Bitlabs Dashboard

BitLabs Terms of Service

VERSION 2.0

Unless we have signed a separate Agreement, these Terms govern access to and participation in the Prodege Partner Network for all participants (each a “Partner,” “you,” or “your”), and set forth the requirements for your engagement with the Prodege Properties, Features, and Services (all, as defined below) that Prodege, LLC, a California limited liability company, and its affiliates worldwide (“Prodege," "we," "our" or "us") make available to the Prodege Partner Network.

The Prodege Partner Network comprises Prodege’s Services and the computer systems, servers, websites and applications used to deliver them (collectively, and including all subdomains and related properties thereof, the “Prodege Properties”), including, without limitation, the BitLabs platform at www.bitlabs.ai, and any software, software development kits (“SDKs”), data, tools, and other materials accessible via the Prodege Properties (the "Features").

As a condition to Prodege providing you Services, and granting you access to and an opportunity to participate in the Prodege Partner Network, you agree to abide by these Terms, including all of the following constituent Parts:

PART A: REGISTRATION & DESCRIPTION OF SERVICES

PART B: ADDITIONAL TERMS OF USE

PART C: DATA PROTECTION ADDENDUM

PART A: REGISTRATION & DESCRIPTION OF SERVICES

REGISTRATION
1. The first step in accessing the Prodege Partner Network and enabling our Services (as defined below) is to register your mobile application(s) or websites(s), or other affiliate/mass marketing services (each your “Platform” and, collectively, your “Platforms”) at https://dashboard.bitlabs.ai/signup, including by providing your contact email, password, legal status and VAT (if applicable). You may then begin configuring your dashboard on the Prodege Properties (the “Dashboard”) and setting up your preferred method of integrating your Platform(s) with our Services. Options for integrating your Platform(s) may include, but are not limited to, SDK, API, and inline frame (iframe) implementations (as applicable, your “Integration”). To begin receiving Services via your Integration, you must request approval from Prodege in your Dashboard settings. You can update your registration information at any time.
2. Subject to our approval of your registration request, and your continued compliance with this Agreement, Prodege agrees to provide you the services described in Sections 2 and 3 of this Part A (collectively, the “Services”), which allow you to monetize your Platform by receiving Revenue Share (defined below) resulting from the participation of your audience of end-users (the "User(s)"). Prodege allows you to display in your Platform, and provide your Users access to, the content associated with our Services, including rewarded surveys (“Surveys”) and offers, games, coupons, discounts, and cash-back shopping (collectively, our non-survey “Rewarded Activities”). Generally, each Rewarded Activity or Survey contains one or more opportunities that Prodege, or a third-party client of Prodege (each a “Client”), may wish to extend to your Users, and for which Prodege may pay you Revenue Share upon a successful Conversion (each, as defined in Section 4 of this Part) by one of your Users. The terms for payment of any Revenue Share will be as described in Section 5 of this Part. All Surveys and Rewarded Activities offer Users an incentive or reward to act as prompted by the Creative (defined below). You are responsible for the payment of any incentives or rewards that you offer to your Users in connection with the Services, as described in Section 6 of this Part (User Incentivization).
SURVEY SERVICES
1. General. Prodege operates an on-line service that connects Survey sponsors, and other researchers conducting Surveys (collectively, “Researchers”) to potentially qualified respondents for those Surveys. Prodege collaborates with publishers to provide access to Surveys to the users of applications and websites (like the Users of your Platform), who in turn may be incentivized or rewarded for their participation. Prodege also works with affiliated and third-party survey partners working on behalf of Researchers, and they in turn use Prodege to access our respondent network.
2. Screening. Partner will direct appropriate screening questions, based on the Surveys available via your Integration, to the Users of your Platform to identify potential respondents that may qualify for a given Survey. Only those potential respondents that pass the screening questions and consent to participate in a resulting Survey will be considered “Respondents.”
3. Survey Delivery. In response to calls from your Platform to the Prodege Properties via your chosen Integration method, Partner will direct Surveys to those Respondents who have cleared the screening process described above. Each such Survey delivered to a Respondent is a “Survey Delivery.” Each Survey that the Respondent properly completes is a “Survey Complete.”
REWARDED ACTIVITIES
CONVERSIONS
PAYMENT TERMS
USER INCENTIVISATION

You may choose to incentivize Users in any way you wish for Surveys or Rewarded Activities, including through the offer of monetary rewards, provided you comply with Applicable Laws. Surveys and Rewarded Activities perform best when properly incentivized to encourage User participation, and the Integrations include mechanisms for offering rewards to your Users alongside the Creative on your Platform. In your Dashboard, you can set a standardized conversion factor for the amount and currency type of any rewards displayed via your Integration. However, you are solely responsible for the cost and payment of any incentives or other rewards that you may offer Users in connection with Rewarded Activities on your Platform, including via the Integration. Such User rewards may be paid from the Revenue Share that Prodege delivers to you for each Conversion, in your discretion.
Prodege recommends that you use the verified Survey and Rewarded Activity Conversions reported by our S2S callbacks to calculate any User incentives for Surveys or Rewarded Activities, as Prodege will not make any payments of corresponding Revenue Share which deviate from our S2S reports. To further ensure the accuracy of the S2S reporting, Prodege recommends using all suggested parameters from the Dashboard and Services documentation in your callback URL for Conversions. Please note that some Survey and Rewarded Activity Conversions may not appear in real time or may be subsequently modified or withdrawn pursuant to Prodege’s Integrity Checks and/or determination of failed Conversions.
The Prodege S2S reporting option is available on the Dashboard. Prodege cannot and does not guarantee that the S2S callback system described herein will be free of delays, outages, system errors or user fraud, and Prodege accepts no responsibility or liability for any losses you incur due to such delays, outages, system errors, or user fraud in the S2S report. However, Prodege shall promptly inform you about any errors it detects in such reporting.
You may individually enable or disable Surveys and/or each type of Rewarded Activity for your Users in the Dashboard. You may also exclude specific Rewarded Activities, as applicable, from displaying to your Users in the Dashboard.

PART B: ADDITIONAL TERMS OF USE

YOUR REPRESENTATIONS AND WARRANTIES

By registering for and using our Services, you represent and warrant that you and your Platform meet all the following material conditions:
1. General
  1. You have the legal capacity to enter into and perform the obligations set forth in these Terms. The Prodege Services and Features are not available to anyone without the legal capacity to fulfill these mutual rights and obligations, nor any entity or individual, or affiliate thereof, that has been disqualified from the Prodege Services or Features for any reason whatsoever, including any violation of these Terms.
  2. You affirm and acknowledge that you have read these Terms in its entirety and agree to be bound by all its terms and conditions.
  3. You are the owner of the Platform, or you have legal authority to operate it. If an individual is accessing these Terms on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to these Terms.
  4. You will only make available Prodege Surveys and Rewarded Activities to the Users of your Platform (as approved during your registration), and may not distribute the Creative to the public by means of any other unapproved media, including via email, print, mailing lists, SMS or MMS messaging, or telephone solicitation, with the sole exception of push notifications delivered to Users of your mobile app(s) with their consent. Unless expressly approved during the registration of your Platform, you may not directly advertise or promote Prodege Surveys, Rewarded Activities, Creative, or related keywords, by means of any online search engine, chat room, bulletin board, or auction platform.
  5. You will ensure any pop-ups/-unders that you use to promote Surveys or Rewarded Activities on your Platform clearly identify that you served them in the title bar of the window, and any client-side ad serving software you use for such promotions: (a) clearly discloses its function to Users prior to installation; (b) is installed pursuant to a plain-English end-user license agreement that Users affirmatively accept; and (c) can be easily removed by a User through generally accepted methods.
  6. You will not use the Prodege name, logos, or trademarks in any publicity (including press releases) or advertising without our prior written consent.
2. Privacy and Compliance
  1. Your Platform will comply with all applicable Data Protection Laws (as defined in Part C of these Terms), including without limitation those that govern: (a) processing the personal data of people in the European Economic Area (EEA), such as the General Data Protection Regulation (GDPR); (b) processing the personal data of people in the United Kingdom, such as the UK GDPR; and (c) processing California consumers' personal information, such as the California Consumer Privacy Act (CCPA).
  2. Your Platform will maintain and require your Users to acknowledge a privacy policy that is accurate, up-to-date, and complies with applicable Data Protection Laws. The privacy policy must expressly mention details of your Platform’s interoperation with the Prodege Properties and Services, including any applicable use or disclosure of personal information (as set forth in Section 4 of this Part B).
  3. Your Platform will further comply with all other applicable laws (IP laws and regulations, laws on protection of minors, etc.) (collectively, with Data Protection Laws, the “Applicable Laws”) and (if uploaded to the relevant stores) the policies and requirements of Google Android and/or Apple iOS systems and app stores (“App Requirements”).
  4. You acknowledge and agree that you are and will remain solely responsible for conforming your Platform to all Applicable Laws and requirements. Prodege shall not be held liable for any damage, including any loss or revenue that you may incur as a result of any ban, suspension or other related penalty imposed on your Platform by any regulator or third party, including the Google or Apple app stores, as a result of your use of Prodege Features, Integrations, software or other Prodege client libraries.
  5. You will make all necessary representations in your Platform’s terms of service and privacy policies to ensure your Users are aware of and consent—or intentionally direct you—to transfer any applicable User personal data that you may transfer to Prodege under these Terms (the “Transaction Data”). It is your responsibility to ensure that disclosures to your Users regarding Transaction Data comply with Applicable Laws.
  6. If applicable, you will provide all notices required by the CCPA, including a link by which a User may opt out of any sales of his or her personal information; you must specifically notify Users that they may withdraw their consent and opt-out from personalized ad tracking and ad-tendering by using their mobile platform settings.
  7. Your Platform does not include content that: (a) is or may be deemed harmful, threatening, defamatory, obscene, sexually explicit, or harassing; or that promotes violence or discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age); or contains profanity or other materials that Prodege informs you that we consider objectionable (collectively, “Objectionable Content”); (b) may infringe intellectual property rights of others such as copyright, trademarks, trade secrets, or patents; (c) may harm the right of privacy or any other right of any party; (d) is unlawful, or encourages or supports illegal activities (such as gambling); or (e) directly competes with Prodege's business model. However, you are permitted to work with other, compatible online advertising networks on your Platform, provided they comply with Applicable Laws and App Requirements.
  8. Prodege does not direct our Services to children under the age of 13 (or, if greater than 13, the minimum age permitted under Applicable Laws in the relevant User’s jurisdiction) (the “Minimum Age”). You represent and warrant that your Platform is not directed to children under the Minimum Age either; and that you comply (and will comply throughout the Term) with the U.S. Children's Online Privacy Protection Act ("COPPA") and all Applicable Laws relating to the privacy and protection of minors. You will also provide relevant information in your Privacy Policy to all Users relating to the privacy rights of minors under Applicable Laws. You will make commercially reasonable efforts to identify the age of your Users and refrain from collecting information from children under the Minimum Age. You will not knowingly share the data of any Users under the Minimum Age with Prodege. If Prodege detects any User is under the Minimum Age, Prodege will promptly block that User from our Services.
  9. You will prominently post and make available to Users all material terms and conditions relating to each Rewarded Activity that you feature on behalf of Prodege or a Client, as required by Applicable Laws. At a minimum, such terms and conditions must include all material requirements for the User to achieve a Conversion.
  10. In addition to constituting a breach of these Terms, entitling Prodege to all remedies associated therewith, any breach of the warranties in this subsection shall also entitle Prodege to immediately block your Platform from accessing all Services.
3. Account Security
  1. You will not introduce and will ensure no third parties using your Platform introduce any viruses, worms, harmful code and/or Trojan horses on or via Prodege Properties, Features or Services.
  2. You will use different API keys for each different Platform you register with Prodege, for better profiling of the User base. You shall use only one API key per Platform registered with the Prodege Properties, Features and Services, and operate only one account for the same.
  3. You further acknowledge that you will control your account and API keys and that you are liable for any unlawful act occurring under your account. You are responsible for maintaining the confidentiality of your password, account information and API keys, and for restricting access to your computer so that others may not access any password protected portion of the Prodege Properties, Features or Services using your name, username, or password, in whole or in part. You take full responsibility for all actions and activities performed through your account. You must inform Prodege immediately of any unauthorized use of your account or any breach of security. Prodege staff may login to your account from time to time for maintenance and assistance purposes.
  4. You will abstain from any misuse of the Prodege Properties, Features or Services and not engage in any fraudulent or deceptive activity in using them, including any fraudulent or deceptive activity aimed at improperly gaining any direct or indirect profit, benefit or advantage from available Prodege incentives, Rewarded Activities, referral bonuses or other benefits that may exist from time to time. Misuse of the Prodege Properties, Features or Services, and/or any fraudulent or deceptive activity, as defined above, shall include (but is not limited to) acts of virtual impersonation of allegedly different account operators, referral of one account to another account operated by the same Partner (in order to take advantage of any applicable referral bonus), use of proxies, VPNs or any external machine routing methods to impersonate or spoof any connection, taking advantage of any possible bug or similar coding errors which may alter or misdirect calculation of payments due from Prodege, or the use of methodologies such as bots, click farms, VPN connections, or artificial intelligence to generate virtual or falsified Survey answers, Survey or Rewarded Activity Conversions or Commissions.
  5. You will implement and maintain full end-to-end encryption between the Features and your Platform and between your Platform and any Network Affiliates (if applicable) in order to prevent end-link hacks or other security vulnerabilities (“ghost completes”). Partner bears the risk of any lost Revenue Share resulting from the failure to maintain full end-to-end encryption in any communications relating to the Services.
  6. Without limiting any other remedies Prodege may be entitled to under Applicable Laws, upon any violations of this subsection, Prodege may, in our discretion, immediately block any further use of the Services, disable any fraudulent account, recall all possible Rewarded Activities, benefits and bonuses which the perpetrator(s) may have received and demand the perpetrator(s) immediately compensate Prodege for any damages, harm or loss of profit caused by such actions.
INSPECTION RIGHTS OF PRODEGE
1. Prodege may at any time request information needed to verify your Platform is as represented during the registration process and that it follows basic industry standards with respect to its operation, management, security, traffic quality and traffic-generation practices (the "Inspection Process"). Your compliance throughout any Inspection Process is essential to: (a) ensure the quality of User-data transmitted to Prodege via the Partner’s app; (b) ensure compliance with our terms; and (c) protect our service from fraudulent and deceptive activity (including but not limited to generation of virtual or falsified visitor traffic, Survey responses, or Rewarded Activity Conversions). You agree to provide only true and accurate information during any Inspection Process.
2. Partner may be required to join a conference call with Prodege, during which you may be asked to demonstrate aspects of your Inspection Process responses in real time (such as through a screen-sharing demonstration). Partner agrees to promptly comply with all Inspection Process requests (including by attending any requested conference calls at a mutually agreed date and time). Should Partner fail to respond to an Inspection Process request, fail to provide the information requested by Prodege, or otherwise fail to substantiate the Platform's operation in compliance with Partner’s representations and basic industry standards, and/or these Terms, Prodege may, in our sole discretion, choose to terminate your access to the Prodege Partner Network, withhold any payments otherwise due to Partner, discontinue Services to you and disqualify you from the Prodege system.
LIMITED LICENSE
1. Subject to these Terms, as amended from time to time, Prodege grants to you a limited, revocable, non-sublicensable, nonexclusive and nontransferable license to install and enable on your Platform any relevant Prodege Features, including Integrations or other software provided as part of the Services, and to thereby make available Surveys and Rewarded Activities to your Users.
2. You are prohibited from decompiling, reverse engineering, disassembling or trying to access or publish the source code of any Prodege Features, Integrations, software or materials, except with explicit permission from Prodege. You may not remove any proprietary labels, text, trademarks, graphics or other marks from Prodege products or services.
3. You may not copy, alter, modify, manipulate or create derivative works of the Features or any Prodege or Client documentation, graphics, Creative, copy or other materials owned by, or licensed to, Prodege in any way.
4. You derive no rights whatsoever with respect to the Survey or Rewarded Activity content or the Creative from these Terms (other than to enable or disable it in your Dashboard), the data collected through our Services (except as expressly set forth in Section 4 of this Part B) or any rewards offered directly to Users by Prodege or any third party on a Host Site or any site other than the Platform.
5. You are only entitled to use or display the Creative to the extent that you are a member in good standing of the Prodege Partner Network. We may revoke your license at any time and with immediate effect by giving you written notice. Except as expressly stated herein, nothing in these Terms is intended to grant you any rights to any of Prodege’s trademarks, service marks, copyrights, patents or trade secrets. You agree that Prodege may use any suggestion, comment or recommendation you choose to provide to Prodege without compensation. All rights not expressly granted in these Terms are reserved by Prodege.
USER DATA COLLECTED BY PRODEGE
1. Our Privacy Policy for Users, available at https://bitlabs.ai/offerwall-privacy-policy, identifies the personal data that Prodege collects directly from Users of your Platform (“User Data,” as defined in Part C of these Terms). You are responsible for ensuring that your notices and disclosures to Users regarding the Services are consistent with these Terms and the terms of our Privacy Policy for Users.
2. By accepting these Terms, you give your consent for Prodege to collect, use, process and share with third parties any User Data, and you warrant that such collection is fully compatible with your Platform's privacy policy and terms of use (as amended, pursuant to Section 4.7 of this Part B).
3. Consistent with Part C of these Terms, you acknowledge and agree that Prodege may disclose or transfer applicable User Data or Transaction Data to a third-party data controller or processor located outside the European Economic Area or United Kingdom without the need for additional, specific notification to the Partner for each such transfer.
4. For certain Rewarded Activities (but not Surveys), we may require Users to verify their identity for security purposes, including by providing a phone number for SMS authentication. Before the User accesses such a Rewarded Activity, Prodege may request that the User voluntarily provide a mobile phone number. If the User consents, they will be sent an SMS text containing a unique code, which they will be asked to provide. If the User declines to provide a mobile phone number, they will be refused access to the Offer. We may rely on third-party service providers to complete the verification, but we do not sell or share any Users’ phone numbers that we receive for this purpose, nor use them for any purposes other than verification, or to ensure the security of the Prodege Properties, Features and Services.
5. If the User has blocked or opted out from the processing of certain personal data by means of the Platform’s privacy policies, opt-outs and consent mechanisms, Prodege will collect and process only data provided to Prodege in compliance with the above-mentioned policies and applicable User consent or direction. Should any User opt out from or deny consent for Prodege to use or disclose User Data required for the Services, this may prevent the effective provision of Survey or Rewarded Activity opportunities to those Users.
6. If your Users link to Surveys or Rewarded Activities outside the Prodege Properties, third-party Researchers or other Clients may also collect User Data directly from those Users, in accordance with their own privacy policies.
7. In addition to the requirements under Section 1.2 of this Part B, and any more user-protective requirements under Applicable Law, you agree to update the public-facing privacy policy for your Platform(s) to include one or both of the following express disclosures (as applicable based on Platform type):
  
  If your Platform(s) include one or more mobile applications:
  
  "Offer Serving Technology
  
  This app uses an SDK developed by Prodege, GmbH (“Prodege”). Prodege is an online offer platform, through which app users are exposed to market research surveys and/or third-party ads, including offers, games, shopping and ‘Magic Receipts’ (collectively, “Rewarded Activities”). Prodege collaborates with publishers of smartphone applications to provide their users with access to Rewarded Activities. When a user connects to this app, certain device and connection data (including Advertising ID, Device ID, and whether and how the user enabled access to the same) is automatically sent, via our app, to Prodege servers to enable Rewarded Activities to display through our app. Prodege collects and processes your data in accordance with applicable legal requirements. For a full list of data Prodege may receive through this app, and further information on how Prodege processes such data, see Prodege’s Privacy Policy, available at https://bitlabs.ai/offerwall-privacy-policy. Prodege may transfer your data to non-EEA countries in accordance with applicable legal requirements, including the
  
  EU-US Data Privacy Framework and/or EU Commission Standard Contractual Clauses. Prodege may share such data with third parties, clients and business partners, for commercial purposes. By downloading the application, you accept the Prodege privacy policy and give your consent for Prodege to process such data. To exercise any applicable rights relating to your data, please visit: https://bitlabs.ai/offerwall-privacy-policy. Again, please review the Prodege Privacy Policy for a more detailed view of how Prodege works and with whom Prodege shares data."
  
  If your Platform(s) include one or more websites:
  
  "Offer Serving Technology
  
  This website uses a web plugin developed by Prodege, GmbH (“Prodege”). Prodege is an online offer platform, through which users are exposed to market research surveys and/or third-party ads, including offers, games, shopping and ‘Magic Receipts’ (collectively, “Rewarded Activities”). Prodege collaborates with publishers of smartphone applications and website owners to provide their users with access to Rewarded Activities. This website uses and enables Prodege cookies to serve Rewarded Activities. Prodege collects and processes your data in accordance with applicable legal requirements. For a full list of data Prodege may receive from this site, and further information on how Prodege processes such data, see Prodege’s Privacy Policy, available at https://bitlabs.ai/offerwall-privacy-policy. Prodege may transfer your data to non-EEA countries in accordance with applicable legal requirements, including the EU-US Data Privacy Framework and/or EU Commission Standard Contractual Clauses. Prodege may share such data with third parties, clients and business partners, for commercial purposes. By using this website, you accept the Prodege privacy policy and give your consent for Prodege to process such data. To exercise any applicable rights relating to your data, please visit: https://bitlabs.ai/offerwall-privacy-policy. Again, please review the Prodege Privacy Policy for a more detailed view of how Prodege works and with whom Prodege shares data."
SHARING OF PRODEGE-COLLECTED USER DATA.

Prodege will not share with you any User Data containing Personal Info/Data (as defined in Part C of these Terms), including any Survey-related Personal Info/Data, except as described in this section:
1. We will share data related to the Revenue Share performance of your Platform, some of which may qualify as Personal Info/Data under applicable Data Protection Laws (defined in Part C of these Terms).
2. When your User attempts any Magic Receipts activity, we may provide you with the Receipt Image and the data required for payment and incentive purposes under Section 3.5 of Part A of these Terms. Prodege may also share with you any available Purchase Data and/or Receipt Metadata associated with the User’s receipt, or other insights related to the User, as may be separately agreed and in compliance with Applicable Law. Prodege does not track your Users across Receipt Conversion events, nor do we attempt to collect or process Personal Info/Data from your Users’ Magic Receipts data. However, Prodege cannot control the content of any images that your Users submit for review. To the extent Prodege inadvertently receives and collects Personal Info/Data from any Magic Receipts activity, and shares the same with you, you agree to promptly notify us upon discovery so that we may take appropriate steps to delete or deidentify the relevant Personal Info/Data.
3. Prodege may choose to provide you, where available, certain deidentified and/or anonymous statistical or demographic data regarding the Users of your Platform. Such a service will be provided to you for free, but Prodege reserves the right to control every aspect of such service (e.g., its form, content, and frequency) and to stop or revoke it at any time.
4. You hereby agree and warrant that you shall not process any data that Prodege may share with you in a way that may be illegal or run contrary to Applicable Laws, including all applicable data protection and privacy regulations.
AFFILIATE NETWORKS
1. If you maintain your own affiliate network (“Network”), you may syndicate Surveys and Rewarded Activities within your Network for your affiliates (each a “Third-Party Affiliate”) to access and provide to their own end-users, subject to these Terms. You will maintain your Network according to the highest industry standards. You shall not permit any party to be a Third-Party Affiliate whose website, app or business model contains Objectionable Content. All Third-Party Affiliates must be and remain at all times in good standing with Partner. Partner shall promptly terminate the access of any Third-Party Affiliate to all Prodege Services upon written notice from Prodege, for any reason and in Prodege’s sole discretion.
2. Partner must require all Third-Party Affiliates to bind themselves in writing to comply with these Terms before they obtain access to any Creative, including an express commitment not to modify the Creative in any way. Partner shall promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take, any action that violates these Terms. In the event either party detects any potential violation by a Third-Party Affiliate with respect to these Terms, Partner shall promptly disclose to Prodege the identity and contact information for such Third-Party Affiliate. Partner will remain liable for any acts or omissions of the Third-Party Affiliate unless you can demonstrate that Third-Party Affiliate affirmatively accepted these Terms prior to any breach, and you provide Prodege with complete and accurate contact information for the same.
REMEDIES

In addition to any other rights and remedies available under Applicable Laws or these Terms, Prodege reserves the right to delete or cancel any User actions submitted through your Platform and withhold or freeze any unpaid Revenue Share or charge back any Revenue Share already paid to your account if: (i) Prodege determines that you have violated these Terms; (b) Prodege receives any User or Client complaints about your participation in the Services which Prodege reasonably believes to have violated these Terms; or (c) any Conversion is later determined to have not met the requirements set forth in these Terms or in the relevant Creative, or is otherwise rejected by a Client. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether such Revenue Share was earned because of such breach. In the event of a material breach of these Terms, Prodege reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions. Prodege reserves the right at any time to terminate your participation in the Prodege Partner Network in case of any breach of these Terms that may impose liability upon Prodege.
INDEMNIFICATION

You hereby agree to indemnify, defend and hold harmless Prodege and our Clients and their respective subsidiaries, publishers, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (a) your breach of these Terms, including any representation, warranty, covenant, restriction or obligation of Partner herein; (b) any misuse by you or by a party under your reasonable control, or by a party that obtained access through you, of the Prodege Properties, Services, Features, Creative, Surveys, Rewarded Activities or any intellectual property or Prodege or a Client; or (c) any claim related to your Platform, including but not limited to, the content contained on your Platform (except for the Creative). Prodege will provide you with written notice of any claim, suit or action from which you must indemnify Prodege.
DISCLAIMERS
1. THE PRODEGE PROPERTIES, FEATURES, CREATIVE, OFFERS, AND SURVEYS, AND THE SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO PARTNER “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” EXCEPT AS EXPRESSLY SET FORTH HEREIN, PRODEGE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. PRODEGE DOES NOT WARRANT THAT OUR SERVICES, FEATURES OR ANY CREATIVE WILL MEET PARTNER’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PROPERTIES, FEATURES OR CREATIVE WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. PRODEGE EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. PRODEGE DOES NOT GUARANTEE THAT PARTNER WILL EARN ANY COMMISSION, OR ANY SPECIFIC AMOUNT OF COMMISSIONS, FROM THE SERVICES.
2. Prodege aims to deliver quality service, however, we cannot guarantee and do not warrant that the Prodege Properties, Features, Services, Integrations, software, or other functions contained therein are or will be uninterrupted, error-free, accurate, complete or current, that any defects will be corrected; or that the Prodege Properties, Features or Services or the servers that make them available are free of viruses or other harmful components. In case you become aware of any fraudulent activity affecting or relating to Prodege or these Terms, you agree to inform Prodege as soon as possible.
3. Prodege does not evaluate, nor does it endorse, the views, policies, products or services presented in Client Surveys or Rewarded Activities and does not warrant or guarantee that all third-party Creative will comply with Applicable Laws.
LIMITATION OF LIABILITY

IN NO EVENT SHALL PRODEGE BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE PROPERTIES, FEATURES, OR SERVICES, NOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF PRODEGE. IN NO EVENT WILL PRODEGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT PRODEGE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. PRODEGE’S CUMULATIVE LIABILITY TO PARTNER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO PARTNER BY PRODEGE IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
CONFIDENTIALITY

Except as otherwise provided in these Terms or with Prodege’s written consent, you agree that all information, including, without limitation, any technical features or specifications, trade secrets, software code or SDKs, business or financial information, customer or vendor lists, or pricing or sales information, concerning Prodege or any of our Clients or affiliates, provided by or on behalf of any of them (the “Confidential Information”) is and shall remain strictly confidential and secret and you shall not utilize any Confidential Information, directly or indirectly, for any purpose other than fulfilling your rights and obligations under these Terms, except and solely to the extent that any such information is: (i) generally known or available to the public through a source not directly or indirectly attributable to you, or (ii) the disclosure of the Confidential Information is required by law or by the competent authorities. Partner shall not use any information obtained under these Terms to develop, enhance or operate a service that competes with the Prodege Properties, Features or Services, or assist any other party to do the same.
INTELLECTUAL PROPERTY

The past, present and future content of the Prodege Properties, Features or Services, including without limitation, copyright works and all intellectual property rights (including Industrial Property rights) such as software, logos, trademarks domain names, designs, graphics, pictures, photos, texts, newsletters, etc. and any and all copyright material and all other intellectual property right and/or materials related to the Prodege Properties, Features or Services are the sole property of Prodege. Except as stated herein, no rights in the Prodege Properties, Features or Services are granted to you.
MODIFICATIONS

In addition to any other form of notice permitted under these Terms, Prodege may modify any of these Terms at any time by providing you notice at the email address of record for your registered account, and/or posting a notification in your Dashboard. The changes will become effective ten (10) business days after such notice is transmitted. If the modifications are unacceptable to you, you should terminate your use of the Prodege Properties, Features and Services within that ten (10) business day period. Your continued use of the Prodege Properties, Features or Services after ten (10) business days have elapsed from transmission of the notice will constitute your acceptance of any such change. In addition, Prodege may change, suspend, or discontinue any aspect of a Survey or Offer, or its Creative, or remove, alter, or modify any tags, text, graphic or banner ad in connection with such Creative, at any time and without advance notice to you. Partner agrees to promptly implement any request from Prodege to remove, alter or modify any Creative, graphic or banner ad used by Partner in connection with these Terms.
NOTICES

Except as expressly indicated above, all notices required or permitted under these Terms shall be in writing, reference these Terms and be deemed given: (i) one day after deposit with a commercial overnight carrier for overnight delivery, with written verification of receipt, or (ii) by delivery of electronic mail to the e-mail address provided below or by the other party.

All such communications will be sent to the following addresses:

FOR PRODEGE:

Prodege, LLC

Attention: Legal Department 2030 East Maple Ave, Suite 200 El Segundo, CA 90245

USA

OR:

[email protected]

FOR PARTNER:

To the contact person at the email and/or postal address specified in the Partner’s

Dashboard account, or as otherwise identified in Prodege’s correspondence with the Partner.
ASSIGNMENT AND TRANSFER

You may not assign or transfer your participation in the Prodege Partner Network under these Terms without the express prior written consent of Prodege.
GOVERNING LAW AND DISPUTES
1. These Terms will be governed by and interpreted in accordance with the laws of the State of California, without reference to its conflicts of law principles. The parties will make every effort to amicably resolve any disputes arising under these Terms. Should they nevertheless fail to reach an informal resolution, the parties agree any suit, action or proceeding (“Dispute”) seeking to enforce any provision of, or based on any matter arising out of or in connection with, these Terms shall be brought exclusively in state or Federal court of competent jurisdiction sitting in Los Angeles County, California. Each of the parties hereby consents to the jurisdiction of such courts in any Dispute, and irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to venue for the Dispute, including any objection based on inconvenient forum.
2. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, or else stricken, and the remaining provisions of these Terms not affected by the invalidity shall remain in effect.
TERMINATION

You may terminate your participation in the Prodege Partner Network at any time by ceasing your use of the Services, removing all Creative from your Platform and deleting all copies of the Creative. To request to cancel or delete your account, contact the Prodege team at [email protected]. We may terminate your participation in the Prodege Partner Network at any time and for any reason in our sole discretion with or without prior notice to you by disabling your access to the relevant Prodege Properties, Services or Features, or by providing you with written notice of termination. Upon termination of your participation in the Prodege Partner Network for any reason, you will immediately cease all use of and delete all associated Creative and all intellectual property or Confidential Information of Prodege and our Clients and will cease representing yourself as a Prodege Partner, or as a Prodege Client affiliate or publisher, for any Surveys or Rewarded Activities. Should Prodege terminate your participation in the Prodege Partner Network, or your access to Prodege Properties, Features, or Services due to your breach, you forfeit all rights to any outstanding Revenue Share payments. Should your Platform become inoperable, you must provide Prodege with at least thirty (30) days’ advance notice of that fact and arrange final payment during that time, or Prodege will not be liable for Revenue Share incurred between your last payment and the date you ceased operations. Except as expressly indicated herein, all rights to validly accrued payments or Commissions, and any other provisions of these Terms which by their nature are intended to survive termination of your participation in the Prodege Partner Network, shall survive termination.
ENTIRE AGREEMENT

These Terms contains the sole and entire agreement between Partner and Prodege with respect to its subject matter and–other than as stated in Section 13 above–they shall not be modified except by a written instrument signed by both parties. The parties agree that no other document, including any click-through terms, conditions or acknowledgments served by Partner, shall prevail over these Terms, and any Services that Prodege provides to Partner shall be governed by these Terms, notwithstanding whether such Services are approved in a separate document or communication that references these Terms.

PART C: DATA PROTECTION ADDENDUM

SCOPE

This Data Protection Addendum (“DPA”) governs Prodege’s Services involving the Processing of “Personal Information” or “Personal Data”—as these terms are defined under Data Protection Laws (collectively “Personal Info/Data”)—for or about Users of Partner’s Platform. To the extent this DPA and the Terms conflict with respect to any subject matter herein, this DPA will control, unless expressly agreed otherwise in writing.

Prodege will Process Partner Data (as defined below) as Partner’s Service Provider/Processor. In the event Prodege will Process Partner Data as a Controller/Business, the Parties will work together in good faith to ensure that Prodege’s independent Processing of Partner Data can be carried out in accordance with Data Protection Laws (obtaining the data subject(s)’ authorization where necessary) and Prodege’s privacy policy. To the extent Partner Processes User Data containing Personal Info/Data, the Parties agree it will do so as an independent Controller/Business with respect to such data, subject to the restrictions in this DPA and the Terms.
DEFINITIONS

This DPA uses the following definitions. Capitalized terms used but not defined here have the meaning given to them in the Terms or Data Protection Laws, as applicable.
1. “Business Purposes” means the enumerated Business Purposes set forth in Cal. Civ. Code section 1798.140(e)(1)-(8) that are applicable to the Services set forth in the Terms, including but not limited to: performing services on behalf of Partner, such as designing, hosting, conducting, or analyzing surveys or their results, maintaining or servicing accounts, providing customer service, processing transactions, verifying information, providing analytic services, providing storage, or other similar services on behalf of Partner.
2. “Data Privacy Framework” or “DPF” means the Commission Implementing Decision of July 10, 2023, pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council on the adequate level of protection of personal data under the EU-US Data Privacy Framework.
3. “Data Subject Access Request(s)” means a request from a Consumer or other data subject to exercise one or more enumerated privacy rights under Data Protection Laws, including a “Consumer Rights Request” (or CRR).
4. “Data Protection Laws” means all data security, confidentiality, and/or privacy laws, rules, and regulations that are now or may become applicable to Prodege, the Services, Partner Data, User Data, and/or any other Personal Info/Data, programs, or products provided pursuant to the Terms, as and when these laws take effect. Data Protection Laws may include, but are not limited to, U.S. Privacy Laws, the GDPR (and any implementing/supplementary legislation), UK GDPR, the Privacy Act, and Directive 2002/58/EC (known as the e-Privacy Directive), and any implementing regulations thereunder, as amended or replaced from time to time.
5. “DPF Principles” means the ‘EU-U.S. Data Privacy Framework Principles’, including the Supplemental Principles.
6. “EU Standard Contractual Clauses” or “Approved EU SCCs” means, where the GDPR or Swiss FADP applies, the standard contractual clauses adopted by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 for the transfer of Personal Info/Data to Third Countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, or any subsequent version thereof released by the European Commission. In the event any subsequent version of such clauses is released that is applicable to the Services, the Parties agree that the then-current version of the clauses will apply, in which case any references in this DPA to specific clauses shall be deemed to refer to equivalent clauses in the then-current version of the clauses, regardless of their enumeration.
7. “GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.
8. “Partner Data” means any Personal Info/Data regarding Users that Prodege receives from or at the direction of Partner exclusively for purposes of performing Services hereunder.
9. “Privacy Act” means the Australian Privacy Act 1988 (Cth) and any regulations and guidance that may be issued pursuant to the Privacy Act from time to time.
10. “Prodege Permitted Purposes” means that Prodege may use Partner Data to: build or improve the quality of its internal services, provided it does not use the Partner Data to provide services on behalf of another person, or correct or augment data acquired from another source; detect data security incidents or protect against fraudulent or illegal activity; comply with law and legal process; exercise or defend legal claims; engage subcontractors; and for other business purposes consistent with the Terms and Data Protection Laws.
11. “Swiss FADP” means the Swiss New Federal Act on Data Protection 2020 (including as amended or superseded).
12. “Terms” means the Prodege Partner Network Terms, as amended from time to time, or another signed agreement between Prodege and Partner incorporating this DPA.
13. “Third Country” means any country that is not a member of the European Economic Area (“EEA”) or United Kingdom (“UK”), and has no adequacy status granted by: (i) the European Commission to non-EEA countries which provide a level of Personal Info/Data protection that is essentially equivalent to that provided in EU law in accordance with GDPR, or (ii) the UK Secretary of State to non-UK countries which provide a level of Personal Info/Data protection that is comparable to that provided in UK law in accordance with UK GDPR).
14. “UK Addendum” means the ‘International data transfer addendum to the European Commission’s standard contractual clauses for international data
  
  transfers’, available at https://ico.org.uk/media/for-organisations/documents/4019539/international-d ata-transfer-addendum.pdf, as adopted, amended or updated by the UK's Information Commissioner's Office, Parliament or Secretary of State.
15. “UK GDPR” means the Data Protection Act 2018 (DPA 2018), as amended, and EU General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of Personal Info/Data and on the free movement of such data, as incorporated into UK law, as amended, and any other applicable UK data protection laws.
16. “US Privacy Laws” means all U.S. federal and/or state data security, confidentiality, and/or privacy laws, rules and regulations that are now or may become applicable to Prodege, the Services, Partner Data, User Data, and/or any other Personal Info/Data, programs or products provided pursuant to the Terms during its term, as and when these US Privacy Laws take legal effect.
17. “User Data” means all data (including Personal Info/Data) concerning a User that is not Partner Data; including, without limitation, any data that Prodege collects, generates or obtains in its capacity as controller, and all Conversion data and related analytics that Prodege may permit Company to access or use in connection with the Services.
PARTNER DATA

To the extent Prodege Processes Partner Data as Partner’s Service Provider/Processor, the following provisions shall apply:
1. The nature and purposes of Prodege’s Processing, types of data subject to Processing, and duration of Processing are as set forth or contemplated in the Terms.
2. Prodege may Process Partner Data for purposes of performing the Services, to carry out Businesses Purposes set forth in this DPA and the Terms, for Prodege Permitted Purposes, and as otherwise agreed to by Partner in writing.
3. Without limiting the generality of the foregoing, unless otherwise agreed in writing, Prodege shall not:
  1. Sell or Share Partner Data;
  2. retain, use, disclose, or otherwise Process Partner Data for any purpose, including for any commercial purpose, other than performing the Business Purposes;
  3. retain, use, disclose, or otherwise Process Partner Data outside of the direct business relationship between Partner and Prodege; or
  4. combine Partner Data received from or on behalf of Partner with Personal Info/Data that Prodege receives from, or on behalf of, another person, or collects from its own interaction with a consumer, except where both: (i) necessary to perform the Business Purposes; and (ii) permitted by US Privacy Laws.
4. Partner authorizes Prodege to use subprocessors to carry out Processing activities involving Partner Data in accordance with this section. Prodege’s website (currently posted at https://www.prodege.com/mrterms/subprocessors/) lists subprocessors that
  
  Prodege currently engages for survey-related Processing activities, and which Partner acknowledges and agrees may be used hereunder. Prodege may engage additional subprocessors to perform the Business Purposes provided it (i) gives Partner an opportunity to object to their engagement and (ii) enters into a written agreement with such subprocessors requiring them to meet substantially the same obligations with respect to Partner Data as Prodege has under this Section C of the DPA.
5. Prodege shall, with respect to the Business Purposes and Partner Data:
  1. comply with Data Protection Laws in performing the Services;
  2. upon Partner’s reasonable request, make available to Partner information in Prodege’s possession necessary to demonstrate Prodege’s compliance with its obligations under Data Protection Laws (subject to time and materials charges at standard rates for efforts that require material effort);
  3. ensure the reasonable security of Partner Data including by: (i) providing the same level of privacy protection to Partner Data as is required by Data Protection Laws and (ii) ensure each person Processing Partner Data is subject to a duty of confidentiality with respect to such Partner Data;
  4. notify Partner if Prodege determines it can no longer meet its obligations under Data Protection Laws and allow Partner to take reasonable and appropriate steps to stop and remediate unauthorized Processing of Partner Data;
  5. upon Partner’s request, provide reasonable assistance to enable Partner to fulfill Data Subject Access Requests (subject to time and materials charges at standard rates for efforts that require material effort);
  6. notify Partner of security incidents affecting Prodege’s Processing of Partner Data that objectively require notification to data subjects and/or government authorities under Data Protection Laws;
  7. provide reasonable assistance and information regarding such security incident (as may be required for the purposes of reporting to the authorities and, where necessary, to the data subjects);
  8. provide Partner with the information reasonably necessary for Partner to conduct and document data protection assessments;
  9. delete Partner Data at the end of performing the Services, or as otherwise instructed by Partner, unless retention is: (i) required by Data Protection Laws or other applicable law; or (ii) pursuant to backup or record-keeping procedures, provided retention is only for such purposes and for as long as reasonably necessary, and that such Partner Data is retained subject to Data Protection Laws and this DPA;
  10. not more than once annually, allow and cooperate with reasonable assessments by Partner of Prodege’s policies and technical and organizational measures in support of Partner’s obligations under US Privacy Laws, using an appropriate and accepted control standard or framework and assessment procedure for such assessments, subject to reasonable access and confidentiality restrictions, and subject to time and materials charges at standard rates for efforts that require material effort (where permitted by Data Protection Laws). Prodege will provide a report of such assessment to Partner upon request. If Prodege receives instructions from Partner that, in its opinion, infringe Data Protection Laws, it shall promptly inform Partner about it; and
  11. to the extent Prodege receives or creates deidentified data in connection with this DPA, it will: (i) maintain such information as deidentified and take reasonable measures to ensure that it cannot be associated with an individual or household (including implementing technical safeguards and business processes to prevent reidentification or inadvertent release of the deidentified data); (ii) publicly commit to maintain and use the information in deidentified form and not to attempt to reidentify the information; (iii) not attribute Partner as a source of such data; and (iv) contractually obligate any third parties receiving such information from Prodege to also commit to (i), (ii), and (iii).
6. Partner represents, warrants, and covenants that it will have and maintain all necessary rights and authority for Prodege to Process Partner Data in compliance with Data Protection Laws and this DPA.
7. Where Prodege Processes Partner Data as Partner’s Service Provider/Processor under the GDPR, UK GDPR, or the Swiss FADP, the following provisions shall apply:
  1. The Processing of Partner Data for Prodege Permitted Purposes is only permitted for Anonymized data. Partner represents and warrants that it has informed the subjects of any such Partner Data that their Personal Info/Data may be Anonymized by third parties.
  2. Any deidentified data received or created in reliance on Section 3(v)(k) of the DPA shall not include data derived from data subjects in the EEA, UK, or Switzerland.
8. Where Partner Data is disclosed to or Processed by Prodege under the Privacy Act:
  1. Prodege shall comply with the Australian Privacy Principles (other than Australian Privacy Principle 1) contained within the Privacy Act in relation to the collection, use, disclosure, storage and destruction or de-identification of such Partner Data; and
  2. Partner shall, on behalf of Prodege, provide notice of Prodege’s collection of Partner Data to any individual in Australia or such other individual who is otherwise entitled to exercise rights under the Privacy Act and whose personal information comprises Partner Data to a standard reasonably consistent with Prodege’s obligations pursuant to Australian Privacy Principle 5.
USER DATA

To the extent Prodege provides Partner with User Data, the following provisions apply:
1. Partner represents, warrants, and covenants that it will:
  1. Process User Data only as permitted by the Terms;
  2. not Sell, Share or otherwise exploit any User Data;
  3. implement and maintain reasonable security procedures and practices to protect all User Data from unauthorized or illegal access, destruction, use, modification or disclosure; and
  4. return or permanently destroy all User Data, and certify that it been returned or destroyed, once no longer needed for the specific purpose(s) for which it was made available under the Terms.
2. Prodege represents, warrants and covenants that it will have and maintain all necessary rights and authority for Partner to Process User Data in compliance with Data Protection Laws.
INTERNATIONAL DATA TRANSFERS

To the extent Partner transfers Partner Data to Prodege that relates to EEA/UK/Swiss Users, the following provisions apply:
1. The Parties agree that the DPF and DPF Principles will control with respect to EEA/UK/Swiss Partner Data transferred by Partner to Prodege.
2. So long as Prodege maintains its DPF certificate, Partner agrees Prodege may process Partner Data in compliance with the DPF, including but not limited to the following:
  1. The Data Privacy Framework, and not the EU Standard Contractual Clauses, will control with respect to data transfers conducted pursuant to the Terms.
  2. Notwithstanding the foregoing, where acting as a Processor, Prodege will notify Partner of any DSAR received relating to Partner Data and cooperate with Partner in responding to such requests.
3. In the event Prodege's DPF certification, or the DPF mechanism itself, is invalidated or otherwise ceases to provide effective authorization under the GDPR, the UK GDPR, and/or the Swiss FADP for data transfers from the EEA/UK/Switzerland to Third Countries, the Parties will rely on the EU Standard Contractual Clauses, the UK Addendum and/or the Swiss addendum for transfers, as follows:
  1. International Data Transfers on a Controller-to-Controller Basis (C2C)
    1. EU SCCs. The Parties incorporate by reference the EU Standard Contractual Clauses (Module 1: Transfers Controller to Controller), which shall govern the transfer of Personal Info/Data to a Third Country, with these stipulations:
      1. Clause 7 (Optional – Docking Clause) is incorporated;
      2. The optional wording of Clause 11 (Redress) will not be incorporated and therefore does not apply to the Parties;
      3. Clause 17 (Governing law) will cite the laws of Ireland and the Parties select “Option 1” to this effect;
      4. Clause 18 (Choice of forum and jurisdiction) will cite the Courts of Ireland for dispute resolution purposes;
      5. Annexes I and II to this DPA supplies the information required by Annexes I and II; and
      6. The competent supervisory authority will be the data protection authority of Ireland.
    2. UK Addendum. The Parties incorporate by reference the UK Addendum, which shall govern the Processing of Personal Info/Data that: (a) originates in the UK and is exported out of the UK to an inadequate jurisdiction, or (b) is done on behalf of a UK entity, with these stipulations:
      1. Annex I to this DPA supplies the information required by Table 1 of the UK Addendum;
      2. In Table 2, the Parties select the checkbox that reads: “the Approved EU SCCs, including the Annex Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for
        
        the purposes of this Addendum”. The applicable Module is number 1 (Controller to Controller), with these modifications:
        
        Clause 7 (Optional – Docking Clause) is incorporated;
        
        The optional wording of Clause 11 (Redress) will not be incorporated and therefore does not apply to the Parties;
      3. Annexes I and II to this DPA supply the information required by Table 3 of the UK Addendum; and
      4. In Table 4, the Parties agree that only the Exporter may end the UK Addendum as set out in Section 19 of thereof.
      5. In case the Parties can no longer rely on the UK Addendum as an appropriate data transfer mechanism, the Parties will conclude an alternative data transfer mechanism to replace the UK Addendum, without undue delay.
  2. International Data Transfers on a Controller to Processor Basis (C2P)
    1. EU SCCs. The Parties incorporate by reference the EU Standard Contractual Clauses (Module 2: Transfers Controller to Processor), which shall govern the transfer of Personal Info/Data to a Third Country, with these stipulations:
      1. Clause 7 (Optional – Docking Clause) is incorporated;
      2. Clause 9(a): General Written Authorisation and 10 business days;
      3. The optional wording of Clause 11 (Redress) will not be incorporated and therefore does not apply to the Parties;
      4. Clause 17 (Governing law) will cite the laws of Ireland and the Parties select “Option 1” to this effect;
      5. Clause 18 (Choice of forum and jurisdiction) will cite the Courts of Ireland for dispute resolution purposes;
      6. Annexes I, II and III to this DPA supply the information required by Annexes I, II and III; and
      7. The competent supervisory authority will be the data protection authority of Ireland.
    2. UK Addendum. The Parties incorporate by reference the UK Addendum, which shall govern the transfer of Personal Info/Data covered by the UK GDPR to Third Countries, with these stipulations:
      1. Annex I to this DPA supplies the information required by Table 1 of the UK Addendum;
      2. In Table 2, the Parties select the checkbox that reads: “the Approved EU SCCs, including the Annex Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum”. The applicable Module is number 2 (Controller to Processor), with these modifications:
        
        Clause 7 (Optional – Docking Clause) is incorporated;
        
        Clause 9(a): General Written Authorisation and 10 business days;
        
        The optional wording of Clause 11 (Redress) will not be incorporated and therefore does not apply to the Parties;
      3. Annexes I and II to this DPA supply the information required by Table 3 of the UK Addendum;
      4. In Table 4, the Parties agree that only the Exporter may end the UK Addendum as set out in Section 19 thereof.
  3. Swiss Transfers (both C2C and C2P)
    1. As required by the Swiss FADP, the Parties incorporate by reference the EU Standard Contractual Clauses, as set forth in this DPA, to govern the transfer or Processing of Personal Info/Data that: (a) originates in Switzerland and is exported out of Switzerland to an inadequate jurisdiction, or (b) is done on behalf of a Swiss entity, with these stipulations:
      1. References to Member States in the Clauses shall include Switzerland;
      2. References to applicable data protection law or the GDPR shall refer to the Swiss FADP;
      3. The courts of the Member State referenced in Clause 18 (c) shall be the Swiss courts for the place where the data subject has his/her habitual residence; and
      4. In accordance with Clause 13, the competent supervisory authority in Annex I.C. shall be the Swiss Federal Data Protection and Information Commissioner.
EFFECTIVE DATE AND TERMINATION

This DPA is effective as of the earlier of the date that Partner either:
1. enters into the Terms incorporating it by reference; or
2. instructs Prodege to begin Processing Partner Data in connection with Services offered subject to the Terms.

This DPA will remain in effect until such time as:

the Terms are terminated, or all Services thereunder are completed, and
1. Partner instructs Prodege to delete all Partner Data, or
2. Prodege otherwise does so in accordance with the Terms and Partner’s instructions.

APPENDIX A

ANNEX I

List of Parties
1. Data importer(s):
  
  Name: Prodege, LLC, or its affiliate, as identified in the Terms Address: 2030 E. Maple Ave, Suite 200, El Segundo, CA 90245, USA Contact person’s name, position and contact details:
  
  Stacey Olliff; SVP, Legal and Business Affairs; [email protected]
  
  Activities relevant to the data transferred under these Clauses: The activities specified in the Terms and in section B of this Annex.
  
  Signature and date: By accepting the Terms and DPA, and/or transferring Partner Data from the EEA/UK/Switzerland to Third Countries on Partner’s instructions, the data exporter will be deemed to have signed this Annex I.
  
  Role: Processor/ Controller (as applicable)
2. Data exporter(s):
  
  Name: Partner’s full legal name, as specified during registration, in the Dashboard, or in other legal notice from Partner to Prodege.
  
  Address: Partner’s address, as specified during registration, in the Dashboard, or in other legal notice from Partner to Prodege.
  
  Contact person’s name, position and contact details: Partner’s contact person, as specified during registration, in the Dashboard, or in other legal notice from Partner to Prodege.
  
  Activities relevant to the data transferred under these Clauses: The activities specified in the Terms and in Section B of this Annex I.
  
  Signature and date: By accepting the Terms and DPA, and/or using the Services to transfer Partner Data from the EEA/UK/Switzerland to Third Countries, the data importer will be deemed to have signed this Annex I.
  
  Role: Controller
Description of Transfer
1. Categories of data subjects whose Personal Info/Data is transferred:
  - Users who access Prodege Services via Partner’s Platform
  - Partner contact persons and representatives
2. Categories of Personal Info/Data transferred:
  
  The Terms, as the same may be amended from time to time (which amendment shall serve to update this Section B), specify the categories of Personal Info/Data transferred, which (for Users who access Prodege Services via Partner’s Platform) may include real name, account name, login or other alias, email address, street/postal address, telephone number, date of birth, demographic information, IP address, device ID (including IMEI), MAC address, or other identifying personal information, including answers to Survey questions, and for Partner contact persons, real name, professional contact details (including, inter alia, location, postal and email address, professional phone number), position, and contact preferences.
3. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:
  
  As specified in the Terms, as the same may be amended from time to time (which amendment shall serve to update this Section B), if applicable.
4. Frequency of transfer (e.g. whether the data is transferred on a one-off or continuous basis):
  
  On a continuous basis for new Users who access Prodege Services via Partner’s Platform.
5. Nature of the processing:
  
  Collection, processing and/or transfer of EEA/UK/Swiss data subjects’ Personal Info/Data on behalf of Partner, as specified in the Terms.
6. Purpose(s) of data transfer and further processing: (as applicable)
  - To make Prodege Services available to Partner and to Users who access them via Partner’s Platform, and/or for other processing purposes specified in the Terms.
  - To manage the contractual relationship with Partner.
7. Period for which Personal Info/Data will be retained, or, if that is not possible, the criteria used to determine that period so long as necessary to achieve the purpose of the transfer:
  
  As specified in the Terms, or for so long as necessary to achieve the purpose of the transfer.
8. For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing:

See Annex II below for authorized subprocessor details.

Technical and Organisational Measures, Including Measures to Ensure the Security of the Data

Prodege has implemented and shall maintain the following technical and organizational security measures, at a minimum:

Appropriate environmental and physical security measures to prevent unauthorized physical access to restricted information and the systems used to manage it;
Restricting access to only the resources necessary for users (application, database, network, and system administrators) to perform authorized functions, and documenting all the user types and their related permissions;
Requiring strong authentication and encryption that meet security standards for any remote access to confidential information and Prodege’s network;
Securing authentication information (username and password) only by acceptable security standards;
Separating Prodege's information from any other customer or data importer’s own applications and information, including but not limited to the public internet or any system used by the data importer.
Information is protected using appropriate tools and measures, including but not limited to access control, firewall and antivirus applications;
Prohibiting the transfer and storage of Prodege’s information on removable devices, laptops, smartphones, tablets, etc., and implementing security measures such as encrypting information stored on mobile devices;
Regularly installing the most recent system and security updates to systems that are used to access, process, manage, or store information;
Conducting risk assessment processes and surveys to regularly assess information security risks, and remediating any identified risks as soon as possible;
Employing appropriate identification and access controls to any of Prodege’s systems and saving log files of all access to confidential information;
Transferring confidential information by using secure file transfer protocol via an industry-standard provider;
Conducting third-party penetration tests not less than annually;
Dedicated internal resource for periodic code review;
Ensuring that all personnel, subcontractors or representatives performing work under the Terms, act in compliance with these measures; and
Providing an appropriate level of periodic training concerning the organizational security measures and privacy issues, to the personnel who have access to Prodege’s confidential information.

List of Pre-Approved Sub-Processors

In addition to any subprocessors specified in the Terms or in the Dashboard, Prodege’s website (currently posted at https://www.prodege.com/mrterms/subprocessors/) lists subprocessors that Prodege currently engages for Processing activities related to the Terms, which Partner acknowledges and agrees may be used hereunder.

PART A: REGISTRATION & DESCRIPTION OF SERVICES

PART B: ADDITIONAL TERMS OF USE

PART C: DATA PROTECTION ADDENDUM

PART A: REGISTRATION & DESCRIPTION OF SERVICES

REGISTRATION

SURVEY SERVICES

CONVERSIONS

PAYMENT TERMS

USER INCENTIVISATION

PART B: ADDITIONAL TERMS OF USE

YOUR REPRESENTATIONS AND WARRANTIES

INSPECTION RIGHTS OF PRODEGE

LIMITED LICENSE

USER DATA COLLECTED BY PRODEGE

If your Platform(s) include one or more mobile applications:

If your Platform(s) include one or more websites:

SHARING OF PRODEGE-COLLECTED USER DATA.

AFFILIATE NETWORKS

REMEDIES

INDEMNIFICATION

DISCLAIMERS

LIMITATION OF LIABILITY

CONFIDENTIALITY

INTELLECTUAL PROPERTY

MODIFICATIONS

NOTICES

ASSIGNMENT AND TRANSFER

GOVERNING LAW AND DISPUTES

TERMINATION

ENTIRE AGREEMENT

PART C: DATA PROTECTION ADDENDUM