Data Protection Agreement

This Data Protection Agreement (the “DPA”) becomes effective on May 25, 2018.
The Customer shall make available to the Company and the Customer authorizes the Company to process
information including Personal Data for the provision of the Services under the Agreement. The parties have
agreed to enter into this DPA to confirm the data protection provisions relating to their relationship and so as
to meet the requirements of the applicable Data Protection Law.

1. Definitions
1.1. For the purposes of this DPA:
“Personal Data” means any information relating to an identified or identifiable natural person (‘data
subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, an identification number, location data, an online identifier or to
one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social
identity of that natural person;
“Data Protection Law” mean all applicable laws, regulations, and other legal requirements relating to (a)
privacy, data security, consumer protection, marketing, promotion, and text messaging, email, and other
communications; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and
other processing of any Personal Data.;
“the Company Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under
common control with the Company. “Control,” for purposes of this definition, means direct or indirect
ownership or control of more than 50% of the voting interests of the subject entity;
“Services” means any of the following services provided by the Company: (a) Company-branded product
offerings made available via the website of the Company, (b) consulting or training services provided by
the Company either remotely via the Internet or in person, and (c) any support services provided by the
Company, including access to Company’s help desk;
the terms “data controller”, “data processor”, “data subject”, “personal data”, “processing” and “appropriate
technical and organisational measures” shall have the meanings given to them under applicable Data
Protection Law.

2. Subject Matter, Nature and Purpose of Company’s Processing of Personal Data

2.1. The subject matter, nature and purpose of the processing of Personal Data under this DPA is Company
performance of the Services as further instructed in writing by the Customer in its use of the Services,
unless required to do so otherwise by the Data Protection Law, in which case to the extent permitted by
the Data Protection Law, the Company shall inform the Customer of this legal requirement prior to
carrying out the processing. The Company shall only collect or process Personal Data for the period of
rendering of the Services to the extent, and in such a manner, as is necessary for provision of the Services
and in accordance with the DPA and the Data Protection Law applicable to the Company.

3. Duration
3.1. The processing of Personal Data will be carried out by the Company while Services Account of the
Customer is in existence or as needed for the performance of the obligations and rights between the
Company and the Customer unless otherwise agreed upon in writing.

4. Type of Personal Data Processed

4.1. The Customer may submit Customer Personal Data to the Services, the extent of which is determined
and controlled by the Customer in its sole discretion, and which may include, but is not limited to the
following categories of Personal Data:
• Account Information. When the Customer signs up for a Services Account, it is required certain
information such as the name and email. The Customer may update or correct its information and
email preferences at any time by visiting the Services Account. The Company can provide the
Customer with additional support to access, correct, delete, or modify the information the Customer
 provided to the Company and associated with the Customer’s Services Account. To protect the
security, the Company takes reasonable steps (such as requesting any legal information) to verify the
identity of the Customer before making corrections. The Customer is responsible for maintaining the
secrecy of the password and information of the Customer’s Services Account at all times.
• Additional Profile Information. The Customer may choose to provide additional information as part
of its profile. Profile information helps the Customer to get more from the Services. It’s the
Customer’s choice whether to include sensitive information on its profile.
• Other Information. The Customer may otherwise choose to provide the Company information when
the Customer fills in a form, conducts a search, updates or adds information to its Services Account,
responds to surveys, posts to community forums, participates in promotions, or uses other features of
the Services platform.

3. Company Obligations
3.1. The Company agrees and/or warrants:
(a) to process the Personal Data only on behalf of the Customer and in compliance with its instructions and
the DPA; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the
Customer of its inability to comply, in which case the Customer is entitled to suspend the transfer of data
and/or terminate the Services;
(b) that all Personal Data processed on behalf of the Customer remains the property of the Customer and/or
the relevant Data subjects;
(c) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the
instructions received from the Customer and its obligations under the DPA and that in the event of a
change in this legislation which is likely to have a substantial adverse effect on the warranties and
obligations provided by the DPA, it will promptly notify the change to the Customer as soon as it is aware,
in which case the Customer is entitled to suspend the transfer of data and/or terminate the Services;
(d) that it has implemented the technical and organizational security measures specified in Appendix 1 before
processing the Personal Data transferred;
(e) that it will promptly notify the Customer about:
i. any legally binding request for disclosure of the Personal Data by a law enforcement authority unless
otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a
law enforcement investigation;
ii. any accidental or unauthorized access; and
iii. any request received directly from the data subjects without responding to that request, unless it has
been otherwise authorized to do so;
(f) to deal promptly and properly with all inquiries from the Customer relating to its processing of the
Personal Data subject to the transfer and to abide by the advice of the supervisory authority with regard to
the processing of the data transferred;
(g) at the request of the Customer to submit its data-processing facilities for audit of the processing activities
covered by the DPA;
(h) that, in the event of sub-processing, it has previously informed the Customer and obtained its prior
written consent;
(i) that the processing services by the sub-processor will be carried out in accordance with Section 7;
(j) to appoint a data protection officer, who performs his/her duties in compliance with the Data Protection
Law. The data protection officers contact details are available at the Company web page.
(k) to entrust only such employees with the data processing outlined in this DPA who have been bound to
confidentiality and have previously been familiarized with the data protection provisions relevant to their
work. The Company and any person acting under its authority who has access to Personal Data, shall not
 process that data unless on instructions from the Customer, unless required to do so by the Data
Protection Law;
(l) to monitor periodically the internal processes to ensure that processing within Company area of
responsibility is in accordance with the requirements of the Data Protection Law and the protection of the
rights of the data subject.

5. Customer Obligations
5.1. The Customer agrees and/or warrants:
(a) that the processing, including the transfer itself, of the Personal Data has been and will continue to be
carried out in accordance with the relevant provisions of the Data Protection Law and does not violate the
relevant provisions;
(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the
Company to process the Personal Data transferred only on the Customer’s behalf and in accordance with
the Data Protection Law and the DPA;
(c) that the Company will provide sufficient guarantees in respect of the technical and organizational security
measures specified in Appendix 1 to this DPA;
(d) that after assessment of the requirements of the Data Protection Law, the security measures are
appropriate to protect Personal Data against accidental or unlawful destruction or accidental loss,
alteration, unauthorized disclosure or access, in particular where the processing involves the transmission
of data over a network, and against all other unlawful forms of processing, and that these measures ensure
a level of security appropriate to the risks presented by the processing and the nature of the data to be
protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) to access and use the Services only for legal, authorized, and acceptable purposes. The Customer will not
use (or assist others in using) the Services in ways that: (a) violate, misappropriate, or infringe the rights of
the Company, its users, or others, including privacy, publicity, intellectual property, or other proprietary
rights; (b) are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or
ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate;
(c) involve publishing falsehoods, misrepresentations, or misleading statements; (d) impersonate someone;
(e) involve sending illegal or impermissible communications such as bulk messaging, auto-messaging,
auto-dialing, and the like; or (f) involve any other use of the Services prescribed in this DPA unless
otherwise authorized by the Company;
(g) do not to (or assist others to) access, use, copy, adapt, modify, prepare derivative works based upon,
distribute, license, sublicense, transfer, display, perform, or otherwise exploit the Services platform in
impermissible or unauthorized manners, or in ways that burden, impair, or harm the Company, the
Services platform, systems, other users, or others, including that the Customer will not directly or through
automated means: (a) reverse engineer, alter, modify, create derivative works from, decompile, or extract
code from the Services platform; (b) send, store, or transmit viruses or other harmful computer code
through or onto the Services platform; (c) gain or attempt to gain unauthorized access to the Services
platform or systems; (d) interfere with or disrupt the integrity or performance of the Services platform; (e)
create accounts for the Services platform through unauthorized or automated means; (f) collect the
information of or about other users in any impermissible or unauthorized manner; (g) sell, resell, rent, or
charge for the Services platform; or (h) distribute or make the Services platform available over a network
where it could be used by multiple devices at the same time;
(h) that the Customer is responsible for keeping the Customer’s Services Account safe and secure, and the
Customer will notify the Company promptly of any unauthorized use or security breach of the Customer’s
Account or the Services platform;
(i) that the Company grants the Customer a limited, revocable, non-exclusive, non-sublicensable, and non-
transferable license to use the Services platform. This license is for the sole purpose of enabling the
Customer to use the Services platform, in the manner permitted by this DPA. No licenses or rights are
 granted to the Customer by implication or otherwise, except for the licenses and rights expressly granted
to the Customer.

6. Technical and Organizational Measures

6.1. The Company shall take the appropriate technical and organizational measures to adequately protect
Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or
access to Personal Data, described under Appendix 1. Such measures include but not limited to physical
and IT measures, and organizational measures to:
(a) the prevention of unauthorized persons from gaining access to Personal Data processing systems (physical
access control),
(b) the prevention of Personal Data processing systems from being used without authorization (logical access
control),
(c) ensuring that persons entitled to use a Personal Data processing system gain access only to such Personal
Data as they are entitled to accessing in accordance with their access rights, and that, in the course of
processing or use and after storage, Personal Data cannot be read, copied, modified or deleted without
authorization (data access control),
(d) ensuring that Personal Data cannot be read, copied, modified or deleted without authorization during
electronic transmission, transport or storage on storage media, and that the target entities for any transfer
of Personal Data by means of data transmission facilities can be established and verified (data transfer
control),
(e) ensuring the establishment of an audit trail to document whether and by whom Personal Data have been
entered into, modified in, or removed from Personal Data processing systems (entry control),
(f) ensuring that Personal Data is protected against accidental destruction or loss (availability control).
6.2. The technical and organizational measures are subject to technical progress and further development. In
this respect the Company may implement alternative adequate measure, however, the security level of the
defined measures must never be reduced. Major changes must be documented.

7. Sub-Processors
7.1. The Customer agrees that the Company may engage Company Affiliate or third parties to process
Personal Data in order to assist the Company to deliver the Services on behalf of the Customer (“Sub-
processors”). The Company has or will enter into written agreement with each Sub-processor containing
data protection obligations not less protective than those in this DPA to the extent applicable to the nature
of the Services provided by such Sub-processor. If the Sub-processor processes the Services outside the
EU/EEA, the Company shall ensure that the transfer is made pursuant to European Commission approved
standard contractual clauses for the transfer of Personal Data which the Customer authorizes the
Company to enter into on its behalf, or that other appropriate legal data transfer mechanisms are used.
7.2. The current Sub-processors for the Services are set out at website of the Company (“Sub-processor List”)
and the Customer agrees and approves that the Company has engaged such Sub-processors to process
Personal Data as set out in the list. The Company shall provide notification of a new Sub-processor(s)
before authorizing any new Sub-processor(s) to process Personal Data in connection with the provision of
the applicable Service.
7.3. The Company shall notify the Customer thirty (30) days’ in advance of any intended changes concerning
the addition or replacement of any Sub-processor during which period the Customer may raise objections
to the Sub-processor’s appointment. Any objections must be raised promptly (and in any event no later
than fourteen (14) days following Company’s notification of the intended changes). Should the Company
choose to retain the objected to Sub-processor, the Company will notify the customer at least fourteen
(14) days before authorizing the Sub-processor to process Personal Data and then the Customer may
immediately discontinue using the relevant portion of the Services and may terminate the relevant
portion of the Services.
7.4. For the avoidance of doubt, where any Sub-processor fails to fulfill its obligations under any sub-
processing agreement or under applicable law the Company will remain fully liable to the Customer for
the fulfillment of its obligations under this DPA.

8. Audit
8.1. In order to confirm compliance with this DPA, the Customer shall be at liberty to conduct an audit by
assigning an independent third party who shall be obliged to observe confidentiality in this regard. Any
such audit must occur during Company’s normal business hours and will be permitted only to the extent
required for the Customer to assess Company’s compliance with this DPA. In connection with any such
audit, the Customer will ensure that the auditor will: (a) review any information on Company’s premises;
(b) observe reasonable on-site access and other restrictions reasonably imposed by the Company; (c)
comply with Company’s policies and procedures, and (d) not unreasonably interfere with Company’s
business activities. The Company reserves the right to restrict or suspend any audit in the event of any
breach of the conditions specified in this Section 8.
8.2. In the event that the Customer, a regulator or data protection authority requires additional information
or an audit related to the Services, then, the Company agrees to submit its data processing facilities, data
files and documentation needed for processing Personal Data to audit by the Customer (or any third party
such as inspection agents or auditors, selected by Customer) to ascertain compliance with this DPA,
subject to being given notice and the auditor entering into a non-disclosure agreement directly with the
Company. The Company agrees to provide reasonable cooperation to Customer in the course of such
operations including providing all relevant information and access to all equipment, software, data, files,
information systems, etc. used for the performance of Services, including processing of Personal Data.
Such audits shall be carried out at the Customer’s cost and expense.
8.3. The audit may only be undertaken when there are specific grounds for suspecting the misuse of Personal
Data, and no earlier than two weeks after the Customer has provided written notice to the Company.
8.4. The findings in respect of the performed audit will be discussed and evaluated by the parties and, where
applicable, implemented accordingly as the case may be by one of the parties or jointly by both parties.
The costs of the audit will be borne by the Customer.

9. Notification of A Data Breach

9.1. In the event of the Company aware of any breach of security that results in the accidental, unauthorized
or unlawful destruction or unauthorized disclosure of or access to Personal Data the Company shall to the
best of its ability, notify the Customer thereof with undue delay, after which the Customer shall
determine whether or not to inform the Data subjects and/or the relevant regulatory authority(ies). This
duty to report applies irrespective of the impact of the leak. The Company will endeavour that the
furnished information is complete, correct and accurate.
9.2. If required by law and/or regulation, the Company shall cooperate in notifying the relevant authorities
and/or Data subjects. The Customer remains the responsible party for any statutory obligations in respect
thereof.
9.3. The duty to report includes in any event the duty to report the fact that a leak has occurred, including
details regarding:
the (suspected) cause of the leak;
the (currently known and/or anticipated) consequences thereof;
the (proposed) solution;
the measures that have already been taken.

10. Deletion and Return of Personal Data

10.1. The parties agree that on the termination of the provision of data-processing services, the Company
and its subcontractors shall, at the choice of the Customer, return all the Personal Data transferred and the
copies thereof to the Customer or shall destroy all the Personal Data and certify to the Customer that it
has done so, unless legislation imposed upon the Company prevents it from returning or destroying all or
part of the Personal Data transferred. In that case, the Company warrants that it will guarantee the
confidentiality of the Personal Data transferred and will not actively process the Personal Data transferred
 anymore. The Company and its subcontractors warrant that upon request of the Customer and/or of the
supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in
Section 8.

11. Governing Law/Forum

11.1. This DPA shall be governed by and interpreted in accordance with the laws of Lithuania.
11.2. Any and all claims, disputes or controversies arising under, out of, or in connection with this DPA,
breach, termination or validity thereof, which have not been resolved by good faith negotiations between
the Company and the Customer within period of thirty (30) calendar days after receipt of a notice from
one party to the other requesting negotiations shall be resolved by final and binding arbitration in the
Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration as in force and effect
on the date of the DPA. Disputes shall be settled by a single arbitrator. Arbitration proceedings shall be
held in Vilnius, Lithuania. The place of arbitration shall be Vilnius, Lithuania. The language of arbitration
shall be English. Relevant documents in other languages shall be translated into English if the arbitrators
so direct. All expenses and costs of the arbitrators and the arbitration in connection therewith will be
shared equally, except that the Company and the Customer will each bear the costs of its own prosecution
and defense, including without limitation attorney’s fees and the production of witnesses and other
evidence. Any award rendered in such arbitration shall be final and may be enforced by either party.
11.3. The parties agree to keep all details of the arbitration proceedings and arbitral award strictly
confidential and shall use all reasonable efforts to take such action as may be appropriate to prevent the
unauthorized disclosure of the proceedings, any information disclosed in connection therewith and the
award granted.
Appendix No. 1
Description of the technical and organizational measures implemented by the Company:
the Company shall implement the measures described in this appendix, provided that the measures directly
or indirectly contribute or can contribute to the protection of Personal Data during the period of Company’s
Services rendering to the Customer. If the Company believes that a measure is not necessary for the
respective Service or part thereof, the Company will justify this and come to an agreement with the
Customer.
The technical and organizational measures are subject to technical progress and development. In this respect
the Company is permitted to implement alternative adequate measures. The level of security must align with
industry security best practice and not less than, the measures set forth herein. All major changes are to be
agreed with the Customer and documented.

1. Risk management
1.1. Security risk management
1. The Company shall identify and evaluate security risks related to confidentiality, integrity and
availability and based on such evaluation implement appropriate technical and organizational
measures to ensure a level of security which is appropriate to the risk.
2. The Company shall have documented processes and routines for handling risks within its operations.
3. The Company shall periodically assess the risks related to information systems and processing, storing
and transmitting information.
1.2. Security risk management for personal data
1.2.1. The Company shall identify and evaluate security risks related to confidentiality, integrity and
availability and based on such evaluation implement appropriate technical and organizational
measures to ensure a level of security which is appropriate to the risk of the specific Personal Data
types and purposes being processed by the Company, including inter alia as appropriate:
• The pseudonymisation and encryption of Personal Data;
• The ability to ensure the ongoing confidentiality, integrity, availability and resilience of
processing systems and services;
• The ability to restore the availability and access to the Customer’s Data in a timely manner in
the event of a physical or technical incident;
• A process for regularly testing, assessing and evaluating the effectiveness of technical and
organizational measures for ensuring the security of the processing.
1.2.2. The Company shall have documented processes and routines for handling risks when processing
Personal Data on behalf of the Customer.
1.2.3. The Company shall periodically assess the risks related to information systems and processing, storing
and transmitting Personal Data.
1.3. Information security policies
1.3.1. The Company shall have a defined and documented information security management system
including an information security policy and procedures in place, which shall be approved by
Company’s management. They shall be published within Company´s organization and
communicated to relevant Company personnel.
1.3.2. The Company shall periodically review Company’s security policies and procedures and update them
if required to ensure their compliance with this Appendix.

2. Organization of information security

• The Company shall have defined and documented security roles and responsibilities within its
organization.
 • The Company shall appoint at least one data protection officer who has appropriate security
competence and who has an overall responsibility for implementing the security measures under this
Appendix and who will be the contact person for the Customer’s security staff.

3. Human resource security

• The Company shall ensure that Company personnel handles information in accordance with the
level of confidentiality required under the DPA.
• The Company shall ensure that relevant Company personnel is aware of the approved use
(including use restrictions as the case may be) of information, facilities and systems under the DPA.
• The Company shall ensure that any Company personnel performing assignments under the
Agreement is trustworthy, meets established security criteria and has been, and during the term of the
assignment will continue to be, subject to appropriate screening and background verification.
• The Company shall ensure that Company personnel with security responsibilities is adequately
trained to carry out security related duties.
• The Company shall provide or ensure periodical security awareness training to relevant Company
personnel. Such Company training shall include, without limitation:
(a) How to handle customer information security (i.e. the protection of the confidentiality, integrity
and availability of information);
(b) Why information security is needed to protect customers information and systems;
(c) The common types of security threats (such as identity theft, malware, hacking, information
leakage and insider threat);
(d) The importance of complying with information security policies and applying associated
standards/procedures;
(e) Personal responsibility for information security (such as protecting customer’s privacy-related
information and reporting actual and suspected data breaches).

4. Access control
The Company shall have a defined and documented access control policy for facilities, sites, network, system,
application and information/data access (including physical, logical and remote access controls), an
authorization process for user access and privileges, procedures for revoking access rights and an acceptable
use of access privileges for Company personnel in place.
The Company shall have a formal and documented user registration and de-registration process implemented
to enable assignment of access rights.
The Company shall assign all access privileges based on the principle of need-to-know and principle of least
privilege.
The Company shall use strong authentication (multi-factor) for remote access users and users connecting
from an untrusted network.
The Company shall ensure that Company personnel has a personal and unique identifier (user ID), and use an
appropriate authentication technique, which confirms and ensures the identity of users.

5. Physical and environmental security

The Company shall protect information processing facilities against external and environmental threats and
hazards, including power/cabling failures and other disruptions caused by failures in supporting utilities. This
includes physical perimeter and access protection.

6. Operations security
The Company shall have an established change management system in place for making changes to business
processes, information processing facilities and systems. The change management system shall include tests
and reviews before changes are implemented, such as procedures to handle urgent changes, roll back
procedures to recover from failed changes, logs that show, what has been changed, when and by whom.
The Company shall implement malware protection to ensure that any software used for Company’s provision
of the Services to the Customer is protected from malware.
The Company shall make backup copies of critical information and test back-up copies to ensure that the
information can be restored as agreed with the Customer.
The Company shall log and monitor activities, such as create, reading, copying, amendment and deletion of
processed data, as well as exceptions, faults and information security events and regularly review these.
Furthermore, the Company shall protect and store (for at least 6 months or such period/s set by Data
Protection Law) log information, and on request, deliver monitoring data to the Customer. Anomalies /
incidents / indicators of compromise shall be reported according to the data breach management
requirements as set out in clause 9, below.
The Company shall manage vulnerabilities of all relevant technologies such as operating systems, databases,
applications proactively and in a timely manner.
The Company shall establish security baselines (hardening) for all relevant technologies such as operating
systems, databases, applications.
The Company shall ensure development is segregated from test and production environment.

7. Communications security
The Company shall implement network security controls such as service level, firewalling and segregation to
protect information systems.

8. Company relationship with sub-suppliers

The Company shall reflect the content of this Appendix in its agreements with Sub-processors that perform
tasks assigned under the DPA.
The Company shall regularly monitor, review and audit Sub-processor’s compliance with this Appendix.
The Company shall, at the request of the Customer, provide the Customer with evidence regarding Sub-
processor’s compliance with this Appendix.

9. Data breach management

The Company shall have established procedures for data breach management.
The Company shall inform the Customer about any data breach (including but not limited to incidents in
relation to the processing of Personal Data) as soon as possible but no later than within 36 hours after the data
breach has been identified.
All reporting of security-related incidents shall be treated as confidential information and be encrypted, using
industry standard encryption methods.
The data breach report shall contain at least the following information:
(a) The nature of the data breach,
(b) The nature of the Personal Data affected,
(c) The categories and number of data subjects concerned,
(d) The number of Personal Data records concerned,
(e) Measures taken to address the data breach,
(f) The possible consequences and adverse effect of the data breach, and
(g) Any other information the Customer is required to report to the relevant regulator or data subject.
To the extent legally possible, the Company may claim compensation for support services under this clause 9
which are not attributable to failures on the part of the Company.

10. Business continuity management

The Company shall identify business continuity risks and take necessary actions to control and mitigate such
risks.
The Company shall have documented processes and routines for handling business continuity.
The Company shall ensure that information security is embedded into the business continuity plans
The Company shall periodically assess the efficiency of its business continuity management, and compliance
with availability requirements (if any).