Terms & Conditions

GLIC WORK LTD. T/A PRODIGY  – END-USER LICENSE AGREEMENT

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF THE PRODUCT AND SOFTWARE.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

This End-User License Agreement (“Agreement”) is made by and between GLIC WORK LTD. T/A PRODIGY , an entity incorporated in Ireland under the laws of Ireland, with company number 580127 and having its registered address at Cavan Digital Hub, Dublin Road, Cavan, Ireland H12 PD82 (“Glic Tech”), and you, {{OPPORTUNITY_ACCOUNT}} (“Customer”). Glic Tech and Customer may be referred to in this Agreement individually as a “party” or collectively as the “parties”.

The following Exhibits are also included:

Exhibit A – Pricing and Entitlements

Exhibit B – Data Processing Addendum

1. DEFINITIONS

1.1 “Affiliate” means a company other than Customer that (i) of which Customer owns at least 51% of the outstanding equity, or controls and owns at least 25% of the outstanding equity; or (ii) owns at least 51% of the outstanding equity of the Customer

1.2 .“Confidential Information” means the fact that the Parties have entered this Agreement, and any and all documents and other information (including that furnished in anticipation of this Agreement) in whatever form (including but, without limitation written, oral, visual and electronic forms) relating to a Party, its business or this Agreement (including but not limited to ideas, discoveries, inventions, specifications, formulae, computer programmes and systems, drawings, patents, designs, configurations, models, requirements, standards, processes, operations, agent and customer information, customer feedback and comments, products, services, sales, marketing and business plans, forecasts, analysis, studies, memoranda, reports, financial/commercial/marketing/technical/organisational or trading information, trade or manufacturing secrets, and all intellectual and industrial property rights and know how belonging to that Party), which is directly or indirectly disclosed by the Party to the other Party before or after the date of this Agreement or which is learned by a Party through observations made during visits to any premises of the other Party or its agents. All Software (as well as software in source code, if provided) and accompanying documentation and information of Glic Tech shall be deemed “Confidential Information” of Glic Tech regardless of whether it is marked as such.

Confidential Information does not include information that

(a)  becomes publicly available without a breach of this Agreement,

(b)  the receiving party received lawfully from another source without a confidentiality obligation,

is independently developed.

1.3 “Customer Data” means all data, including all text, sound, software, image or video files that are provided to Glic

Tech by, or on behalf of, Customer and its Affiliates through use of the Product.

1.4 “Fixes”.  Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Glic Tech provides with the Fix will apply.

1.5 “Permitted User” means the business purposes of Customer and shall exclude any commercial exploitation or

resale of the Product by Customer.

1.6 “Intellectual Property Rights” means any rights of any nature to any trademarks, service marks, tradenames,

logos (whether registered or not), patents, inventions, registered and unregistered design rights, copyrights (including rights in computer software), typography rights, rights of extraction relating to data bases, data base rights and all other similar proprietary rights which may subsist in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registration in relation to the Software.

1.7 “License Term Period” means the period within which the license granted to Customer, being more particularly

the period set forth in Exhibit A.

1.8 “Product” means all products provided by Glic Tech, such as all Software, online services and other web-based services, including pre-release or beta versions.  Product availability may vary by region.

1.9 “Software” means any Glic Tech software programmes in object code including any maintenance releases and upgrades provided to Customer by Glic Tech pursuant to this Agreement, and any associated documentation. Software does not include any Third-Party Software.

1.10 “Third Party Software” means the software owned or licensed by third parties and distributed by Glic Tech to

Customer along with the Software pursuant to this Agreement, as described in Exhibit A.

1.11 “Upgrade” means copies of any version of the Software containing functional enhancements, modifications or extensions that is generally made available to Glic Tech’s customers. Upgrades will not include, any release reasonably designated by Glic Tech as a new product.

2. LICENSE

2.1 Grant. Subject to the terms and conditions of this Agreement, Glic Tech hereby grants to Customer a nonexclusive, nontransferable license, without the right to sublicense, to use the Product for the License Period, for internal business use, solely for the purpose of the Permitted User.

2.2 Multiple. The license shall include the number of additional copies of the Software under this license, as shall be specified in Exhibit A.

2.3 Limitations. Customer shall not itself, or through any parent, subsidiary, affiliate, agent or third party:

1. reproduce, distribute or prepare derivative works of the Software;
2. use the Software other than in conjunction with Permitted User;
3. transfer, sell, lease, distribute, license or sublicense the Software;
4. decompile, disassemble, or reverse engineer the Software, in whole or in part;
5. write or develop any derivative software or any other software programme derived from the Software or using any Glic Tech Confidential Information; or
6. export the Product, or part

2.4 Third Party Software. Any Third-Party Software provided by Glic Tech to the Customer hereunder is governed solely by the license granted by such third party to Customer. Copies of such licenses shall be provided by Glic Tech to Customer on written request of Customer.

2.5 Ownership. As between Customer and Glic Tech, Glic Tech shall retain all right, title and interest in and to the Software and all improvements, derivative works, and modifications thereto, including without limitation all copyrights, patents, designs, database rights and other intellectual property rights fixed or embodied in any of the foregoing. The Product and the Software, all embodiments thereof (including, without limitation, all software, hardware, information, data, documentation, materials, processes, designs, formats, methodologies, algorithms, tools, and other technology), all other inventions, conceptions, developments, discoveries, or works of authorship included therein or relating thereto, and all updates, upgrades, enhancements, modifications, derivatives, improvements, and translations thereto, thereof or thereon, that are authored, created, made, developed, conceived, obtained, reduced to practice, or learned by either party, and all Intellectual Property Rights therein and relating thereto, will be the sole and exclusive property of Glic Tech.

2.6 Except as expressly granted herein, no rights, express or implied, are granted to Customer for the Software and Glic Tech and any third-party licensor of the Third-Party Software expressly reserves all other rights in the Software or the Third-Party Software.

3. PAYMENTS.

3.1 Fees.   Customer shall pay Glic Tech the license fees set forth in Exhibit A, all in accordance with the payment dates set forth therein.

3.2 Late Payments.   Time is of the essence for Customer to make all payments due hereunder.   In addition to any other remedies available to Glic Tech, Customer shall pay a late fee of 5% of the total amount outstanding at the end of each month per month for any late payments.

3.3 Taxes.   All charges and fees set forth in this Agreement are exclusive of any taxes, (including federal, state, dominion, provincial, or local sales, withholding or any other tax) duties, or similar charges impose by any government or taxing authority, which shall be paid or reimbursed to Glic Tech by the Customer.

3.4 Audit Rights.  Glic Tech or its agent may at any time, upon Customer’s consent (which Customer will not unreasonably withhold), audit Customer’s use of the Software in order to verify compliance with the terms of this Agreement.

4. WARRANTIES AND DISCLAIMER.

4.1 Software.  Glic Tech warrants that each version of the Software will perform substantially in accordance with any applicable Product documentation. If it does not, and Customer notifies Glic Tech within the warranty term, then Glic Tech will, at its option,

(a)  return the price Customer paid for the Software license or

(b)  repair or replace the Software.

4.2 The remedies above are Customer’s sole remedies for breach of the warranties in this section. Customer waives

any breach of warranty claims not made during the warranty period.

4.3 Other Warranties.  Glic Tech also warrants, represents and undertakes that:

(a)   it has the full capacity and authority and all necessary licenses, permits and consents to enter into and perform its obligations under this Agreement. In addition, Glic Tech, knows of no reason, as at the date of this Agreement, why it cannot fulfil its obligations under the Agreement;

4.4 Limitations.  The foregoing warranty does not extend to problems in the Software that result from: (i) Customer’s failure to implement all Fixes to the Software which are provided by Glic Tech; (ii) any use of the Software in  a manner not authorized under this Agreement; (iii) negligence on the part of Customers, its employees, contractors, or consultants; or (iv) any use of the Software on a non-supported platform or with other software, hardware or products directly inconsistent with the documentation provided by Glic Tech.

4.5 Restrictions.   Customer must not (and is not licensed to): (1) reverse engineer, decompile or disassemble any Product or Fix, or attempt to do so; (2) install or use non Glic Tech software or technology in any way that would subject Glic Tech’s intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Except as expressly permitted in this Agreement, Customer must not (and is not licensed to): (1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (2) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services to a third party.

4.6 Disclaimer. EXCEPT AS EXPRESSLY STATED HEREIN, THE SOFTWARE AND PRODUCT PROVIDED WITHOUT WARRANTY OF ANY KIND.  GLIC TECH, AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAI ALL ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  GLIC TECH DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT ERROR, OR INTERRUPTION.

4.7 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY (OR ITS SUPPLIERS OR LICENSORS) BE LIABLE TO OTHER PARTY, CUSTOMER’S END USER CUSTOMERS OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF THAT PARTY(OR ITS SUPPLIERS OR LICENSORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL EITHER PARTY AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO GLIC TECH DURING THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

5. INDEMNIFICATION.

5.1 Infringement by Glic Tech.  Glic Tech will indemnify and hold harmless the Customer against any and all claims, demands, actions, damages, costs and expenses, or liability of whatever nature or kind incurred (including the legal and management costs of defending such an action and fines, penalties and forfeitures imposed in connection with any proceedings against the Customer) arising on foot of any action or allegation brought against Customer that the Software infringes any copyright or trade secret of any third party and Glic Tech will defend and handle at its own expense any such action or allegation. If any portion of the Software is held, or in Glic Tech’s opinion is likely to be held, to infringe or misappropriate a third party’s intellectual property rights, then Glic Tech may at its sole option and expense: (a) procure for Customer the right to continue using the Software; (b) replace the Software with non- infringing software; or (c) if neither of the foregoing is reasonably practicable, terminate this Agreement and refund to Customer the amounts paid for the Software. The foregoing obligations will not apply to the extent the infringement: (a) arises as a result of modifications to the Software made by any party other than Glic Tech or Glic Tech’s authorized representative; (b) is due to the use of the Software in conjunction or combination with the Permitted User or any other technology, where such infringement would not have occurred without such combination or; (c) would not have occurred if all Upgrades supplied by Glic Tech at no additional charge during the subsistence of the Agreement had been implemented by Customer.

5.2 Infringement by Customer. Customer will indemnify and hold harmless Glic Tech against any and all claims, demands, actions, damages, costs and expenses, or liability of whatever nature or kind incurred (including the legal and management costs of defending such an action and fines, penalties and forfeitures imposed in connection with any proceedings against Glic Tech) arising on foot of third party alleging that the Customer Data, or Company’s use of the Product or Software in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Glic Tech“), and shall indemnify Glic Tech for any damages, attorney fees and costs finally awarded against Glic Tech as a result of, or for any amounts paid by Glic Tech under a court-approved settlement of, a Claim Against Glic Tech.

5.3 Limitation.   This Section 5 states the entire liability of the parties with respect to infringement of any intellectual property or proprietary right.

5.4 Indemnification Requirements. In the event of any claim for indemnification, the indemnified party shall give prompt written notice to the indemnifying party of any such claim, action or allegation of infringement and gives the indemnifying party the authority to proceed as contemplated herein. The indemnifying party will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion, and the indemnifying party may not settle or compromise such claim, action or allegation, except with prior written consent of the indemnified party. The indemnified party shall give such assistance and information as indemnifying party may reasonably require, to defend or settle such claims.

6. CONFIDENTIAL INFORMATION.

6.1 Non-Disclosure.  The Parties agree: (a) to use each other’s Confidential Information solely in accordance with the provisions of this Agreement; and (b) not to disclose, or permit to be disclosed, either directly or indirectly, Confidential Information to any third party without the other’s prior written consent. Each Party may disclose Confidential Information only to those employees on a need-to-know basis, provided that such employee is bound in writing by substantially similar confidentiality terms.  Each Party shall safeguard the Confidential Information of the other Party using the same measures it uses to protect its own Confidential Information, but in no event shall either Party use less than reasonable care. Notwithstanding the foregoing, neither Party to this Agreement bears responsibility for safeguarding information that is: (i) publicly available not as a result or any breach of confidentiality by the receiving party; (ii) obtained from third parties not under confidentiality restrictions; (iii) proven to be in the possession of the receiving party at the time of disclosure; or (iv) upon notice to the disclosing party by the receiving party, required to be disclosed by order of a court or other governmental entity.

6.2 Remedy.  If a Party breaches, or threatens to breach the provisions of Section 6.1 above, the Parties agree that the non-breaching Party would be entitled to immediate injunctive and other equitable relief, without the necessity of posting a bond.

7. TERM AND TERMINATION.

7.1 Term. this Agreement will take effect on the Effective Date and will remain in force for the License Period, unless and until terminated as set forth below.

7.2 Breach.  A Party may terminate this Agreement if the other Party defaults in the performance of any of its material obligations (including payment of fees) hereunder, and such default is not cured within thirty (30) days written notice thereof from the non-breaching Party, or if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.

7.3 Survival.   Any termination will become effective immediately or on the date set forth in the written notice of termination.   Termination of this Agreement will not affect the provisions that expressly or by implication survives termination. In particular, Section 6 will survive termination of the Agreement for any reason.   Without limiting the foregoing, all licenses granted hereunder shall terminate immediately upon the termination of this Agreement.

8. GENERAL.

8.1 Exhibits.  The following Exhibits are attached hereto and incorporated herein by this reference:

Exhibit A – Pricing and Entitlements

Exhibit B – Data Processing Addendum

8.2 Governing Law and Jurisdiction.  This Agreement shall be governed by the laws of Ireland, without giving effect to the principles of conflicts of laws thereof. Any claim or dispute between the parties arising out of or relating to the provisions of this Agreement or the interpretation thereof (a “Dispute”) shall be subject to the jurisdiction of the Courts of Ireland.

8.3 Assignments.  Glic Tech may assign this Agreement, together with all rights and obligations, only upon notice to the other Party. Customer may not assign without prior written consent. Consent shall not be required for any transfer to an Affiliate of Customer.

8.4 Notices.  All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered properly given or made if hand delivered, mailed first class mail, postage prepaid, sent by prepaid telegram (or telex or other facsimile transmission) or sent by express overnight courier service at the addresses first written above or to such other address as any such Party may have designated by like notice forwarded to the other Party hereto.  All notices shall be deemed given when received.

8.5 Data Processing.  The Parties agree to comply with will comply with all provisions of Exhibit 2 attached hereto, regarding data protection and privacy.

8.6 No Partnership.   Nothing contained in this Agreement shall be construed to give the other Party the power to direct and control the day-to-day activities of the other, or be construed to form any agency, partnership or joint venture between the parties.

8.7 Third Party Beneficiary.  No other party except Glic Tech and Customer shall be construed as a third-party beneficiary or in privity to enforce the provisions of this Agreement at law or in equity.

8.8 Force Majeure.  Neither party shall be held responsible for any delay or failure in performance hereunder (other than failure to make payments) caused in whole or in part by force majeure.

8.9 Entire Agreement. This Agreement (including all Exhibits and other attachments hereto, which are hereby incorporated by reference) constitutes the entire, final, complete agreement between the Parties with respect to the transaction contemplated hereby and supersedes any prior negotiations, understanding or agreements whether oral or in writing, concerning the subject matter hereof and may not in any way be modified, changed or amended except by a written instrument signed by both Parties.   The headings and captions contained in this Agreement are for convenience only. No party has relied on any representation or warranty of the other party not expressly set out herein. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof.  Any waiver (express or implied) by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.   If any provision of this Agreement is held to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and if no feasible interpretation will save such provision, it shall be severed from this Agreement, and the remaining provisions remain in full force and effect.

Exhibit A – Pricing and Entitlements

Exhibit B – Data Processing Addendum

THIS ADDENDUM SETS OUT THE ADDITIONAL TERMS AND CONDITIONS ON WHICH GLIC TECH WILL PROCESS PERSONAL DATA WHEN PROVIDING THE PRODUCT AND SOFTWARE UNDER THE AGREEMENT.

THIS ADDENDUM CONTAINS THE MANDATORY CLAUSES REQUIRED BY ARTICLE 28(3) OF THE GENERAL DATA PROTECTION REGULATION (EU) 2016/679 (“GDPR”) FOR CONTRACTS BETWEEN CONTROLLERS AND PROCESSORS

AGREED TERMS

1. Definitions. Capitalised terms not defined in this Addendum shall refer to the corresponding definitions in the

GDPR.

2. In General. Notwithstanding anything to the contrary in Section 3,

2.1. Glic Tech will not disclose to any third party nor use any Personal Data or any other information that could be used to identify an individual (collectively, “Personal Identifiable Information”) except as expressly required in the Agreement, this Addendum or Customer’s written instructions, and as long as such disclosure and use is in compliance with applicable law;

2.2. such restrictions on the disclosure and use of Personal Identifiable Information will remain in place for as long as such restrictions are required under applicable law; and

2.3. Customer’s use and disclosure of Personal Identifiable Information will be in accordance with applicable laws and regulations and the relevant consent documents.

3. EU Data Protection. Without limiting the generality of Section 2, to the extent that Glic Tech Processes Personal Data within the scope of the GDPR as a result of providing the Product and the Software, Customer will act as the Controller and Glic Tech will serve as Customer’s Processor in respect of that Personal Data as further described below:

Subject matter and duration of the Processing of Company Personal Data

The subject matter and duration of the Processing of the Company Personal Data are set out in the

Agreement and this Exhibit.

The nature and purpose of the Processing of Company Personal Data

The types of Company Personal Data to be Processed

The categories of Data Subject to whom the Company Personal Data relates

The obligations and rights of Glic Tech

The obligations and rights of Glic Tech are set out in the Agreement and this Exhibit. In connection with such Processing, Glic Tech must:

3.1. Process Personal Data solely for the purposes of providing the Product and the Software and in accordance with Customer’s written instructions and not for any other purpose or in any other manner, unless required to do so by Union or Member State law to which the Glic Tech is subject. If Glic Tech is required to Process the Personal Data other than in accordance with Customer’s written instructions by EU or EU Member State law to which Glic Tech is subject, Glic Tech must, unless prohibited by applicable law on important grounds of public interest, promptly (and in no event more than twenty-four (24) hours after receipt of such information) notify Customer in writing of that legal requirement before Processing such Personal Data;

3.2. immediately notify Customer if Glic Tech is unable for any reason to ensure its compliance with any duties stipulated by the applicable data protection legislation, this Addendum, the Agreement or Customer’s written instructions. If so notified, Customer may suspend the Processing of the Personal Data;

3.3. ensure that all Glic Tech personnel that Process Personal Data are subject to confidentiality and non-use obligations expressly covering the Personal Data;

3.4. not subcontract Processing except where all of the following conditions are met:

(a)        Glic Tech considers the subcontractor to be competent to provide Processing services in compliance with this Addendum and applicable law;

(b)        Such subcontractor is bound by a written agreement with Glic Tech to obligations that are no less onerous than the obligations set out in this Addendum;

(c)        Where the subcontractor fails to fulfil its data protection obligations, Glic Tech remains primarily liable to Customer for the performance of such subcontractor; and

(d)        Such subcontractor’s provision of services, including the subprocessing of Personal Data, is periodically audited by Glic Tech for continuing compliance with the obligations set out in this Addendum.

(e)        Glic Tech inform Customer of any intended changes concerning the addition or replacement of other processors.

Customer hereby generally authorises the subcontracting of Processing by Glic Tech on the terms set out in this clause 3.4.

3.5. not otherwise disclose or transfer Personal Data to any third party without Customer’s prior written agreement except where such disclosure or transfer is required by applicable EU or Member State law to which the Glic Tech is subject, in which case Glic Tech will, unless prohibited by applicable law, immediately (and no later than twenty-four (24) hours after receipt of such information) notify Customer in writing of that legal requirement before complying with such requirement.  To the extent permitted by applicable EU or EU Member State law, Glic Tech will comply with the written directions of Customer, limit the nature and scope of the requested disclosure, and disclose the minimum Personal Data necessary;

   3.6. notify Customer in writing via email:

(a)        promptly within receiving information of a Personal Data Breach and as part of such notification describe the nature of the incident and, where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned, and provide information regarding the possible effects of such Personal Data Breach upon Customer and the applicable Data Subjects. In no case will Glic Tech delay notification because of insufficient information but instead, Glic Tech will provide and supplement notifications as information becomes available;

(b)        promptly and in any event within 3 business days of any complaint or request from a data protection authority; and

(c)        promptly and in any event within 3 business days of any complaint by a Data Subject or request to Glic Tech by a Data Subject to exercise rights such as to access, rectify, amend, correct, share, delete or cease Processing his or her Personal Data;

3.7. in cooperation with Customer, use diligent efforts to promptly investigate, and provide all assistance to necessary for Customer to meet its obligations in respect of:

(a)        any Personal Data Breach and take all necessary and appropriate corrective action (including taking such action requested by Customer) to remediate and prevent a recurrence of such breach;

(b)        any complaint or request from a data protection authority; and

(c)        any complaint by a Data Subject or request by a Data Subject to exercise rights such as to access, rectify, amend, correct, share, delete or cease processing his or her Personal Data, and assist Customer to meet its obligations to respond to such requests,

save that Glic Tech must not contact Data Subjects or data protection authorities in relation to such Personal Data Breaches, requests or complaints unless instructed by Customer;

3.8. unless otherwise required by EU or EU Member State law, upon expiration or termination of the Agreement, return or safely destroy (as instructed by Customer in writing) all Personal Data that Glic Tech obtained in connection with providing the Product and the Software, including all originals and copies of such Personal Data in any medium, and any materials derived from or incorporating such Personal Data. Glic Tech will promptly notify Customer in writing once all such information has been returned or destroyed (as applicable in accordance with Customer’s written instructions).  Where continued storage is required by EU or EU Member State law, Glic Tech will inform Customer of those requirements.

3.9. after reasonable notice by Customer to Glic Tech, Glic Tech will (i) make available to Customer or its designees all information necessary to demonstrate compliance with the obligations in this Addendum; and/or (ii) allow Customer employees or designees, or representatives of regulatory agencies, during normal business hours, to audit Glic Tech’s compliance with the terms of this Addendum, including by carrying out inspections;

3.10. immediately inform Customer if, in the reasonable judgment of Glic Tech, a written instruction of Customer regarding Processing Personal Data is in violation of applicable data protection laws;

3.11. ensure that transfers of Personal Data outside of the European Economic Area or European Union are made only in compliance with the GDPR, including by making such a transfer (i) to a jurisdiction deemed by the European Commission to have an adequate level of protection; (ii) subject to contractual provisions approved by the European Commission, including, as applicable, the appropriate Standard Contractual Clauses; or (iii) pursuant to a framework deemed adequate and approved by the European Commission;

3.12. take all measures required pursuant to Article 32 of the GDPR (Security of Processing) including encryption of Personal Data in transit using industry standard encryption mechanisms; and

3.13. assist Customer to ensure its compliance with its obligations pursuant to Articles 32 to 36 of the GDPR

taking into account the nature of Processing and the information available to Glic Tech.

4. Liability. Clause 4.7 of the Agreement shall apply in respect of this Addendum.

5. Order of Precedence between the Agreement and the Addendum. In the event of any conflict between the

Agreement and this Addendum, the terms and conditions of this Addendum shall control.

6. Term. This Addendum becomes effective upon execution and will remain in force for as long as Glic Tech

Processes Personal Data as Customer’s Processor under the Agreement.