.

3.	Subject matter

3.1.	These Terms of Use set forth the terms and conditions under which Affiliate may participate in the affiliate marketing program ("Program") provided by the Orbio. By participating in the Program, the Affiliate agrees to comply with the terms of this Terms of Use.
3.2.	The Parties agree that Affiliate will provide Services and Orbio shall pay Fees pursuant to the terms and conditions of these Terms of Use.

4.	Service provision

4.1.	Affiliate shall generate traffic of Consumers to Orbio’s Website by using various online marketing techniques. Affiliate shall not use any marketing techniques which would not be compliant with any applicable laws.
4.2.	Orbio hereby grants Affiliate the right to use copyrighted materials (videos, photo, texts, etc.) and trademarks in order to be used for the provision of Services in accordance to these Terms of Use. Affiliate shall strictly adhere copyright, trademark, or other Intellectual Property rights of Orbio specified in this Terms of Use and any applicable law and shall refrain from any possible violation of such rights.
4.3.	Orbio will provide product descriptions and/or other information necessary for the provision of Services in the offer (“Offer”).
4.4.	The Affiliate shall fund media buying campaigns by using its own funds and on its own risk. Orbio shall never be responsible for covering any Affiliate’s expenses unless the Parties would agree differently on individual case.
4.5.	The Parties enter these Terms of Use as independent contractors, and nothing in these Terms of Use shall be considered as basis for partnership, agency or joint venture.

5.	Fees

5.1.	Orbio shall pay Fees to Affiliate for each CPA conversion initiated by the Consumer. The CPA actions that would convert to Affiliate’s Fees shall be specified in the Offer indicated in the Platform Services.
5.2.	Where applicable, the Affiliate shall issue invoices for the Services provided in accordance with these Terms of Use at intervals mutually agreed upon by the Parties. In other cases, the invoice will be generated by Orbio and sent to the Affiliate for the Services provided using the Platform Services. All invoices shall be paid by Orbio within 5 Business Days of receiving or sending the invoice. In all cases, the invoicing terms will be discussed between the Parties before entering into these Terms of Use or before the provision of Services.
5.3.	The payable Fees shall be determined by the Traffic Data collected by the Platform Services and should reflect the revenue indicated in the Offer. In case of discrepancies between the Traffic Data collected by the Parties, or if Orbio has reasonable doubt about the legitimacy of conversions, Orbio's Traffic Data shall prevail as the primary source of information for determining the Fees payable to the Affiliate. If Orbio is unable to provide Traffic Data within 30 Business Days from the date the dispute related to the discrepancies arose, the Platform Services' Traffic Data shall prevail.

5.4.	If the Affiliate is found to be in breach of any terms of these Terms of Use, including but not limited to the the Data Processing Addendum and/or Mandatory Guidelines for All Affiliates Running Orbio World, Orbio reserves the right to suspend the payment of commissions. The suspension will remain in effect until the breach is remedied to the satisfaction of Orbio. If the breach is not remedied within 30 days, Orbio may terminate these Terms of Use and any unpaid commissions shall be forfeited.

5.5.	If Orbio suspects that the Affiliate has engaged in fraudulent activity, including but not limited to, generating fake leads, misrepresenting Orbio’s services, or using prohibited methods to drive traffic, Orbio may suspend all Fees to the Affiliate pending a thorough investigation. If, upon investigation, Orbio determines that fraudulent activity has occurred, the Affiliate shall forfeit any and all commissions earned during the period of fraudulent activity, regardless of whether such commissions have been paid or remain unpaid. Orbio reserves the right to pursue legal action for any damages resulting from the fraudulent activity as well as immediately terminate these Terms of Use without notice and seek restitution for any losses incurred as a result of the Affiliate’s actions.

6.	Undertakings and representations of the Parties

6.1.	While supplying Services in accordance to this Terms of Use Affiliate undertake to:
a)	Perform the Services with highest care, skill, diligence and in accordance to industry practices and reasonable indications of Orbio;
b)	Either by itself or by authorizing or encouraging other to do so, refrain from direct or indirect use of malicious practices; post or promote the goods or services of Orbio in association with any material or content which is, or which may be reasonably considered to be illegal, unlawful or infringing under any applicable laws, pornographic, obscene, promotional of illicit drugs and drug paraphernalia, violent, libelous, defamatory, indecent, seditious, offensive, invasive to privacy, abusive, threatening, harmful, vulgar, possibly capable of inciting racial hatred, discriminatory (racially, ethnically or otherwise), lacking in necessary authorizations, approvals, consents or licenses;
c)	Take reasonable care of all Orbio Materials in its possession and make them available for collection by Orbio at its request;
d)	Refrain from any unlawful use of any Intellectual Property which would be illegal, unlawful or infringing applicable laws or Third Party rights;
e)	Keep all information related to these Terms of Use confidential and comply with other responsibilities imposed by these Terms of Use.
6.2.	Orbio in accordance to these Terms of Use undertake to:
a)	cooperate with Affiliate in all matters related to the Services;
b)	Provide to Affiliate only such Orbio Materials (including copyright materials and Intellectual Property) which would be compliant with applicable laws and not infringing any Third Party rights;
c)	provide, in a timely manner, all information reasonably required by Affiliate;
d)	Comply with other responsibilities as set out in these Terms of Use.
6.3.	Each Party represents and warrants that:
a)	It has full legal capacity which is not restricted in any way and has the right to conclude these Terms of Use and perform all obligations under these Terms of Use;
b)	It has a full right, power and authority to sign these Terms of Use and perform all arrangements under these Terms of Use. The obligations under these Terms of Use shall be valid, binding and enforceable;
c)	There are no existing or known agreements, arrangements or issues that could impede the substantial performance of obligations undertaken under these Terms of Use and during the term of these Terms of Use the Parties shall refrain from any agreements or arrangements that may reasonably be expected to have impeding effect on the performance of these Terms of Use;
d)	It has or shall obtain and maintain all rights, licenses, permissions and approvals necessary for execution of obligations in accordance to these Terms of Use; 
e)	There is no petition to start bankruptcy proceeding against the Party, there are no insolvency or liquidation proceedings started against the Party, the Party has not received any notification on any intention to start any of the said proceedings.
6.4.	The Parties acknowledge that each of them enters these Terms of Use on the basis that representations and warranties of the other Party are true and correct on the date of these Terms of Use.
6.5.	If any of the Affiliate’s warranties or confirmations set out in these Terms of Use would turn to be or became false, Affiliate shall be liable for any costs, charges or losses sustained or incurred by Orbio.

7.	Intellectual property

7.1.	All and any Intellectual Property that will be created in accordance to these Terms of Use by either Party shall belong to Orbio from the moment of creation of such Intellectual Property;
7.2.	Affiliate shall be authorized to use Orbio’s Intellectual Property for creation of various marketing materials for provision of Services in accordance to these Terms of Use.
7.3.	If for the provision of Services Affiliate will use any Third Party Intellectual Property that is protected by any licenses or copyright, Affiliate shall be fully and solely responsible for due payment of all license fees or royalties for any such Intellectual Property.
7.4.	Affiliate shall not acquire any proprietary rights any Orbio Materials or any other Intellectual Property received from Orbio. Orbio Materials provided to Affiliate shall be deemed to have been transferred under a non-exclusive license under the following conditions:
a)	The license is valid only for the duration providing Services;
b)	The license is non-exclusive and does not limit Orbio’s rights to use the license in any way or purpose;
c)	The Affiliate may use the Intellectual Property only for the purpose of execution of these Terms of Use; 
d)	Any Intellectual Property that would be derived from pre-existing Intellectual Property in any relevance to these Terms of Use shall belong to Orbio from the moment of its creation;
e)	The Affiliate shall not acquire any proprietary rights to any Intellectual Property objects that would be related to these Terms of Use or any Orbio Materials in any way.

8.	Confidentiality and non-disclosure

8.1.	These Terms of Use, any of its contents as well as any information disclosed by one Party to the other, shall be considered as confidential and the Parties shall refrain from using or disclosing to any Third Parties any information related to these Terms of Use without prior written approval of the other Party, except when other provisions of these Terms of Use expressly allow the disclosure of information.
8.2.	The Parties acknowledge that all information that Orbio would disclose to Affiliate in relation to these Terms of Use has actual commercial value that create Orbio’s competitive advantage in comparison to other business or products. The Affiliate confirms that he understands that each and any unlawful disclosure of any confidential information belonging to Orbio shall inevitably cause damages to Orbio.
8.3.	The Affiliate shall take all reasonable measures, including without limitation, use of secure passwords and data encryption, in order to secure all confidential information received in accordance to these Terms of Use.
8.4.	Only the following information may be treated and considered as non-confidential:
a)	Information that Orbio openly publish on its Website(-s);
b)	Information that the Parties would be required to disclose by law, imposition of a court of competent jurisdiction or any governmental or regulatory authority;
c)	Information that the Parties would disclose to their lawyers, accountants, consultants and employees, provided that they would have a non-disclosure agreement with securities of not less than provided by these Terms of Use.
d)	The Affiliate shall never use any of Orbio's information (including confidential information) for service provision to any Third Party outside the scope of these Terms of Use. For the duration of these Terms of Use, and for as long as Orbio’s confidential information remains relevant and should be kept secret, including even after the termination of these Terms of Use, the Affiliate shall not disclose any information received from Orbio and shall refrain from providing marketing and media buying services to entities that sell the same or similar products as those the Affiliate promotes in accordance with these Terms of Use.

9.	Liabilities and indemnification

9.1.	The Affiliate will defend and indemnify Orbio (and all its affiliates, respective officers, directors, shareholders, attorneys, representatives, contractors and employees) from and against any and all claims, damages, liabilities, charges, recoveries judgments, penalties, and costs or expenses (including attorney fees) that may be obtained against, imposed upon or suffered by Orbio and/or its affiliates as a result related to any breach by Affiliate of its representations, warranties or covenants contained herein.
9.2.	The Affiliate will be solely and fully responsible for any breach of any Law or any Third party right if such breach would be related to Affiliate’s activities carried in accordance to these Terms of Use. Orbio shall never be held jointly and/or severely liable for any of the Affiliates advertising campaigns and their compliance with any advertising, publishing or consumer rights Laws applicable in jurisdictions that the Affiliate or Orbio would be targeting.
9.3.	Pursuant to Clause 9.1. and 9.2. of these Terms of Use, Orbio shall provide Affiliate with prompt written notice of any claim and give complete control of its defense and settlement. The Affiliate shall cooperate in all reasonable respects with Orbio, its insurance company and its legal counsel in its defense of such claim, at the Affiliate’s expense. This indemnity shall not cover any claims in which there is a failure to give the Affiliate a notice, but only to the extent such lack of notice prejudices the defense of the claim. The Affiliate may not settle on any potential suit hereunder without Orbio’s prior approval (not to be unreasonably withheld, conditioned, or delayed).

10.	Effective term and termination

10.1.	These Terms of Use shall commence on the date the Affiliate accepts them through the click-wrapping method and shall remain effective until the completion of the provision of Services.
10.2.	Without affecting any other right or remedy available, Orbio may terminate these Terms of Use immediately if the Affiliate commits a material or other substantial breach of these Terms of Use, or if there are other grounds for termination as specified within these Terms of Use. In such cases, Terms of Use will be deemed terminated on the day following the notification sent by Orbio.
10.3.	Either Party may terminate these Terms of Use by providing a written notice to the other Party at least 30 days prior.
10.4.	Termination of the Terms of Use shall have no effect on the Parties’ rights and obligations hereunder with respect to those provisions, which by their very nature, are intended to survive any termination or expiration hereof, including, without limitation, representations and warranties, indemnifications and confidentiality.

11.	Data protection and data processing

11.1.	The Affiliate shall not collect or process any Personal Data of any Consumers or Website visitors in ways that would be obtained without fully complying with Data Protection Legislation. The Affiliate shall be fully responsible for acquiring all Consumer consents and approvals necessary to collect and process any Personal Data.
11.2.	The Affiliate will never collect Personal Data for Orbio without receiving lawful consent of the data subject to transfer its Personal Data to Orbio or to use for the purpose of marketing Orbio’s goods or services.
11.3.	The Affiliate undertake to:
a)	not process or use any Personal Data in a way that would be in conflict with the provisions of these Terms of Use or any applicable laws;
b)	implement and maintain appropriate technical and organizational measures in relation to the processing of Personal Data so as to ensure a proportionate level of security in respect of the possible risk posed to Personal Data;
c)	notify Orbio without undue delay about any unauthorized or unlawful processing, loss, damage, destruction or corruption of Personal Data, and provide details of such Security Breach to Orbio and data subjects, when that is required by Data Protection Legislation;
d)	ensure that its personnel processing Personal Data have signed non-disclosure agreement;
e)	without undue delay securely and irrecoverably delete all Personal Data related to Orbio after the termination of these Terms of Use; and
f)	not transfer or share any Personal Data with any Third Party without Orbio’s prior written approval.

12.	Other provisions

12.1.	Assignment and other dealings. The Affiliate may not, without the prior written consent of Orbio assign, sub-license or assign to Third Parties any rights under these Terms of Use.
12.2.	Entire Terms of Use. These Terms of Use, together with all other documents referred to, constitutes the complete and final agreement of the Parties pertaining to the subject matter of these Terms of Use and supersedes the Parties’ prior agreements, understandings, communications and discussions, oral or written, relating to the subject matter of these Terms of Use. Nothing shall hereby be construed as attempting to exclude liability for pre-contractual fraudulent misstatement or fraudulent misrepresentation or any other liability which may not be excluded under applicable laws.
12.3.	Variation. Orbio reserves the right to amend these Terms of Use at any time. The Affiliate will be notified of any changes, and continued use of the affiliate platform will require acceptance of the new Terms of Use via a click-wrap method. If the Affiliate does not agree to the amended terms, Orbio may terminate this Agreement in accordance with the conditions specified in Section 10.2. 
12.4.	Waiver. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under these Terms of Use or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
12.5.	Severance. If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Use.
12.6.	Notices. Any notices required by these Terms of Use shall be given by either Party to the other by email and shall be considered to be received 24 hours after sending or the first Business Day after sending if the email is sent on non-Business Day.
12.7.	Governing law and Jurisdiction. These Terms of Use, and any disputes arising from or relating to the interpretation thereof (including non-contractual disputes) shall be governed by and construed in accordance with UNDIROIT Principles of International Commercial Contracts (2016).
12.8.	Dispute resolution. Any dispute, disagreement, or claim arising out of or in connection with these Terms of Use, its breach, termination, or validity, shall be finally resolved by the Vilnius Commercial Arbitration Court in accordance with its Arbitration Rules. The dispute resolution proceedings shall be conducted in the English language and might be carried out online. The legal seat shall be deemed Vilnius, Lithuania.
12.9.	Counterparts. These Terms of Use are written in the English language and are accepted using the click-wrap method, meaning they gain legal force upon the Affiliate’s agreement to it (i.e. marking the checkbox on the Platform Services). Each electronic copy of the Terms of Use, agreed upon by the Affiliate using the aforementioned signing methods, shall hold equal legal force.
 
DATA PROCESSING ADDENDUM

The following Data Processing Addendum (“Addendum”) to the Terms of Use is concluded between UAB “Orbio world” (“Orbio”), and You, the user, (“Affiliate”) and shall apply where the provision of affiliate marketing services (“Services”) involves the processing of Personal Data which is a subject to Data Protection Legislation. In the event of conflict between this Addendum and the Terms of Use, this Addendum shall control with respect to its subject matter.

1.	Definitions
1.1.	“Data Controller” means the entity which alone or jointly with others determines the purposes and the means of the Processing of Personal Data;
1.2.	“Data Subject” means a natural persons whose Personal Data are processed when providing the Services;
1.3.	“Data Protection Legislation” means any applicable law relating to the processing, privacy, and use of Personal Data, as applicable to the parties and/or this Framework Terms of Use, including, without limitation: (i) EU Council Directive 2002/58/EC (“ePrivacy Directive”), any law or regulation replacing the ePrivacy Directive; and/or (ii) the Regulation of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/ EC (GDPR); (iii) any corresponding or equivalent national laws or regulations; or (iv) approved codes of conduct or approved certification mechanisms issued by any relevant regulatory authority;
1.4.	“Data Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Data Controller;
1.5.	“Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to and identifier such as name, e-mail address, location data, etc.;
1.6.	“Personal Data Breach” or ”Breach” means a breach of security leading to the deliberate or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed;
1.7.	“Processing” means any operation or set of operation which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
1.8.	“Services” means performance of marketing services where Affiliate will generate traffic of Consumers to the Orbio’s Website; 
1.9.	“Sub-Processor” means any natural or legal person engaged by the Data Processor under the contractual basis to process some or all of the Personal Data transferred to the Data Processor by the Data Controller;
1.10.	“Supervisory Authority” means the authorized authority, which is responsible for the protection of personal data, monitoring the processing of personal data and remedying the infringements, endeavoring to ensure the protection of the Data subject's rights and advising on the exercise of the Data subject's rights in the Republic of Lithuania – i.e. the State Data Protection Inspectorate.

2.	Roles of the Parties

2.1.	In performing their respective obligations under the Terms of Use, each party may receive Personal Data which may be subject to Data Protection Legislation. The Parties acknowledge and agree that each Party is a separate and independent Data Controller with respect to the Processing of Personal Data related to the performance of Services. Each Party shall individually determine the purposes and means of such Processing, including the methods and strategies for data collection, usage, retention, and disposal, ensuring compliance with applicable Data Protection Legislation.

3.	Obligations of the Parties

3.1.	Each Party shall, in relation to the Processing of Personal Data for its own purposes in the context of the Services:
a)	Process Personal Data in accordance with applicable Data Protection Legislation, ensuring that all Processing activities are lawful, fair and transparent;
b)	ensure to have a valid legal basis for all Processing activities, including obtaining consent from Data Subjects where necessary, and maintaining records of such consent in accordance with Data Protection Legislation requirements;
c)	implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including protection against unauthorized or unlawful Processing and against accidental loss, destruction, or damage;
d)	provide clear and transparent information to Data Subjects regarding the Processing of their Personal Data;
e)	fulfill the obligations to properly ensure the exercise of Data Subjects’ rights in accordance with Data Protection Legislation requirements. Data Subjects’ rights include the right to request information, to correct or erase Personal Data, to suspend the Processing of Personal Data, to request Data portability;
f)	notify the relevant supervisory authority and affected Data Subjects, as applicable, without undue delay upon becoming aware of Personal Data Breach; 
g)	to the extent required in connection with the Terms of Use and Addendum, reasonably cooperate with the other Party to allow the other Party to comply with their data protection compliance obligations as an independent and separate Data Controller under Data Protection Legislation.

4.	Data transfers

4.1.	Each Party shall comply with the requirements of Data Protection Legislation in relation to the international transfer or export of Personal Data processed in the context of the Services.
4.2.	The Parties may transfer the Personal Data processed in connection with the Services, which is subject to European Data Protection legislation, outside of Europe provided that:
a)	the Personal Data is transferred to a country or territory deemed to provide an adequate level of protection under GDPR; or
b)	adequate safeguards are implemented in accordance with GDPR (such as Approved Binding Corporate Rules or Standard Contractual Clauses).
4.3.	Prior to any transfer, each Party must assess the adequacy of data protection in the recipient country, ensuring that it provides a level of protection essentially equivalent to that guaranteed within the European Economic Area. Where necessary, additional measures shall be implemented to supplement transfer tools and ensure compliance with GDPR standards, following the recommendations of the European Data Protection Board.
4.4.	Each Party shall independently inform the Data Subjects of the potential international transfers of their Personal Data and the safeguards in place, as part of the transparency obligations under GDPR.
4.5.	If, for any reason, the transfers of Personal Data cease to be lawful or require any additional actions to ensure their legality, the Parties shall use all reasonable endeavors to promptly implement an alternative lawful transfer mechanism under Data Protection Legislation or take actions necessary to ensure the lawfulness of the transfers. Each Party shall promptly update the other Party and the relevant documentation to reflect such changes.

5.	Data disclosures

5.1.	Each Party shall only disclose Personal Data in the context of the Services in compliance with Data Protection Legislation, including as regard the engagement of Data Processors and/or Sub-Processors of Personal Data in the context of the Services, and/or as reasonably necessary by applicable law.

6.	Data protection and confidentiality of information

6.1.	Both Parties hereby undertakes to ensure that the Personal Data under this Addendum are processed in a manner that ensures appropriate security of the Personal data, including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures.
6.2.	The Parties hereby undertakes to ensure the confidentiality of the Personal Data and not to disclose the Personal Data processed pursuant to this Addendum to any third party except as provided in this Addendum or the Data Protection Legislation, and will not use the Personal Data for any personal or third party purposes other than for the purpose of Data Processing.
6.3.	The Parties may grant access to the Personal Data only to authorized individuals (employees, etc.) for whom such access is necessary while fulfilling the Terms of Use and/or Addendum and who have committed to process Personal Data in accordance with the rules established in this Addendum and to maintain confidentiality both during and after the termination of the Terms of Use and/or Addendum.
6.4.	The Parties shall ensure that all individuals acting under their authority who has access to Personal Data is subject to a duly enforceable contractual or statutory confidentiality obligation, and if applicable process Personal Data in accordance with the Data Controller’s instructions.
6.5.	The obligations of confidentiality of Personal Data shall continue to apply after the termination of this Addendum.

7.	Personal Data Breaches

7.1.	In the event of a Personal Data Breach, each Data Controller shall without undue delay but in any case, no longer than within 72 hours of becoming aware of the breach, notify the relevant Supervisory Authority in accordance with Article 33 of the GDPR, unless the breach is unlikely to result in a risk to the rights and freedoms of natural persons.
7.2.	Where the Personal Data Breach is likely to result in a high risk to the rights and freedoms of natural persons, the Party responsible for the Breach shall, without undue delay, notify the affected Data Subjects in accordance with Article 34 of the GDPR. This notification shall describe, in clear and plain language, the nature of the Personal Data Breach, including:
a)	the name and contact details of the data protection officer or other contact person who can provide more information about the Breach;
b)	the likely consequences of the Personal Data Breach;
c)	the measures taken or proposed to be taken by the Party to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects.
7.3.	Each Party shall, without undue delay but in any case, no longer than within 24 hours of becoming aware of the Breach, notify the other Party of any Personal Data Breach that affects or is likely to affect Personal Data processed in the context of the Services. This notification shall include sufficient details to enable the other Party to conduct its own investigation and take appropriate measures.
7.4.	The Party responsible for the Breach shall promptly investigate the Personal Data Breach and take necessary steps to mitigate its effects and prevent recurrence. The other Party shall reasonably cooperate with the responsible Party in the investigation and mitigation efforts, providing any information or assistance required.
7.5.	Each Party shall document all Personal Data Breaches, comprising the facts relating to the breach, its effects, and the remedial action taken. This documentation must be sufficient to enable the relevant supervisory authority to verify compliance with Article 33 of the GDPR.
7.6.	Both Parties shall cooperate in good faith to address and resolve the Personal Data Breach, including:
a)	coordinating with each other in the investigation and response efforts;
b)	establishing consistent communication strategies to inform affected Data Subjects and relevant Supervisory Authorities, in order to avoid confusion and ensure clarity;
c)	exchanging any relevant information that may assist in the investigation or mitigation processes;
d)	conducting a joint post-incident review to identify and implement enhancements to Data protection measures and Breach response protocols.

8.	Security Audit

8.1.	Upon prior written request, each Party agrees to cooperate and within reasonable time provide the requesting Party with:
a)	a summary of any audit reports or other information demonstrating its compliance with Data Protection Legislation obligations as relating to the Services, after redacting any confidential and commercially sensitive information;
b)	confirmation that an audit has not revealed any material vulnerability in the context of the Services, or to the extent that any such vulnerability was detected and/or remedied.

9.	Liability

9.1.	Each Party shall be individually responsible for complying with applicable Data Protection Legislation and shall be liable for any damages caused by their own processing of Personal Data if they fail to comply with their obligations under this Addendum or applicable Data Protection Legislation.
9.2.	Each Party is responsible for ensuring that they have a valid legal basis, including obtaining necessary consents, for the Processing of Personal Data. If a Party fails to obtain the necessary legal basis or consent, it shall be fully responsible for any resulting damages, claims, or fines.
9.3.	Each Party is responsible for any violations that arise due to the actions, inactions, or negligence of their subcontractors or any third parties engaged by them for Data Processing activities, to the extent that the Party would be liable if they were providing the Services themselves under the terms of this Addendum.

10.	Validity and termination of the Addendum

10.1.	This Addendum shall enter into force when signed together with the Terms of Use and shall remain in force for as long as the Terms of Use are valid and in force, and also after the termination of the Terms of Use to the extent necessary to properly fulfil the remaining obligations related to personal Data Processing.
10.2.	The Parties agree that this Addendum is terminated upon the termination of the Terms of Use.
10.3.	Each Party has the right to terminate this Addendum if the other Party fails to fulfil its obligations, substantially or repeatedly breaches the Data Protection Legislation within the scope of this Addendum, or fails to comply with the mandatory decision of a competent court or Supervisory Authority regarding its obligations under the Addendum or GDPR.
10.4.	Without prejudice to any provisions of GDPR, in the event of a Breach by one of the Party of its obligations under this Addendum, the other Party may temporarily suspend the Processing of Personal Data until the other Party has complied with this Addendum or the Addendum is terminated.

11.	Final provisions

11.1.	All disputes arising under this Addendum shall be governed by the conditions established in the Terms of Use.
11.2.	The invalidity or illegality of any provision of this Addendum does not invalidate the remaining provisions of this Addendum. If any provision of this Addendum is found to be invalid or in conflict with the law, the Parties agree to replace the invalid provision with a legally effective norm that, as far as possible, achieves the same legal and economic result as the replaced rule.
11.3.	If a Party is prevented from performing any of the obligations assumed under this Addendum due to unforeseeable reasons, it shall immediately apply in writing to the other Party for the amendment, modification, or termination of the present Addendum.
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