These Realpad Software-as-a-Service Terms and Conditions (the “Terms”), which may be amendedfrom time to time, apply to the use of Realpad – a software tool for real estate developers and propertymanagement companies (“Realpad”). By signing the Order Form (including via on-line means andtools), you confirm that you have read these Terms and agree to be bound by and comply with theseTerms. These Terms set out the rights and obligations governing the relationship between us, Realpad,s.r.o., a company incorporated in the Czech Republic, Company ID No: 10756540, having its registeredoffice at: Panska 854/2, Nove Mesto, 110 00, Prague, Czech Republic, registered in the CommercialRegister maintained by the Municipal Court in Prague under file No. C 347893 (the “Provider”), asthe owner and operator of Realpad, and you as our Client (the “Client”).

1. GENERAL PROVISIONS

1.1. The Terms set out the terms and conditions of use of the Product and provision of the Service.

1.2. The Provider is a company developing and operating Realpad – a software tool for real estatedevelopers and property management companies.

1.3. The Client is a professional operating in the real estate industry and wishes to use the Product asa service in accordance with the Order Form and these Terms. The Provider wishes to providethe Client with access to the Product and allow the Client to use the Product and its functions orfeatures pursuant to the Terms and the Order Form.

1.4. By signing the Order Form (including electronically via on-line means and tools), the Client enters into a binding Agreement with the Provider and acknowledges its rights and obligations under the Agreement. These Terms form an integral and inseparable part of the Agreement specifying the rights and obligations governing the relationship between the Provider and theClient. The Client acknowledges and agrees that the Client is responsible for informing all Users about the terms and conditions of the Agreement and ensuring that the Users will comply withthe Agreement, including these Terms.

1.5. No transfer or assignment of any property or ownership, including intellectual property, shalloccur based on the Agreement between the Provider and the Client, unless specifically andexplicitly specified in the Agreement.

1.6. The Provider shall not be bound by any terms and conditions of the Client unless expressly agreedotherwise in writing.

2. DEFINITIONS

2.1. In these Terms, unless explicitly specified otherwise or unless the context requires otherwise, thefollowing words and expressions shall have the following meanings:

2.1.1. “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or isunder common Control with another entity. The Provider and the Client (beingrepresented by the Authorized Representative of the Client or other person authorized toact on behalf of the Client) may also agree that a particular entity shall be considered asthe Client’s Affiliate even the definition in the preceding sentence is not met. The Client’s Affiliates typically include one services company and one or more special purposevehicles established for particular real estate projects.

2.1.2. “Agreement” means the agreement entered into by and between the Provider and theClient upon signing the Order Form. The Agreement consists of the Order Form and itsSchedules and these Terms.

2.1.3. “Authorized Representative of the Client” refers to the person or persons authorizedby the Client for the purpose of communication with the Provider in relation to technicaland contractual matters, including in particular (but not limited to) future modificationsof the scope of the Product. The Client may replace the person appointed as theAuthorized Representative of the Client or appoint another person as the AuthorizedRepresentative of the Client at any time by notifying the Provider in writing (e-mail willsuffice).

2.1.4. “Billing Period” has the meaning specified in clause 7.2 of the Terms.

2.1.5. “Confidential Information” has the meaning specified in clause 16.1 of the Terms.

2.1.6. “Control” means the beneficial ownership of more than 50% of the issued share capitalof a company or the legal power to direct or cause the direction of the generalmanagement of the company, and Controls, Controlled and the expression change ofControl shall be construed accordingly.

2.1.7. “Copyright Laws” means the applicable laws governing copyright and rights related tocopyright.

2.1.8. “Client Data” means any and all data sent, transmitted or otherwise provided orsubmitted by the Client to the Provider or uploaded by the Client or by the Provider basedon the Client’s instruction to Realpad for use in connection with the Service, including inparticular, but not limited to, inventory (such as buildings, units and prices), and customerdata (contact information, deals, payments, contracts, warranty claims);

2.1.9. “Derivative Data” means any and all data that result from the commingling or otheraggregation of the Client Data and/or the Provider Data.

2.1.10. “Derivative Data” means any and all data that result from the commingling or otheraggregation of the Client Data and/or the Provider Data.

2.1.11. “Force Majeure” means any cause preventing any Party from performing any or all itsobligations under the Agreement, that arises from, or is attributable to circumstancesbeyond the respective Party’s reasonable control, including, but not limited to, acts ofGod, wars, warlike events, terrorism, strikes, civil unrest or commotion, riots, vandalism,physical or electronic attacks targeting the respective Party’s premises or communication,Internet or utilities infrastructure and similar, acts of governmental or supranationalauthority, national emergencies, epidemies, or natural disasters, such as fires, floods,earthquakes, volcanic eruptions, major storms, or failures and delays in the banking orpayment collections or payment transfer systems, including any unforeseeable failure oroutage of cloud service provider such as Amazon Web Services, Microsoft Azure,Google Cloud Platform beyond the Provider’s reasonable control.

2.1.12  “Mobile Application” means software application which can be installed and operatedon mobile phones or other handheld devices and which enables the User to access selectfeatures of the Product on their mobile devices.

2.1.13  “Modification” means a custom modification or change of the Product requested by the Client resulting typically in a new technical or aesthetic improvement in the quality of the Product according to the Client’s request.

2.1.14. “Order Form” means the binding order form signed between the Parties.

2.1.15  “Parties” mean collectively the Provider and the Client and “Party” means individually the Provider or the Client.

2.1.16. “Price List” means the price list which forms an integral part of the Order Form.

2.1.17. “Product” refers to the respective Realpad modules (as specified in section “Realpad” of the Order Form) which have different features, and which have been ordered by the Client.

2.1.18. “Professional Services” mean expert professional services that may be provided by the Provider to the Client under the Agreement as part of the Service. The Professional Services include:

a) Initial setup and configuration of the Product based on Client’s processes, initial import of Client’s data (projects, price lists, customers, deals, payments);

b) Initial training of the Client’s team in the scope of two sessions lasting 4 hours each;

c) Technical support provided via e-mail, telephone and customer support tools. Technical support is available every working day between 9 AM and 5 PM CET;

d) Data import of new real estate projects launched by the Client in the future in the scope of units, floorplans;

e) Preparation of contract and documents templates for purpose of automated generation of contracts and documents;

f) Custom Modifications requested by the Client in accordance with Article 13. The Client is entitled to request Modifications of the Product. The Provider shall analyze the Client’s need and provide a binding time and price estimate for such a modification. The Client may or may not confirm an order based on that estimate. The order must be confirmed by the Client in writing and can be invoiced by the Provider only upon written confirmation of the delivery by the Client. (the “Service package”).

2.1.19. “Professional Service Fees” refer to the respective fees the Client shall pay to the Provider in the agreed amounts and under the terms and conditions stipulated in the Agreement in consideration of the Professional Services provided by the Provider to the Client under the Agreement.

2.1.20. “Provider” refers to Realpad, s.r.o., a company incorporated in the Czech Republic, Company ID No: 10756540, having its registered office at: Panska 854/2, Nove Mesto, 110 00, Prague, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague under file No. C 347893.

2.1.21. “Provider Data” means any and all data that is (a) generated by the Provider in the course of providing the Service including, without limitation, service and usage data; and/or (b) otherwise collected by the Provider, whether as a result of the Service or otherwise.

2.1.22. “Client Account” means a primary non-transferable user account created for the Client to access the Product, its functions and features with unique access details consisting of a username and password. The Client may have only one Client Account; however multiple User Accounts may be created under the Client Account.

2.1.23. “User Account” means a non-transferable user account created by or for the Client under the Client Account for the Users to access the Product and its functions with unique access details consisting of a username and password. Different levels of access, administrative and modification rights may be connected with different User Accounts.

2.1.24. “Service” refers to complex service provided by the Provider to the Client on the basis of the Agreement and consisting of:

a) the Product;

b) the Professional Services; and

c) performance of other related responsibilities

all under the terms and conditions stipulated in the Order Form and these Terms.

2.1.25. “Subscription Fees” refer to the respective fees the Client shall pay to the Provider in the agreed amounts and under the terms and conditions stipulated in the Agreement in consideration of the Product provided by the Provider to the Client under the Agreement.

2.1.26. “Term” means the term of the Agreement; unless agreed otherwise in the Order Form, the Agreement is concluded for an indefinite period of time.

2.1.27. “Terms” mean these Realpad Software-as-a-Service Terms and Conditions.

2.1.28. “User” means a person designated by the Client that is authorized to use User Account created under Client Account to access the Product.

2.2.All capitalized terms used in these Terms but not otherwise defined in these Terms shall have the meanings given to them in the Order Form.

2.3. Clause and paragraph headings shall not affect the interpretation of the Terms and the Agreement.

2.4. Unless the context requires otherwise, words in the singular shall include the plural and, in the plural, shall include the singular.

2.5. A reference to a statute or statutory provision is a reference to it amended, extended or re-enacted from time to time.

2.6. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

2.7. A reference to writing or written includes e-mail.

2.8. Any approval or consent required under the Agreement shall not be unreasonably withheld or delayed, unless stated otherwise.

2.9. Any requirement for notice shall be deemed to be a requirement for a written notice and, if no timescale is specified for giving/sending the notice or the performance of any obligation under the Agreement, the deemed requisite timescale shall be as soon as reasonably possible.

3. SUBJECT OF THE AGREEMENT

3.1.The Provider shall provide the Service to the Client, including the Product and the Professional Services, under the terms and condition of the Agreement.

3.2. The Client shall pay to the Provider the agreed Subscription Fees and Professional Services Fees pursuant to the terms and conditions of the Agreement.

4. PROVISION OF THE PRODUCT

4.1. Upon concluding the Agreement, the Provider shall provide access to the Product via Client Account and User Account and allow the Client to use the Product. Creating Client Account and User Account requires completing registration by the Client. The Client is required to designate at least one individual (User) as an admin user (the “Admin User”) who will be authorized to make changes to the Client Account, add or remove Users, including other Admin Users, and to take any other actions on behalf of the Client pursuant to the Agreement.

4.2. During the Term, and subject to the terms and conditions of the Agreement, the Provider shall make the Product available to access and use by the Client on a non-exclusive, non-transferable, non-assignable and revocable basis. The Client shall have a corresponding non-transferable, non-assignable and revocable right to access and use the Product on the Client’s personal computer and other devices (if allowed by the Provider) solely for the Client’s purposes complying with these Terms. The Product shall be made available to the Client solely on an on-demand basis via the Internet.

4.3. If the Client so requests, the Provider shall arrange upon concluding the Agreement on dates agreed between the Parties two training sessions for the Client’s employees and persons cooperating with the Client and instruct them on the use and operation of the Product. Unless agreed otherwise in writing, the duration of one training session shall not exceed 4 hours. The Client may request additional trainings as part of the Professional Services.

4.4. Except to the extent otherwise expressly agreed: (a) the Provider hereby reserves all rights in and to the Service, the Professional Services, the Product, the Provider Data, and the Derivative Data; and (b) the Client hereby reserves all rights in and to the Client Data it provides hereunder.

4.5. The Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the Product in a manner which minimizes errors and interruptions in the Product and shall provide the Product in a professional and workmanlike manner. The Product may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Provider or by third-party providers, or because of other causes beyond the Provider’s reasonable control, but the Provider shall use reasonable efforts to provide advance notice by e-mail of any scheduled service disruption.

4.6. The Client acknowledges that the Product may be updated and modified from time to time (these include general updates and modifications of Realpad intended for all Clients and Users to ensure general improvements of Realpad’s features, eliminate general errors, adjust to technical improvements etc.). Such updates and modifications shall be performed in the Provider’s sole discretion and without any right to claim any additional fees unless explicitly agreed otherwise.

4.7. In case the Product was not provided in the agreed scope or quality, the Client is obliged to notify the Provider and provide the Provider with active cooperation in order to rectify the shortcoming. In addition, the Provider shall inform the Client if the Provider becomes aware that the Product was not provided in the agreed scope or quality; the Client’s obligation to notify the Provider, however, remains unaffected.

4.8. The Provider and the Client may agree on a service level agreement which would provide remedies for failures of the Product in addition to the service parameters defined in these Terms. In case the Provider issues to the Client any credits as a remedy for any failure of the Product, such credits shall apply to outstanding or future invoices only and are forfeit upon termination of the Agreement. The Provider is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of the Agreement.

4.9. The Provider reserves the right in its sole discretion to restrict the Client’s access to and use of the Product in case of the Client’s violation of any laws or the Agreement, including particularly (but not limited to) the Terms. In case of such a violation, the Provider must first inform the Client in writing and if the Client fails to remove and remedy the violation in full within 10 days upon receiving the Provider’s notice, the Provider may restrict the Client’s access to and use of the Product within the meaning of the first sentence. The Client expressly acknowledges and agrees that the Provider may terminate and discontinue the provision of the Product and the Service in accordance with Article 17 hereof.

4.10. The Provider may revise features and functions of the Product from time to time, including without limitation by adding new features and functions, modifying current features and functions and/or replacing or substituting current features and functions provided, however, that the Product must retain its key features and functions in accordance with the purpose of the Product after all such revisions, modifications, replacements and substitutions.

4.11. Provision of standard maintenance and support services is included in the Product and is covered by the Subscription Fees. However, the Client acknowledges and agrees that the Provider has no obligation to provide any upgrades or updates of the Product to the Client unless explicitly agreed with the Provider otherwise. The Client acknowledges and agrees that the Client shall have no remedy for any failure of the Product unless explicitly agreed with the Provider.

4.12. The Client expressly acknowledges that the Product is offered by the Provider as a computer program intended for wide distribution to users (i.e., a so-called “boxed software” or “off-the-shelf software”) and agrees to treat the Product as such with all its legal, accounting and tax implications.

5. USE OF THE PRODUCT BY THE CLIENT’S AFFILIATES

5.1. The Client is entitled to request that the Provider creates Client Accounts and/or User Accounts for, and provides the Product to, its Affiliates without the need to sign a new Order Form between the Provider and the respective Affiliate.

5.2. In case the Client requests that the Provider creates Client Accounts and/or User Accounts for, and provides the Product to, its Affiliates in accordance with Article 5.1, then:

a) the Provider shall provide the Product directly to the Affiliates;

b) the Provider shall be entitled to exercise its rights arising out of the Agreement vis-à-vis the Affiliates;

c) the Client shall ensure that the Affiliates will use the Product in accordance with these Terms and comply with all obligations arising out of the Agreement applicable the Client; and

d) if so agreed among the Client, the Provider and the respective Affiliate, the Provider will have the option to charge directly the respective Affiliate and the respective Affiliate will in such a case directly pay to the Provider the respective Subscription fees for the Product provided to such Affiliate; the Client shall be solely responsible for the payment instructions given to the Provider in this respect and the fulfilment of tax liabilities on the part of the Client and the respective Affiliates.

5.3. In the event that the Provider creates Client Accounts and/or User Accounts for, and provides the Product to, its Affiliates in accordance with Article 5.1, the Client guarantees that the respective Affiliates will duly fulfill the obligations arising out of the Agreement and these Terms (including in particular, but not limited to, obligations to pay the respective fees to the Provider for provision of the Product), and undertakes to indemnify the Provider in full in case the respective Affiliates will breach any of the obligations.

5.4. For the avoidance of doubt, the Parties agreed that the Client’s Affiliates are not entitled to request that the Provider creates Client Accounts and/or User Accounts for, and provides the Product to, their own affiliates.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. The Provider allows the Client to use the Product on a non-exclusive, non-transferable, non-assignable and revocable basis to the extent necessary for using the Product in accordance with the Agreement and particularly its purpose as specified in the Agreement (see clause 4.1 above) for the time period in which the Client is allowed to use the Product pursuant to the Agreement, and also applies to any parts of the Product which are copyrighted works or databases, within the meaning of the Copyright Act.

6.2. The Provider represents and warrants that it is exclusively authorized to allow the Client to use the Product. The Client is not allowed to license, sublicense, lease, commercially exploit, sell, transfer, or assign the Product or any part thereof to a third party unless expressly stipulated otherwise in the Agreement.

6.3. No provision of the Agreement or any other document shall be interpreted as granting, assigning or transferring to the Client any intellectual property or other proprietary rights, including patents, copyrights, trademarks (both registered and not registered), industrial designs, moral rights, trade secret or confidential information, mask work rights, service marks, design rights, registered designs, topography rights, database rights, rights of confidence, know-how, expertise, technology, techniques and all other similar intellectual property or proprietary rights anywhere in the world, whether or not registered or statutory and including, without limitation, all applications and registrations with respect to the foregoing, to or relating to Realpad, the Provider Data or the Derivative Data.

6.4. The Provider may incorporate in the Product tools and features that enable the Provider to remotely supervise the scope of use of the Product to the extent necessary to verify the compliance of the Client with the terms of the Agreement. The Provider may further incorporate in the Product computer code capable of automatically disabling or limiting the operation of the Product or any part thereof, and has the right to activate such disabling code if (i) any fees are not paid by the Client when due; or (ii) the Client repeatedly fails to meet the Provider’s reasonable request to access the Product to verify the compliance of the Client with the terms of the Agreement; or (iii) the Client infringes the terms and conditions of this Agreement; or (iv) the Agreement is terminated. In such a case, the Provider must notify the Client in writing about its intention to take any abovementioned action in accordance with this clause 6.4 at least 15 days before its execution.

6.5. The Client acknowledges and agrees that any modifications or extensions of the Product (or any part thereof) of any kind (including in particular, but not limited to, the Modifications) may be carried out exclusively by the Provider unless the Parties agree otherwise. For the avoidance of doubts, the Parties agree that the Provider shall own all ownership and intellectual property rights to any and all modifications or extensions of the Product (or any part thereof) of any kind (including in particular, but not limited to, the Modifications).

6.6. The Provider may limit the Client’s use of the Product if the Client violated the terms and conditions under the Agreement.

6.7. The Product may include third-party software code or components (such as frameworks, libraries, modules, application interfaces, tools, graphic objects, etc.) protected by such third party’s intellectual property rights.

7. SUBSCRIPTION FEES

7.1. In consideration of the Product provided (access and use of the Product and its functions and features) by the Provider to the Client under the Agreement, the Client shall pay to the Provider Subscription Fees according to the Price List, unless agreed otherwise in the Order Form. The Provider may, on a case-by-case basis, discount the fees at its sole discretion.

7.2. Unless agreed otherwise in the Order Form or pursuant to these Terms, Subscription Fees shall be charged by the Provider and paid by the Client yearly in the month immediately preceding the beginning of each 12-month billing period of using of the Product (the “Billing Period”), i.e., the Subscription Fees must be paid by the Client before commencement of each respective Billing Period.

7.3. Unless agreed otherwise between the Parties in writing, the Client is entitled to increase (upgrade) the scope of the Product at any time during the Billing Period, in which case the Provider shall charge and the Client shall pay additional Subscription Fees, which shall be adjusted proportionally to correspond to the number of calendar months (including incomplete calendar months) remaining until the end of the given Billing Period.

7.4. Unless agreed otherwise between the Parties in writing, the Client is entitled to reduce (downgrade) the scope of the Product that has been pre-paid for a particular Billing Period only with effect from the beginning of the immediately following Billing Period, i.e., the Client is not entitled to request any refunds in case the Client does not use the Product in the entire extent in which it has been pre-paid for a particular Billing Period.

7.5. The provisions of this Article 7 shall apply also the Affiliates provided that the Provider decides to charge directly the respective Affiliate in accordance with Article 5.2.

8. PROFESSIONAL SERVICE FEES

8.1. If the Client requests the provision of the Modifications or any other Professional Services, the Provider shall charge the Client for their provision in accordance with the Professional Service Fees set forth in the Price List or other fees agreed in writing between the Parties. The Provider may, on a case-by-case basis, discount the Professional Service Fees at its sole discretion.

8.2. An order of Professional Services that was dully submitted to the Provider shall be binding on the Client. After confirmation of the ordered Professional Services by the Provider (and specification of any details between the Parties, if necessary), the Provider becomes obliged to provide the Professional Services as agreed with the Client and the Client becomes obliged to pay fees for the Professional Services in accordance with the above.

8.3. Unless agreed otherwise in writing between the Parties, the Professional Service Fees shall be charged by the Provider and paid by the Client on monthly basis with respect to the Professional Services provided in the immediately preceding month.

8.4. Unless agreed otherwise, the Provider will deliver to the Client’s address by e-mail as specified in the Order form a statement of the Professional Services rendered by the Provider to the Client after the lapse of each month in which the Provider rendered any Professional Services. The Provider’s statement of activities will usually contain the following information:

8.4.1. Specification of the individual requests,

8.4.2. Total time demands of the individual requests (hours),

8.4.3. Breakdown of work for the individual requests,

8.4.4. Date of acceptance of the individual requests by the Client,

8.4.5. Calculation of the fees for the individual requests, and

8.4.6. Amount of the fees for the entire month.

8.5. The provisions of this Article 8 shall apply also the Affiliates provided that the Provider decides to charge directly the respective Affiliate in accordance with Article 5.2.

9. PAYMENT CONDITIONS

9.1. The Client shall pay all fees and due amounts to the Provider either based on an invoice issued by the Provider or, if such an option is available, by debit or credit card.

9.2. The Client expressly acknowledges and agrees that all prices, fees and other payments pursuant to this Agreement are NET and do not include VAT, withholding tax or any other taxes or similar duties; the Client agrees to pay any and all such taxes or similar duties in addition to the prices, fees and other payments pursuant to this Agreement.

9.3. In case of payment based on invoices, the following rules shall apply:

9.3.1. All invoices issued by the Provider under the Agreement shall contain all information required by the relevant law for tax documents.

9.3.2. The Parties agreed that the Subscription Fees as well as the Professional Service Fees shall be due 30 days from the date of delivery of the invoice.

9.3.3. The Client shall pay the Subscription Fees, the Professional Service Fees and any other payment via bank transfer to the bank account specified by the Provider in the invoice. Payment is considered as paid when credited to the bank account specified in the invoice.

9.3.4. Any invoice shall by delivered from an e-mail address invoices@realpadsoftware.com or other e-mail address which will replace the said e-mail address in future.

9.3.5. In case the Client is obliged by government authorities in the country where it operates to have a tax residency certificate certifying the Provider’s tax residency, the Provider shall provide the Client with such a certificate within a reasonable time upon receiving the Client’s written request. The certificate will be provided in the language of the Provider’s country of incorporation and the Provider shall not bear any costs associated with translation of the certificate or its delivery to the Client.

9.4. In case of payment by debit or credit card, the following rules shall apply:

9.4.1. The Client may use only such types of debit and/or credit cards that are explicitly permitted by the Provider and registered by the Client in Client Account.

9.4.2. Upon initial registration of debit or credit card in Client Account, the Client may see a pending charge as part of the authorization confirmation process. This is not a charge and is used to confirm bank account authenticity.

9.4.3. The Provider is not responsible for any fees or charges that Client’s bank or card issuer may apply. The Client acknowledges that the Client may be charged local tax, if applicable.

9.4.4. If the payment method is declined, the Provider will attempt to process the charge until the transaction is approved. If the Provider is unable to complete the transaction, the Provider may contact the Client to update its account information.

9.4.5. The Provider may use a third-party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). By registering the debit or credit card in Client Account, the Client authorizes the Provider to charge the Client’s payment provider. Furthermore, the Client consents to provide and authorize the Provider’s third-party service providers to share any information and payment instruction the Client provides to the extent required to complete payment transactions in accordance with the Terms and Agreement, including personal, financial, card payment, and transaction information.

9.4.6. The Parties agreed that all payments pursuant to the Agreement shall be charged to the respective debit or credit card (or any of them in case the Client registered more than one debit or credit card) when such fees and charges become due in accordance with clause 7.3.

9.5. If the Client fails to make any payment in time, it undertakes to pay to the Provider default interest in the amount of 0.05 % of the due amount per each day until the outstanding amount is fully paid.

9.6. In case the Client is in default with payment of any invoice by more than 30 days, the Client shall be considered as having committed a material breach of the Agreement and the Provider is entitled to restrict or suspend the provision of the Product until all the outstanding amounts are duly paid.

9.7. The Client acknowledges that if a physical attendance of the Provider’s experts on the premises of the Client or other places as the Client may require is necessary, the Client shall be obliged to bear the costs connected with such attendance, e.g., travel and accommodation costs. The Provider will communicate to the Client an estimation of such costs in a reasonable advance and reserve a right to postpone the provision of the Product until the cost estimation is approved in writing by the Client.

9.8. The provisions of this Article 9 shall apply also the Affiliates provided that the Provider decides to charge directly the respective Affiliate in accordance with Article 5.2.

10. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES

10.1. The Client undertakes to provide all the assistance and cooperation required by the Provider in order to provide the Service and allow the Client to use the Product, including without limitation the provision of accurate and complete Client Data and other information and documentation relating to the provision of the Service. The Provider shall not be in delay with the provision of the Service to the extent in which the Client failed to provide necessary assistance and cooperation according to the previous sentence; in particular, the Provider shall not be liable for the provision of the Service to the extent in which the Client failed to provide the Provider with timely, accurate and complete Client Data necessary for the provision of the Service, including providing the data in required format allowing the data to be processed by the Provider.

10.2. The Client is aware of the fact and acknowledges that the ability to use the Product and the Service also depends the following conditions, for the fulfilment of which the Provider is not liable:

10.2.1. availability of the Client’s or User’s internet connection (including a back-up internet connection) with sufficient capacity for the provision of the Service;

10.2.2. due functioning of the equipment or device used by the Client or Users when using the Service (software, hardware etc.);

10.2.3. due functioning of the internet connection between the Client or the Users and the data center from where the Service are provided; and

10.2.4. provision of due cooperation by the Client and the Users.

10.3. The Client is further obliged to:

10.3.1. use the Service exclusively in accordance with the purpose designated by the Provider, particularly for the Client’s own purpose and, as the case may be, the purpose of the Client’s Affiliates as specified in the Agreement (see clause 4.1 above);

10.3.2. use the Service in accordance with the Agreement, including the Terms;

10.3.3. comply with all legal regulations related to the Client’s activities and the use of the Service;

10.3.4. use the Service only in a manner that complies with all applicable laws in the jurisdiction in which the Client and Users use the Service, including but not limited to, applicable restrictions concerning copyright and other intellectual property rights. In this connection, but without being limited to, the Client shall not allow or enable the use of the Service by any person or entity that is subject to any sanctions or embargoes imposed by (i) the Czech Republic, (ii) the European Union, (iii) the United States of America, or (iv) the United Nations if the use of the Service by such person or entity would violate the respective sanctions or embargoes;

10.3.5. use the Service only in a manner that shall not violate the Provider’s rights or any third-party rights;

10.3.6. refrain from modifying, altering, processing, or otherwise interfering with the Service, any of its part, or its source code, including decompiling, disassembling, or reverse engineering the Service or any part thereof, including refraining from any conduct that would allow any third party to do so;

10.3.7. refrain from any conduct that would cause removing, modification, obscuring, translation or reproduction of the Service or any part thereof;

10.3.8. not transfer, assign, sell, license, sublicense, lease, rent, distribute, disclose, permit access to, export or re-export or make otherwise available the license provided under the Agreement or the Service to any third party, whether for profit or without charge. This does not affect the right of the Client to allow access to and use of the Product to individual Users under the Client Account and User Accounts in accordance with the Agreement;

10.3.9. implement and maintain industry-standard security processes (including reasonable technical, administrative and physical safeguards) designed to keep all access codes to the Product confidential and to prevent unauthorized use of or unauthorized access to the Product;

10.3.10. refrain from any conduct (including allowing any third party to do so) that would cause building a similar or competitive product of the Product; and

10.3.11. inform the Provider about any unauthorized use of or unauthorized access to the Product and ensure timely invalidation/replacement of the potentially or actually compromised access codes.

10.4. Without an explicit prior written consent of the Provider, the Client shall not, and will not permit any third-party to: (a) use the Derivative Data and/or Provider Data or provide access to the Provider Data and/or the Derivative Data to any third party; (b) remove, modify, or obscure any copyright or proprietary notices contained in the Product, Derivative Data, and/or Provider Data; (c) access or use the Product to circumvent or exceed the Product account limitations or requirements; (d) obtain unauthorized access to the Product (including without limitation permitting access to or use of the Product via another system or tool, the primary effect of which is to enable input of requests or transactions by other than authorized users); (e) use the Product, Derivative Data, and/or Provider Data in a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual property rights; (f) publish, post, upload or otherwise transmit any data via the Product that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (g) transmit spam, chain letters, or other unsolicited communications via the Product; (h) interfere with or compromise the system integrity or security of the Product or any systems running the Product; or (i) take any action that imposes, or may impose, at the Provider’s sole discretion, an unreasonable or disproportionately large load on the Provider’s infrastructure.

10.5. The Client shall notify the Provider without undue delay of any infringement of the Provider’s intellectual property rights or rights in relation to the Product and, upon request, provide the Provider with all available assistance, which may be reasonably requested, in establishing the Provider’s claim regarding infringement of rights to the Product or the Provider’s other intellectual property rights.

10.6. If the Client becomes aware of any legal action against the Client already brought or threatened by a third party related to the Service, such as, but not limited to, third-party intellectual property infringement proceedings or patent claims, the Client shall without undue delay, but in any case, within 15 days after it learns of such legal action, notify the Provider of it. Upon the Provider’s request, the Client shall enable the Provider to participate in a legal defense against such legal action to the maximum extent permissible by applicable law and provide the Provider with all available and reasonably requested cooperation. The Provider shall, in such case, bear the Provider’s costs and fees incurred in the course of negotiations with the claimant or legal proceedings.

10.7. If the Client fails to notify the Provider or invite the Provider to participate in negotiations with the claimant or legal proceedings pursuant to clause 10.7, the Client shall be deemed to have provided an unconditional and irrevocable waiver of any potential claims against the Provider for the Client’s losses, expenses and/or damages arising from legal action against the Client in connection with the Product.

11. USE AND PROTECTION OF DATA

11.1. By submitting the Client Data to the Provider, the Client hereby represents and warrants that it has all rights and licenses necessary to provide the Client Data to the Provider (and the Provider’s employees, other Provider’s coworkers in a similar relationship and contractors in order for them to participate in providing the Product) for the purpose of providing the Service. The Client acknowledges and agrees that the Client shall be responsible in the event that any damage or loss of any kind results from the Client’s provision of any Client Data that are not owned or controlled by the Client or in respect of which the Client is not authorized to use such data. The Client is solely responsible for the validity, completeness and correctness of the Client Data.

11.2. The Client Data provided to be processed and analyzed by the Provider must be provided in the format and specification determined by the Provider. Respective information on the required data format and specification is available in Client Account. The Provider shall not be liable for any failure of the Product caused by providing incomplete or inaccurate Client Data or Client data in a different format or specification than required.

11.3. The Client remains the sole owner (or authorized user) of the Client Data with all the rights relating to it. The Provider shall have no right to sell, resell, license, sublicense, assign, or otherwise transfer any Client Data provided by the Client without the Client’s prior written consent. Notwithstanding the foregoing, the Provider may create, collect, analyze, and use the Derivative Data for purposes of operating, analyzing, improving, or marketing the Product and any related services. If the Provider publishes, shares, or discloses any Derivative Data, such data will be aggregated or anonymized to reasonably avoid identification of the Client and protect the Client’s Confidential Information.

11.4. The Provider shall implement and maintain industry-standard information security processes (including reasonable technical, administrative, and physical safeguards) designed to prevent unauthorized access to or use or disclosure of the Client Data.

11.5. The Provider remains the sole owner of the Provider Data and Derivative Data with all the rights relating to it. The Client shall have no right to sell, resell, license, sublicense, assign, or otherwise transfer any Provider Data or Derivative Data which it processes during the course of using the Product.

11.6. The Client acknowledges and agrees that the Provider may use third-party data in the course of provision of the Product, including in particular (but not limited to) data made publicly available by authorities. The Provider shall not be responsible to the Client for the validity, completeness and correctness of such data provided by third parties.

11.7. The processing of personal data by the Provider is governed by applicable legal regulations, including in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (the “GDPR”).

11.8. In the event that the use of the Product by the Client shall be technically arranged by placing or making the Product available through servers owned and/or administered by the Provider, the Provider agrees to ensure the following at its own expense:

a) integrity, confidentiality and security of all Client Data; and

b) availability, operation and access to the server(s) on which the Product is to be placed and made accessible to the Client for a minimum number of days in a calendar year stipulated in the Order Form.

The Provider shall not be obliged to comply with its obligations specified in this Article 11.8 above for the period when the Client is in default in complying with any of the Client’s financial obligations set out herein, i.e. in default with the payment of the Subscription Fees or the Professional Service Fees or any instalment thereof hereunder.In the event of a material violation of the Provider’s obligation specified in this Article 11.8 letter a) above, the Client shall be entitled to request from the Provider the payment of a contractual penalty in the amount stipulated in the Order Form per each violation. Payment of the contractual penalty under this Article hereof shall not affect the Client’s right to claim damages in full or the provisions hereof regarding withdrawal herefrom.In the event of a material violation of the Provider’s obligation specified in this Article 11.8 letter b) above, the Client shall be entitled to request from the Provider the payment of a contractual penalty in the amount of EUR 60 per each commenced day of non-performance of the guaranteed services. Payment of the contractual penalty under this Article hereof shall not affect the Client’s right to claim damages in full or the provisions hereof regarding withdrawal herefrom.

12. TECHNICAL ASSISTANCE AND SUPPORT

12.1. The Provider agrees to provide the Client and the Users with due technical assistance and support in connection with their onboarding and during their proper use of the Product and assistance with content administration. In addition, the Provider shall create and continue to create, during the use of the Product, access details for the Users of the Product as instructed by the Client. The term “technical assistance and support” includes but is not limited to reasonable phone and email support provided by the Provider to the Client, including technical consultations regarding the administration of the Product, including the content thereof, and communication between the Client and the Users on business days from 9 a.m. to 5 p.m. CET. Provision of technical assistance and support services within the meaning of this Article is included in the Product and is covered by the Subscription Fees paid by the Client.

13. MODIFICATIONS

13.1. The Client shall be entitled to request that the Provider makes Modifications of the Product based on the communicated requirements of the Client. The Client and the Provider may agree on any extension of the scope of Modifications.

13.2. The Provider agrees to evaluate the time demands for the required Modifications after the moment when necessary details of the Client’s request for Modifications of the Product objectively required for the proper performance of the Modifications of the Product (the “Request Specifications”) were communicated to the Provider in writing. The Provider shall provide the Client with the evaluation in the scope as follows: (i) specification of the required Modifications that will be delivered, (ii) amount of programming hours needed to implement required Modifications, and (iii) price and time of delivery.

13.3. Except where expressly agreed otherwise, the provisions of these Terms regarding the use and handling of the Product shall analogically apply to the use and handling of the Modifications, i.e., the Modifications may be used by the Client under the same terms and conditions as the Product, including in particular Article 6 above. For the avoidance of doubts, the Provider remains the exclusive owner and holder of intellectual property rights to and in the Modifications which shall become part of the Product and the Provider shall be entitled to provide the Modifications to third parties. The Provider may in its own discretion offer to the Client a discount from the price of the Modifications, in particular if the Modifications significantly enhance or improve Realpad.

14. INDEMNITY AND LIMITATION OF LIABILITY

14.1. EXCEPT AS EXPRESSLY WRITTEN IN THE AGREEMENT, INCLUDING THE TERMS, THE SERVICE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, INCLUDING IMPLIED. THE CLIENT ACKNOWLEDGES AND AGREES THAT:

14.1.1. THE CLIENT IS SOLELY RESPONSIBLE FOR ASSESSING AND EVALUATING THE SUITABILITY OF THE SERVICE FOR CLIENT’S REQUIREMENTS;

14.1.2. THE CLIENT SHALL ENSURE THAT THE SERVICE DOES NOT INTERFERE WITH OTHER COMPONENTS OF CLIENT’S TECHNOLOGY ENVIRONMENT AND THAT IN PARTICULAR, BUT NOT LIMITED TO, ALL COMPUTER HARDWARE AND OTHER SOFTWARE AND FIRMWARE USED IN CONJUNCTION WITH THE SERVICE IS FREE OF DEFECTS AND DOES NOT ADVERSELY AFFECT THE OPERATION OR PERFORMANCE OF THE SERVICE;

14.1.3. THE CLIENT SHALL BE SOLELY RESPONSIBLE FOR THE CONTENT DISPLAYED ON DEVICES USING THE SERVICE (WHETHER SUCH CONTENT IS DISPLAYED BY THE CLIENT, THE USER OR ANY OTHER PERSON OTHER THAN THE PROVIDER) AS WELL AS FOR FULL COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND RIGHTS OF THIRD PARTIES, IN PARTICULAR INTELLECTUAL PROPERTY RIGHTS;

14.1.4. THE CLIENT SHALL INDEMNIFY, DEFEND AND HOLD THE PROVIDER HARMLESS FROM ALL CLAIMS MADE AGAINST AND ALL LIABILITIES, REASONABLE COSTS, PROCEEDINGS, DAMAGES AND EXPENSES (INCLUDING REASONABLE LEGAL AND OTHER PROFESSIONAL FEES AND EXPENSES) AWARDED AGAINST, OR INCURRED OR PAID BY, THE PROVIDER AS A RESULT OR IN CONNECTION WITH ANY ALLEGED OR ACTUAL INFRINGEMENT OF ANY LAWS, REGULATIONS OR THIRD PARTYS’ RIGHTS RELATED TO THE CONTENT DISPLAYED ON DEVICES USING THE SERVICE;

14.1.5. THE CLIENT IS SOLELY RESPONSIBLE FOR SELECTION OF PERSONNEL (IN PARTICULAR, BUT NOT LIMITED TO, THE USERS) THAT WILL BE GRANTED ACCESS TO THE SERVICE, AS WELL AS FOR PROPER USE OF THE SERVICE BY AND ANY ACTIONS (OR INACTIONS) OF SUCH PERSONNEL ACCESSING THE SERVICE;

14.1.6. THE CLIENT SHALL HAVE NO REMEDY FOR ANY FAILURE OF THE SERVICE UNLESS EXPLICITLY AGREED OTHERWISE WITH THE PROVIDER;

14.1.7. THE PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE AT ALL TIMES, UNINTERRUPTED OR ERROR FREE.

14.2. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFIT, LOSS OF REVENUES, LOSS OR CORRUPTION OF DATA, LOSS ARISING FROM BUSINESS OR ACTIVITY INTERRUPTION INCURRED BY THE CLIENT OR ANY THIRD PARTY TO WHICH THE CLIENT PROVIDES THE SERVICE IN ACCORDANCE WITH THE AGREEMENT, OR ARISING OTHERWISE FROM USE OR OPERATION OF THE SERVICE. FURTHERMORE, THE PROVIDER IS NOT LIABLE FOR ANY LOSSES, WHICH COULD NOT BE REASONABLY FORESEEN.

14.3. THE PROVIDER SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INFLICTED ON THE CLIENT BY (I) ACTS OF ANY THIRD PARTY UTILIZING THE SERVICE FOR PROVISION OF SERVICES TO THE CLIENT, (II) MALFUNCTION OF OTHER INFORMATION TECHNOLOGY COMPONENTS USED WITH THE SERVICE IN THE CLIENT’S INFORMATION TECHNOLOGY ENVIRONMENT, (III) NEGLECTING TO MAINTAIN THE SERVICE (INCLUDING BUT NOT LIMITED TO, FAILURE OF THE CLIENT TO USE THE MOST RECENT VERSION REGARDLESS WHETHER BY INTENT OR OMISSION) OR AS A RESULT OF (IV) PROVIDING INCOMPLETE OR INACCURATE CLIENT DATA OR CLIENT DATA THAT VIOLATED ANY THIRD PARTY RIGHTS.

14.4. UNLESS EXPRESSLY AGREED OTHERWISE AND WITHOUT PREJUDICE TO ANY STATUTORY CLAIMS GRANTED BY THE MANDATORY PROVISIONS OF THE APPLICABLE LAW, THE PROVIDER SHALL NOT BE LIABLE FOR ANY HARM OR DAMAGE INCURRED OR ALLEGEDLY INCURRED BY ANY OTHER THIRD PARTY IN CONNECTION WITH USING THE SERVICE BY THE CLIENT OR USER, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, PRODUCT LIABILITY, OR TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF WHETHER THE PROVIDER KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF THE DAMAGE IN QUESTION.

14.5. THE CLIENT SHALL INDEMNIFY, DEFEND AND HOLD THE PROVIDER HARMLESS AGAINST ANY AND ALL SUCH LIABILITY, CLAIMS, SUITS, ACTIONS, DEMANDS, AND ANY PROCEEDINGS OF ANY KIND, THREATENED, ASSERTED OR FILED IN THIS CONNECTION AGAINST THE PROVIDER BY ANY THIRD PARTY (“CLAIMS”) AND ANY DAMAGE, LOSSES, EXPENSES, LIABILITIES OR COSTS INCURRED INCLUDING ATTORNEYS’ FEES, IN CONNECTION WITH SUCH CLAIMS RAISED AGAINST THE PROVIDER.

14.6. THE PARTIES AGREED THAT IN ANY EVENT THE LIABILITY OF THE PROVIDER FOR ANY HARM (EXCEPT FOR HARM CAUSED AS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) ARISING OUT OF A BREACH OF THE AGREEMENT OR FOR ANY CAUSE WHATSOEVER SHALL BE FOR DIRECT DAMAGE ONLY DUE TO PROVABLE BREACH OF THE PROVIDER’S OBLIGATIONS. IN ADDITION, THE PARTIES AGREED THAT ANY SUCH LIABILITY OF THE PROVIDER (EXCEPT FOR LIABILITY FOR HARM CAUSED AS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) SHALL BE LIMITED TO THE SUBSCRIPTION FEE (OR SUM OF THE SUBSCRIPTION FEES) ACTUALLY PAID BY THE CLIENT TO THE PROVIDER IN THE CALENDAR YEAR IN WHICH THE ALLEGED DAMAGE OCCURRED; THIS LIMIT SHALL APPLY IN AGGREGATE TO ANY DAMAGE ALLEGEDLY INCURRED BY THE CLIENT IN THE RESPECTIVE CALENDAR YEAR.

14.7. THE CLIENT ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS AND INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS SECTION 14 ARE REASONABLE IN THE LIGHT OF ALL THE CIRCUMSTANCES.

15. DISCLAIMER OF WARRANTIES

15.1. THE CLIENT EXPRESSLY AGREES THAT THE USE OF THE SERVICE IS AT THE CLIENT’S OWN RISK. ALL SOFTWARE, INFORMATION AND MATERIALS PROVIDED BY THE PROVIDER ARE PROVIDED “AS IS”. EXCEPT AS PROVIDED IN THE AGREEMENT THE PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM OR USAGE OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, THE PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE , OR ANY RESULTS OF THE USE THEREOF, WILL MEET THE CLIENT’S, USER’S OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE PROVIDER DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ABSENCE OF ACTUAL OR POTENTIAL CONFLICT WITH THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE CLIENT’S OR USER’S USE OF THE SERVICE.

16. CONFIDENTIALITY

16.1. The Provider and the Client each agree to retain in confidence all non-public information and know-how disclosed pursuant to or in connection with the Agreement (the “Confidential Information”). Confidential Information shall always include (i) the Product, the Derivative Data, the Provider Data, and the terms and conditions of the Agreement as the Provider’s Confidential Information, and (ii) the Client Data as the Client’s Confidential Information. Confidential Information also includes all information regarding the negotiations and performance of the Agreement, all kinds of information recorded orally, in writing, electronically or otherwise, including any notes, records, reports, studies, analyses, proposals, correspondence, lists, databases (mainly regarding products, clients and business cases), software, memory media, specifications, diagrams, audio recordings, compilations, projects, data, copies, records or other documents regarding past, present or future facts, transactions, plans or operations) of which the Parties learn or which they acquire before or during their mutual cooperation.

16.2. Each Party agrees to: (a) preserve and protect the confidentiality of the other Party’s Confidential Information; (b) refrain from using the other Party’s Confidential Information except as contemplated in and in compliance with the Agreement; and (c) not disclose such Confidential Information to any third party except to employees, advisers and subcontractors as is reasonably required in connection with the exercise of the Party’s rights and obligations under the Agreement and its fulfilment and only subject to binding use and disclosure restrictions at least as protective as those set forth in the Agreement, including the Terms.

16.3. Each Party agrees to immediately notify the other Party of any unauthorized disclosure or use of any Confidential Information and to assist the other Party in remedying such unauthorized use or disclosure by taking such steps as are reasonably requested. Notwithstanding the foregoing, either Party may disclose Confidential Information of the other Party which is: (i) already publicly known without breaching the Agreement or any other legal confidentiality obligation; (ii) discovered or created by the receiving Party without use of, or reference to, the Confidential Information of the disclosing Party, as shown in records of the receiving Party; (iii) otherwise known to the receiving Party through no wrongful conduct of the receiving Party, or (iv) required to be disclosed by law or court order, provided that the receiving Party shall provide prompt notice thereof and reasonable assistance to the disclosing Party to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Moreover, either Party may disclose any Confidential Information hereunder to such Party’s agents, advisers, attorneys and other representatives (and only subject to confidentiality obligations at least as protective as those set forth herein) or any court of competent jurisdiction as reasonably required to resolve any dispute between the Parties.

16.4. The obligation to maintain Confidential Information as confidential in the sense of this Section 16 survives the expiration of the Agreement by seven years after the expiration.

16.5. The Provider shall be entitled to use the Client’s brand, name and general information on the scope of the Product provided as a reference. Such limited use shall not be deemed as breaching the confidentiality obligation above.

17. EFFECTIVE DATE, TERM OF THE AGREEMENT AND TERMINATION

17.1. The Agreement shall become effective as of the signing of the Order Form and shall continue in force for the whole Term unless terminated earlier as provided in the Agreement.

17.2. Each of the Parties may terminate the Agreement without liability to the other Party by delivering a written termination notice to the other Party at least 6 months in advance and the Agreement terminates based on such termination notice upon the end of the current Billing Period.

17.3. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Agreement without liability to the other Party by a written termination notice if:

17.3.1. the other Party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of the breaching Party being notified in writing of the breach;

17.3.2. an order is made or a resolution is passed for the winding-up or liquidation of the other Party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of such Party;

17.3.3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other Party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of such Party, or notice of intention to appoint an administrator is given by such Party or its directors;

17.3.4. a receiver is appointed of any of the other Party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of such Party, or if any other person takes possession of or sells such Party’s assets;

17.3.5. the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt;

17.3.6. the other Party ceases, or threatens to cease its activities; or

17.3.7. the other Party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

17.4. For clarity, the Parties have expressly agreed that the obligation of the Client to pay the agreed fees or make other payments pursuant to the Agreement in favor of the Provider with respect to the Product provided by the Provider to the Client prior to the termination of the Agreement shall not be affected by the termination of the Agreement.

17.5. The termination of the Agreement shall not entitle the Client to any reimbursement of any fees paid to the Provider or any other compensation or discount. Notwithstanding the previous sentence, if the Agreement has been terminated by the Provider and the Product has not been provided for the entire period for which the Client has prepaid respective Subscription Fees, and unless the Agreement was terminated due to the Client’s material breach of the Agreement (in particular, but not limited, because the Client is in default with payment of any amount according to the Agreement), the Provider shall reimburse to the Client a pro rata portion of the prepaid Subscription Fees corresponding to the extent in which the Product has not been provided in the respective period of time.

17.6. If this Agreement is terminated by either Party, the Client shall immediately discontinue any further use of the Product and upon request enable inspection by the Provider’s representatives to verify its compliance with this provision. To avoid any doubts, the Client is entitled to the Service, if this Agreement is terminated by delivering a written termination notice pursuant to clause 17.2 above, the Client shall be entitled to keep using the Service in the scope of both the Product and the Professional Services in accordance with these Terms during the entire termination period until the Agreement terminates pursuant to clause 17.2 above.

18. FINAL PROVISIONS

18.1. The Agreement consisting of the Order Form and these Terms represents the entire agreement between the Parties, and supersedes all prior agreements and understandings, written or oral, with respect to the matters covered by the Agreement, and is not intended to confer upon any third party any rights or remedies hereunder. The Client acknowledges that it has not entered in the Agreement based on any representations other than those contained herein.

18.2. No amendment or any other variation of the Agreement (including the Data Processing Agreement) shall be effective unless it is in writing and signed (including electronically via on-line means and tools) by the Parties (or their authorized representatives including the Authorized Representative of the Client), unless the Agreement, including the Terms provide otherwise (see clause 18.3 below).

18.3. The Provider reserves the right, in its sole discretion, to amend, modify, supplement or otherwise change these Terms and the Price List at any time and for any reason. The Provider shall inform the Client about any such change in respect to (i) changes to the Subscription Fees listed in the Price List at least 6 months in advance of the effective date of the changes, and (ii) changes to Professional Service Fees listed in the Price List as well as changes to the Terms at least 3 months in advance of the effective date of the changes, by e-mail specified in the Order form. The Client shall review the information and stay informed of all announced changes. If the Client does not agree with the announced changes, the Client shall be entitled to terminate the Agreement by delivering a written termination notice to the Provider before the effective date of the changes. In such a case, the Agreement shall terminate upon expiry of the current Billing Period and the relationship between the Parties for the remaining period shall continue to be governed by the current Terms, i.e., their version before the change. If the Client does not terminate the Agreement in accordance with the above, the Client will be deemed to have agreed with the announced changes and will be bound by them. Any new version of the Terms supersedes their previous version as of the date of effectivity of the new version. Notwithstanding the above, the Provider shall be entitled at any time to correct typing errors, obvious inaccuracies and similar formalities without giving rise to the Client’s right to terminate the Agreement.

18.4. No Party shall be deemed to be in breach of the Agreement for any failure or delay in performing its obligations under the Agreement as a result of an act of Force Majeure or entitled to compensation for any losses or damages caused by the act of Force Majeure.

18.5. No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by 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.

18.6. Unless agreed otherwise in the Agreement, the liability of the Parties for harm caused by breach of the Agreement or the law shall be governed by the generally binding legal regulations.

18.7. If any provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable within its original meaning and in accordance with its original purpose. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. In addition, the Parties shall negotiate in good faith to amend such deleted provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended result of the original provision.

18.8. The Agreement shall be governed by the Czech law. The Parties hereby agree that any and all disputes and litigation arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the competent courts of the Czech Republic determined according to the registered office of the Provider.

18.9. Neither Party shall, without the prior written consent of the other Party, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.

18.10. In the event that the Client’s business or a part thereof is transferred, or the Client’s business or a part thereof is leased or subleased, this Agreement and the rights and obligations arising out of it shall pass onto the legal successor of the Client only with the prior written consent of the Provider.

18.11. In case of discrepancies between the Order Form and these Terms, the Order Form shall prevail.

18.12. The Data Processing Agreement forms an integral part of these Terms and is attached to these Terms as Annex 1.

1. General Provisions

1.1. Under this Data Processing Agreement (the “DPA”), the Provider as a processor (also the “Processor”) processes personal data provided by the Client as a controller (also the “Controller”) in connection with the Client’s use of Realpad in accordance with Realpad Software-as-a-Service Terms and Conditions (the “Terms”).

1.2. The DPA is made in light of the requirements set out in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (hereinafter the “GDPR”) and other applicable legislation. This DPA is based on the requirements set out especially in Article 28 of the GDPR.

1.3. Unless explicitly provided otherwise in this DPA, definitions used in this DPA shall have the same meaning as set out in the GDPR and the Terms. The Processor is entitled to process only such personal data which correspond to the purpose of the processing of personal data, whereby the Processor inter alia undertakes to:

a) Process only such personal data, which within its scope and content correspond to the designated purpose and are necessary for achievement of the purpose;

b) Keep the personal data received for different purposes separately and ensure that the personal data shall be processed only in a way, which corresponds the purpose of their processing;

c) Process the personal data in compliance with good manners and act in a way, which is neither in conflict with nor evades the GDPR and other applicable legislation.

1.4. The Controller and the Processor agree that within the meaning of Article 4(7) of the GDPR, the Controller is the controller of personal data entrusted for processing to the Processor hereunder. Only the Controller shall decide on the purposes and means of processing the personal data. The Processor is the entity referred to in Article 28 of the GDPR.

1.5. The Processor shall process personal data to the extent and according to the rules as set forth in this DPA, the GDPR and other applicable legislation.

1.6. The Processor shall process personal data with professional care in order to provide legal, organizational and technical protection of the Controller’s interests in connection with the processing of personal data according to this DPA. The Processor is responsible for the security of personal data, whereby it protects them from theft, loss, damage, illegitimate access, change and spreading

1.7. The scope of personal data entrusted for processing under this DPA, the categories of data subjects, nature and purpose of the processing and duration of processing are defined in Schedule 1 hereto.

1.8. The personal data entrusted to the Processor under this DPA shall be processed for the purpose of provision of the Service by the Processor to the Controller under the Terms. The Controller represents and guarantees that it has acquired all necessary consents from the data subjects for the processing of their personal data, if needed.

1.9. The Processor guarantees that it has appropriate technical and organizational measures in place to meet the requirements of the GDPR and that it will ensure protection of the rights of the data subjects.

2. Engagement of Sub-Processors

2.1. The Processor may engage a third party for processing of personal data under this DPA (hereinafter the “Sub-Processor”), provided that the Processor has notified the Controller in writing of such Sub-Processor, including any intended changes concerning the addition or replacement of the Sub-Processors, and the Controller has not objected thereto within 30 days of notification. If the Controller does not object, the Sub-Processor is considered approved by the Controller. The Processor shall maintain and update (as necessary) a list of all Sub-Processors used for the processing of personal data on behalf of the Controller under this DPA. All Sub-Processors that are detailed in Schedule 1 hereto are expressly approved by the Controller.  

2.2. The Processor shall enter into a written agreement with every approved Sub-Processor, under which the Sub-Processor shall undertake obligations corresponding to those undertaken by the Processor under this DPA. The Processor shall always remain liable for its Sub-Processor’s performance and obligations as for its own.

2.3. Where the Processor engages a Sub-Processor in a country outside the European Union (hereinafter the “EU”) and/or the European Economic Area (hereinafter the “EEA”), the Controller hereby authorizes the Processor to sign EU approved standard contractual clauses for the transfer of personal data with the Sub-Processor in the name and on behalf of the Controller in respect of such transfer of personal data to a third country.

2.4. The Controller may object to a new Sub-Processor notified by the Processor by a written notice delivered to the Processor within 30 days from delivery of the notification to the Controller. In such a case the Processor shall engage another Sub-Processor, otherwise the Controller shall be entitled to terminate the DPA and the Agreement under the conditions of the Terms.  If the Controller does not deliver a written notice to the Processor in accordance with the previous sentence, the Sub-Processor is considered approved by the Controller regardless of the Controller’s objection and the Processor may engage such Sub-Processor for the processing of any personal data on behalf of the Controller under this DPA. The Controller will not unreasonably object to any addition or replacement of a Sub-Processor.

3. The Controller’s Instructions

3.1. The Processor shall process the personal data only on documented instructions from the Controller, including any transfer of data to third countries or international organizations.

3.2. The Controller and the Processor agree that this DPA, together with Schedule 1 hereto, constitutes a documented instruction within the meaning of Section 3.1. above.

3.3. The Controller’s instructions may be updated from time to time when so requested by the Controller or if so required under applicable law.

3.4. The Processor shall take steps to ensure that any natural person acting under its authority who has access to personal data does not process them except on instructions from the Controller, unless he or she is required to do so by the applicable law.

3.5. The Controller expressly approves that the Processor (and approved Sub-Processors) may transfer or authorize the transfer of personal data to countries outside the EU and/or the EEA. If personal data processed under this DPA is transferred from a country within the EEA to a country outside the EEA, the Controller and the Processor shall ensure that the personal data are adequately protected. To achieve this, the Controller and the Processor shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

4. Parties’ Representation

4.1. The Controller represents that during the selection of the Processor it took care of its professional, technical, organizational and personal competence and its competence and ability to guarantee the security of processed personal data in compliance with the GDPR and applicable law by technical, organizational and personal means corresponding to the way of processing of personal data, whereby the Controller took into account especially applicable technical means, confidentiality and importance of processed personal data as well as the scope of possible risks, which are able to harm the security or functionality of its information system. The Controller determined that the Processor provides sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR and applicable law and ensure the protection of the rights of the data subjects on the basis of replies of the Processor provided by the Processor in Processor questionnaire.

4.2. The Processor represents that it has all the necessary professional, technical, organizational and personal competence and guarantees the security of processed personal data in compliance with the GDPR and applicable law and that it has adopted under the GDPR and applicable law all the relevant documentation, which corresponds to the way of processing of personal data in information systems in a form and under the conditions stated in the GDPR and applicable law. The Processor took into account especially applicable technical means, confidentiality and importance of processed personal data as well as the scope of possible risks, which are able to harm the security or functionality of its information system. The Processor represents that its replies provided in Processor questionnaire are true up-to-date and complete and undertakes to process personal data in a way that its replies remain true, up-to-date and complete. Should the Processor intend to implement changes in the processing, it undertakes to inform the Controller of such intended changes well in advance so that the Controller has sufficient time to assess impact of such intended changes and to implement measures which are necessary to comply with the GDPR and applicable law.

5. Confidentiality

5.1. Unless agreed or provided otherwise, the Processor shall not disclose any personal data entrusted to it, whether directly or indirectly.

5.2. The Processor shall ensure that the Processor's employees and other persons authorized to process the personal data shall be obligated to keep confidential all personal data obtained in connection with data processing under this DPA or are under an appropriate statutory obligation of confidentiality.

5.3. The Processor shall maintain confidentiality of all information related to the entrusting of data and all personal data entrusted during the performance of the DPA and after expiration or termination of the DPA, for an indefinite period of time.

6. Security of Processing

6.1. The Processor shall implement appropriate technical and organizational measures in accordance with Article 32 of the GDPR to ensure a level of security appropriate to the risk. Security measures that are employed by the Processor are listed in Schedule 1 hereto.

7. Requests by Data Subjects

7.1. As further set out in Chapter III of the GDPR, the data subject has certain rights (e.g., information and access to personal data, rectification and erasure, restriction of processing, data portability, right to object and certain rights in relation to automated decision-making). The Controller is obliged to facilitate the exercise of these data subject rights under the GDPR.  

7.2. The Processor shall assist the Controller by appropriate technical and organizational measures, insofar as this is commercially reasonable, for the fulfilment of the Controller’s obligation to respond to requests for exercising the data subject’s rights laid down in the Chapter III of the GDPR and other applicable legislation.

8. Personal Data Breach, Impact Assessment and Prior Consultation

8.1. As further set out in Articles 32 to 36 of the GDPR, the Controller has certain obligations (e.g., notification of data breach to the supervisory authority, communication of data breach to the data subject, making a data protection impact assessment and prior consultation with the supervisory authority in certain cases). The Processor assists the Controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to the Controller.

8.2. The Processor shall notify the Controller without undue delay after becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed (personal data breach), and the Processor shall assist the Controller in ensuring compliance with obligations set out in Section 7.1. above.

9. Return and Deletion of Personal Data

9.1. The Processor shall, at the choice of the Controller, delete or return all the personal data to the Controller at the end of the performance of activity relating to processing (i.e., labeling and machine learning of neural networks of the Processor), and delete any existing copies unless applicable law requires storage of the personal data.

10. Audit, Compliance and Duty to Inform

10.1. The Processor shall make available to the Controller all information and documents necessary to demonstrate compliance with the obligations laid down in this DPA, applicable legislation and the GDPR, and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller.

11. No Compensation

11.1. Neither the Processor nor the Controller shall be entitled to any compensation for carrying out its obligations under this DPA.

12. Liability

12.1. The Controller and the Processor acknowledge that they each respectively are liable, accountable and responsible in their respective roles as controller and processor under the requirements set forth in the GDPR and other applicable legislation and this DPA.

12.2. The Controller is fully responsible for compliance of the instructions, requests and recommendations issued to the Processor with the determined purpose of the processing and any applicable legislation including the GDPR. The Controller declares and guarantees to the Processor that determined purpose of the processing according to this DPA is lawful and in accordance with Article 6 of the GDPR. The Controller further declares that it is authorized to provide to the Processor all personal data actually provided to the Processor and let the Processor process such data in accordance herewith.

12.3. Where the Sub-Processor fails to fulfil its obligations as specified in this DPA and the applicable law, the Processor shall remain fully liable to the Controller for the performance and non-performance of the Sub-Processor's obligations.

12.4. Each the Controller and the Processor shall promptly notify the other party of any proceedings, in particular administrative or court proceedings, relating to personal data processing within the scope of each of the data sets provided to the Processor, and of any administrative decision or judgment concerning the processing of that data, as well as of any inspections pertaining to personal data processing within the scope of a set of data.

12.5. If any third party brings a legal action against the Processor and/or the Controller in connection with any infringement of the personal data processing rules, the Controller and the Processor shall co­operate in order to take appropriate legal measures aimed, in particular, at having the competent court dismiss or reject such third-party claim, lodging an appeal or entering into a settlement agreement, or other legal measures.

12.6. Notwithstanding other provisions hereof, any provisions of the Agreement or the Terms containing limitation or, as the case may be, exclusion of liability of the Processor shall, to the extent permitted by mandatory provisions of generally binding legal regulations, apply also to the liability of the Processor for breach of its obligations hereunder or otherwise in connection with the processing of personal data provided to the Processor by the Controller.

13. Term of the DPA

13.1. The DPA shall be valid for an indefinite period of time, but no longer than is necessary for the purposes for which the personal data are processed.

13.2. ln the event of a material breach of any provision of the DPA or the applicable law by one of the parties, the other party will be entitled to terminate the DPA with an immediate effect.

14. Governing Law and Dispute Resolution

14.1. This DPA and any related legal relationships existing between the parties shall be governed by the laws of the Czech Republic (excluding conflict of law rules). Any disputes related to this DPA arising between the parties shall be resolved by the courts of general jurisdiction in the Czech Republic.

15. Final Provisions

15.1. If any provision hereof is deemed to be invalid or unenforceable for any reason, all other provisions shall remain in force and the parties shall be obliged to replace such invalid (unenforceable) provisions at the request of either party with a provision which is valid and the economic effect of which is as close as possible to the economic effect of the replaced provision.

15.2. The DPA constitutes the entire agreement between the parties with respect to its subject matter and shall supersede any and all previous negotiations, both written and oral, between the parties related to the subject matter hereof. The parties have neither made nor will rely on any representations, undertakings, agreements or assurances which are not included herein.

15.3. Neither party shall be entitled to assign any of its rights and obligations under the DPA to any entity/ third party without prior consent of the other party made in writing, otherwise shall be null and void. The above provision shall not apply to the affiliates of the parties.

15.4. The following schedules shall form an integral part hereof:

Schedule 1 – Instructions

2. Technical and Organisational Security Measures

The Processor shall implement appropriate technical and organizational measures in accordance with Article 32 of the GDPR to ensure a level of security appropriate to the risk, which may include as appropriate:

(a) the pseudonymization and encryption of data;

(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;

(d) a process for regularly testing, accessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing;

In assessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed.The Processor shall at the request of the Controller provide a description of its technical and organizational measures unless such description has already been provided to the Controller.

3. Approved Sub-Processors

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