Terms and Conditions

Published June 20th, 2022

Definitions

KadarRepresents a limited liability company incorporated in Commercial Register of Republic of Serbia under the business name Kadar Technologies Inc., with registered seat in 651 N Broad St, Suite 206, Middletown, DE 19709, USA;CustomerRepresents legal entity or an individual entering in this Agreement, by providing its consent;Parties/PartyRepresents the referral to Kadar and Customer, together or separately;Third partyRepresents any legal entity or individual that is not Kadar, Customer, or any of its employees or outsourced contractors;PlatformRepresents an employee engagement system produced and in ownership by Kadar, and available on the kadar.app, which is at the time of publishing of this Agreement in its beta version;DocumentationRepresents documents containing legal, financial and technical data relevant to the Platform, and available online, at any given time as of the effective date of this Agreement;ServicesRepresents functionalities available to the Customer trough use of the Platform, as well as professional services listed in Annex B and provided by Kadar directly to the Customer, in accordance with this Agreement;Authorised UserRepresents users designated by the Customer and who are given the right of access to the Platform and to use the Platform, in accordance with this Agreement;Customer DataRepresents any data or information uploaded by Customer and/or its Authorized Users into the Platform or provided by Customer to Kadar in connection with the provision of Services;Subscription PeriodPeriod in respect to which the Customer has concluded this Agreement and has paid the fee;Effective DateRepresents the date of the acceptance of this Agreement by the Customer;

Scope of the agreement

A. This Agreement regulates the mutual rights and obligations of the Parties, in respect to the use of the Platform by the Customer, all in accordance with this Agreement and Data Processing Agreement attached hereto asAnnex A;

B. This Agreement will specify the functionalities that will be made available to Customer through use of the Platform as well as any professional services to be performed by Kadar.

C. Customer is granted the rights to create any number of Authorized users, in accordance with the terms of this Agreement;

The parties therefore agree as follows:

1. Provision of services

1.1 Kadar shall in accordance with this Agreement:

  1. provide the Customer with technical details required to create and manage accounts of agreed number of Authorized Users;
  2. provide the Authorized users with access to and use of the Platform, and
  3. perform the perform the Professional Services listed in Annex B attached to this Agreement, as per written request of the Customer submitted in accordance with the Request for professional Services Protocol attached hereto as Annex C.

1.2 Kadar shall use reasonable efforts to make the Platform available, excluding the following excused outages:

  1. scheduled maintenance outside 9am to 5pm CET on Monday to Friday (“Business Hours” and “Business Days” respectively),
  2. unscheduled maintenance in the case of actual or anticipated emergency, and
  3. unavailability for reasons beyond Kadar's reasonable control.

1.3 Kadar shall

  1. perform the Services substantially in accordance with this agreement and with reasonable skill and care,
  2. comply with laws applicable to this Agreement and
  3. maintain any licenses and consents required for provision of Services in accordance with this Agreement.

1.4 Kadar shall use reasonable efforts to promptly correct any material non-conformity or malfunction of the Platform as detailed in the Documentation, however Kadar will not be liable for any damage, cost incurred, breach of law etc. arisen out of:

  1. the use of the Platform and/or Services during the beta stage;
  2. the use of the Platform and/or Services contrary to the terms of this Agreement, Documentation, or Kadar's instructions, or
  3. the use of the Platform and/or Services that are/were modified other than by, or on behalf of Kadar, or
  4. Customer's connection to the Platform over the internet or integration to the Platform. Customer is responsible for ensuring that all technical requirements required for connection and integration to the Platform and for Services are duly met, and that the Authorized users are made available with equipment fit for purpose.

1.5 Customer accepts and acknowledge that during the beta stage Kadar may unilaterally and without prior notification to the Customer, modify the Documentation and the Platform, make Platform unavailable for any period of time, etc.

1.6 Once the beta stage is completed, Kadar may unilaterally and without prior notification to the Customer modify the Documentation and the Platform provided that such modification does not materially reduce the functionality of the Platform and/or is providing alternative features that have materially the same benefits as the previous feature. Kadar may unilaterally and without prior notification to the Customer modify the Platform in order to exclude part of functionalities that are not often used or which are affecting the security, integrity or well-functioning of the Platform.

1.7 Kadar may use the name and logo of the Customer for promotional and marketing purposes.

2. Customer data

2.1 Customer is the sole owner of Customer data. Customer is solely responsible for the content of the Customer Data, and shall indemnify, defend and hold Kadar harmless from any liability, claim or penalty with respect to breach of law, nonconformity, copyright infringement etc. which relates in any way to the content of the Customer Data or to its use, processing and other.

2.2 Kadar shall back-up Customer Data as part of security measures. If there is any loss or damage to Customer data due to a Platform error, then Kadar shall use reasonable efforts to restore the lost or damaged Customer data from the latest back-up as its sole liability. Kadar shall not be responsible for any loss, destruction, alteration or disclosure of Customer data caused by Third party.

3. Customer's obligations

3.1 Customer is obligated to use the Platform and Professional Services, in accordance with this Agreement and Documentation.

3.2 Customer is authorized to designate the agreed number of Authorized Users which will be awarded the right to access and to use the Platform via individual accounts, all in accordance with the terms of this Agreement.

3.3 Customer is obliged to designate as Authorized user only its employees or its outsourced contractors, as well as to secure that only one individual use one account. Authorized User's account may not be shared.

3.4 Customer shall secure via internal individual contracts with its employees and outsourced contractors that each Authorized User comply with this Agreement, and will be liable for any breach of this Agreement, or applicable laws, made via Platform by its Authorized users.

3.5 Customer is obligated to use the Platform and the Professional Services for the benefit of its internal business operation, and may not sell the services of the Platform or Professional Services to Third parties;

3.6 Customer shall:

  1. co-operate with Kadar and provide any necessary information, as required for provision of the Services,
  2. comply with laws applicable to this Agreement, or any other laws that may be applicable to Customer data or its use, and maintain any necessary licenses and consents to allow the use of the Customer Data in accordance with this Agreement,
  3. secure that the Authorized Users keep their Platform passwords confidential, and
  4. use reasonable efforts to prevent unauthorized access or use of the Platform (and if Customer is aware of unauthorized access or use, promptly notify Kadar).

3.7 Customer shall not (and Kadar may suspend Customer's access to the Platform if any of the following occur):

  1. access, store, distribute or transmit any viruses or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or otherwise offensive,
  2. except as expressly permitted under this Agreement or allowed by any applicable law that is incapable of exclusion:i.copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any portion of the Platform, orii.de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part of the Platform,
  3. use the Platform or Services to provide services to third parties or build a product or service which competes with the Platform or Services,
  4. subvert any security restrictions imposed by Kadar, including attempting to obtain, or assist others in obtaining, access to the Platform, other than as permitted under this agreement,
  5. use the Platform in a way that adversely affects the Platform or other users use of the Platform, or
  6. make the Services or Platform available to any Third party or assist Third parties in obtaining access.

4. Charges and payment

4.1 During the period Platform is in beta stage, Kadar will charge Customer's use of the Platform and the Services.

4.2 Kadar may unilaterally impose monthly/yearly fee for use of the Platform and Services, at any moment no matter the production stage of the Platform. Kadar may limit the use without charge of the Platform in any manner deemed justifiable by Kadar.

4.3 All payment and financial terms, policies, fees, etc. will be separately published within the Documentation. Kadar may unilaterally change the price list, fees, payment policy, level and structure of fees, as well as any and all financial terms of this Agreement.

4.4 All unilateral changes to this Agreement, described within this Article 4 – Charges and Payment – will be deemed effective provided that the Customer is notified on such changes and allowed 30 days adjustment period before entering into force of notified changes to this Agreement. During the 30 days adjustment period Customer has the right to opt for termination of the Agreement ("Exit Option"). Exit Option, if exercised during the adjustment period, will terminate this Agreement effective on the last day of the adjustment period, if not the new terms apply.

5. Proprietary rights

5.1 Customer grants to Kadar the right to incorporate and to use, without any charge or without obligation to award any right to the Platform, any suggestion, enhancement request, recommendation or other feedback provided by Customer or its Authorized user.

5.2 Where applicable Customer/Authorized user grants to Kadar non-exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Platform and Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Authorized Users relating to the operation of the Platform and Service.

5.3 Where applicable, If Customer/Authorized user has any rights in respect to the Platform that cannot be assigned to Kadar (including any moral rights, such as the right to be named as author, the right to modify, the right to prevent mutilation and the right to prevent commercial exploitation), Customer/Authorized user hereby unconditionally and irrevocably waives the enforcement of such rights and waives and quitclaims to Kadar any and all claims and causes of action of any kind against Kadar, its Affiliates, and its licensees (through multiple tiers) with respect to such rights.

5.4 Kadar's (and its licensees') exercise of all rights assigned and granted under this Agreement will not require any third party consents or clearances or any payment of fees, residuals or other amounts of any kind to any third party (including any mechanical license fee, fees payable to any union or guild, or any other consideration) for the right to exploit any proprietary rights included in the Platform.

5.5 Nothing in this Agreement will be deemed to transfer any intellectual property rights between the parties in relation to the Customer data, except for the following: The Customer is transferring to Kadar a non-exclusive right to use, process, and store the Customer Data solely for the purpose of securing the desired use of Platform and Services by the Customer.

5.6 Customer may use the Platform by viewing it in a browser or printing out copies for Customer's use, but Kadar reserves all other rights.

6. Confidentiality

6.1 The parties shall each

  1. keep confidential,
  2. only use for the purposes of this agreement and
  3. only disclose in confidence to the recipient's employees, contractors on a need to know bases, the confidential information of the other party received in connection with this Agreement, unless the confidential information
    • has become public knowledge otherwise than through a breach of this section,
    • can reasonably be shown to have been known by the recipient before being received from the discloser,
    • was obtained by a third party that had not breached a duty of confidentiality, or
    • is required to be disclosed by law or a party's regulatory body.

6.2 Upon termination of this Agreement each party shall on request promptly return or take reasonable steps to delete the confidential information of the other party. This section shall survive termination of this Agreement.

7. Indemnity

7.1 Kadar shall defend and indemnify Customer and their respective officers, directors and employees from and against any third party or regulatory claims, actions, proceedings, or fines, and for any related losses, damages, expenses and costs, to the extent arising out of or in connection with any breach by Kadar of the Data Processing Agreement.

7.2 Customer shall defend and indemnify Kadar and their respective officers, directors and employees from and against:

  1. any claims, actions, proceedings, losses, damages, expenses and costs arising in connection with the use of the Platform in breach of this Agreement by the Customer its employees, its outsourced contractors, or by any person under the auspices or control of the Customer; and
  2. any third party or regulatory claims, actions, proceedings, or fines, and for any related losses, damages, expenses and costs, to the extent arising out of or in connection with any breach by Customer of the Data Processing Agreement.

7.3 Section 7.1 and 7.2 are subject to:

  1. the indemnifying party being given prompt notice of any matter for which indemnified party wishes to be indemnified;
  2. the indemnified party providing reasonable co-operation in the defense and settlement of the relevant claim, at the indemnifying party's expense; and
  3. the indemnifying party being given sole authority to defend or settle the relevant claim, provided that no settlement shall be made which prejudices the indemnified party's rights or imposes any obligations on it without its prior written approval (such approval not to be unreasonably withheld or delayed).

7.4 In the defense or settlement of any third party claim, Kadar may procure the right for the Customer to continue using the Platform, replace or modify the Platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement with two (2) Business Days' notice to the Customer without any additional liability.

7.5 Kadar will not be liable to the Customer to the extent that an alleged infringement is based on:

  1. a modification of the Services or Documentation by anyone other than Kadar or its subcontractors;
  2. Customer's use of the Services or Documentation in a manner contrary to the instructions given by Kadar; or
  3. Customer's use of the Services or Documentation after notice of the alleged infringement.

7.6 Each party shall make reasonable efforts to mitigate any loss, damage or liability it may suffer or incur as a result of a breach by the other party of this agreement or in respect of which it seeks indemnification from the other party under this agreement.

8. Limitation of liability

8.1 Except as expressly and specifically provided in this Agreement and to the fullest extent permitted by applicable law:

  1. Customer assumes sole responsibility for all information, notifications, results, data or disclosures collectively (collectively "Results") obtained or delivered in the course of the use of the Services and the Documentation, and Kadar expressly disclaims any and all responsibility and liability in respect of such Results;
  2. Kadar shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Kadar by Customer in connection with the Services, or any actions taken by Kadar at Customer's direction;
  3. all terms implied by law are excluded from this agreement; and
  4. the Platform and the Documentation are provided to the Customer on an "as is" basis, and during the beta version Kadar will not be liable for its well-functioning, as well as for any security issue that may arise due to the problems with the code errors.

8.2 KADAR SHALL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THIS CLAUSE IS NOT EFFECTIVE, KADAR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT OF 5.000,00 EUR.

9. Term and termination

9.1 This Agreement shall commence on the date of the acceptance of this Agreement by the Customer and continue, unless

  1. During the beta stage, either party notifies the other of its intention to terminate, giving at least 30 days' notice; or
  2. Customer executed the Exit option described under section 4.4 of this Agreement; or
  3. After the beta stage, once the Subscription period has elapsed, provided that the Customer has not opted out of the Agreement at least 15 days prior to the end of the Subscription period. In the event that the Customer has not opted out of the Agreement in accordance with this paragraph the Subscription period will be deemed automatically prolonged for the subscribed period;
  4. otherwise terminates in accordance with this section.

9.2 Either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party:

  1. commits a material breach of any other term of this agreement which breach is irremediable or (if remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
  2. the other party is subject to any of the following events (or any event analogous to any of the following in a jurisdiction other than Republic of Serbia) in relation to the relevant entity: becomes insolvent, enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts or suspends or ceases, or threatens to suspend or cease, all or a substantial part of its business.

9.3 On termination of this agreement for any reason:

  1. Customer shall cease using the Platform;
  2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
  3. without prejudice to Kadar's rights in respect of Anonymized Data as set out in the Data Processing Agreement, Kadar shall delete the Customer Data within 90 days of the termination of this Agreement, provided that Customer Data contained on backup copies of Kadar's databases shall not be deleted for up to 180 days from the date of termination, upon expiry of the then-current backup;
  4. subscription fee is not reimbursable, in whole or in part, to the Customer, no matter the reason for termination; and
  5. any rights except for the rights to access and to use the Platform, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected.

10. General

10.1 Neither party shall have any liability for non or delayed performance by events beyond its reasonable control, provided that the other party is notified of such event and its expected duration and such affected party uses reasonable endeavors to mitigate its effect. If a party is prevented due to any such events from substantially performing its obligations under this agreement for a period in excess of 30 consecutive days, then the other party may terminate this agreement on 30 days' notice.

10.2 Except for part of this Agreement where the contrary is expressly indicated, no variation of this Agreement shall be effective unless it is expressly accepted by the Customer.

10.3 No failure or delay by a party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.4 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to any rights or remedies provided by law.

10.5 If any provision of this Agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

10.6 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements (written or oral) relating to its subject matter.

10.7 Each party acknowledges that it does not rely on, and shall have no remedies in respect of, any statement not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

10.8 This Agreement may not be assigned or transferred by either party without the prior written approval of the other but may be assigned or transferred by either party without the others consent to

  1. a parent or subsidiary,
  2. an acquirer of assets, or
  3. a successor by merger.

10.9 Nothing in this Agreement shall create a partnership between the parties or authorize either party to act as agent on behalf of the other.

10.10 This Agreement does not confer any rights on any third person or third party.

10.11 Any notice under this Agreement shall be in writing and shall be delivered online to registered e mail addressor sent by pre-paid first class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes.. A notice delivered by hand shall be deemed received when delivered (or if delivery is not in Business Hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed received at the time of transmission.

10.12 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with Serbian law and subject to the exclusive jurisdiction of the Serbian courts.

‍

ANNEX A: Data processing agreement

1. General

1.1 Each party shall comply with its respective obligations under the applicable law and regulation concerning data protection and/or privacy in or relating to Republic of Serbia and the European Union countries, including the EU General Data Protection Regulation (2016/679) ("GDPR") and local implementing law or regulations ("Data Protection Legislation"). The terms "process", "controller", "processor", "personal data" and "data subject" shall have the same meaning as in the applicable Data Protection Legislation.

1.2 Subject to section 1.4 of this Annex, Customer will be the controller of the personal data in the Customer Data ("Personal Data") and Kadar will be the processor. Kadar shall:

  • 1.2.1 process the Personal Data only to the extent, and in such a manner, as is necessary for performing this agreement and in accordance with Customer's written instructions from time to time and shall not process the Personal Data for any other purpose. Where Kadar is required by law to process the Personal Data, Kadar will promptly inform Customer of such legal requirement prior to carrying out the processing, unless it is prohibited from doing so by law;
  • 1.2.2 limit access to Personal Data to those of its authorized personnel who need access to it in order to meet Kadar's obligations under this agreement, ensure that all such personnel are bound by appropriate obligations of confidentiality and ensure that all such Personal Data is kept separate from any Personal Data of Kadar or of any other client of Kadar;
  • 1.2.3 implement and maintain appropriate technical and organizational measures, to ensure an appropriate level of security in respect such Personal Data, against accidental, unauthorized or unlawful loss, destruction, alteration, disclosure of or access to such Personal Data; such measures shall be implemented with regard to: (a) encryption of Personal Data; (b) back-up and disaster recovery arrangements; (c) the ability to ensure ongoing confidentiality, integrity, availability and resilience of the IT infrastructure and environment; and (d) the regular testing and evaluation of the effectiveness of such measures. In particular, Kadar shall, in providing the Services, follow and comply with the data privacy and security measures in connection with the Personal Data;
  • 1.2.4 only engage sub-processors in accordance with section 3 of this Annex;
  • 1.2.5 promptly notify Customer if it receives any complaint, notice or communication which relates to the processing of the Personal Data, or any request from a data subject exercising any rights pursuant to the applicable Data Protection Legislation and reasonably cooperate with and assist Customer in relation to any such complaint, notice communication, or request and shall not disclose any of the Personal Data to any data subject or to a third party other than at the request of Customer, or as provided for in this Data Processing Agreement;
  • 1.2.6 promptly notify Customer if it becomes aware of any unauthorized or unlawful processing, loss of, damage to, disclosure of, access to or destruction of the Personal Data (“Data Breach”) and provide Customer with any co-operation, information and assistance in respect of any Data Breach, reasonably requested by Customer;
  • 1.2.7 unless otherwise requested by the Customer, upon termination of this agreement, Kadar will delete the Personal Data in accordance with the terms of the this agreement; and
    • 1.2.8 upon reasonable notice, make available to the Customer or grant to the Customer and its auditors and agents, a right of access to and to take copies of any information or records kept by Kadar pursuant to this Data Processing Agreement, solely to the extent necessary to demonstrate Kadar's compliance with the Data Protection Legislation and provided always that this section shall not require Kadar to disclose any confidential information relating to Authorized Users, individual responses to employee engagement surveys or any other personally identifiable data of Authorized Users save to the extent required by the Data Protection Legislation. In relation to any sub-processors that are engaged pursuant to this agreement, the Customer acknowledges and agrees that it is sufficient, for the purposes of satisfying the requirements of this section, that Kadar has a right to audit those sub-processors on behalf of the Customer, subject to reasonable restrictions.

1.3 The subject-matter and duration of the processing of the Personal Data by Kadar, the nature and purpose of the processing and the type of Personal Data and categories of data subjects are all as set out in Kadar's data privacy policy accessible at https://kadar.app/privacy-policy. Kadar may change the policy after the date of this agreement by giving not less than 30 days prior written notice to Customer, provided that Customer may terminate this agreement by giving notice within 14 days of having received such notification if Kadar materially increases the manner or scope in which it processes the Personal Data.

1.4 Kadar may anonymize Customer Data in which case: (a) the data (“Anonymized Data”) will not be treated as Personal Data provided that it is not personal data for the purposes of the GDPR, (b) Kadar may use the Anonymized Data for statistical or benchmarking purposes to contribute towards the development of Kadar's products and services during or after the term of this agreement and will not be required to delete the Anonymized Data on termination.

1.5 For the purposes of section 1.2.1 of this Annex, Customer shall not direct Kadar to process the Personal Data in a way that is inconsistent with Kadar's standard services, or, require Kadar to provide Customer Data other than in aggregate form, unless otherwise agreed with Kadar. Customer keeping its account active shall be deemed to be an instruction to Kadar to continue to process the Personal Data to allow use of the Platform.

1.6 Customer shall not (and shall not permit its Authorized Users to) configure the Platform dashboard or other interface by reference to, or devise or undertake any surveys or analysis using the Platform by reference to, any special category of personal data (within the meaning of the GDPR), namely: racial or ethnic origin; political opinions; religious or philosophical beliefs; trade union membership; genetic or biometric data; health data; sex life or sexual orientation, without obtaining Kadar's prior written agreement. If Kadar agrees, Customer shall ensure such processing complies with an appropriate legal basis in accordance with applicable Data Protection Legislation.

1.7 Kadar shall be paid its reasonable costs by Customer to support any Customer-requested actions under section 1.2 of this Annex, including audits, subject access requests or Customer's interactions with regulators (unless required as a result of Kadar breaching this agreement).

1.8 Customer shall ensure that:

  • 1.8.1 it is entitled to transfer any relevant Personal Data to Kadar, such that Kadar may lawfully use, process and transfer such Personal Data in accordance with this agreement on Customer's behalf; and
  • 1.8.2 all relevant Data Subjects have been informed of such use, processing, and transfer as required by all applicable Data Protection Legislation.

2. Overseas data transfers

2.1The Customer hereby acknowledges and agrees that Kadar shall be entitled to transfer and/or process such Personal Data outside the European Economic Area in connection with the provision of the features of the Platform to the third parties and at the physical server locations as approved in accordance with section 3 of this Annex, in connection with the functioning and support of such features in the course of the provision of the Platform; and the Customer hereby consents to such transfer and processing where such features are requested to be included within the Platform. Kadar and the Customer shall document any relevant contractual requirements of the Customer as required under applicable Data Protection Legislation to ensure compliant transfer and processing of such Personal Data outside the European Economic Area. In this respect the parties hereby agree that, unless the relevant transfer is to a third party based in a country confirmed as having adequate data protection safeguards by the European Commission, or unless the relevant transfer is to a US-based third party which is validly certified under the Privacy Shield as set out at https://www.privacyshield.gov/ from time to time, they will adopt the standard contractual clauses for data export as stipulated from time to time by the European Commission, insofar as and for so long as such contractual clauses remain legally valid and enforceable.

3. Use of sub-processors

3.1 Customer hereby consents to Kadar using the mandatory sub-processors. If Customer uses the features identified on such page as being provided by any of the optional sub-processors, will be deemed to have consented to the use of such sub-processors.

3.2 The Customer hereby grants to Kadar a general authorization to appoint additional or replacement sub-processors under this agreement, provided that Kadar shall ensure that such sub-processor is bound by equivalent contractual terms as those set out in this Data Processing Agreement.