1. Introductory provisions

1.1 The Provider. We are FunFirst s.r.o., with its registered office at Na louži 258/13, Vršovice, 101 00 Praha 10, identification number 04011635, registered in the Commercial Register maintained by the Municipal Court in Prague under file number C 241333 (“Provider”), which operates an online application (platform) available at emailit.com that enables its customers and partners to send and distribute their business messages in bulk via email, SMS, chat applications and other means (“Platform”). We also operate in US under our daughter company FunFirst, Inc.

1.2 Terms. These Terms apply to service and collaboration agreements (“Agreement”) entered into between Provider and any user of the Platform (” User”) who uses Provider’s services through the Platform as described below in these Terms. These Terms are an integral part of the Agreement. If the Contract provides otherwise than these Terms, the provisions set out in the Contract shall apply.

1.3 Contact details. Unless otherwise expressly agreed, the User may use the following contact details of the Provider to communicate with the Provider: FunFirst s.r.o., Na louži 258/13, 101 00 Prague 10 e-mail: support@emailit.com phone: +420 728 919 230

1.4 Legal regulations. The Agreement and the Terms and Conditions are governed by Czech law, in particular Act No. 89/2012 Coll., the Civil Code, as amended (the “Civil Code”). If the relationship established by the Contract (including the Conditions) contains an international (foreign) element, then the Parties agree that the relationship shall be governed by Czech law.

1.5 Business relationship. The User declares that it is an entrepreneur within the meaning of the Civil Code and therefore enters into the Contract in the course of its business or in the course of its business. In the event that the User believes that he/she concludes the Contract as a consumer, he/she shall contact the Provider, who shall negotiate the terms of the Contract with him/her individually.

2. Interpretative provisions and definitions

2.1 Legal successors. The terms Provider and User include their successors in title and any person authorised to act for them.

2.2 References to Regulations. Unless otherwise expressly stated, a reference to a provision of a regulation is a reference to the provision of the regulation as amended from time to time.

2.3 Abbreviations. Unless otherwise specified in these Terms, any capitalized terms used in these Terms shall have the meanings set forth below:

“Price” means the price for the Service and any other payments associated with the provision of the Services in accordance with the Provider’s current price list published on the Platform.

“Domain” means the domain on whose behalf the User sends Electronic Communications to Subscribers.

“Electronic Communication” means a commercial or other communication, text, voice, image or sound message, created by or for the User, which is sent to Subscribers through the Platform via a public electronic communications network.

“Electronic Communication Content” means any content created by the User or a third party for the User that is part of an Electronic Communication.

“Subscriber” means the person to whom an Electronic Communication is sent.

“Emailit Service” means enabling the use of the Platform and other electronic tools to create, manage and send Electronic Communications (bulk distribution of commercial and other communications)

“Services” means the services provided by the Provider to the User pursuant to the Agreement, consisting in particular in the provision of the Platform and further consisting in the provision of access to the Platform and the use of other services as described in these Terms and Conditions or in the Agreement.

“Contracting Party” means a party to the Contract, i.e. the Provider and/or the User.

“Spam” means any unsolicited communication sent as an Electronic Communication to a Subscriber without there being a legal reason for sending it. Spam shall also include any Electronic Communication that does not comply with these Terms, including the terms and conditions for the Content of the Electronic Communication.

“User” means any user of the Platform with whom the Provider enters into a Contract. User also means other persons who use the Platform on the instructions of the Principal User as a Party to the Contract.

“User Account” means the User’s interface through which the User can manage Electronic Communications, Subscriber data, enter and manage the sending of Electronic Communications and take other actions that the User’s interface allows.

“Email Credit” are purchased credits that are used for sending emails. Those credits are granted to account and can be used any time. Every time an email is sent it takes credits depending on the fees.

3. Conclusion of the Agreement

3.1 Conclusion of the Contract. The contractual relationship between the Provider and the User is established by the conclusion of the Contract. The Contract may be concluded in the following ways: (a) Through registration of the User Account on the Platform, in which case the Contract is concluded and becomes effective at the moment of registration of the User Account on the Platform; b) in writing in paper form, in which case the Contract is concluded and becomes effective at the moment the Contract is signed by both Parties; c) by electronic means (e-mail, software for electronic signature of documents, etc.), in which case the Contract is concluded and becomes effective at the moment when the Parties agree on its content; the Contract and its amendments may be agreed by a mere exchange of e-mail messages with a simple electronic signature.

3.2 Obligations of the Parties. Under the Agreement, the Provider undertakes to provide the User with its Services to the extent enabled by the functionalities of the User Account and the Platform, i.e. in particular to enable the User to use the Platform for the purpose of sending Electronic Communications, managing the User Account, managing the Subscriber database, preparing and editing Electronic Communications, monitoring the overview of statistics related to Electronic Communications, etc. The User undertakes to use the Platform in accordance with these Terms and to pay the Provider the Price for the Services provided.

3.3 Presentation of Services. No presentation of any services, products or technologies on any Provider’s website shall constitute an offer to enter into the Agreement.

3.4 Business Practices. No rights or obligations of the Parties under the Contract shall be implied from any practice established between the Parties or customary practices maintained in the industries in which the Parties operate.

3.5 Refusal to Register. The Provider shall not be obliged to conclude the Agreement with the User (may refuse to register the User Account) entirely at its discretion, in particular with persons who have previously breached the Agreement (including the Terms and Conditions) or acted in violation of generally binding legal regulations.

4. User Account

4.1 Registration Form. In order to use the Services and the Platform, the User must fill in their identification and contact details in the registration form on the Platform. Completion and submission of the data constitutes a proposal to enter into the Agreement.

4.2 Completion of registration. Once the User has filled in the necessary data, agreed to the wording of these Terms and Conditions and completed the registration by clicking on the button, the moment of receipt of this confirmation is the moment of the Contract between the Parties, unless the Parties agree otherwise and use other means of concluding the Contract, which are described above. It is necessary to verify the User’s telephone number through the Platform before the User is allowed to send Electronic Communications and use other Services of the Platform.

4.3 Access to User Account. By entering into the Agreement and upon confirmation of the User Account registration, the User will gain access to the User Account on the Platform. The User Account allows for the management of the User’s data, the setting of the Services, the Tariff and access to an overview of statistics related to Electronic Communications.

4.4 Accuracy of data and information. When creating a User Account, the User is required to provide only current, accurate and complete information. In the event that the User provides invalid, incorrect or outdated data when registering the User Account, the Provider is not obliged to conclude the Agreement or activate the User Account. The User undertakes to keep his/her data (in particular billing data) provided in the User Account accurate and, in the event that his/her data changes, to notify the Provider of such changes without undue delay by changing the data in the administrative interface of the User Account. The User shall be responsible for any damage caused to the User by entering incorrect, outdated or incomplete data or failure to notify changes thereto, the Provider shall not be liable.

4.5 Security of the User Account. The User Account is secured with a login name and password. The User is obliged to maintain confidentiality regarding the access data and undertakes not to allow third parties to use the User Account. The User may also choose two-step verification when accessing the User Account.

4.6 Limitation of the User Account. The Provider is entitled at any time, at its sole discretion, to temporarily or completely prevent the use of the User Account or prohibit the sending of certain Electronic Communications, in particular in the event that the User violates its obligations under the Agreement (including the Terms and Conditions) or violates generally binding legal regulations in connection with the provision of services under the Agreement.

4.7 Management of the User Account and breach of the Terms and Regulations. The User is entitled to manage its User Account, Electronic Communications and Subscriber database. If, while managing and/or sending Electronic Communications, the User violates the Agreement (including the Terms and Conditions) or acts in violation of generally binding legal regulations or good morals, the User will be requested by the Provider to promptly remedy the situation, usually through the communication interface in the User Account. If the User fails to do so within the period of time specified by the Provider, the User Account will be deactivated.

5. Price and payment terms

5.1 Price. The User shall pay the Provider the Price for its Services. The Price is set out in the Provider’s price list available on the Platform. The User may choose to pay the Provider for the Services on a monthly or annual basis.

5.2 Provision of the Services free of charge. Provider may determine under what conditions the Services are provided free of charge. Provider may, at its sole discretion, discontinue providing the Services free of charge at any time.

5.3 Price Changes. The amount of the Price may change during the term of the Agreement at the Provider’s discretion, taking into account the current market situation, but may not change retroactively. Provider will notify User of a change in pricing through User’s User Account. In the notification of the Price change, the Provider shall inform the User of the possibility to refuse the Price change and shall notify the User of his right to terminate the Contract for this reason. The User may terminate the Contract by email sent to the Provider’s contact email or via the User Account.

5.4 Tariffs. The User may choose from the tariffs offered. The price and content of the Services provided under a given tariff is specified in the price list. Individual tariffs can be selected in the User Account.

5.5 Payment of the Price. The User shall pay the Price by one of the following methods, which may be selected on the Platform:

(a) When registering a User Account, the User shall enter the information of his/her payment card belonging to the bank account from which the Price will be charged. The Provider will always debit the Price for the selected billing period agreed with the User; b) the User shall load prepaid credits into his User Account by a single payment, which shall then be used to pay the Price by the Provider automatically debiting them for each payment of the Price or part thereof. VAT will be added to the Price at the rate applicable by law. An invoice (tax document) for each payment will be sent by the Provider to the User via the User’s account.

5.6 Inability to pay the Price. In the event that it is not possible to charge the Price according to the previous paragraph, the Provider is entitled to stop providing the Services to the User.

5.7 VAT. The Price shall be invoiced in accordance with the law and the User shall comply with the value added tax obligations in relation to the Price according to the country of its domicile.

5.8 VAT Declaration. The User further declares that it duly fulfils its tax obligations under the Legislation, in particular obligations relating to tax administration, and that the relevant tax authority has not ruled that the User as a taxpayer is an unreliable taxpayer. Should such a decision of the tax administrator occur during the term of the Agreement, the User undertakes to inform the Provider of this fact immediately.

5.9 Cooperation with agencies. In case the User is interested in providing the Services for multiple entities or in a larger volume, the Provider may, at its discretion, allow the User to use the Services on more favourable terms/customized terms. If the User is interested in such negotiations on individual terms of the Agreement, the User shall contact the Provider by e-mail or via the Platform.

6. Preparation and sending of Electronic Communication

6.1 Subscriber Contacts. The User is entitled to enter the contact details of Subscribers through the User Account for the purpose of sending Electronic Communications. It is possible to sort individual Subscriber contacts into separate lists, add labels to them, and perform other actions that the User Account allows.

6.2 Domain. In order to send Electronic Communications, the User must specify the Domain on whose behalf the Electronic Communications will be sent.

6.3 User Account Features. The User is entitled to edit various User Account settings within the User Account that the Platform allows at any given time and to upload Electronic Communications, Electronic Communication templates and Subscriber contacts.

6.4 Electronic Communication Requirements. Electronic Communications must at all times comply with the requirements set out in these Terms, in particular Article 8 of the Terms.

6.5 Control of Electronic Communications by the Provider. The Provider is entitled at any time to control the Electronic Communication, the Content of the Electronic Communication, the User Account, the contact details of the Subscribers and any content published by the User on the Platform, or, even without prior notice, to refuse to allow the sending of the Electronic Communication if it contravenes the Terms and Conditions, the Contract and/or mandatory regulations of the Czech Republic and/or if, in the Provider’s opinion, it is inappropriate or contrary to good morals and morality.

6.6 Sending Electronic Communication. By clicking on the button for sending Electronic Communication, the User instructs the Provider to send Electronic Communication to the Subscribers selected by the User. This instruction is irreversible and cannot be withdrawn.

7. Service and support, non-functionality of the Platform

7.1 Contacts. In case of questions or problems arising, the User may contact the Provider in the following ways:

Address: Na louži 258/13, Vršovice, 101 00 Prague 10 e-mail: support@emailit.com phone: +420 728 919 230 via the helpdesk on the Platform

7.2 Non-standard requests. Any resolution of non-standard User requests beyond the scope of normal service support may be subject to a fee. The Provider shall inform the User that a particular service or action is subject to a fee before providing such service or performing such action.

7.3 Availability of the Platform. The User acknowledges that the Platform and the User Account may not be available continuously, especially with regard to the necessary maintenance of the hardware and software equipment of the Provider, or third parties, due to force majeure, etc. The User will be informed about any downtime of the Platform, if possible, via the User Account.

7.4 Short-term outages. It shall not be considered a breach of the Agreement by the Provider if the Platform or the User Account is unavailable due to necessary maintenance, which consists in a short-term (max 24 hours) downtime of the Platform and the provision of the Services. In addition to the necessary maintenance, the Provider will perform free updates of the Platform, where the Provider is entitled to limit or suspend the functionality of the Platform in order to perform such updates. The limitation or suspension of the Platform and the provision of the Services due to necessary maintenance or updates shall not be considered a breach of the Agreement.

7.5 Claims. In the event that the Services are defectively provided, the User has the right to make a claim. The complaint must be submitted to the Provider’s e-mail, within 5 working days. The Provider will not take into account any later claims. The User is not entitled to compensation for the costs associated with the claim. The Provider shall handle the complaint as soon as possible and inform the User about the result of the complaint procedure by e-mail.

8. Rights and obligations of the User

8.1 Obligations of the User. The User undertakes to proceed as follows when using the Platform, the User Account and when sending Electronic Communications:

(a) When disseminating Electronic Communications, the User is responsible for the content, truthfulness and timeliness of the information contained in the Electronic Communications, including its identification and billing information; b) it must be clear to the Subscriber from the information published in the Electronic Communication that the User, not the Provider, is the disseminator (sender) of the Electronic Communication; c) the User is obliged to comply with the obligations arising for the disseminators of commercial or other communications on the basis of legal regulations when preparing and sending the Electronic Communication. In particular, he is obliged to: mark the Electronic Communication so that it is clearly visible that it is a commercial communication; include in the Electronic Communication unambiguous and clear information and identification data of the sender of the Electronic Communication; allow the Subscriber to unsubscribe from the Electronic Communication using the button located at the footer of the Electronic Communication. d) The User shall be entitled to instruct the Provider to send Electronic Communications only to Subscribers who have consented to subscribe to them, where such consent meets all requirements of the legislation, or to those Subscribers from whom the User has obtained their contact details in connection with the sale of its product or services in accordance with the applicable legislation, whereby the User may only send Electronic Communications to such Subscribers that relate to the products and services purchased by the Subscriber or similar products and services, unless the Subscriber has initially refused the sending of commercial communications by the User; e) Electronic Communications shall not contain any portion that: incite or tend to incite non-compliance with any obligation imposed by law or endorse criminal acts, threaten other persons or groups of people with harm, bodily harm or death; defamed a nation or an ethnic group, a language or a race or a population group on account of their political beliefs or religion; or incited hatred against a nation, ethnic or other population group or the restriction of the rights and freedoms of members of such a group; induce or incite substance abuse, or encourage or promote substance abuse; contain pornographic works; contain violence or disrespect for persons; Contain false or misleading information that is likely to mislead Subscribers; contain information or data about a person that could damage that person’s reputation, goodwill, respectability, impair that person’s employment, interfere with that person’s goodwill, or otherwise cause that person harm; infringe the intellectual property of third parties or the Provider; promote illegal products and services; violate standards of morality and good manners; f) The User shall use the Platform and his/her User Account in such a way as not to disrupt the proper functioning of the Platform or damage the reputation of the Provider or the Platform. The User shall not engage in any activity or use any tools or procedures that may restrict or adversely affect the operation of the Platform. The User shall not perform any attacks on the Provider’s server or burden it with automated requests. It is also a breach of this obligation to allow, even unintentionally, any third party to do so; g) The User is obliged to ensure that he/she has adequate technical equipment to enable him/her to use the Services.

9. Intellectual property

Intellectual property of the Provider

9.1 Copyright Works. The Provider is the exclusive and unrestricted executor of all proprietary and, to the fullest extent permitted by law, personality rights to the Platform as a work of authorship within the meaning of Act No. 121/2000 Coll., Copyright Act, as amended (“Copyright Act”).

9.2 License. By entering into the Agreement, the Provider grants the User a limited right to use the Platform to the extent of the functionalities enabled to the User under the User Account (the ” License”). The License is non-exclusive and is not limited by territory. The License is granted for the duration of the Agreement. Under the License, the User is not entitled to grant a part of the authorization constituting the License (grant a sublicense) to a third party or assign the License to a third party without the Provider’s consent. The Licence fee for granting the Licence is part of the Provider’s remuneration under these Terms and Conditions.

9.3 Reservation of Rights. All of Provider’s rights (both proprietary and personal, where permitted by law) in the Platform shall remain vested in Provider. Provider does not grant User any additional rights or access to the Platform under the Agreement beyond the scope of the License.

9.4 Disposal of the Platform. User agrees not to copy or replicate the Platform in any way. This obligation includes a prohibition on any use of the Platform other than in accordance with these Terms, the Agreement or for any purpose other than the use of the services under the Agreement, including, but not limited to, any hacking, modification, alteration of the appearance and functionality, or any other activity that could lead to overloading and/or disrupting the stability, security or operation of the Platform or modifying the Platform or any part thereof, or any attempt to obtain the source code of the Platform or any part thereof. It is also a breach of this obligation to allow, even unintentionally, any third party to do so.

Intellectual property of the User and third parties

9.5 License to Electronic Communication Content. The User hereby grants to the Provider a non-exclusive license to make unrestricted use of the works, i.e. in particular names, logos, slogans, graphic works and photographs, which are part of the Electronic Communication Content. This authorisation is granted without territorial or temporal limitation and free of charge.

9.6 Subscriber Database. The Subscribers’ database created by the User may be a copyright work under the Copyright Act, for such cases the User grants the Provider the authorization to extract such database within the meaning of Section 90(2) of the Copyright Act.

9.7 Liability of the User. The User is responsible for ensuring that the Electronic Communication, the Content of the Electronic Communication or any other content published by the User on the Platform does not infringe any third party rights. The Provider shall not be liable for any content of such data and in the event of any third party claims in relation to such content against the Provider, the User undertakes to indemnify the Provider for any damage caused by such third party claim.

9.8 References. The Parties are entitled to include the other Party as a reference on their website. If they transmit logos or other works to each other for this purpose, they are entitled to use them for the purpose of attaching them to the reference, according to the instructions of that Party. If no such instructions are given, then according to their normal use for the purpose without diminishing their value.

10. Duration and termination of the Contract

10.1 Duration of the Contract. The Contract is agreed for an indefinite term and for a minimum period of 3 months.

10.2 Termination. Either Party may terminate the Contract by written notice addressed to the other Party, which shall be deemed to be in writing if sent from the Provider’s contact email address or the User’s contact email address provided in the User Account. In such case, the Contract shall end on the last day of the period for which the Price for the provision of the Services has been paid.

10.3 Withdrawal from the Agreement. The Parties may withdraw from the Agreement only in the cases provided by law or the Agreement (including the Terms). The Parties may not withdraw from the Contract in respect of services they have already provided to each other. In particular, the Provider is entitled to withdraw from the Contract if the User repeatedly violates the Terms and Conditions or the law.

10.4 Material breach of obligations by the User. The Provider is entitled to withdraw from the Agreement in the event of a material breach of the Agreement by the User, in particular: (a) in the event that Subscribers repeatedly report the User for violation of generally binding regulations, or Subscribers repeatedly complain about the User and/or its Electronic Communications; b) the User has committed an act that may compromise the software necessary for the operation of the Platform; c) the User has committed an act intended to reduce the price paid for the Services (e.g. setting up multiple User Accounts and/or splitting the Subscribers’ contact database to meet the conditions for providing the Services free of charge); d) the User has used the personal data of Subscribers, the processing and use of which it has no lawful reason; e) the User violates the agreement on processing of personal data, which is an annex to these Terms; f) the User has sent Electronic Communications that have been repeatedly marked and/or reported as spam by Subscribers and/or if the percentage of Spam exceeds 0.05% of the sent Electronic Communications; g) breaches the Agreement or the Terms. h) if the User imports more than 5% of non-existent contacts into the Subscriber database.

10.5 Deactivation of User Account. The Provider shall deactivate the User Account in case of inactivity for 9 months in case the User uses the Services free of charge, after 12 months of inactivity the User Account shall be completely and irreversibly removed. The Agreement shall also terminate in the event of deactivation of the User Account in accordance with these Terms and Conditions.

10.6 Suspension and Limitation of Services. The Provider may suspend the provision of the Services or terminate the provision of the Services to the User in whole or in part if the User repeatedly breaches the Agreement (including the Terms and Conditions) or if such breach is suspected or if the Provider has any other legitimate reason. In case of limitation or suspension of the said services, the Provider shall provide the User with the reasons for such decision by e-mail, no later than at the moment when the limitation or suspension takes effect. The User acknowledges that the Provider does not have to inform the User of the suspension of the Services in such cases: a) Provider has a legal or regulatory obligation to terminate the provision of Services to User in a manner that does not allow Provider to inform User, b) if the Provider withdraws from the Contract for an urgent reason under these Terms and Conditions or the law, c) if the User is proven to be in repeated breach of the Contract (including the Terms and Conditions).

10.7 Reason for suspension and limitation of Services. The justification for the Provider’s decision to restrict or terminate the Services must include reference to the specific reasons, facts or circumstances that led to the decision, including the content of any third party notifications.

11. Liability

11.1 Provider’s Limit of Liability. The Provider shall be liable to the User for damages caused by a gross or willful breach of the Agreement, but not more than to the extent of the User’s actual remuneration for the use of the Services under the Agreement in the last month before the occurrence of the event that led to the User’s injury. The lost profit shall not be compensated in any case.

11.2 Exceptions to Provider’s liability. The Provider shall not bear any liability for the Electronic Communication and the Content of the Electronic Communication, as well as for the proper performance of the User’s obligations arising from generally binding regulations. The User shall be fully liable for any damage caused by the Electronic Communication. In the event that, pursuant to any legal regulation, court or other decision or as a result of any other fact, the Provider is obliged to pay any amount in favour of the User or any third party, the User undertakes to fulfil the aforementioned obligation (debt) towards the User or third party on behalf of the Provider, without any recourse to the Provider for payment of such amount.

11.3 Responsibility for Delivery of Electronic Communications. Provider shall have no responsibility for the delivery of Electronic Communications because Provider is only obligated under the Agreement to send Electronic Communications.

11.4 Misuse of the Platform and User Account. Provider shall not be liable for any harm caused by misuse of the Platform or User Account for any reason whatsoever. The Provider shall not be liable for any damages (including lost profits) resulting from the use of the Platform, the User Account or from any limitation or interruption of their availability. Furthermore, the Provider shall not be liable for any interruption in the provision of the Services if this is caused by third parties or force majeure (e.g. cyber attack, prolonged failure of electricity supply or telecommunication connection, improper servicing by service companies) or by the User (e.g. improper handling of the Platform, User Account, failure to ensure Internet connection, defect in equipment, defect in hardware, third party elements and technologies, etc.) or due to the fact that the operation of the Platform is terminated or the User Account is deactivated. For these cases, the User waives the right to compensation for damages.

11.5 Responsibility for the functionality of the Platform and connection to third party programs. The Provider is not responsible for the smooth functionality and connection of the Platform or User Account to third party programs and devices.

11.6 User Responsibility. If the User breaches the obligations of these Terms, whether intentionally or unintentionally, the User shall be liable to the Provider for the full amount of damages and shall indemnify the Provider for all costs it has had to incur to remedy the defective condition resulting from the User’s breach.

12. Silence

12.1 Confidential Information. The Parties agree that the Contract and all information related thereto shall be confidential without any need to be so designated and neither Party shall be entitled to disclose such information in any form to third parties without the consent of the other Party, except where disclosure of such information is required by law or by competent authorities pursuant to law or where it is information that is already in the public domain. This shall be without prejudice to the Parties’ right to disclose information relating to the Contract and any other information and documents relating thereto to their professional advisers consulted by the Parties in the conclusion and performance of the Contract and to their employees or other contractors through whom they implement the subject matter of the Contract, provided that such persons undertake to observe confidentiality obligations at least to the same extent as those arising from the Contract (including the Conditions).

12.2 Exception to the obligation of confidentiality. A Party shall not be deemed to be in breach of its confidentiality obligations under this Agreement if the disclosure of information is given with the written consent of the other Party or the disclosure arises under the Agreement.

12.3 Duration of Confidentiality Obligation. The Parties’ obligation to maintain the confidentiality of the above information shall survive the termination of the Contract for a period of 10 years.

13. Final Provisions

13.1 Modification of the Terms. The Provider shall be entitled to unilaterally amend these Terms and Conditions, informing the User of the changes at least 15 days in advance via e-mail/login to the User’s account. In the notice of the change of the Terms and Conditions, the Provider shall inform the User of the possibility to refuse the change of the Terms and Conditions and shall notify the User of his/her right to terminate the Agreement for this reason and provide him/her with sufficient notice period. The User may terminate the Agreement by e-mail sent to support@emailit.com or via the User Account.

13.2 Disputes. Any disputes relating to the Services under the Agreement or the Agreement shall be governed exclusively by Czech law and shall be resolved by the competent courts of the Czech Republic.

13.3 Invalid or Ineffective Provisions. If any provision of the Terms and Conditions is held invalid or ineffective, the remaining provisions of the Agreement and the Terms and Conditions shall continue to be valid and effective if severable. The invalid or ineffective provision of the Terms and Conditions shall be replaced by a provision whose meaning is as close as possible to the invalid or ineffective provision.

13.4 Assignment of Rights and Obligations. Provider may assign its rights and obligations under the Agreement to a third party, to which User consents.

13.5 Written Form. The exchange of email or other electronic messages shall be deemed to be in writing unless otherwise agreed in these Terms or the Agreement.

13.6 Interpretation of Provisions and Adhesion Agreement. The Parties exclude the application of the provisions of Section 557 and Section 1800(2) of the Civil Code.

13.7 Personal Data. The Provider processes the personal data of Users and Subscribers, all information about the processing is available on the Platform.

In Prague on 1.3.2022

ANNEX NO. 1

AGREEMENT ON PROCESSING OF PERSONAL DATA

concluded pursuant to Article 28 of Regulation (EU) No 2016/679 of the European Parliament and of the Council 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) (“GDPR”)

1. Introductory provisions

1.1 All capitalized terms used in this personal data processing agreement (“PD Processing Agreement”) shall have the same meaning as in the Terms and Conditions, of which this Processing Agreement is an annex, unless otherwise specified.

1.2 The Provider, as the processor of personal data (“Processor” for the purposes of this OU Processing Agreement), and the User, as the controller of personal data (“Controller” for the purposes under this OU Processing Agreement), have entered into a contract for the provision of services (the “Terms and Conditions Contract”). Under the Contract, personal data is transferred by the Controller to the Processor and subsequently processed by the Processor. The purpose of the processing of the personal data and the financial means for such processing are determined and provided by the Controller and the Processor further processes the personal data for the Controller within the limits of this Agreement for the processing of Personal Data (the Controller and the Processor together also referred to as the “Parties”).

1.3 This Agreement sets out the rights and obligations of the Parties in such processing of Personal Data.

2. Processing of personal data

2.1 The Processor shall process the following personal data for the Controller:

(a) Subject’s email address, Subject’s name, Subject’s surname, Subject’s telephone number, Subject’s postal address, Subject’s title, Subject’s birthday and holiday, Subject’s address; (b) IP address; c) other related data entered (assigned) by the User within the Application, such as the subject’s purchase history with the User, the subject’s activity, and others as permitted by the Application; d) other data related to the actual sending of the Communication, such as unsubscribe information, information about the subject’s complaints, information about the browser type, information related to the analytical evaluation of the performance of the Communication, such as click rate, open rate, etc. (collectively “Personal Data”)

2.2 The Processor will process the Personal Data for the purpose of providing the Services and fulfilling the cooperation under the Agreement, for the duration of the Agreement.

2.3 The Controller is entitled to extend the purpose of processing in accordance with the law, whereby the instruction for further processing may only be communicated to the Processor in writing. For the purposes of this Agreement, e-mail communications between the Parties addressed to authorised persons shall also be deemed to be in writing.

2.4 The processing shall be carried out in such a way that, in particular, the data referred to in Article 2.1, paragraphs a) and c) of this Agreement on the processing of Personal Data shall be uploaded by the Controller into the Application, either individually or by inserting the entire database of Personal Data. The Personal Data referred to in Article 2.1, paragraphs b) and c) of this OU Processing Agreement will then be entered into the Application by the Processor and its tools when providing the Services.

3. Rights and obligations of the Parties

3.1 The Processor undertakes to take technical, organisational and other measures to prevent unauthorised or accidental access to, alteration, destruction, loss or other unauthorised use of Personal Data. In particular, the Processor undertakes to:

(a) use secure access to the PC, whereby access to the PC will be known only to the Processor; b) use secure access to the Application or other database of Personal Data, the accesses shall be entered by the Processor in such a way that they are not disclosed to a third party; c) use software and services for processing Personal Data that meet standard data security requirements; d) not to make copies of the Personal Data database without the prior consent of the Controller; (e) use appropriate security measures, such as encryption or other appropriate and necessary means, depending on the specific conduct and data; (f) not to allow third parties access to Personal Data unless such access is approved in writing by the Controller or is implied by this Personal Data Processing Agreement; g) maintain confidentiality with respect to Personal Data;

3.2 The Processor shall also: (a) to process Personal Data in the form in which they have been provided to it by the Controller; however, the Processor is entitled to remove from the Database such Data Subjects and their Personal Data who contact the Processor with a request for deletion from the Database, even without the Controller’s consent; b) process only Personal Data for the purposes set out in the Agreement and this OU Processing Agreement, to the extent necessary to fulfil such purpose; c) not to aggregate Personal Data that has been collected for different purposes; d) to retain Personal Data only for the period of time specified by the Controller, in particular, the period of time specified in the Controller’s information obligation or in the end user’s consent to receive the Communication; e) ensure that employees and other persons authorised by the Processor to process Personal Data process Personal Data only to the extent and for the purposes set out in this OU Processing Agreement and in accordance with the GDPR and other applicable regulations; (f) at the request of the Controller, correct, update, delete or relocate the Personal Data as instructed by the Controller without undue delay after such request (g) to act with professional care, follow the Controller’s instructions and act in accordance with the Controller’s interests when performing its obligations under the Personal Data Processing Agreement. If the Processor becomes aware that the Controller is in breach of the Controller’s obligations imposed by the GDPR or other generally binding regulations, it shall notify the Controller immediately; (h) provide the Controller with all information necessary to demonstrate that the obligations set out in this Agreement or the GDPR and other generally binding regulations relating to Personal Data have been complied with and to allow the Controller or a third party to audit the Personal Data to the extent reasonable. The audit must be notified at least 10 days before the audit takes place and must not unreasonably interfere with the activities of the Processor. The costs of the audit that are not caused by a clear breach of the Processor’s obligations shall be borne by the Controller.

3.3 The Administrator shall: (a) enter only correct and up-to-date Personal Data into the Application and only work with such Personal Data; b) take all organizational measures to deal with objections, complaints and suggestions from Personal Data subjects; c) comply with its obligations under the GDPR and other generally binding regulations, in particular to comply with its information obligations to the Personal Data subjects, to secure consents to the sending of Communications and the processing of Personal Data from the affected Subjects and to be able to document such consents where applicable; (d) ensure adequate legal title for the processing of each Personal Data; (e) use appropriate security means, such as encryption or other appropriate and necessary means, always depending on the specific conduct and data; f) use secure access to the Application, whereby access to the Application will be known only to the Controller; g) carefully consider the lawfulness of the processing of categories of Personal Data and individual Personal Data before entering it into the Application; h) not upload or input into the Application any information and data relating to the national, racial or ethnic origin, political opinions, trade union membership, religion or philosophical beliefs, criminal convictions, health and sex life of the Data Subject and the genetic data of the Data Subject or any biometric data that allows direct identification or authentication of the Data Subject.

3.4 Both the Processor and the Controller undertake to comply with the obligations set out in the GDPR and other applicable generally binding legislation when processing Personal Data under this OU Processing Agreement.

3.5 In the event that the Data Subject’s objection pursuant to Article 21(1) GDPR addressed to the Processor is found to be justified, the Processor undertakes to rectify the defective condition immediately upon written request from the Controller. Email communication between the Parties shall also be deemed to be in writing.

3.6 The Processor shall be entitled to involve other processors in the processing of Personal Data, in particular, but not limited to, storage and cloud solution providers, operators of other software necessary and currently available on the market for the purposes of the Services that meet the standards set by the European Union, and other service providers necessary to fulfil the purpose of this Agreement for the processing of Personal Data and the Contract, without any additional explicit specific authorisation from the Controller.

4. Duration of the OA Processing Agreement

4.1 This DP Processing Agreement shall remain in force for the duration of the contractual relationship between the Controller and the Processor under the Agreement.

4.2 In the event of any termination of the OU Processing Agreement or the termination of the processing of Personal Data, the Processor shall be obliged to destroy the Personal Data within 30 days of the termination of the OU Processing Agreement, unless otherwise follows from this OU Processing Agreement and the Contract, in particular if there is another legal reason for processing the Personal Data.

5. Liability

5.1 If the Processor breaches its obligations based on the OU Processing Agreement or the GDPR or other generally binding regulations relating to the protection of Personal Data, it shall be liable for damages resulting from such breach. However, the Processor shall not be liable for unauthorised processing of Personal Data by the Controller.

6. Final provisions

6.1 The Parties undertake to provide each other with all necessary cooperation and documentation to ensure the smooth and effective implementation of this Agreement for the processing of Personal Data, in particular in the event of negotiations with the Data Protection Authority or other public authorities.

6.2 In the event that the contractual relationship established by the OU Processing Agreement contains an international element, the Parties agree that this OU Processing Agreement shall be governed by Czech law.

6.3 In the event of disputes arising from this OA Processing Agreement, the Parties agree that all disputes shall be resolved by the competent Czech courts.

6.4 This OA Processing Agreement is concluded in writing at the time of conclusion of the Agreement, i.e. ADD