MASTER SUBSCRIPTION AGREEMENT

THIS MASTER SUBSCRIPTION AGREEMENT (THE “MSA”) GOVERNS DIGIBIZ24’S PROVISION OF SOFTWARE AND SERVICES, AND CLIENT’S USE THEREOF, AS SET FORTH IN AN APPLICABLE ORDER FORM EXECUTED BETWEEN Digital Assets AG (“DIGIBIZ24”) AND THE ENTITY PLACING AN ORDER FOR SOFTWARE AND SERVICES (“CLIENT”) (COLLECTIVELY, THE “PARTIES”). BY EXECUTING AN ORDER FORM THAT INCORPORATES THIS MSA BY REFERENCE, CLIENT AGREES TO THE TERMS OF THIS MSA. TOGETHER, THE MSA AND ANY APPLICABLE ORDER FORM(S) CONSTITUTE THE “AGREEMENT.” CLIENT REPRESENTS THAT THE INDIVIDUAL SIGNING THE ORDER FORM ON ITS BEHALF HAS THE AUTHORITY TO BIND CLIENT TO THE AGREEMENT.

1. SCOPE OF AGREEMENT

This MSA governs Digibiz24’s provision of Digibiz24 Services, as defined herein, pursuant to one or more ordering documents (each such document, an “Order Form”) detailing the Digibiz24 Services purchased, each of which shall incorporate this MSA by reference. The parties may add Order Forms from time to time while this MSA is in effect.

2. DEFINITIONS

“Affiliate” means, with respect to a party, any entity which is directly or indirectly controlling, controlled by, or under common control with such party to this Agreement.

“DPA” means the Data Processing Addendum entered into by Digibiz24 and Client concurrent with this MSA, as in effect from time to time.

“Digibiz24 Account” means Client’s password-restricted account by which it may access and use the Software.

“Digibiz24 Services” means the Software and Professional Services provisioned to Client pursuant to the Agreement.

“Internal Use” means use of the Digibiz24 Services for Client’s and/or Client’s Affiliates’ general business use, solely for the benefit of Client and/or Client Affiliates.

“Client Data” means any material that is entered into the Digibiz24 Account by Client, or any third parties acting on behalf of or at the direction of Client.

“Order Form” means a written ordering document that is executed by Client and describes the Digibiz24 Services purchased and sets forth the term, fees, and billing terms. Each Order Form will incorporate this MSA by reference. The parties may add Order Forms from time to time during the term of the Agreement.

“Personal Data” has the meaning given to it under applicable data protection law.

“Professional Services” means services provided by Digibiz24 other than the Software to enable or optimize Client’s use of the Software, which may include without limitation data migration, implementation, ongoing support, custom development, and individualized training. All Professional Services will be provided subject to a separate SOW executed by the Parties.

“Software” means Digibiz24’s proprietary marketing SaaS products, which shall be accessed by Client via the internet and will include any updates made generally available at no additional charge to similarly situated Digibiz24 customers.

3. PROPRIETARY RIGHTS

License to Software. Subject to the terms and conditions of the Agreement, Digibiz24 hereby grants to Client and its Affiliates a non-exclusive, non-transferable (except as otherwise provided herein), non-sub licensable, worldwide license to access and use the Software identified in each Order Form, as provided by Digibiz24, for Internal Use during the Term in the manner contemplated by the Parties as provided in this Agreement. Digibiz24 hereby further grants to Client and its Affiliates (i) an exclusive (except as to Digibiz24), perpetual, worldwide, license to use all Customized Deliverables (defined below) provided to Client, and (ii) a non-exclusive, perpetual, worldwide, license to use all other deliverables (or portions of deliverables which portions are not Customized Deliverables) provided to Client hereunder (in the case of each of “(i)” and “(ii)”, including under any SOW) for Client’s and its Affiliates’ Internal Use; provided that the foregoing license shall not apply to any Client Data or other Client Confidential Information, which, as between the parties, is solely owned by Client, and provided that the template, design, and “look and feel” of the Customized Deliverables shall remain the sole and exclusive property of Digibiz24. A “Customized Deliverable” means the portion of each deliverable provided to Client hereunder (including under any SOW) to the extent customized and/or otherwise created specifically for Client.
Client Responsibilities. Client will (i) be responsible for its and its Affiliates’ and personnel’s compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Digibiz24 promptly of any such unauthorized access and/or use of which Client becomes aware, and (iii) use the Software only in accordance with this Agreement and all applicable laws and government regulations. Client will not (a) make the Software available to any third party (except for its Affiliates and any third parties acting on behalf of Client or its Affiliate), (b) sell, resell, rent or lease the Software, (c) knowingly use the Software to store or transmit material that infringes the intellectual property rights or other proprietary rights of any third party or violates third-party privacy rights, (d) knowingly use the Software to transmit malicious code, subject to Digibiz24’s compliance with Section 4(c), (e) attempt to gain unauthorized access on the Software or its related systems or networks, or (f) knowingly or intentionally interfere with or disrupt the integrity or performance of the Software or any third-party data contained therein.
Harmful Code. Digibiz24 represents and warrants that it shall use commercially reasonable efforts to ensure the Software shall be free of any programs, subroutines, code, instructions, data or functions (including to viruses, worms, date bombs, time bombs, lock, drop-dead device, Trojan horse routine, trap door, shut-down devices or code, keys, authorization codes or passwords allowing access), or other malicious code or instruction the purpose of which is to, or that may result in, either: (i) causing the Software to cease operating; or (ii) damaging, impairing, interrupting, interfering with or hindering the operation of the Software, the equipment configuration on which the Software resides, any other software or data on such equipment configuration, or any other equipment or system with which the Software is capable of communicating (“Harmful Code”). In the event the Software is found to contain any Harmful Code, Digibiz24 shall use commercially reasonable efforts to remove the Harmful Code. Digibiz24 will also notify Client without undue delay if it knows or has reason to know that any Harmful Code has entered or has the potential to enter Client’s systems as a result of the use of the Software or if there is a security breach with respect thereto. In the event of the foregoing, Digibiz24 agrees to use commercially reasonable efforts to cooperate with Client, at Digibiz24’s sole expense, to prevent and/or rectify any of the foregoing.

4. USE OF THE DIGIBIZ24 SERVICES

Digibiz24’s Responsibilities. Digibiz24 will make the Software available in accordance with applicable laws and government regulations. Digibiz24 will perform any Professional Services provisioned under the Agreement in a professional and workmanlike manner consistent with industry standards using knowledge and recommendations for performing support and services which meet standards in the software industry, and will provide a standard of care equal to, or superior to, care used by service providers similar to Digibiz24 for similar services. Digibiz24 will maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Client Data.
Client Responsibilities. Client will (i) be responsible for its and its Affiliates’ and personnel’s compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Digibiz24 promptly of any such unauthorized access and/or use of which Client becomes aware, and (iii) use the Software only in accordance with this Agreement and all applicable laws and government regulations. Client will not (a) make the Software available to any third party (except for its Affiliates and any third parties acting on behalf of Client or its Affiliate), (b) sell, resell, rent or lease the Software, (c) knowingly use the Software to store or transmit material that infringes the intellectual property rights or other proprietary rights of any third party or violates third-party privacy rights, (d) knowingly use the Software to transmit malicious code, subject to Digibiz24’s compliance with Section 4(c), (e) attempt to gain unauthorized access on the Software or its related systems or networks, or (f) knowingly or intentionally interfere with or disrupt the integrity or performance of the Software or any third-party data contained therein.
Harmful Code. Digibiz24 represents and warrants that it shall use commercially reasonable efforts to ensure the Software shall be free of any programs, subroutines, code, instructions, data or functions (including to viruses, worms, date bombs, time bombs, lock, drop-dead device, Trojan horse routine, trap door, shut-down devices or code, keys, authorization codes or passwords allowing access), or other malicious code or instruction the purpose of which is to, or that may result in, either: (i) causing the Software to cease operating; or (ii) damaging, impairing, interrupting, interfering with or hindering the operation of the Software, the equipment configuration on which the Software resides, any other software or data on such equipment configuration, or any other equipment or system with which the Software is capable of communicating (“Harmful Code”). In the event the Software is found to contain any Harmful Code, Digibiz24 shall use commercially reasonable efforts to remove the Harmful Code. Digibiz24 will also notify Client without undue delay if it knows or has reason to know that any Harmful Code has entered or has the potential to enter Client’s systems as a result of the use of the Software or if there is a security breach with respect thereto. In the event of the foregoing, Digibiz24 agrees to use commercially reasonable efforts to cooperate with Client, at Digibiz24’s sole expense, to prevent and/or rectify any of the foregoing.

5. FEES AND PAYMENT

Fees. Client will pay Digibiz24 all fees set forth on any applicable Order Form or SOW (collectively, the “Fees”) within thirty (30) days of Client’s receipt of an undisputed invoice, unless otherwise set forth in such Order Form or SOW. Client’s payment obligations are non-cancelable and non-refundable, except in the event of Client’s termination under Section 7(c) or as otherwise provided in this Agreement, and all Fees are due in advance and are based on the Digibiz24 Services purchased and not actual usage.
Payment Terms. For all Fees, Client will provide Digibiz24 with a valid check, money order, ACH, wire, credit card, debit card or alternative method of payment reasonably acceptable to Digibiz24. Client is solely responsible for providing Digibiz24 accurate and complete billing and contact information and for notifying Digibiz24 of any changes to such information.
Overdue Charges. Digibiz24 reserves the right, upon prior written notice to Client (via email sufficient), to charge Client interest at the rate of 1.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, on any undisputed Fees not received within fifteen (15) days of the date such payment was due. Additionally, in the event any undisputed Fees are more than thirty (30) days overdue, Digibiz24 may, upon prior written notice to Client (via email sufficient), suspend its performance of the Digibiz24 Services, and require full payment of undisputed, outstanding Fee amounts, before Digibiz24 resumes performance.
Taxes. Client will be responsible for payment of all sales, use, property, value-added, withholding, or other federal, state or local taxes related to the Fees payable hereunder except for taxes based solely on Digibiz24’s net income. Digibiz24 shall be responsible for determining whether any taxes apply to Client’s use of the Services, and if so then such taxes will be billed to Client as a separate line item on the applicable invoice and paid by Client. Digibiz24 shall be responsible for remitting the taxes to the applicable taxing authority.

6. CONFIDENTIAL INFORMATION

Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limitation, Client’s Confidential Information will include Client Data and all Customized Deliverables and their contents (excluding any pre-existing Confidential Information of Digibiz24 included therein); Digibiz24’s Confidential Information will include the Services; and Confidential Information of each Party will include such Party’s and its Affiliates’ business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party.
Protection of Confidential Information. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations to the Receiving Party containing protections no less stringent than those herein. Neither Party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and Representatives and its legal counsel and accountants without the other Party’s prior written consent.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party in a judicial, legislative, or administrative investigation or proceeding or to a government or other regulatory agency, or if it is otherwise compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent practical and legally permitted, and if not permitted or practical under the circumstances, prompt written notice of such disclosure) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable out-of-pocket cost of compiling and providing secure access to such Confidential Information.
Without limiting any of the foregoing, Digibiz24 shall not, without Client’s prior written consent: (i) use in advertising, publicity or otherwise, Client’s name or any of its Affiliates’ names, trademarks, or service marks; or (ii) represent, directly or indirectly, that Client or any of its Affiliates have approved or endorsed the Digibiz24 Services.

7. TERM AND TERMINATION

Term of Agreement. This MSA takes effect on the date Client first signs an Order Form incorporating this MSA and will remain in effect until all applicable Order Forms have expired or been terminated (the “Term”).
Term of Subscriptions. The initial term of each subscription to Digibiz24 Services will be described in the applicable Order Form (the “Initial Term”), otherwise the Initial Term shall be a twelve (12) month period. Except as otherwise described in an Order Form, subscriptions for each Digibiz24 Service will automatically renew for an additional twelve (12) month period unless a Party notifies the other Party at least sixty (60) days prior to commencement of the next renewal term (each as so agreed, a “Renewal Term”).
Termination. If either Party commits a material breach or default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement (if the breach affects all Order Forms) or applicable Order Form(s) (if the breach affects only individual Order Form(s)) by a second written notice of termination to the breaching or defaulting Party, provided that the terminating Party gives the breaching or defaulting Party an initial written notice specifying the underlying breach or default (such notice to have been given within sixty (60) days of discovery of such breach), and such breach or default remains uncured thirty (30) days after the breaching or defaulting Party receives the notice. Notwithstanding the foregoing, at its sole discretion, Digibiz24 may terminate this Agreement, for any reason, with or without notice to Client and without liability to Client or any third party.
Effect of Termination. Upon expiration or termination of an Order Form for any reason, the rights, licenses and access to the Digibiz24 Services granted to Client under the Order Form will immediately terminate. If the Agreement expires, or if Digibiz24 terminates this Agreement pursuant to Section 7(c), any unpaid Fees will become immediately due and payable to Digibiz24. If Client terminates any Order Form(s) pursuant to Section 7(c), Digibiz24 will provide Client with a pro-rated refund of any prepaid, unused Fees covering the period from the date of termination through the end of the term of the applicable Order Form(s). In no event will expiration or termination of the Agreement relieve Client of any obligation to pay Fees applicable to the period prior to the date of termination; provided, that the foregoing shall not affect any right or remedy to which Client may be entitled to seek as a result of any breach of or default under the Agreement by Digibiz24.
Data. Upon expiration or termination of this Agreement for any reason, Digibiz24 shall provide an export file of all Client Data stored in the Digibiz24 Account (in a reasonably usable digital format, to be agreed by the parties in writing) to Client, if Client requests this within thirty (30) business days of such expiration or termination.
Survival. All terms and provisions of the Agreement, including any exhibits, which by their nature are intended to survive any termination or expiration of this Agreement, will so survive.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to or agrees with the other Party, as applicable, that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the right, power and authority to enter the Agreement and to grant the rights and licenses granted by it hereunder and to perform all of its obligations hereunder; (c) the execution of any Order Form(s) incorporating this MSA by its representative whose signature is set forth therein has been duly authorized by all necessary corporate or organizational action of the Party; (d) when any Order Form incorporating this MSA is executed and delivered by both Parties, this MSA will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (e) it will abide by all applicable federal, state and local laws and regulations with respect to its online activities, use of end user data and use of the Digibiz24 Services in connection with the Agreement.

9. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND DIGIBIZ24 MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS. DIGIBIZ24 SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF CLIENTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE. DIGIBIZ24 DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTIONS.

10. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO EITHER PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS, OR THE PARTIES’ INDEMNIFICATION OBLIGATIONS (THE FOREGOING COLLECTIVELY, THE “EXCLUDED MATTERS”), IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE FEES RECEIVED FROM OR PAYABLE BY CLIENT TO DIGIBIZ24 PURSUANT TO THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. EXCEPT WITH RESPECT TO THE EXCLUDED MATTERS, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING,

11. INDEMNIFICATION

Digibiz24 will indemnify, defend and hold Client, its affiliates and its and their directors, officers, employees and agents and its and their respective successors, heirs and assigns (collectively, the “Client Indemnified Parties”) harmless from any third party claim, action, suit or proceeding made or brought against any Client Indemnified Party alleging that Client’s or its Affiliates’ use of the Software in accordance with the Agreement, or any of the Digibiz24 Services (including resulting deliverables), infringes, misappropriates, or otherwise violates such third party’s intellectual property rights (an “Infringement Claim”), and any resulting liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation). In the event of an actual or threatened Infringement Claim, Digibiz24 shall, at its sole option and expense: (i) procure for Client the right to continue use of the Digibiz24 Services or deliverables or the infringing part thereof; or (ii) modify or amend the affected Digibiz24 Services or deliverables or infringing part thereof (without materially diminishing the same), or replace the affected Digibiz24 Services or deliverables or infringing part thereof with other software, services, or deliverables having substantially the same or better capabilities; or, (iii) if neither of the foregoing is commercially practicable, terminate the Agreement or the applicable Order Form(s), and repay to Client a pro-rata portion, if any, of any prepaid but unused Fees. Digibiz24 will have no liability for an Infringement Claim if the actual or alleged infringement results from (a) Client’s breach of the Agreement, (b) Client’s modification, alteration or addition made to the Software or any use thereof, including any combination of the Software with other materials not provided or authorized by Digibiz24, (c) Client’s failure to use any corrections or modifications made available by Digibiz24 that would not result in any material loss of functionality, or (d) use of the Software in a manner or in connection with a product or data not contemplated by this Agreement. Digibiz24 also disclaims any liability for settlements entered into by Client or costs incurred by Client in relation to an Infringement Claim that are not pre-approved by Digibiz24 in writing.
Client will indemnify, defend and hold Digibiz24, its affiliates and its and their directors, officers, employees and agents and its and their respective successors, heirs and assigns harmless (including for reasonable attorneys’ fees and expenses of litigation) from (i) any third party claim, action, suit or proceeding alleging that Digibiz24’s use of any Client Data, as it was provided to Digibiz24, violates any rights of such third party (including such third party’s rights under any contract with Client); (ii) all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, court costs and witness fees) arising out of or related to any third party claim of a breach of warranty or breach of obligations pursuant to this Agreement; (iii) all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, court costs and witness fees) arising out of or related to any third party claim arising in connection with any content provided by Client (including the distribution thereof) pursuant to this Agreement; and (iv) any fines or penalties that may arise as a result of Client’s breach of this Agreement.
Each Party’s indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of the applicable claim (provided that the failure to provide prompt notice shall only relieve the indemnifying party of its obligation to the extent it is materially prejudiced by such failure and can demonstrate such prejudice); (ii) the indemnifying Party will have sole control of the defense and all related settlement negotiations with respect to the claim (provided that the indemnifying Party may not settle or defend any claim unless it unconditionally releases the indemnified Party of all liability, or if such settlement or compromise would result in any admission of wrongdoing by any indemnified Party); and (iii) the indemnified Party will reasonably cooperate to the extent necessary for the defense of such claim. The Indemnified Party shall have the right to participate in the defense with counsel of its choice at its own expense.

12. MISCELLANEOUS

Assignment. Neither Party may assign the Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign the Agreement to a parent, affiliate, subsidiary, or successor to its business, if any, resulting from a merger, acquisition, or other change in control. Subject to the foregoing, the Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 12(a) will be null and void.
Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement will remain in full force and effect.
Governing Law and Jurisdiction. The Agreement is governed by and construed under the laws of Florida without reference to conflict of laws principles. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in St. Petersburg, Florida, and the Parties agree and submit to the exclusive jurisdiction and venue of these courts.
Modification and Waiver. No waiver or modification of the Agreement will be valid unless made in writing and signed by both parties. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.
Entire Agreement. This Agreement, including any applicable Order Forms or SOWs, embodies the entire understanding of the Parties and supersedes any previous or contemporaneous communications, whether oral or written; and may be amended only by a writing signed by both Parties. For the avoidance of doubt, no click-through, shrink-wrap or similar terms of use shall apply with respect to the subject matter of this Agreement, whether clicked through, assented to, or otherwise entered into by any individual before, on, or after the effective date of this MSA or any Order Form. Unless explicitly provided for in an applicable Order Form or SOW, Client agrees that its obligations under the Agreement are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by Digibiz24 regarding future functionality or features.

DATA PROCESSING ADDENDUM

THIS DATA PROCESSING ADDENDUM (“DPA”) is incorporated into, and is subject to the terms and conditions of, the Master Subscription Agreement or other written or electronic agreement (“Agreement”) between Digital Assets AG (“Digibiz24”); and Client, (“Controller”), governing Controller’s use of the Digibiz24 software and services (the “Services”). All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.

In the course of providing the Services to Controller, Digibiz24 may process Personal Data (defined below) and the parties agree to comply with the following provisions with respect to any processing of Personal Data by Digibiz24 as a processor to Controller.

NOW IT IS AGREED as follows:

1. Data Protection

1.1 Definitions: In this DPA, the following terms shall have the following meanings:

“controller”, “processor”, “data subject”, “personal data”, “process”, and “processing” shall have the meanings given in Applicable Data Protection Law;
“Applicable Data Protection Law” means all worldwide data protection and privacy laws and regulations, to the extent applicable to the parties and the nature of the personal data processed under the Agreement, including, where applicable, the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act of 2020 and the Swiss Federal Data Protection Act (the “Swiss DPA”); in each case as may be amended or superseded from time to time;
“Personal Data” means information that identifies a person, such as a name or online identifier that is uploaded into the Services by Controller or by third parties acting on Controller’s behalf, including customer emails. To the extent the CCPA applies to this DPA, Personal Data means “Personal Information,” as such term is defined in the CCPA, that is uploaded into the Services by Controller or by third parties acting on Controller’s behalf;
“Restricted Transfer” means where the Swiss DPA applies, a transfer of Personal Data to a country outside of Switzerland which is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner;
“Security Incident” means any breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data transmitted, stored or otherwise processed by Digibiz24 under this DPA.
“Standard Contractual Clauses” or “EU SCCs” means the contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council;
“Subprocessor” means any third-party processor engaged by Digibiz24 to process any Personal Data in connection with the Services provided to Controller (but shall not include Digibiz24 employees, contractors or consultants);

1.2 Relationship of the parties: Digibiz24 will process Personal Data on behalf of Controller. Each party shall comply with the obligations that apply to it under Applicable Data Protection Law. To the extent Digibiz24 will process Personal Data that is subject to the CCPA, the Parties acknowledge and agree that Digibiz24 will act as a “Service Provider,” as such term is defined in the CCPA, in its performance of its obligations pursuant to this DPA or the Agreement, and Digibiz24 certifies that it understands and will comply with its processing obligations. Similarly, to the extent Controller directs Digibiz24 to process Personal Data that is subject to the CCPA, the Parties acknowledge and agree that Controller will act as a “Business,” as such term is defined in the CCPA, in its performance of its obligations pursuant to this DPA or the Agreement.

1.3 Prohibited data: Controller shall not disclose (and shall not request any data subject to disclose) any special categories of Personal Data to Digibiz24 for processing except where and to the extent expressly.

1.4 Purpose limitation: Digibiz24 shall process the Personal Data in accordance with Controller’s documented instructions (the “Permitted Purpose”), except where otherwise required by law(s) that are not incompatible with Applicable Data Protection Law. To the extent Digibiz24 will process Personal Data that is subject to the CCPA, the Permitted Purpose is the “Business Purpose,” as such term is defined in the CCPA, and Digibiz24 will retain, use or disclose the Personal Data only for such Business Purpose. In no event shall Digibiz24 process the Personal Data for its own purposes or those of any third party. Digibiz24 shall not “sell” or “share” the Personal Data, as such terms are defined by Applicable Data Protection Law, nor shall Digibiz24 combine the Personal Data with personal data that Digibiz24 receives from other sources, except as permitted by the Permitted Purpose or required by law(s) that are not incompatible with Applicable Data Protection Law. Digibiz24 shall immediately inform Controller if it becomes aware that Controller’s processing instructions infringe Applicable Data Protection Law (but without obligation to actively monitor Controller’s compliance with Applicable Data Protection Law).

1.5 Restricted transfers: The parties agree that to the extent the transfer of Personal Data from Controller to Digibiz24 is a Restricted Transfer and Applicable Data Protection Law requires that appropriate safeguards are put in place, such transfer shall be subject to the Standard Contractual Clauses, which shall be deemed incorporated by reference and form an integral part of this DPA as follows:

in relation to transfers of Personal Data protected by the Swiss DPA, the Standard Contractual Clauses will apply, with the following modifications:

(I) references to “Regulation (EU) 2016/679” shall be interpreted as references to the Swiss DPA;

(II) references to specific Articles of “Regulation (EU) 2016/679” shall be replaced with the equivalent article or section of the Swiss DPA;

(III) references to “EU”, “Union”, “Member State” and “Member State law” shall be replaced with references to “Switzerland”, or “Swiss law”;

(IV) the term “member state” shall not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (i.e., Switzerland);

(V) Clause 13(a) and Part C of Annex I are not used and the “competent supervisory authority” is the Swiss Federal Data Protection Information Commissioner;

(VI) references to the “competent supervisory authority” and “competent courts” shall be replaced with references to the “Swiss Federal Data Protection Information Commissioner” and “applicable courts of Switzerland”;

(VII) in Clause 17, the Standard Contractual Clauses shall be governed by the laws of Switzerland; and

(VIII) with respect to transfers to which the Swiss DPA applies, Clause 18(b) shall state that disputes shall be resolved before the applicable courts of Switzerland.
in the event that any provision of this DPA contradicts, directly or indirectly, the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

1.6 Onward transfers: Digibiz24 shall not participate in (nor permit any Subprocessor to participate in) any other Restricted Transfers of Personal Data (whether as an exporter or an importer of the Personal Data) unless the Restricted Transfer is made in compliance with Applicable Data Protection Law and this DPA. Such measures may include (without limitation) transferring the Personal Data to a recipient in a country that the Swiss Commission has decided provides adequate protection for personal data, or pursuant to Standard Contractual Clauses implemented between the relevant exporter and importer of the Personal Data.

1.7 Confidentiality of processing: Digibiz24 shall ensure that any person that it authorizes to process the Personal Data (including Digibiz24’s staff, agents and Subprocessors) (an “Authorized Person”) shall be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty), and shall not permit any person to process the Personal Data who is not under such a duty of confidentiality. Digibiz24 shall ensure that all Authorized Persons process the Personal Data only as necessary for the Permitted Purpose.

1.8 Security: Digibiz24 shall implement and maintain appropriate technical and organizational measures designed to protect the Personal Data from Security Incidents and to preserve the confidentiality of Personal Data in accordance with Annex II to this DPA (“Security Measures”). Such measures shall have regard to the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. Controller acknowledges that the Security Measures are subject to technical progress and development and that Digibiz24 may update or modify the Security Measures from time to time, provided that such updates and modifications do not degrade or diminish overall security of the Services.

1.9 Subprocessing: Controller agrees that Digibiz24 may engage Subprocessors to process Personal Data on Controller’s behalf.

1.10 Cooperation and data subjects’ rights: Digibiz24 shall provide all reasonable and timely assistance (including by appropriate technical and organizational measures) to Controller to enable Controller to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Personal Data. In the event that any such request, correspondence, enquiry or complaint is made directly to Digibiz24, Digibiz24 shall promptly act to ensure that the same is provided to Controller.

1.11 Security Incidents: Upon becoming aware of a Security Incident, Digibiz24 shall inform Controller without undue delay and shall provide all such timely information and cooperation as Controller may reasonably require in order for Controller to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law. Digibiz24 shall further take all such measures and actions as are reasonably necessary to remedy or mitigate the effects of the Security Incident and shall keep Controller informed of all developments in connection with the Security Incident.

1.12 Deletion or return of Personal Data: Upon termination or expiry of the Agreement, Digibiz24 shall (at Controller’s election) destroy or return to Controller all Personal Data (including all copies of the Personal Data) in its possession or control (including any Personal Data subcontracted to a third party for processing). This requirement shall not apply to the extent that Digibiz24 is required by any applicable law to retain some or all of the Personal Data, in which event Digibiz24 shall isolate and protect the Personal Data from any further processing except to the extent required by such law until deletion is possible.

1.13 Audit rights: Digibiz24 shall make available to Controller all information reasonably necessary to demonstrate compliance with the obligations laid down in this DPA and allow for and contribute to audits, including inspections by Controller in order to assess compliance with this DPA. Controller acknowledges and agrees that it shall exercise its audit rights under this DPA, and any other audit rights granted by Applicable Data Protection Law.

1.14 Security reports and due diligence:

Controller acknowledges that Digibiz24 is regularly audited against industry standards. Upon written request, Digibiz24 shall supply to Controller a summary copy of its audit report(s), which reports shall be subject to the confidentiality provisions of the Agreement, so that Controller can verify Digibiz24’s compliance with audit standards against which it has been assessed and this DPA.
In addition and upon Controller’s written request, Digibiz24 shall respond to any reasonable requests for information made by Controller to confirm Digibiz24’s compliance with this DPA, including responses to information security, due diligence and audit questionnaires, by making additional information available regarding its information security program which Digibiz24 generally makes available to its customers, provided that Controller shall not exercise this right more than once per year.

1.15 Miscellaneous: Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict or inconsistency between this DPA and the Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) the Standard Contractual Clauses; then (b) this DPA; and then (c) the main body of the Agreement. The parties agree that this DPA shall replace any existing data processing agreement or similar document that the parties may have previously entered into in connection with the Services. Notwithstanding anything to the contrary, Digibiz24 may periodically make modifications to this DPA as may be required to comply with Applicable Data Protection Law.