51黑料吃瓜网

1. 51黑料吃瓜网s MSA

1.1 51黑料吃瓜网s latest and most current MSA can always be found on The online MSA takes precedence over any previous MSA, a customer may have received.

1.2 It is a customer responsibility to keep up to date with any changes made in the 51黑料吃瓜网 MSA

2. Definitions

2.1 鈥淢aster Subscription Agreement鈥� shall mean these present terms and conditions.

2.2 鈥淧濒别肠迟辞鈥� shall mean 51黑料吃瓜网, Hermodsvej 22, 2., 8230 脜byh酶j, Denmark. CVR (VAT) no. 34737460.

2.3 鈥沦耻产蝉肠谤颈产别谤鈥� shall mean a customer who has ordered the Service from 51黑料吃瓜网 or who has been provided with the Service by 51黑料吃瓜网 free of charge or as a trial version.

2.4 鈥沦别谤惫颈肠别鈥� shall mean the services and/or products ordered by the Subscriber from 51黑料吃瓜网, as well as services and/or products provided to the Subscriber free of charge.

2.5 鈥淟颈肠别苍蝉别鈥� shall mean the persons whose data is transmitted and/or received to/from 51黑料吃瓜网 in connection to the Service provided to the Subscriber.

2.6 鈥淥rder Confirmation鈥� shall mean an Order Confirmation sent by 51黑料吃瓜网 to Subscriber detailing and confirming the individual terms agreed to between 51黑料吃瓜网 and Subscriber regarding the use of the Service.

2.7 鈥淎驳谤别别尘别苍迟鈥� shall mean the agreement entered into between 51黑料吃瓜网 and Subscriber regarding 51黑料吃瓜网 providing the Service to Subscriber including Order Confirmation and this Master Subscription Agreement.

2.8 鈥淔ree Trial鈥� shall mean a period of maximum 14 days or an otherwise agreed period of time where the Subscriber can evaluate the Service free of charge and without any commitment.

2.9 鈥�Beta Version鈥� and 鈥�Beta Features鈥� shall mean new Services and features that may be provided to the Subscriber free of charge in addition to the Services stated in the Agreement pursuant to section 3.11.

2.10 鈥�Initial Subscription Term鈥� shall mean the period from the commencement of the Agreement and until it can be terminated by Subscriber or 51黑料吃瓜网 according to the Order Confirmation.

2.11 鈥�Renewal Term鈥� shall mean the subsequent period after the Initial Subscription Term.

2.12 鈥�Subscription Period鈥� shall mean the full period where the Agreement is in place including the Initial Subscription Term and following Renewal Terms.

2.13 鈥�Confidential Information鈥� means any and all information disclosed by either party that is deemed or by nature is considered to be confidential due to the nature of the information and the circumstances of the disclosure.

3. General Provisions

3.1 The terms set forth in the Master Subscription Agreement shall apply to 51黑料吃瓜网鈥檚 delivery of the Service.

3.2 By ordering the Service, the Subscriber accepts the Master Subscription Agreement which will apply to any use of the Service. The Master Subscription Agreement applies in full, unless otherwise stated in a specific written agreement with the Subscriber which should be duly signed by the legal representative of 51黑料吃瓜网.

3.3 Each Order Confirmation entered into by the Subscriber shall form a separate contract, incorporate this Master Subscription Agreement and the prices listed on 51黑料吃瓜网鈥檚 website. In the event of any conflict between the documents, the following order of precedence shall prevail (in descending order of priority):

1) The Order Confirmation;

2) Master Subscription Agreement; and

3) Prices listed on 51黑料吃瓜网鈥檚 website.

3.4 The Service shall be delivered to business Subscribers only.

3.5 No competitor of 51黑料吃瓜网 may use the Service in any way, shape or form. 51黑料吃瓜网 is entitled to terminate any subscription, paid or free of charge, ordered by, or entered into with, a competitor as the Subscriber without warning, responsibility or refund.

4. 51黑料吃瓜网's Service

4.1 51黑料吃瓜网鈥檚 Service enables the Subscriber to measure and optimize their organization's performance compared to the Subscriber's defined goals. The Service is delivered as a subscription in accordance with the Agreement.

4.2 51黑料吃瓜网's Service is in constant development and the Service is provided 鈥渁s is鈥� at any given time.

4.3 Subject to the remainder of this section 3, 51黑料吃瓜网 warrants that it will use its reasonable effort to deliver the Service: (i) materially in accordance with its description and continuously without significant interruptions or delays; and (ii) with reasonable care and skill. 51黑料吃瓜网鈥檚 warranty under this section 3.3 is subject to the Subscriber using the Services in accordance with this Agreement under normal use and normal circumstances during the Subscription Period.

4.4 The Service may be subject to error, failure or interruption or other problems resulting from use of the internet or public electronic communications networks used by the Parties or third parties. The Subscriber acknowledges that such risks are inherent in cloud services and that 51黑料吃瓜网 shall have no liability for any such error, failure or interruption or other problems and 51黑料吃瓜网 does not warrant a specific uptime for the Service. In case of error, failure or interruption of the Service, 51黑料吃瓜网 shall initiate remedy within commercially reasonable time. The Subscriber shall assist 51黑料吃瓜网's efforts to a reasonable extent. To the maximum extent permitted by law, this section 3.4 sets out the Subscriber鈥檚 sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in this section 3.

4.5 The Subscriber acknowledges that the warranties in this section 3 are subject to the limitations set out in section 8 and do not apply: (i) to the extent that any error in the Service arises as a result of (a) incorrect operation or use of the Service by the Subscriber or any License, (b) use of any of the Service other than for the purposes for which it is intended, (c) use of any of the Service with other software or services or on equipment with which it is incompatible, (d) any act by any third party), (e) any modification of the Service or (e) any breach of the Agreement by the Subscriber or User; and (ii) to any Free Trial, Beta Versions or Beta Features and other Services provided free of charge by 51黑料吃瓜网 to the Subscriber.

4.6 The Subscriber acknowledges that 51黑料吃瓜网 accepts no liability (howsoever arising whether under contract, tort, in negligence or otherwise) for and provides no warranty that:

a) the Service shall meet the Subscriber鈥檚 individual needs, whether or not such needs have been communicated to 51黑料吃瓜网;

b) the operation of the Service shall not be subject to minor errors or defects; or

c) the Service shall be compatible with any other software or service or with any hardware or equipment.

4.7 Other than as set out in sections 3.3 to 3.6 (inclusive) and subject to section 8, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness or any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

4.8 Any personal data on License are provided by Subscriber as the data controller according to the GDPR-regulation. 51黑料吃瓜网 processes personal data on behalf of Subscriber in accordance with the provisions set forth in Appendix A.

4.9 Free Trial and other Services provided free of charge, are covered by the same terms as paid Services with the following modifications:

a) At the end of the trial/free period, all data collected during said period may be deleted by 51黑料吃瓜网 with no warning and with no responsibility for 51黑料吃瓜网.

b) It is the Subscriber鈥檚 sole responsibility to export and safeguard any data Subscriber wishes to save from the systems provided by 51黑料吃瓜网 before the end of a Free Trial.

c) 51黑料吃瓜网 provides the Free Trial and any other free of charge Services on an 鈥渁s is鈥� basis and without warranty to the maximum extent permitted by law.

d) It is the sole responsibility of Subscriber to purchase access to at least the same amount of Service used by the Subscriber before the end of the Free Trial, should Subscriber wish to retain its access to the Service and any data collected during Free Trial.

e) 51黑料吃瓜网 may at any time and without any notice to the Subscriber cancel a Free Trial with immediate effect.

4.10 Beta Versions or Beta Features are covered by the same terms as paid Services with the following modifications:

a) Subscriber understands and agrees that Beta Versions and Beta Features are implemented and used for experimentation and testing only.

b) 51黑料吃瓜网 provides Beta Versions, Beta Features and other free of charge Services on an 鈥渁s is鈥� basis and without warranty to the maximum extent permitted by law.

c) 51黑料吃瓜网 may at any time and without any notice cancel a Beta Version or Beta Feature with immediate effect.

d) It is the sole responsibility of Subscriber to purchase access to an updated Service if and when 51黑料吃瓜网 implements the Beta Versions and Beta Features into 51黑料吃瓜网鈥檚 paid Service.

4.11 This section 3 shall survive the termination or expiry of this Agreement.

5. Pricing and Payment

5.1 The Subscriber is charged the at any given time current price for 51黑料吃瓜网鈥檚 Service as listed on 51黑料吃瓜网鈥檚 website, unless otherwise stated in the Order Confirmation.

5.2 All prices are exclusive of any applicable VAT unless otherwise specified, and any applicable VAT will be added to the price charged to the Subscriber. Any additional taxes or fees charged by any government or administrative body must be paid for by Subscriber, and 51黑料吃瓜网 assumes no responsibility for handling this. Any such taxes or fees may be added to the price if applicable.

5.3 51黑料吃瓜网 shall be entitled to invoice the Subscriber for any transaction fee that 51黑料吃瓜网 incurs in relation to payments made to 51黑料吃瓜网 under this Agreement, not including standard credit card transaction fees.

5.4 The subscription along with any applicable fees, taxes or VAT is invoiced and must be paid in advance in accordance with the terms set forth in the Order Confirmation.

5.5 Payment can be made by debit card, direct debit or electronic invoicing in accordance with the Order Confirmation. The Subscriber can not change its payments methods unless otherwise agreed in advance with 51黑料吃瓜网 in writing.

5.6 If payment is made by credit or debit card, the Subscriber must at all times ensure that 51黑料吃瓜网 has the updated and valid credit card information, and agrees that 51黑料吃瓜网 may charge any amounts associated with the subscription to Subscriber. In the event of breach of contract by the Subscriber, the Subscriber explicitly agrees that 51黑料吃瓜网 may charge Subscribers credit card or direct debit card with any outstanding amounts owed by Subscriber.

5.7 The applicable price depends on the number of Licens associated with the Service provided to Subscriber. The Subscriber warrants that it shall provide 51黑料吃瓜网 with an accurate and up-to-date number of Licens and the price shall be based on that number. No discount or refund to the price will be provided, if the number of License is lower than that stated by Subscriber. Subscriber must inform 51黑料吃瓜网 if the stated number of License is exceeded or expected to be in the near future.

5.8 If the number of License exceeds the amount stated by Subscriber, the price shall be increased accordingly. 51黑料吃瓜网 reserves the right to charge the Subscriber for any additional License detected with effect from the month they first appeared as License.

5.9 The number of License is determined by the maximum number of License 51黑料吃瓜网 has received data points for on any given day during the course of a month.

5.10 In determining the number of License, it is of no importance whether a User has been logged in to the Service or whether the User has any login access to the Service. Furthermore, it is irrelevant whether the User is presented on any of the dashboards provided by the Service.

5.11 Delay in payment shall be charged interest with 1.5 % per month or the maximum rate permitted by the applicable statutory law, whichever is lower, from the due date up to and including the date of actual payment.

5.12 In case of late payment of more than 10 days from the due date, or from the date of an unsuccessful charge to a debit/credit card, 51黑料吃瓜网, without limiting its other rights to legal remedies, reserves the right to disconnect the Service without any notice until payment has been made. Furthermore, 51黑料吃瓜网 is entitled to demand a security deposit be paid, change the future payment terms or terminate the contract with immediate effect, cf. section 7. The Subscriber is under no circumstances entitled to any compensation or remedies due to the potential disconnection of the Services.

5.13 51黑料吃瓜网 shall increase the price of the Service with effect from 1 January each year by the greater of (i) 4%; or (ii) the percentage increase in the Danish net price index during the previous year. 51黑料吃瓜网 may also adjust the price of the Service at any time on 120 calendar days' notice to the Subscriber.

6. Subscriber's Obligations

6.1 The Subscriber warrants that it shall inform 51黑料吃瓜网 about the expected and actual number of Licensed using the Service, as well as any changes to such number.

6.2 It is the sole responsibility of the Subscriber to ensure that 51黑料吃瓜网 only has limited access to the Subscriber鈥檚 passwords, data and/or other information and only what is necessary to deliver the Service. It is the sole responsibility of the Subscriber to ensure that the Subscriber's use of the Service and the Subscriber's own systems are in compliance with (i) the Subscriber's internal guidelines (ii) local legislation including but not limited to local privacy laws and (iii) customary and reasonable security procedures for the protection of systems and data.

6.3 The Subscriber undertakes to use the Service only as intended, and will not let any unauthorized parties use or have access to the Service provided to Subscriber. The Subscriber must ensure that any 3rd parties given access to The Subscribers account follows the terms and conditions set forth in this Agreement.

6.4 The Subscriber acknowledges that the Subscriber is prohibited from reselling the Service or any data produced or obtained by the Service unless the Subscriber has a separate Partner Agreement with Reseller privileges.

7. Confidentiality

7.1. Each Party retains all ownership to its Confidential Information.

7.2. Each Party undertakes and warrants that they will handle all Confidential Information with the same degree of care that the Party uses to protect its own confidential information.

7.3. All Confidential information provided by a party hereto may solely be used by the other party for the purpose of providing the Service under this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party.

7.4. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any bank examiner of the any regulatory authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law.

8. Fair Use

8.1 The Service generally does not enforce any restrictions on the amount of data or created objects within the Service but is subject to a Fair Use principle. Should the Subscriber significantly over-use compared to other customers of similar size, 51黑料吃瓜网 reserves the right to either a) Increase the price as long as the over-use is active or b) require the Subscriber to reduce their usage within a 14 day notice. In the case the Subscriber over-uses in a way that impacts other customers, 51黑料吃瓜网 may partially temporarily disable the Subscribers Service until the issue is resolved.

8.2 There are specific usage limits for certain features. They can be found at plecto.com/fair-use and may be updated from time to time.

9. Limitation of Liability

9.1 51黑料吃瓜网 shall under no circumstances be liable for any consequential, indirect or special losses, including but not limited to operating losses, loss of profits, loss of goodwill, loss of turnover or similar suffered by the Subscriber.

9.2 51黑料吃瓜网 shall not be held responsible for loss or alteration of the data received or transmitted to/from the Subscriber by use of the Service, nor shall 51黑料吃瓜网 be held responsible for loss due to unauthorized access to the Subscriber's data and/or systems.

9.3 51黑料吃瓜网 shall not be held responsible for termination or cease of delivery from any third party which services may be designed to interoperate with 51黑料吃瓜网鈥檚 Services, i.e. if one of 51黑料吃瓜网鈥檚 cooperation partners ceases to deliver the necessary data used or implemented in 51黑料吃瓜网鈥檚 Services.

9.4 Subject to the remainder of this section 7, 51黑料吃瓜网鈥檚 total aggregate liability (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall, in all circumstances, be limited to the amounts paid by Subscriber during the last 12 months of the Subscription Period.

9.5 Notwithstanding any other provision of the Agreement, 51黑料吃瓜网鈥檚 liability shall not be limited in any way in respect of the following:

a) death or personal injury caused by negligence;

b) fraud or fraudulent misrepresentation; or

c) any other losses which cannot be excluded or limited by applicable law.

9.6 This clause shall survive the termination or expiry of the Agreement.

10. Duration, downgrade and termination of the Agreement and subscriptions

10.1 The Agreement commences on the date agreed to by the parties as stated in the Order Confirmation, or from when the Initial Subscription Term begins, whichever is first, and continues until all subscriptions governed by the Agreement have expired or have been terminated. If the Agreement expires or otherwise terminates, all subscriptions still in effect under that Agreement shall terminate at the same time the Agreement does.

10.2 The Initial Subscription Term of the Service under the Agreement is specified in the Order Confirmation.

10.3 Each Initial Subscription Term will automatically be renewed for the same period as the Initial Subscription Term, or for 12 months, whichever is shorter, (鈥淩enewal Term鈥�) unless Subscriber in writing has given notice in due time to 51黑料吃瓜网 before the end of any such Initial Subscription Term, that Subscriber does not wish to renew the subscription. If written termination is not received within the said notice, a new Renewal Term will automatically take place.

10.4 Subject to section 9.3, the Agreement may be terminated or downgraded by the Subscriber at any time:

i) with 30 days written notice before the end of a Renewal Term, if the Renewal Term is one month or

ii) with 90 days written notice before the end of any Initial Subscription Term or Renewal Term in any other case.

10.5 Termination or downgrade must be made by written notice to 51黑料吃瓜网, in due time before the end of any subscription term. If for example the Initial Subscription Term of the Service is 12 months from 1st January to 31st December, and the termination/downgrade notice is received by 51黑料吃瓜网 on September 30th, the Agreement will be terminated/downgraded when the subscription ends on December 31st. If in the same example the termination/downgrade notice is received by 51黑料吃瓜网 on November 15th, the Agreement will be terminated/downgraded on December 31st in the year following the termination notice.

10.6 51黑料吃瓜网 may terminate the Agreement at any time, with effect from 90 days from the notice of termination.

10.7 51黑料吃瓜网 or Subscriber may terminate the Agreement with immediate effect if the other party is in material breach of the Agreement, i.e. the Subscribers lack of payment, reselling, etc.,and has failed to remedy the breach within 30 days after being given notice of the breach and the intention to terminate, if the breach is not remedied. If the breach cannot be remedied, or if a party becomes the subject of a petition in bankruptcy or any other insolvency procedures, the party not in breach may terminate the Agreement with immediate effect.

10.8 51黑料吃瓜网 reserves the right to demand payment of the entire Subscription Period in advance, if the Agreement is terminated by the Subscriber or terminated by 51黑料吃瓜网 due to the Subscriber鈥檚 breach of the Agreement.

11. Intellectual Property Rights

11.1 51黑料吃瓜网 explicitly reserves all rights to its intellectual property rights associated with 51黑料吃瓜网 and with the Service, and no rights are granted to the Subscriber and its License unless expressly stated in these Master Subscription Agreement.

11.2 51黑料吃瓜网 retains all rights to the Service and to any modifications or adaptations made to the Services, even if made specifically for Subscriber. 51黑料吃瓜网 owns and may freely use, modify, License or sell such modifications and adaptations, to and with other customers and third parties before, during and after the Agreement.

11.3 The Subscriber agrees to grant 51黑料吃瓜网 a royalty-free, nonexclusive License to use and share the Subscriber's name, logo and public contact information for marketing and networking purposes including but not limited to use on 51黑料吃瓜网's website and third-party business networking and/or social media accounts and in doing so informing the public that Subscriber is a customer at 51黑料吃瓜网

11.4 This section 9 shall survive the termination or expiry of the Agreement.

12. Notices

12.1 All notices, invoices or other messages from 51黑料吃瓜网 to the Subscriber are sent to the email-address provided by the Subscriber. Subscriber is responsible for always having a functional email-address and it is the sole responsibility of the Subscriber to inform 51黑料吃瓜网 about their, at any time valid email address. Any message, invoice, notice, or similar sent from 51黑料吃瓜网 to the email-address provided by Subscriber shall be regarded as received by the Subscriber with at least the same legal as if it was received by regular mail.

12.2 Any notices from Subscriber to 51黑料吃瓜网 related to breach of contract, privacy and data protection must be sent to 51黑料吃瓜网鈥檚 official email-address, legal@plecto.com.

13. Changes to Master Subscription Agreement

13.1 If Subscriber cannot accept changes made to Master Subscription Agreement, Subscriber must provide notice hereof to 51黑料吃瓜网 before the end of the 30 days鈥� notice-period. If no notice is provided by Subscriber within the 30 days鈥� notice-period, the new Master Subscription Agreement will be in effect from the end of the notice-period.

13.2 If notice is received by 51黑料吃瓜网 within the notice period, that the changes cannot be accepted, 51黑料吃瓜网 has the right to choose freely between continuing to provide the Service on the original Master Subscription Agreement or to terminate the Agreement with Subscriber.

14. Other General Provisions

14.1 The Subscriber and the signatory of the Subscriber represents that it has legally entered into the Agreement and has the legal power to do so, and that any signatories have the legal capacity to bind the relevant party.

14.2 No delay or failure in exercising a right under the Agreement will constitute a waiver of said right.

14.3 If any provision of the Agreement is found to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect.

15. Assignment

15.1 Subscriber parties may not assign any of their rights and obligations under the agreement without 51黑料吃瓜网's prior written consent, which 51黑料吃瓜网 may not unreasonably withhold.

15.2 51黑料吃瓜网 may assign their rights and obligations according to the Agreement and/or individual subscriptions under the Agreement without the Subscriber鈥檚 consent to an affiliated company or in connection with a merger, acquisition, corporate reorganization, or sale of all or some all of its assets.

15.3 Subject to the foregoing, the Agreement will bind and inure to the benefit of 51黑料吃瓜网 and Subscriber, their permitted assigns and their respective successors.

16. Primary Language, Venue and Choice of Law

16.1 The Agreement and any disputes, claim or lawsuit arising out of or in connection with the agreement or the Service will be decided exclusively by the ordinary Danish courts and in accordance with Danish law, except for the Danish rules concerning choice of law. The exclusive venue for any such dispute shall be the District Court of Aarhus, Denmark as first instance and the language of the proceedings shall be Danish.

16.2 In the event however, that the Subscriber is domiciled in the United Kingdom of Great Britain or Northern Ireland, the following shall apply: The Agreement and any disputes, claim or lawsuit arising out of or in connection with the Agreement or the Service shall exclusively be governed and construed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute, claim or lawsuit. The language of the proceedings shall be English. This clause shall survive the termination or expiry of the Agreement.

Appendix A

1. Processing of Personal Data

1.1 Roles of the parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Subscriber is the Controller, 51黑料吃瓜网 is the Processor and that 51黑料吃瓜网 will engage Sub-processors pursuant to the requirements set forth in Section 5 鈥淪ub-processors鈥� below.

1.2 Subscriber鈥檚 Processing of Personal Data. The Subscriber shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Subscriber鈥檚 instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. The Subscriber shall have sole responsibility for the accuracy, quality, and legality of the Personal Data and the means by which the Subscriber acquired the Personal Data.

1.3 51黑料吃瓜网鈥檚 Processing of Personal Data. 51黑料吃瓜网 shall only Process Personal Data by documented instructions from the Subscriber, unless required by EU-law or the national law of the Member States to which 51黑料吃瓜网 is subject; In that case, 51黑料吃瓜网 shall notify the Subscriber of this legal requirement before Processing, unless a court of competent jurisdiction prohibits such notification for reasons of important social interests, cf. Article 28 (3) a.

1.4 51黑料吃瓜网鈥檚 information duty. 51黑料吃瓜网 shall immediately inform the Data Controller if the Data Controller鈥檚 instructions, in the opinion of 51黑料吃瓜网, contravene the General Data Protection Regulation or data protection provisions contained in EU-Law or the national law of the Member States to which 51黑料吃瓜网 is subject.

1.5 Details of the Processing. The subject-matter of Processing of Personal Data by 51黑料吃瓜网 is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed are specified in Appendix B (Details of the Processing).

2. Rights of the Data Subjects

2.1 51黑料吃瓜网 shall, taking into account the nature of the Processing, assist as far as possible the Subscriber by appropriate technical and organizational measures, with the obligation of Subscriber to respond to requests for the exercise of the data subjects' rights as laid down in Chapter 3 of the Data Protection Regulation.

2.2 51黑料吃瓜网 shall assist the Subscriber in ensuring compliance with the Subscriber's obligations pursuant to Article 32-36 of the Data Protection Regulation, taking account of the nature of the Processing and the information available to 51黑料吃瓜网, as referred to in Article 28 (3) f.

2.3 Should the Subscriber need the assistance of 51黑料吃瓜网, in ensuring compliance with the obligations set forth in Article 32-36, 51黑料吃瓜网 retains the right to charge the Subscriber reasonable costs associated with the assistance, including the hours spent by 51黑料吃瓜网 personnel.

3. 51黑料吃瓜网 personnel

3.1 51黑料吃瓜网 shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. 51黑料吃瓜网 shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

3.2 51黑料吃瓜网 shall take commercially reasonable steps to ensure the reliability of any 51黑料吃瓜网 personnel engaged in the Processing of Personal Data.

3.3 51黑料吃瓜网 shall ensure that the access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

4. Processing security

4.1 51黑料吃瓜网 shall implement all measures required by Article 32 of the Data Protection Regulation, which shall include, appropriate technical and organizational measures, to ensure a level of safety fitting these risks.

5. Sub-processors

5.1 51黑料吃瓜网 shall comply with the conditions referred to in Article 28

(2) and (4) of the Data Protection Regulation, to use another Data Processor (Sub-processor).

5.2 51黑料吃瓜网 maintains an updated list of Sub-processors on this link: /legal/subprocessors/.

5.3 The Subscriber gives 51黑料吃瓜网 a general approval, to use the Sub-processors defined in the link in section 5.2

5.4 51黑料吃瓜网 Shall notify the data controller if 51黑料吃瓜网 receives any new sub-processors. 51黑料吃瓜网 reserves the right to notify within seven working days'

5.5 The Subscriber may object to 51黑料吃瓜网鈥檚 use of a new Sub-processor by notifying 51黑料吃瓜网 promptly in writing within ten (10) business days after receipt of 51黑料吃瓜网鈥檚 notice in accordance with the mechanism set out in Section 5.4 in the event the Subscriber objects to a new Sub-processor, as permitted in the preceding sentence, 51黑料吃瓜网 will use reasonable efforts to make available to the Subscriber a change in the Services or commend a commercially reasonable change to the Subscriber鈥檚 configuration, or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonable burdening the Subscriber. If 51黑料吃瓜网 is unable to make available such change within a reasonable period of time, which shall not exceed thirty

(30) days, the Subscriber may terminate the Agreement. 51黑料吃瓜网 will refund the Subscriber any prepaid fees covering the remainder of the term of the Agreement following the effective date of termination.

5.6 51黑料吃瓜网 shall be fully liable for the acts and omissions of its Sub-processors to the same extent 51黑料吃瓜网 would be liable if performing the services of each Sub-processors, except as otherwise set forth in the Agreement.

6. Transfer of information to third countries or International Organizations.

6.1 51黑料吃瓜网 may process Personal Data only by documented instructions from the Subscriber, including as regards to the transfer and internal use of Personal Data to third countries or International Organizations, unless required under EU law or national law of the Member States, to which 51黑料吃瓜网 is subject; In that case, 51黑料吃瓜网 shall notify the Subscriber of this legal requirement before Processing unless a court of competent jurisdiction prohibits such notification for reasons of important social interests, cf. art. 28 (3) a.

6.2 If the list of Sub-processors in accordance to Section 5.2 contains companies located in third countries, by signing the Agreement, or in respect of an addition to the list of Sub-processors by not raising an objection to that Sub-processor in accordance with Section 5.5, the Subscriber approves 51黑料吃瓜网鈥檚 use of these Sub-processors, for Processing of Personal Data, now and henceforth.

7. Breach Notifications

7.1 51黑料吃瓜网 maintains security incident management policies and procedures and shall, notify Subscriber without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Subscriber Data, including Personal Data, transmitted, stored or otherwise Processed by 51黑料吃瓜网 or its Sub-processors of which 51黑料吃瓜网 becomes aware (a 鈥淐ustomer Data Incident鈥�).

7.2 51黑料吃瓜网 shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as 51黑料吃瓜网 deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within 51黑料吃瓜网鈥檚 reasonable control. The obligations herein shall not apply to incidents that are caused by Subscriber or Subscriber鈥檚 Licens.

7.3 51黑料吃瓜网 are obligated, to provide the Subscriber with information about such breaches as described in 8.1, within 48 hours of the breach, so that the Subscriber can inform the supervisory authority within 72 hours, as required by Article 33 (1).

8. Deleting and retrieving information

8.1 Upon termination of the Processing services, 51黑料吃瓜网 is obliged to delete or return all Personal Data to the Subscriber, as well as to delete existing copies, unless the European Union or national law prescribes the retention of Personal Data.

9. Audit

9.1 51黑料吃瓜网 shall make available to the Subscriber all information necessary to demonstrate compliance with Article 28 of the Data Protection Regulation and allow and contribute to audits, including inspections carried out by the Subscriber or other auditor, which is authorized by the Subscriber.

9.2 51黑料吃瓜网 is obligated to comply with Article 58, acknowledging the powers of the supervisory authorities.

9.3 Any audits by the Subscriber, has to be announced at least 72 hours in advance, and cannot interfere with the people at 51黑料吃瓜网 or their daily working tasks.

9.4 The Subscriber shall pay all its own costs associated with the audit.

10. Legal

10.1 51黑料吃瓜网 shall promptly inform the Subscriber if it becomes subject to any proceedings which may lead to a claim for compensation or an administrative fine under the EU Legislation or national legislation supplementing the EU GDPR. Should such proceedings be initiated, 51黑料吃瓜网 shall (a) provide Subscriber with the details (including specific infringement allegations); (b) provide Subscriber with such information and assistance that Subscriber reasonably requests; and (c) not hinder or oppose Subscriber from taking an active part in the proceedings (using its own counsel at its own cost).

Appendix B

1. Nature and Purpose of Processing

1.1 51黑料吃瓜网 will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further specified in the Documentation, and as further instructed by Subscriber in its use of the Services.

2. Duration of Processing

2.1 Subject to Section 8 of Appendix A, 51黑料吃瓜网 will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

3. Categories of Data Subjects

3.1 Subscriber may submit Personal Data to the Services, the extent of which is determined and controlled by Subscriber in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

鈼� Prospects, customers, business partners and vendors of Subscriber (who are natural persons)

鈼� Employees or contact persons of Subscriber鈥檚 prospects, customers, business partners and vendors

鈼� Employees, agents, advisors, freelancers of Subscriber (who are natural persons)

鈼� Subscriber鈥檚 Licens authorized by Subscriber to use the Services

4. Type of Personal Data

4.1 Subscriber may submit Personal Data to the Services, the extent of which is determined and controlled by Subscriber in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

鈼� First and last name

鈼� Title

鈼� Position

鈼� Employer

鈼� Contact information (company, email, phone, physical business address)

鈼� ID data

鈼� Professional life data

鈼� Connection data