Terms and Conditions

Welcome to TechVendorHub!

Freebird Limited provides access to the TechVendorHub website and its proprietary software, services, extensions, and application programming interfaces (collectively referred to as the “Service”). Your use of the Service is subject to the terms and conditions outlined in this Agreement, along with any additional terms specified in an amendment or addendum (referred to collectively as the “Agreement”). By physically or electronically signing this Agreement, or by accepting it through a click-through process, you (referred to as the “Customer,” “You,” or “your”) are entering into this Agreement with Freebird Limited. This Agreement becomes effective on the earlier of the date of click-through acceptance or as otherwise applicable (referred to as the “Effective Date”).

The disclaimers, terms, and conditions stated in this Agreement are applicable in general and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms, and conditions specific to the Service, as disclosed by Freebird Limited. In case you are bound by multiple agreements with Freebird Limited concerning the Service, and if the terms of those agreements differ, the order of precedence is as follows: an agreement executed by Freebird Limited and You that expressly supersedes all other agreements, an electronically accepted version of an agreement through an amendment or formal written quote, and any other electronic agreement provided with the Service. Customer acknowledges that the Data Processing Agreement, incorporated into this Agreement as Exhibit A, is an integral part of this Agreement, and you have read and agreed to be bound by its terms.

DEFINITIONS

The following terms within this section hold the meanings described below, and additional terms may be defined within the context of this Agreement:

– “Attachment” refers to any TechVendorHub form that details a software order, add-on licenses, or additional services, which are incorporated into and become part of this Agreement. Depending on the ordered service or software, the amendment may be completed online. Examples of an Attachment include, but are not limited to: a written order form, invoice, quote, statement of work, addendum, amendment, or email confirmation. This Agreement shall govern unless the Attachment specifically references a particular Section name and number within this Agreement, which is explicitly intended to be superseded by the terms therein.

– “Customer Data” refers to any and all data, information, and materials uploaded, collected, or processed by or on behalf of You or accessed by Freebird Limited in connection with your or your User’s use of the Service.

– “Derived Data” refers to all data and information created, processed, or provided to You by Freebird Limited during the provision of the Service or resulting from Customer, User, or Visitor Data provided to Freebird Limited through the Service.

– “Documentation” refers to any distributed documentation provided by Freebird Limited pertaining to the Service. This includes, but is not limited to, accompanying or online user guides, technical information, user documentation, and technical data sheets in effect on the Effective Date. The Documentation may be updated or amended by Freebird Limited or on its behalf from time to time.

– “Service” refers to the proprietary software, licensed products, and services provided by Freebird Limited to Customer under the terms of this Agreement. This includes any updates provided by Freebird Limited.

– “Sensitive Data” includes various types of sensitive information, such as payment card data or other financial account information, driver’s license numbers, birthdates, social security numbers, government-issued identifiers, passwords or other log-in credentials, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union

-“Term”: the term used in this Agreement shall be defined as stated in Section 6.1.

-“User”: refers to an individual authorized by You to utilize the Service within their organization. This authorization may extend to a multi-tenant or managed services environment, and You have provided them with a User identification and password. Users may include your employees, consultants, and contractors.

-“Visitor” refers to any individual who interacts with your website (or the website being tracked) but does not directly engage with the Service. Visitors are distinct from Users.

OUR SERVICE

Limited License Grant: Provided that you comply with your obligations under this Agreement and any applicable third-party licenses, Freebird Limited grants you a limited, revocable, non-exclusive, non-transferable (except as provided in Section 11.12) right to access and use the Service and Documentation solely for personal or internal business purposes. No other rights, including Intellectual Property Rights, are granted except as expressly stated in this Agreement. Ownership rights, title, interest, and Intellectual Property Rights in the Service remain with Freebird Limited and/or its licensors. Failure to comply with this Agreement may result in the revocation of the license and limitation of your access to the Service. Any unauthorized use of the Service is strictly prohibited and may lead to the suspension or termination of your access. You may independently develop information or products similar to those in the Confidential Information, provided you do not utilize or base them on the Freebird Confidential Information.

Modifications: Freebird Limited reserves the right to change, modify, add to, discontinue, or retire any aspect or feature of the Service without notice. Upgrades, fixes, or new versions of the Service may be released from time to time, although consistency across platforms and devices is not guaranteed. Freebird Limited may restrict the availability and usage of the Service at its discretion and without prior notice or additional liability.

Access Removal: Freebird Limited reserves the right to refuse access to the Service to any User. Your access to the Service is provided on a term subscription basis with no guarantee of future availability. Freebird Limited may suspend or terminate your access to the Service in the event of a breach of this Agreement, discontinuation or modification of the Service, technical or security issues, or engagement in fraudulent or illegal activities. Such measures will be taken at Freebird Limited’s sole discretion and without liability to you or any third party.

Defects and Availability: Freebird Limited makes reasonable efforts to maintain the Service, but is not responsible for any defects or failures associated with it. Freebird Limited does not provide support for errors resulting from your failure to implement the Service in accordance with the Documentation. The Service may be temporarily inaccessible or inoperable due to equipment malfunctions, maintenance procedures, or causes beyond Freebird Limited’s reasonable control. The quality and availability of the Service may be affected by factors outside of Freebird Limited’s control, and Freebird Limited does not guarantee its reliability or availability. Freebird Limited will not be liable for damages or losses related to the Service being unavailable.

Third Party Materials: Third Party Materials included in the Service may be subject to separate terms and conditions found in “Read Me” or “About” files or the Documentation. Freebird Limited is not responsible for the availability or content of Third Party Materials and does not endorse or hold liability for any materials provided by third parties. You should review the separate terms of use and privacy policies governing third party websites and materials.

Ownership of Intellectual Property: Unless otherwise specified, images, trademarks, service marks, logos, and icons displayed on the Service

CLIENT RESPONSIBILITIES, REPRESENTATIONS, AND RESTRICTIONS

Unauthorized Use and Information Changes: You must immediately notify TechVendorHub if your registration information changes or you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree that you will provide truthful and accurate information during the registration process. TechVendorHub may refuse to grant you a particular username for any reason, including, without limitation, if TechVendorHub has reason to believe that such username impersonates someone else, is protected by trademark or other proprietary rights, or is vulgar or otherwise offensive.

Storing Credentials: You are responsible for any damages to TechVendorHub or the Service resulting from unauthorized access to the Service from your account, and TechVendorHub will have no liability to you or any third party for damages or loss related to such unauthorized access or use.

Representations: You hereby represent and warrant that: (1) you have the legal capacity and authority to enter into and perform your obligations under this Agreement; (2) you will comply with the terms and conditions of this Agreement and any other agreement to which you are subject that is related to your use of the Service or any part thereof; (3) you have provided and will maintain accurate and complete information, including, without limitation, your legal name, email address, and any other information TechVendorHub may reasonably require; (4) your access to and use of the Service or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use, or any law or regulation to which you are subject; (5) you will immediately notify TechVendorHub in the event that you learn or suspect that the personal information you have provided has been disclosed or otherwise made known to any other person; (6) you will not use the Service in order to gain competitive intelligence about TechVendorHub, the Service, or any product or service offered via the Service or to otherwise compete with TechVendorHub; and (7) the User Data you provide does not violate the rights of any third party, including, without limitation, the intellectual property, privacy, or publicity rights of any third party, and you have acquired the appropriate consent of all third parties (if required) to provide the User Data through our Service.

Restrictions: You may not:

(1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Service in any way;

(2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, communications protocol, structure, or ideas upon which the Service is based;

(3) use the Service or Traffic Data to develop a competing service or product;

(4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Service, servers, data centers, or networks connected to the Service or take any other action that interferes with any other person’s use of the Service;

(5) decrypt, transfer, create Internet links to the Service, or replicate or duplicate the Service on any other server, wireless device, or Internet-based device;

(6) use or merge the Service or any component thereof with other software, databases, or services not provided or approved by TechVendorHub;

(7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to the Service, or remove, obscure, or alter any notices or indications of any Intellectual Property Rights, trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs, or designations, or any electronic notices;

(8) use the Service for any fraudulent or otherwise unlawful purposes or in violation of this Agreement;

(9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Service;

(10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Service for any reason;

(11) access or attempt to access any other user’s account or use the Service in a way that prevents or inhibits another user from enjoying the Service;

(12) use any Derived Data made available through the Service in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;

(13) introduce into the Service any virus, rogue program, Trojan horse, worm, or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm the Service, or perform any such actions;

(14) introduce into the Service any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person;

(15) delete, modify, hack, or attempt to change or alter the Service, Derived Data, or any notices on the Service;

(16) connect to or access any TechVendorHub computer system or network other than the Service;

(17) impersonate any other person or entity to use or gain access to the Service;

(18) conduct or otherwise participate in any distributed denial-of-service attack or similar malicious attack intended or designed to artificially delay, disrupt, or otherwise adversely affect the Service or any other user’s access to or use of the Service;

(19) You are prohibited from posting or transmitting any data containing Sensitive Data to the TechVendorHub servers. Furthermore, you must not request or obtain Sensitive Data through any controls or inputs. By using the Services, you acknowledge and confirm that you will refrain from inputting or soliciting users to input any Sensitive Data or using the Service in a manner that could result in obligations under GDPR, CCPA, or any other relevant laws concerning Sensitive Data or personal information. TechVendorHub retains the right to thoroughly investigate and prosecute any violations of the aforementioned provisions. In cases of violation, TechVendorHub may collaborate with law enforcement authorities to prosecute users who breach this Agreement.

DATA RIGHTS, USES, AND LIMITATIONS

Customer and User Data: By using the Services, you grant TechVendorHub a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to host, store, copy, view, and display User and Visitor Data. This license is granted for the purpose of providing the Services to you, internal use by TechVendorHub and its affiliates, billing, activation, maintenance, upgrades, updates, and use of the Service and related products and services, as well as any purposes permitted by applicable laws. Except as stated in this Agreement, you retain all rights, title, and interest in and to User and Visitor Data. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and rights to use such data. TechVendorHub shall not be liable for unauthorized access, alteration, deletion, correction, destruction, corruption, damage, loss, or failure to secure or store your or your Visitor and User’s Data, except in cases of gross negligence or willful misconduct. You acknowledge your responsibility for controlling, processing, storing, and backing up such data. TechVendorHub reserves the right, but not the obligation, to refuse or remove any information or materials that are deemed unacceptable, undesirable, or in violation of this Agreement or third-party rights.

Client Data Representations: You represent and warrant that you are the owner or authorized licensee of Visitor and User Data and have the right to grant the rights outlined herein. You further represent that you have obtained all necessary consents under applicable law to disclose Customer Data to TechVendorHub. You agree not to publish, post, upload, record, or transmit any data or material that infringes upon any copyright, patent, trademark, trade secret, proprietary right, rights of publicity or privacy of any party, violates any law, is inappropriate, defamatory, libelous, obscene, indecent, threatening, harassing, or unlawful, is harmful to minors or pornographic, is materially false, misleading, or inaccurate, or contains information for which you do not have the right to permit TechVendorHub to access and process.

Privacy: You are responsible for compliance with privacy laws and regulations applicable to your use of the Service. It is your responsibility to provide your Users and Visitors with information on how to opt out of tracking by the Service and to refrain from transmitting Customer Data containing Sensitive Data to TechVendorHub. TechVendorHub provides tools, as outlined in the Privacy Policy and help documentation, to assist you in preventing the transmission of Sensitive Data. You agree to indemnify, defend, and hold TechVendorHub harmless from any third-party claims arising from or related to your transmission of Sensitive Data in connection with your use of the Service.

Derived Data: You retain ownership of all rights in and to Derived Data, subject to the rights and licenses granted herein. Derived Data refers to information and data generated or developed by TechVendorHub through the manipulation or analysis of data, including Customer and Visitor Data, collected by the Service. TechVendorHub may use Derived Data for providing the Services, conducting research, development, and product improvement efforts. TechVendorHub may share Derived Data with third-party service providers, subject to confidentiality obligations, and use and share it in aggregated or de-identified form. You acknowledge and agree to TechVendorHub’s rights to commercially exploit Derived Data, subject to the restrictions set forth in this Agreement.

Feedback: Freebird Limited appreciates comments, feedback, information, or materials concerning the Service or any other products or services provided by Freebird Limited (collectively referred to as “Feedback”). By providing Feedback to Freebird Limited, you agree to assign, and hereby irrevocably assign, all worldwide rights, title, and interest in and to the Feedback, including copyrights, moral rights, and other Intellectual Property Rights contained therein, to Freebird Limited. Freebird Limited shall have the freedom to use, copy, distribute, publish, and modify the Feedback without any restrictions and without providing compensation to you.

CONFIDENTIAL INFORMATION; MUTUAL NON-DISCLOSURE

Both parties involved in this Agreement may provide each other with certain non-public, proprietary information referred to as “Confidential Information.” For the purpose of this Agreement, Confidential Information is defined as follows:
Information disclosed that is marked or identified as “confidential” at the time of disclosure or constitutes the trade secrets of a party under the governing law of this Agreement.
The source code and object code of the Service, the pricing structure for the Service, any other proprietary information owned by Freebird Limited, and any information disclosed or provided to You at any time.
Information disclosed about unreleased products or service offerings.
The terms and conditions of this Agreement.
The Service itself.

Confidential Information does not include information that:

Is publicly available or generally known through lawful means and not through any improper action by the receiving party.
Was rightfully in possession or known by the receiving party prior to receiving it from the disclosing party.
Is disclosed without any restrictions by a third party without violating any confidentiality obligations.
Is independently developed by the receiving party without using the Confidential Information of the disclosing party.
Is required to be disclosed by a court, regulation, or government order, provided that the disclosing party has been given notice and the receiving party cooperates in limiting the disclosure to the minimum required, unless a court has ordered otherwise.

Each party agrees to keep the Confidential Information of the other party confidential and not to use it for any purpose other than the permitted purposes under this Agreement. Each party agrees to apply the same standard of care in protecting the Confidential Information as it would for its own similar confidential and proprietary information, but not less than a reasonable standard of care. Confidential Information may only be disclosed to those affiliates, employees, contractors, and advisors of You or Freebird Limited who have a need to know and who agree to be bound by confidentiality obligations at least as restrictive as those in this Agreement. The Confidential Information always remains the property of the disclosing party. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or implied with respect to the Confidential Information, unless explicitly stated otherwise.

NO WARRANTY; DISCLAIMER

Freebird Limited makes no warranty of any kind, whether express, implied, statutory, or otherwise, including without limitation, merchantability, fitness for a particular use, and non-infringement. The Service provided by Freebird Limited and its licensors is provided “as is” and “as available.” You assume all risks associated with your use of the Service, including any harm caused by viruses, worms, or other damaging materials. Freebird Limited does not guarantee any specific results, increased traffic, or user engagement for You. Freebird Limited does not warrant that the Service or any part of it is accurate, error-free, or bug-free, that your use of the Service will be uninterrupted, or that the Service’s operation will not adversely affect other software or hardware. This section applies to the maximum extent permitted by applicable law. The Service is offered by Freebird Limited from its facilities in Hong Kong. Freebird Limited makes no representations that the Service is appropriate or available for use in other countries. Users accessing or using the Service from other jurisdictions do so at their own risk and are responsible for complying with all applicable laws, including laws related to data collection from website visitors and users.

INDEMNIFICATION

Freebird Indemnification. Freebird will protect and defend You against any claims made by third parties alleging that the Service infringes on any Hong Kong patent or Hong Kong copyright or misappropriates any trade secret (to the extent it qualifies as a trade secret under HK law). Freebird will cover any costs and damages awarded by a court or agreed upon in a settlement regarding such claims. To benefit from this indemnification, You must promptly notify Freebird of any threats, claims, or proceedings and provide reasonable assistance while allowing Freebird sole control over the defense and settlement. Any settlement not pre-approved by Freebird in writing will not be the responsibility of Freebird. These obligations do not apply if the alleged infringement is related to portions of the Service not provided by Freebird, modifications made after delivery by Freebird, or the combination of the Service with other products, processes, or materials. Furthermore, Freebird is not obligated to indemnify You under this section if You continue the allegedly infringing activity after being notified of it or after being informed of modifications that could have avoided the infringement, or if your use of the Service does not comply strictly with this Agreement or the Documentation.

Your Indemnification. You agree to defend, indemnify, and hold harmless Freebird, its affiliates, and its respective officers, employees, consultants, shareholders, and representatives from any claims, liabilities, damages, costs (including attorneys’ and expert witness fees), or other expenses arising from: (1) your violation of this Agreement or applicable law, rule, or regulation, or any person accessing or using the Service through You; (2) your infringement or misappropriation, or any person accessing or using the Service through You, of any intellectual property, privacy, or other rights of any person or entity (except for claims solely arising from the use of the Service as provided under this Agreement); (3) issues related to your Users or Visitors or your relationship with them; (4) any data provided by Visitors; or (5) your or your Users’ breach of any applicable privacy or data protection law, rule, or regulation. Freebird reserves the right, at its own expense and discretion, to assume exclusive defense and control of any matter subject to indemnification by You.

LIMITATION OF LIABILITY

Limitation. Except for the indemnification obligations, neither party’s total liability under this Agreement shall exceed the total amount paid by You to Freebird for the use of the Service during the one (1) month immediately preceding the event giving rise to the liability. Freebird, its officers, directors, employees, agents, or representatives will not be liable for any claims related to errors, omissions, or other inaccuracies in the Service. In no event will Freebird be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages arising from your use, misuse, or inability to use the Service, including but not limited to damages for lost data, lost profits, or costs of procuring substitute goods or services, personal injury, property damage, unauthorized access to servers, server unavailability, regardless of whether Freebird was aware of the possibility of such damages. You acknowledge and agree that Freebird relied on these limitations when entering into this Agreement.

GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

Choice of Law. This Agreement and the rights of the parties hereunder will be governed by and interpreted in accordance with the laws of Hong Kong, excluding any conflicts or choice of law rules. The parties agree that any dispute, claim, or legal action arising out of or in connection with this Agreement shall be resolved in a court located in Hong Kong. The parties consent to the jurisdiction of such court over them and the resolution of any dispute, claim, or legal action. The parties acknowledge that this Agreement involves a transaction that falls under interstate commerce.

Dispute Resolution. Before initiating any legal claim or action (except for equitable relief or non-payment of fees under this Agreement), the parties agree to refer any dispute, controversy, or claim arising from or related to this Agreement (collectively referred to as “Claim”) to designated members of their executive management (each referred to as a “Representative”) for resolution. The referral of a Claim shall be initiated by written notice from either party to the other (referred to as the “Referral”). The Representatives of both parties shall meet within ten (10) business days of the Referral, either in person or via conference call. If the parties do not reach a mutually agreeable resolution of the Claim within ten (10) business days after their initial meeting, or within an additional mutually agreed-upon timeframe, either party may request that the Claim be submitted to a mediator chosen by both parties. The mediator will assist in negotiating a resolution of the Claim. The mediation process will be non-binding unless agreed otherwise by the parties. Unless otherwise agreed by the mediator and the parties, the mediation will be scheduled within twenty-one (21) days of the mediation request. The parties must attend the mediation in good faith and make genuine efforts to resolve the Claim. Any information or documents disclosed by a party during this process must be kept confidential and used solely for attempting to resolve the Claim. Each party will bear its own costs related to complying with this Section 5.2, and the parties will share the cost of the mediator equally.

MISCELLANEOUS

Independent Contractors. You acknowledge and agree that You and Freebird are independent contractors and not agents or employees of each other. Neither You nor Freebird has the authority to act or create obligations, express or implied, on behalf of the other party.

Force Majeure. Neither party will be liable for any failure or delay in performing its obligations (except for payment obligations) resulting from conditions beyond its reasonable control, including but not limited to governmental actions, acts of terrorism, natural disasters, earthquakes, fires, floods, or other acts of God, labor conditions, power failures, and Internet disruptions.

Consent to Do Business Electronically. You agree not to dispute the authorization, validity, enforceability of electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law.

Compliance with Laws and Export Control. You must adhere to all applicable local, state, national, and international laws, rules, treaties, and regulations when using the Service provided by Freebird. This includes compliance with data privacy laws, regulations on international communications, and the transmission of personal or technical data. You acknowledge that Freebird may discontinue offering the Service or terminate your license if changes in relevant laws make it impractical or unlawful to continue. Furthermore, you understand that the Service, as well as the associated technology and technical data (referred to as “Controlled Technology”), may be subject to import and export laws of countries where Controlled Technology is imported or re-exported, including the U.S. Export Administration Regulations. You agree not to export, re-export, import, or provide any Controlled Technology to prohibited countries, entities, or individuals requiring a license or governmental approval, or where such actions are prohibited. It is strictly prohibited to export or re-export Controlled Technology to countries listed on the prohibited list available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or to countries subject to similar trade sanctions.

Equitable Relief. You acknowledge that any violation of the terms and obligations outlined in this Agreement would cause irreparable harm and significant damage to Freebird, which would be challenging to quantify and for which legal remedies would be inadequate. Therefore, in addition to any other rights and remedies available, Freebird is entitled to seek injunctive relief, specific performance, and other equitable remedies without the need to post a bond. These remedies aim to prevent any threatened, ongoing, or future breach and do not prejudice any other rights and remedies available to Freebird under this Agreement.

Entire Agreement. This Agreement constitutes the entire agreement between you and Freebird concerning the subject matter and supersedes all prior oral and written agreements. Freebird reserves the right to update this Agreement at any time without prior notice. Any modifications to the Agreement will be published on the Freebird website, and you can verify the “Last Updated” section at the top of the first page to determine the latest revision date. Unless otherwise specified in the amended version, any changes to the Agreement are effective immediately upon posting. By continuing to use the Service, you agree to be bound by any new provisions introduced in the revised Agreement.

Waiver; Severability. The failure of either party to enforce any provision of this Agreement does not imply a waiver of the right to enforce that provision. If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable, the remaining terms and provisions shall remain in full force and effect. The invalid, illegal, or unenforceable term or provision shall be considered null and void and shall not be considered part of this Agreement.

Publicity. By accepting this Agreement, you consent to the inclusion of your name, trademarks, or service marks in Freebird’s customer lists that may be published for marketing and promotional purposes. Freebird may identify you as a customer when referencing lists of its customers.

Assignment. You are prohibited from assigning, transferring, or selling your rights or obligations under this Agreement without obtaining the prior written consent of Freebird. Any purported assignment without Freebird’s consent shall be invalid and constitute a breach of this Agreement. However, Freebird retains the right to assign this Agreement or delegate/subcontract its obligations at any time.

Survival. The provisions of this Agreement shall survive the expiration or termination of this Agreement. This includes provisions concerning the ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and the interpretation of this Agreement. These provisions shall remain in effect for their full statutory duration, even after the expiration or termination of this Agreement for their full statutory period.

Exhibit A.

The terms “Controller,” “Data Subject,” “Personal Data,” “Processing,” “Processor,” “Sensitive Data,” “Subprocessor,” and “Supervisory Authority” have the meanings set out in the GDPR.

PROCESSING OF PERSONAL DATA

The parties agree that Customer is the Controller and Freebird is the Processor with respect to the Processing of Customer Personal Data. Freebird may engage Subprocessors as required by this DPA.

By entering into this DPA, Customer instructs Freebird to Process Customer Personal Data only in accordance with Applicable Data Protection Laws and the instructions provided by Customer, as documented in the Agreement, this DPA, and any other written instructions acknowledged by Freebird.

Freebird Limited is responsible for maintaining the confidentiality of customer personal data and processing it only according to the documented instructions provided by the customer. This includes complying with applicable data protection laws and regulations, especially regarding transfers of personal data to third countries. If Freebird Limited believes that any customer instruction violates data protection laws or if it is legally required to process personal data in a manner that contradicts the instructions, it will promptly inform the customer. However, Freebird Limited is not obligated to follow instructions that would violate data protection laws.

The processing of customer personal data by Freebird Limited is focused on providing the service as outlined in the agreement. The processing duration, nature, and purpose, as well as the types of personal data and categories of individuals involved, are all defined in the agreement.

Rights of data subjects:

If Freebird Limited receives a request from a data subject to exercise their rights (such as access, rectification, restriction, erasure, data portability, objection, or automated decision-making), it will promptly notify the customer. Freebird Limited will assist the customer, to the extent possible, in fulfilling its obligations in responding to data subject requests. The customer will be responsible for any costs arising from this assistance. Freebird Limited personnel:

Freebird Limited ensures that its personnel involved in processing customer personal data are aware of the confidential nature of the data and have signed confidentiality agreements. Freebird Limited takes reasonable steps to ensure the reliability of its personnel involved in processing customer personal data. Access to customer personal data by Freebird Limited is restricted to personnel directly involved in providing the service as outlined in the agreement. Subprocessors:

Freebird Limited may engage subprocessors to assist in fulfilling its obligations under the agreement, and it will inform the customer about any intended changes regarding subprocessors. The customer has the opportunity to object to these changes. Freebird Limited will enter into a contract with subprocessors that imposes obligations on them that are at least as stringent as Freebird Limited’s obligations under this data processing agreement. Freebird Limited will be liable for the acts and omissions of its subprocessors, similar to its own liability under the agreement, except as specified in the agreement. Customer obligations:

The customer agrees to process personal data in accordance with applicable data protection laws and ensures that its instructions for processing personal data comply with these laws. The customer is responsible for the accuracy, quality, legality, and acquisition of personal data. Unless specified otherwise, the personal data provided to Freebird Limited for processing primarily consists of traffic data. If the customer intends to disclose personal data other than traffic data to Freebird Limited, it must notify Freebird Limited in advance and ensure that the data is encrypted according to industry best practices. The customer should not provide Freebird Limited with high-risk or sensitive data, and if it does, it must comply with applicable data protection laws and take necessary security measures. The customer accepts liability for any breaches of these responsibilities. The customer warrants that it has a lawful basis for providing personal data to Freebird Limited and must notify Freebird Limited immediately if it discovers it lacks a lawful basis. The customer will indemnify and hold Freebird Limited harmless for any losses, damages, or costs resulting from the customer’s disclosure of personal data or Freebird Limited’s processing of that data. Security:

Both Freebird Limited and the customer will implement technical and organizational measures appropriate to the risk associated with the processing of personal data to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Personal data provided by the customer will be isolated from data of other customers.

Rights of data subjects:

Freebird Limited will assist the customer, to the extent possible, in fulfilling its obligations in responding to data subject requests. The customer will be responsible for any costs arising from this assistance.

Freebird Limited personnel:

Freebird Limited ensures that its personnel involved in processing customer personal data are aware of the confidential nature of the data and have signed confidentiality agreements.

Freebird Limited takes reasonable steps to ensure the reliability of its personnel involved in processing customer personal data.

Access to customer personal data by Freebird Limited is restricted to personnel directly involved in providing the service as outlined in the agreement.

Subprocessors:

Freebird Limited will enter into a contract with subprocessors that imposes obligations on them that are at least as stringent as Freebird Limited’s obligations under this data processing agreement.

Freebird Limited will be liable for the acts and omissions of its subprocessors, similar to its own liability under the agreement, except as specified in the agreement.

Customer obligations:

Unless specified otherwise, the personal data provided to Freebird Limited for processing primarily consists of traffic data.

If the customer intends to disclose personal data other than traffic data to Freebird Limited, it must notify Freebird Limited in advance and ensure that the data is encrypted according to industry best practices.

The customer should not provide Freebird Limited with high-risk or sensitive data, and if it does, it must comply with applicable data protection laws and take necessary security measures. The customer accepts liability for any breaches of these responsibilities.

The customer warrants that it has a lawful basis for providing personal data to Freebird Limited and must notify Freebird Limited immediately if it discovers it lacks a lawful basis. The customer will indemnify and hold Freebird Limited harmless for any losses, damages, or costs resulting from the customer’s disclosure of personal data or Freebird Limited’s processing of that data.

Security:

PERSONAL DATA BREACH

Freebird Limited shall take the following actions in the event of any Breach: (a) Freebird Limited shall notify the Customer about any Breach without undue delay, and in any event within seventy-two (72) hours, after becoming aware of it; (b) take all actions as may be required of a Processor by Applicable Data Protection Law, and more generally provide Customer with reasonable assistance in relation to Customer’s obligations to notify any Supervisory Authority of the Breach and to the Data Subjects as the case may be; (c) maintain any records relating to the Breach, including the results of its own investigations and authorities’ investigations; (d) cooperate with the Customer and take reasonable measures as necessary to prevent the Breach from occurring again; and (e) where Customer reasonably determines that a Breach notification is required under Applicable Data Protection Laws and to the extent the Breach was directly caused by Freebird Limited’s breach of Applicable Data Protection Laws, Freebird Limited shall, as its sole liability and Customer’s sole remedy under this DPA, reimburse Customer for the direct, verifiable, necessary and reasonably incurred third-party costs of the Customer in the (i) investigation of such Breach, (ii) preparation and mailing of notices to such Data Subjects and any Supervisory Authority as required by the GDPR and (iii) mitigation of any adverse effects of such infringement on a Data Subject.

AUDITS

Upon not less than thirty (30) days prior written notice by Customer, and not more than once in any twelve (12) month period, Freebird Limited shall permit Customer and/or its authorized agents to audit its written records to the extent reasonably required in order to confirm that Freebird Limited is complying with its obligations under this DPA or any Applicable Data Protection Law.

RETENTION AND DELETION OF CUSTOMER PERSONAL DATA

At the Customer’s written election, Freebird Limited shall delete or return all Customer Personal Data, and, in any event, shall delete all copies of Customer Personal Data within ninety (90) days after Freebird Limited’s completion of the applicable Service, or unless otherwise required by Applicable Data Protection Law.

AUTHORIZED AFFILIATES

4.1 Contractual Relationship

The parties acknowledge and agree that, by executing the Agreement, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates.

4.2 Customer’s Coordination and Communication

Customer shall remain responsible for coordinating all communication with Freebird Limited under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

4.3 Rights of Authorized Affiliates

Except where Applicable Data Protection Laws require an Authorized Affiliate to exercise a right or seek any remedy under this DPA against Freebird Limited directly by itself, the parties agree that Customer shall (a) exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (b) exercise any such rights under this DPA in a combined manner for all of its Authorized Affiliates together.

INDEMNITY; LIMITATION OF LIABILITY

In the event that a Data Subject asserts a claim against one or both parties based on an alleged infringement of the GDPR, each party will independently handle the defense of such claim (or its portion) at its own expense and will bear sole responsibility for any costs, expenses, and liabilities associated with the claim. This includes legal fees and any court-awarded amounts or settlements. However, if both parties are liable for a portion of the damages suffered by a Data Subject in the same incident or series of incidents, and the Data Subject has received full compensation from only one party (referred to as the “Compensating Party”) as per Article 82(4) of the GDPR, then the Compensating Party has the right to seek reimbursement from the other party for the portion of compensation corresponding to the damage caused by that party.

Limitation of Liability: It is clarified that neither party shall be held liable to the other party for any damages resulting from the other party’s infringement of the GDPR. For example, if a Supervisory Authority imposes fines, penalties, or sanctions on a party (referred to as the “Infringing Party”), the non-infringing party is not required to indemnify or hold the Infringing Party harmless, and the Infringing Party cannot seek indemnification, contribution, or other recovery from the non-infringing party in connection with such fines, penalties, or sanctions.