PERFORMANCE TESTING SOLUTION END USER LICENSE AGREEMENT (TRIAL SOFTWARE) (1) D. SAMUEL BROCAL TORRES, with I.D. number 78678804-J, on behalf and in representation, in his condition as Sole Administrator of PERFORMANCE TESTING SOLUTION, S.L., UNIPERSONAL, reg. no. B90305566, with offices located at Tomares, Sevilla, Edificio Centris I, Glorieta Fernando Quiñones S/N, and Semisótano, 41940 (hereinafter referred to as “PTS” or “Supplier”). (2) The Licensee, identified with the data provided through the filling out of the contact form, in the person of its legal representative or its representative in the name and on behalf of the entity (hereinafter referred to as “Licensee”). PTS and Licensee be collectively referred to as the “Parties” and individually as a “Party”. The Parties have concluded the present Agreement as follows WHEREAS, PTS is a company whose principal activities are the creation, development, maintenance and marketing of computer programs and is the owner of exploitation and distribution right of the digital platform “Pedagoo” that is a software aimed at training and knowledge evaluation composed of tools that allow the Licensee to create content, manage and distribute them among their organizations and finally by the end user (hereinafter “Platform” or “Software“). WHEREAS, PTS markets the integrated Platform in a set of services for users (“Services”) that includes the following tools: Access to the Software. Access to the “Pedagoo Authoring Tool”, which includes among others, the insertion of evaluation questions and the packaging of Tests based on these questions, and publication in the Platform of the tests created. Access to the “My Account Tool”, which includes management and organization in the Platform, generation and administration of active user groups in the Licensee instance, supervision of all users and groups through the use of different reports and generation and administration of access keys to the tests that evaluate the knowledge of the end users. Access to the “Assessment Builder Tool”, which includes the use your own database of content that is properly labeled by subject, question type, or degree of difficulty, among others, to create custom tests by combining all the questions you’ve created in the system, regardless of category or publisher. Access to the “Learning Locker Tool”, designed for the provision, consumption, control and management of services provided to end users. Access to “MeasureUp® Catalog Tool”, which includes over 18.000 IT Pro Questions available to the Licensee. Access to the “Partner Portal Tool”, which is a management portal for the distribution of content capable of generating user groups, detailed and accurate reports on the consumption of their content, keys to consume the different tests created, among others. WHEREAS Licensee is interested in test the use of the Platform by means of a test license for the internal self-consumption of the generated Access Keys that entitle the End Users to carry out the tests prepared for this purpose or for their commercialization. WHEREAS Parties are interested to transfer the use trial license of Platform by the Supplier to the Licensee for the purpose of its use to content inclusion, training development and the generation of Access Keys for End Users under the conditions provided in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as set forth below. Clauses 1. Definitions. Terms used in this Agreement with initial capital letters shall have the following specified meaning: “Access Keys”. Alphanumeric codes generated by the Platform automatically that allows end users to access the test to evaluate their knowledge. “Agreement”. Referred to the content of this document formalized by the Parties “Assessment Builder Tool”. Registered and proprietary PTS tool that allows you to combine your own questions with the Test Database catalog to create customized assessments tailored to your needs. “Licensee”. Party of the Agreement that receives the rights to use the Software license, according to the terms and conditions agreed. “Confidential Information”. Confidential or proprietary data or information disclosed by one Party to the other Party, as well as by an End User to the Licensee, under this Agreement whether in written, graphic, machine recognizable, electronic, sample, or any other visually perceptible form, or in oral form, which is clearly designated as “confidential” or “proprietary” at the time of disclosure or which would reasonably be understood to be confidential under their circumstances (including all business, technical, and financial information). “Cut”. Faults that prevent the use of the service. “End User”. Recipient of the Platform that receives the License Keys to evaluate her/his knowledge through its consumption. End Users are customers of the Licensee. “Expiration Date”. Date of termination of the contract or any of its extensions. “Failure”. Circumstance attributable to PTS that causes abnormal operation of the service. “Intellectual Property Rights”. Tangible and intangible rights associated with works of authorship throughout the world, including but not limited to, copyrights, moral rights, and mask works; trademarks and trade name rights and similar rights; trade secret rights; patents, designs, algorithms, and other intellectual or industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues now or hereafter in force (including any rights in the foregoing). “Media Interactiva Group”. Group of companies to which PTS belongs. “My Account Tool”. Registered tool owned by PTS that allows you to customize the management of your own account, the registration and/or modification of users, the creation of the structure of your organization, as well as the validation and edition of the different types of users. “Learning Locker Tool”. Registered tool owned by PTS that consists of the environment in which end users can perform tests and evaluations distributed by Pedagoo. “Licensee Test”. Written tests created and integrated in the Platform on the basis of the content facilitated by the Licensee and directly assembled by it he Licensee directly, on the Platform and that will serve to evaluate the knowledge of End Users. “Partner Portal Tool”. Registered tool owned by PTS that focuses on importing, exporting and executing bulk actions to reduce time in your management processes, consulting stored historical values to view past actions and use them as reference, and accessing the profile of another member of your organization to help you with usage, among others. “Platform or Software”. Software called “Pedagoo”, whose exploitation rights are entitled by PTS, consisting of a program aimed at the training and evaluation of knowledge composed of one or several tools that allow the Licensee to create content, manage and distribute it among End Users, as a customer. “PTS”. Titular company of the rights of exploitation of the Platform and provider of the services whose identification is at the beginning of this Agreement. “Pedagoo Authoring Tool”. Authoring tool, owned by PTS, that allows the creation of formative content. “Services”. Each of the functions and tools included in the Platform whose identification is at the beginning of this Agreement and that will be used by the Licensee and, if applicable, by the End User. “Test Database”. MeasureUp® Catalogue, which includes more than 18,000 questions from IT professionals and whose content is specifically protected by copyright and that could be use by the Licensee to evaluate the knowledge of End Users. The questions are updated and follow the examination objectives of all official certifications from Microsoft, Cisco, Comptia and VMware, among others. “Trial Version”. Means a version of the Software to be used only to review, demonstrate and evaluate the Software for a maximum of thirty (30) days, or as otherwise designated by PTS. 2. Purpose of the Agreement and Trial Version Conditions. 2.1. Object. By virtue of this Agreement, PTS grants the Licensee a limited and non-exclusive right to access and test the Platform for show the Licensee the characteristics and qualities of the Product (“Trial Version”). The Trial Version is a fully functional time-limited version and it is provided free of charge. As a consequence, any functional peculiarities present in the Trial Version will not be a reason for the Licensee to obtain a refund of a purchased license. Within the agreed Services, PTS offers maintenance and support services to the Licensee for the use of the Platform. 2.2. Use License. PTS gives the right to use the Software in the terms expressed in this document without granting or transmitting the ownership of any other right or license. Under no circumstances may the Licensee use the license for profit, or for any purpose other than testing the Platform. 3. License transfer. 3.1. Use of the Software. The right granted to the Licensee to access and use the Software is non-transferable and has the ultimate purpose of testing and demonstrating the features of the Platform, without any profit-making use. 3.2. Content. The content of the Licensee Test will be created by the Licensee on which it assumes the full responsibility, without prejudice to the Test Database that PTS offers the Licensee, whose content owns to PTS. 3.3. Consumption of Access Keys. The Licensee may internally consume the generated Access Keys or commercialize them to End Users, always free of charge and with no profit motive in mind. 3.4. Exclusiveness. The right to commercialization does not imply the granting of any exclusivity in favor of the Licensee so PTS, through its own means or through collaborators, may distribute the Software in the same territory and ambit of the Licensee. 4. Platform use. 4.1. Access to Platform. In order for Licensee to make use of the offered Services, PTS will guarantee access to the Platform for a thirty (30) days period, in the Trial Version and with trial authorizations that will allow (i) access to the creation of a profile and configuration of the organization and its End Users, (ii) access to the Pedagoo Authoring Tool to create and insert questions and evaluation tests, (iii) publication of the tests created in the Platform and (iv) access to the Test Database. 4.2. Access of End Users. The Licensee may generate a total of ten (10) Access Keys on the Platform for the realization of the created and published test. The Access Key shall be sent by email, directly to the End Users, from the Platform. The Access Keys shall not be shared or used by more than one End User but may in certain cases be reassigned to new End Users that replace previous users if not registered. 4.3. Consumption of Access Keys. The End User will have a Personal Access Key that will allow performing the tests previously published by the Licensee. The Access Key will have a validity period of nine (9) days since it was first entered into the Platform. 4.4. Software Monitoring. PTS may monitor the use of the Platform and control the number of Access Keys generated, although the Licensee is entirely responsible for the use of the Platform of its End Users. 4.5. People linked. The Licensee is responsible for the use of the Software by employees, collaborators or third parties linked in any way with it who use the Platform authorized by the Licensee, and in particular the End Users to whom the Access Keys are addressed. 4.6. Support. The support service will be provided by PTS, through direct mail contact with the company’s technicians. This service is aimed at solving doubts or questions related to the use or performance of the Software, as well as the solution of problems or inconveniences that may arise in the use of the same. The following address is where such queries should be addressed sam@mediainteractiva.com (att. Sam Brocal) and may be replaced at any time by prior notification from PTS. 4.7. Feedback. In order to correct errors, detect problems or improvements to the Software, the Licensee may send a feedback to PTS, during the period in which this Agreement remains in force. 5. Technical specifications for the Platform use. 5.1. Nature of the Platform. The Platform is a computer software of complex nature created specifically for its formative and evaluative use. Platform will require for its operation that the computer system meet a series of minimum conditions known by the Licensee. 5.2. Corrections and updates. PTS reserves the right to make interventions at any time to correct or update the Software that will be promptly notified to the Licensee who is obliged to update its devices. The technical specifications described are those in force at the time of granting the license and may be modified in future versions to adapt to the technological evolution. 5.3. Instructions for use. At the request of the Licensee or on its own initiative, PTS may issue specific instructions for the use of the Software in order to guarantee the proper functioning of the program that must be expressly addressed by the Licensee. 5.4. Non-compliance and Alterations. PTS is not liable for the malfunction of the Software in the event that the configuration of the required functionality is partially or totally changed without having mediated its previous advice or the instructions and instructions provided by its technical service are not complied with, without prejudice to reservation the legal actions that correspond to him in accordance with the provisions of this Agreement. 6. Guarantees. 6.1 Software. PTS qualifies all rights of use and exploitation of the Platform, the Services and Test Database, including its commercialization, and is therefore the only legally qualified entity to facilitate access and carry out any actions necessary for its operation. PTS guarantees the maintenance of the Software, as well as the updating and execution of the necessary modifications for the provision of the Services offered through it. 6.2 Software Use. The Parties guarantee that, with respect to the Platform, (i) no legitimate right relating to the intellectual or industrial property of third parties is infringed (ii) they have the necessary licenses and authorizations for the commercialization of the Services in the territory in which they develop their activity, (iii) comply with the applicable regulations for the commercialization of the Product, mainly, although not restricted, referring to export and import, intellectual and industrial property and data protection. 6.3 Intellectual and Industrial Property Rights. The Parties declare that, with respect to the Industrial and Intellectual Property Rights, they undertake to protect and safeguard them, protecting them against third parties or improper use by linked people, such as their employees, workers or End Users. 7. Term and resolution of the Agreement. 7.1. This Agreement is effective until terminated. Upon termination of this Agreement, Licensee must cease all use of the Software and destroy all copies, full or partial, of the Software. 7.2. Notwithstanding the foregoing, Licensee’s rights under this Agreement will terminate automatically without notice from PTS if Licensee fails to comply with any of the terms and conditions of this Agreement. In particular, and without prejudice to the foregoing, PTS may terminate this Contract if it detects or becomes aware, by whatever means, that an improper use of any Services or tool is taking place, and in particular, if PTS it detects or becomes aware of an improper use of the Test Database, such as plagiarism or appropriation, of any of the questions included in this tool, by the Licensee or any of the people linked, included on section 4.5. In case of breach of the Agreement, PTS may take any legal action it considers appropriate. 7.3. PTS may terminate this Agreement by offering Licensee a superseding agreement for the Software or for any new release of the Software and conditioning Licensee’s continued use of the Software or such new release on Licensee’s acceptance of such superseding agreement. 7.4. In the event of the acquisition of a full version of the Software, the Licensee will be required to enter into a separate license agreement. 8. Intellectual and Industrial Property Rights. 8.1. Intellectual property of the Platform, tools and the Test Database. This License does not transfer any intellectual property rights in or to the Software from PTS to the Licensee. The Software and the Services included that you are authorized by PTS to make under this Agreement are the intellectual property of and are owned by PTS. According to that, the Licensee expresses acknowledgement that all the rights derived from the creation and authorship of the Software, its tools and the Test Database (MeasureUp® Catalogue), including the economic and moral, belong exclusively to Media Interactiva Group, for which the Service is conceived to these effects as a literary work with a recognized originality by applicable legislation. All references to the Software shall include a copyright and a confidentiality notice. The copying, reproduction, reverse engineer or disclosure of the Software or the Services – including the Test Database questions (MeasureUp® Catalogue) – or any other action that is not in accordance with this Agreement are strictly prohibited, restricting the rights of the Licensee to use them in line with the conditions established in this Agreement and in the attached documentation. The acceptance of the terms of this Agreement does not grant the Licensee any right not specified in this license to the Software. 8.2. Ownership of the Test. The Licensee is owner of the Licensee Test and questions inserted on the Platform and shall be responsible for its defense and protection. PTS does not assume any obligation or responsibility for the content of the Licensee Test except the right to cancel the access to the Platform for cases of plagiarism or copy of creations of third parties. In case of any claim by any third party and for any cause related to the contents created by Licensee, Licensee agrees to hold PTS harmless and liable for any damage or harm caused to a third party. Without prejudice to the above, the questions contained in the Test Database (MeasureUp® Catalogue) are the property of Media Interactiva Group, and any dissemination, copying, use or any other action other than the use of them to practice is not permetted and will require, in any case, the express authorization of Media Interactiva Group. 8.3 Industrial property. “PTS” and “Pedagoo” trademarks are protected and owned by Media Interactiva Group. During the term of this Agreement and in the process of use of the Software to the End Users, Licensee may make use of the PTS and Pedagoo trademarks and those of Media Interactiva Group, for publicly that PTS Services are available through the Licensee services, upon receiving PTS prior written consent. Licensee will assume the commitment to defend and protect the rights over the trademark and the Platform, which will include, but not limit, the following acts: (i) Maintenance of the registration of the brand as well as all those that may be created as a result of the development of the Software; (ii) Its use in all documents and communications; (iii) Defense against interference or damages from third parties. PTS reserves the right to dictate instructions that will be mandatory for the Licensee including the cessation of the use of trademark when the Supplier deems necessary. The assignment, delegation, transmission of the use of the trademark as well as any other right not expressly provided in this Agreement is strictly forbidden, except for companies of Licensee group that expressly assumes the conditions set forth herein and with the prior consent of PTS. The Licensee will immediately cease the use of the trademark and remove it from all documentation and information to third parties where it appears, with all references, electronic or printed in case of resolution of Agreement. –Clause 9-. 4. The Licensee shall extend the obligations and will assume all responsibility in relation to all their employees, managers, collaborators and dependents. 9. Confidentiality 9.1. General clause. The Parties undertake to give confidentiality to the information exchanged, facilitated or created in the course of the commercial relationship entered into by obliging itself not to disclose it, either by itself or through its employees or collaborators, to third parties, understood as persons or entities, public or private, who are not a part of this Agreement. 9.2. Confidential information. Confidential Information is understood as any information regarding financial, commercial, technical and/or industrial aspects supplied between the Parties for the use of the Software or its Services – including the use of any of the questions incorporated on the Test Database-, as well as their copies and/or reproductions and the elaborated “ad hoc” for this purpose (hereinafter the “Confidential Information“). In particular, and without excluding character, Confidential Information will be understood as any data object of copyrightable material, copyright, copyright applications, patents, techniques, models, inventions, know-how, processes, algorithms, programs, codes, investigations, design details, financial information, list of customers, investors, employees, commercial or contractual relationships, business opportunities or internal business plans, as well as any information disclosed about third parties; any information that as a whole or by the configuration or structuring of its components, is not generally known among experts in the corresponding areas of work; that one which is not easily accessible and That information that is subject to reasonable protection measures, according to the circumstances of the case, in order to keep its confidentiality. 9.3. Exceptions. The receiving Party has an obligation to preserve the confidentiality of any information that is: (i) Previously known by the receiving Party, in each case, without any obligation to keep it confidential; (ii) Developed or elaborated independently by or on behalf of the receiver or legally received, free of restrictions, from a third party with the right to disclose it; (iii) Publicly available at the time or afterwards becomes public domain;(iv) ceases to be confidential because it is massively disclosed without any limitation by its legitimate creator; (v) required to be disclosed under applicable law, court order or other governmental authority lawfully demanding the Confidential Information. If a Party is required by law or court order to disclose Confidential Information, the Parties agree to provide the other Party prompt written notice of such requirement so that an appropriate protective order or other relief may be sought prior to any disclosure 9.4. Guarantees and responsibility. The Parties guarantee and bind themselves to: Give the Confidential Information received the same degree of care as it uses to protect its own proprietary information, having to be guarded with the diligence of a respectable businessman, committing to make use and treatment according to the actions that are necessary. Use the Confidential Information within the organization by the person(s) that should carry out their study, assuming an express commitment to safeguard it with the diligence of a good entrepreneur. Take the necessary and appropriate precautions to maintain the confidentiality of the information provided, establishing the guidelines and instructions it deems appropriate. In this regard, inform and instruct your employees, collaborators or personal of your organization in this regard. Use the information provided in accordance with the purposes of the Agreement. The Parties are responsible for the actions taken by users of the Confidential Information and the consequences that may arise from the non-compliance or action contrary to the obligations established in this Agreement. 9.5 Ownership of Confidential Information. All Confidential Information provided and/or exchanged, including copies thereof, is the exclusive property of the Party from which it is derived, therefore, its disclosure or transmission in whole or in part to third parties without the prior written consent of the property party it will imply a breach of this Agreement, without prejudice to the legal consequences, even of a penal nature, that may arise from this. 10. Limitation of liability. 10.1. In no event PTS shall be liable for any damages (loss of benefit, data, damage to the records or any other indirect or special damage or loss) rising out of the Licensee or the End User’s use of or inability to use the Software, even if PTS has been advised of the possibility of such damages. The Licensee may not make any claim, demand or petition to PTS for any of the aforementioned losses and PTS will not indemnify the Licensee for this type of claim. PTS will not have any responsibility for any defect that is not related to the Services, neither when these defects was related to external factors, including other products. 10.2. PTS does not own or hold any rights over Licensee original content inserted in the Platform, which is why it is exempt from any type of liability derived from the nature and meaning of content integrated in the Platform and from the material inserted in the questions, for that any content included that will be illegal according to the correspondent normative will not affect PTS. This limit extends to all those works that could be copies or plagiarism of other pre-existing ones. 10.3. PTS will not be liable for any question regarding to the services provided by the Licensee to the End User, or with any expense made by the Licensee or the End User for the use of the Software or the Services. The Licensee will be responsible for resolving any claim presented regarding the services rendered by it to the End Users. If for such services any claim against PTS is addressed, both judicially and extrajudicially, the Licensee must reimburse to PTS all the amounts he has had to pay as a result of said claims, as well as all judicial or extrajudicial expenses incurred for his defending. 10.4. Content. PTS does not own or hold any rights over Licensee original content inserted in the Platform, which is why it is exempt from any type of liability derived from the nature and meaning of content integrated in the Platform and from the material inserted in the questions, for that any content included that will be illegal according to the correspondent normative will not affect PTS. This limit extends to all those works that could be copies or plagiarism of other pre-existing ones. The right of PTS to automatically cancel the Licensee’s access to the Software is expressly stated in the event that there is evidence of any illegality related to the inserted content. 10.5. The Licensee will be responsible for all the activities carried out with their End User accounts and with their use as well as the accuracy, quality, integrity, legality and reliability of the inserted content, their data and in general any aspect related to intellectual property of third parties exonerating PTS from the liability arising from any claim, procedure or conviction made as a result of the content inserted by the Licensee. 10.6. The Licensee will be responsible for all the activities carried out with their End User accounts and with their use as well as the accuracy, quality, integrity, legality and reliability of the inserted content, their data and in general any aspect related to intellectual property of third parties exonerating PTS from the liability arising from any claim, procedure or conviction made as a result of the content inserted by the Licensee. 11. Assignment of the Agreement. 11.1. Prohibition of assignment. The Licensee undertakes not to assign the right to use the license about the Software, nor to transmit in any way its contractual position, without the express authorization of PTS. 11.2. Subrogation in the Supplier. PTS may assign the contractual position it occupies in this Contract, with all rights and obligations, to any company of the group to which it belongs, with prior communication to the Licensee. 12. Export Restrictions. 12.1. Applicable regulations. The Licensee knows and accepts that the Software or part of it is subject to Spanish legislation, being obliged to comply with the aforementioned regulations, as well as compliance with international regulations on exports resulting from the application. 12.2. Indemnity of the Supplier. The Licensee will be obliged to defend and hold PTS harmless against any claim that may arise as a result of its Failure to comply with the export regulations. 13. Privacy. The obligations and rights related to protection of personal data are included in Exhibit 1. 14. Independent character of Clauses. If any competent jurisdictional or administrative body determines that any of the Clauses of this Agreement or its application in any circumstance is unenforceable, null or illegal, the clause will be eliminated from it or not applicable in that circumstance, without affecting to the enforceability, validity and legality of the others. In any case, the Parties will negotiate in good faith to agree substitute terms that are enforceable, valid and legal and consistent with the original purpose of the Parties. 15. Applicable law and Arbitration clause. 15.1. Applicable law. The Agreement will be governed and interpreted in accordance with Spanish Law. 15.2 Arbitration clause. The Parties agree to submit all disputes arising out of the execution and interpretation of this Agreement to an arbitration procedure of law to be followed and administered by the “Corte de Arbitraje de la Cámara de Comercio, Industria y Navegación de Madrid” to which is also entrusted with the appointment of one (1) sole arbitrator, to be resolved in accordance with current Spanish law. Parties undertake to accept the decision of the Arbitral Court and only the effective lack of compliance by any of them will lead to the intervention of the Courts of Justice. 16. Single Agreement. This Agreement contains all the terms and conditions agreed by Parties. Any modification or supplement to this Agreement requires a written amendment for its validity. 17. Notifications. Unless expressly stated otherwise in this Agreement, any notification or other communication between Parties in relation to the content and compliance with the Agreement, will be addressed to the other Party by certified mail (return receipt requested) ensuring its content and reception, to the PTS mail: mnikolova@mediainteractiva.com (att. Marta Nikolova) and to the mail provided by the Licensee in the contact form. 18. Good faith. The Parties undertake to comply with this Agreement and to exercise the rights and comply with the obligations under the strictest requirements of good faith. Exhibit 1 Data Processing Agreement This Data Processing Agreement (“Agreement“) forms part of the End User License Agreement – Trial Software (“Principal Agreement“) signed between PTS (the “Data Processor”) and the Licensee (the “Data Controller” or the “Company”) (together as the “Parties”) STATE: I Whereas the Data Processor has developed and holds the rights of the software commercially known as “Pedagoo” (hereinafter, “the Software”), which is used as a self-publishing tool of evaluations and practical tests designed to help all those who need to create knowledge evaluations and optimized to improve the capabilities of its users. II Whereas in accordance with the Agreement, the Data Controller has contracted with the Data Processor the use of the Software, which will be used in accordance with the terms of the previous mentioned Agreement and under its conditions of application. III Whereas as the management of the Software implies the access of personal data under the responsibility of the Data Controller by the Data Processor, the Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). The Parties wish to lay down their rights and obligations. IT IS AGREED AS FOLLOWS Definitions and Interpretation 1.1. Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning: 1.1.1. “Agreement” means this Data Processing Agreement and all Schedules; 1.1.2 “APPD” means Spanish Act no. 3/2018 of 5 December, of Personal Data Protection and guarantee of digital rights. 1.1.3. “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement; 1.1.4 “Contracted Processor” means a Subprocessor; 1.1.5 “EEA” means the European Economic Area; 1.1.6 “GDPR” means EU General Data Protection Regulation 2016/679; 1.1.7 “Data Transfer” means: a) A transfer of Company Personal Data from the Company to a Contracted Processor; or b) An onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws); 1.1.9 “Personal data”, “special categories of data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority” shall have the same meaning as in Regulation (EU) 2016/679; 1.1.10. “Services” means the Services included it the Services Description attached to the Principal Agreement. 1.11 “Software” means the software above mentioned. 1.1.12. “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement. 1.2. The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly. Processing of Company Personal Data 2.2. Processor shall: 2.1.1 Comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and 2.1.2 not Process Company Personal Data other than on the relevant Company’s documented instructions. 2.2 The Data Controller instructs Processor to process Controller Personal Data. Processor Personnel Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Controller Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality Security 4.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. 4.2. In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach. Subprocessing 5.1. Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company. Data Subject Rights 6.1. Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws. 6.2 Processor shall: 6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and 6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request. Personal Data Breach 7.1. Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. 7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach. Data Protection Impact Assessment Data Protection Impact Assessment and Prior Consultation Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors. Deletion or return of Company Personal Data 9.1. Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data. Audit rights 10.1 Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors. 10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law. Data Transfer 11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data. General Terms 12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:(a) disclosure is required by law; (b) the relevant information is already in the public domain. 12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address. Governing Law and Jurisdiction 13.1 This Agreement is governed by the laws of Spain. 13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Madrid. IN WITNESS WHEREOF, this Agreement is entered into with effect from the date first set out below.