DATA PROCESSING AGREEMENT

This Data Processing Agreement is made between:

1. Ultra Display Ads Signage Ltd (“Ultra Display Ads”); and
2. The Customer, as defined in the Main Agreement (“the Customer”).

This agreement is entered into and effective from the same date as the Main Agreement.

BACKGROUND

(A) Ultra Display Ads specializes in providing digital display software and related services, including the Ultra Display Ads Content Management System (CMS), Ultra Display Ads Message Relay (XMR), and Ultra Display Ads Player, which are available as standalone products or as software as a service on a subscription basis.

(B) In providing its services to the Customer, Ultra Display Ads may process personal data on the Customer’s behalf.

(C) This Data Processing Agreement outlines the terms, requirements, and conditions under which Ultra Display Ads will process personal data while providing services to the Customer. It includes the mandatory clauses required by Article 28(3) of the General Data Protection Regulation (GDPR).

AGREED TERMS

1. Data Protection

1.1. Ultra Display Ads agrees to provide digital display software and other services (“the Services”) to the Customer. In doing so, Ultra Display Ads may process Protected Data on behalf of the Customer.

1.2. In return for the Customer’s engagement of Ultra Display Ads, Ultra Display Ads agrees to comply with data security, confidentiality, and other obligations outlined in this Data Processing Agreement.

1.3. For the purposes of this agreement:

• “Authorised Persons”: Individuals authorized by the Customer to instruct Ultra Display Ads on data processing.
• “Business Purposes”: Services described in this agreement or the Main Agreement, or as specified in an appendix.
• “Data Protection Legislation”: Laws concerning data processing, privacy, and the use of personal data applicable to the Customer, Ultra Display Ads, and/or the services provided, including the GDPR.
• “Protected Data”: Any personal data processed in connection with Ultra Display Ads’ obligations under this agreement or the Main Agreement.
• “Ultra Display Ads Personnel”: Employees, agents, and consultants of Ultra Display Ads involved in providing the Services.

1.4. Ultra Display Ads acknowledges that, for data protection purposes, the Customer is the Data Controller, and Ultra Display Ads is the Data Processor of any Protected Data.

1.5. Details of personal data processing, as required by the GDPR, are outlined in Appendix 1. The Customer may amend Appendix 1 as necessary to meet regulatory requirements.

2. Personal Data Types and Processing Purposes

2.1. The Customer remains the Data Controller, and Ultra Display Ads is the Data Processor.

2.2. The Customer maintains control over the Protected Data and ensures compliance with applicable Data Protection Legislation, including obtaining necessary consents for processing.

3. Obligations of Ultra Display Ads

3.1. Ultra Display Ads will only process Protected Data as necessary for the Business Purposes and in accordance with the Customer’s instructions.

3.2. Ultra Display Ads must comply with any Customer requests to amend, transfer, delete, or process Protected Data, including halting unauthorized processing.

3.3. Ultra Display Ads will maintain confidentiality and will not disclose Protected Data to third parties without authorization, unless required by law.

3.4. Ultra Display Ads will assist the Customer in complying with Data Protection Legislation, particularly concerning Data Subject rights and impact assessments.

4. Security

4.1. Ultra Display Ads will implement appropriate security measures to protect Protected Data from unauthorized access, alteration, or destruction.

4.2. These measures include encryption, ensuring data integrity, regular testing of security measures, and anonymization of data where necessary.

5. Breach Notification

5.1. Ultra Display Ads will notify the Customer of any unauthorized access or breach of Protected Data and provide information required under Data Protection Legislation.

5.2. Ultra Display Ads will assist the Customer with any investigations related to security breaches.

6. Rights of the Data Subject

6.1. Ultra Display Ads will implement measures to assist the Customer in fulfilling obligations to respond to Data Subject requests and promptly notify the Customer of such requests.

7. Liability

7.1. Ultra Display Ads will indemnify the Customer against loss or damage resulting from breaches of this agreement, limited to subscription fees paid in the preceding six months.

7.2. Neither party is liable for indirect or consequential losses, including lost profits, business interruptions, or data corruption.

8. General Provisions

8.1. This agreement will remain in effect as long as Ultra Display Ads processes Protected Data on behalf of the Customer.

8.2. In case of a conflict between this agreement and the Main Agreement, this Data Processing Agreement will take precedence.

8.3. This agreement is governed by the laws applicable under the Main Agreement, and disputes will be resolved under these laws.

APPENDIX 1: DETAILS OF PROCESSING

• Data Controller: The Customer
• Data Processor: Ultra Display Ads
• Categories of Data Subjects: Customer personnel and contacts
• Types of Personal Data: Identity, contact, transaction, technical, profile, usage, and marketing data
• Processing Duration: For the duration of the Main Agreement or as otherwise specified
• Purpose of Processing: To provide services outlined in the Main Agreement

ANNEX: STANDARD CONTRACTUAL CLAUSES

If applicable, standard contractual clauses will apply to ensure the protection of personal data transferred outside the European Union, as outlined in this agreement.