SEKG Game Developers’ Terms Agreement

Version: v12.2022

These Sekg Game Developers Terms (these “Terms” and together with the Exhibit hereto, this “Agreement”) is entered into effective as of the date of last signature below (“Effective Date”) by and between Sensing Emotions and Knowledge Group, SL (“Sekg” or “We/us”) located at Carrer Consell de Cent, 341, Principal 1a, 42, 08007, Barcelona, Spain, with Tax ID B-66471665, and the entity identified below (“Developer”). Hereinafter Sekg and Developer are individually referred to as a “Party” and together as the “Parties’. This Agreement sets out the responsibilities of the Parties for the performance by Sekg of the Services and use by Developer of the Services (as defined below) through the Developer’s Account (as defined below).

• Definitions

  • “Account” means an account created by Developer when signing up for the Services.
  • “Confidential information” means any proprietary information, data or content, including without limitation trade secrets, proprietary information, ideas, works of authorship (including video games), know-how, processes and any information or data related to a Party’s business and contractual relationships, in each case disclosed by one Party (the “Disclosing Party”) to the other Party.
  • “Dashboards” means customizable dashboard where Gamer Data is made accessible to Developer.
  • “Gamer Data” means any data that are collected from Gamers when playing, accessing or reviewing the Games, and any data and datasets based thereon.
  • “Pseudo Identification Gamer Data” means Gamer`s nickname, gender, age, country, gamer profile (casual, midcore, hardcore).
  • “Gamer” means the natural person (having an account with Sekg) playing a Game and whose biometrics, behavioral reactions and/or impressions are recorded through the Sekg Services.
  • “Games” means the video games or other content provided by Developer for testing through the Sekg Services, identified in the applicable Service Order.
  • “Intellectual Property Rights” means without limitation all copyrights as well as all computer code or scripts, whether compiled or not in any computer language or program, all patents, utility models, trademarks, know-how, trade names, domain names, rights in logo and get-up, inventions, all rights in computer software and data, databases, confidential information, trade secrets design rights (whether registered or unregistered) semi-conductor topographies and all intangible rights, privileges and forms of protection of a nature or having a similar effect to any of the above which may subsist anywhere in the world.
  • “Service Order” means each service order entered into by Sekg and Developer from time to time hereunder. For clarity, a Service Order may be entered into by Sekg and Developer through an online or offline process. Any offline Service Order will be in substantially the form set forth in Exhibit A, attached hereto and any online Service Order will contain the information required in the form set forth in Exhibit A attached hereto.
  • “Services” means the services provided by Sekg to Developer, which include without limitation facilitating access to Games to Gamers and creating reports available to Developer based on the Gamers Data through the Dashboard and other associated services; in each case, as identified in the applicable Service Order.

1. General Terms

   1. The Agreement incorporates these General Terms of Services, any Service Order completed through an online or offline process with Sekg, and any subsequent Service Order entered into by the Parties in relation to the Services. In the event of conflict, the terms of the then current Service Order shall prevail.

2. License and Scope

   1. As part of the Services, and subject to Developer’s compliance with this Agreement, Sekg grants Developer, during each Service Order term a worldwide, non-exclusive, non-transferable and non-assignable right to access and use the Services, which includes without limitation access to the Dashboard. The Services shall be limited to use by or for the Developer identified in the Service Order, its affiliates and its employees, consultants, representatives and agents only. Consultants shall be previously notified in written form (email) to Sekg before accessing the Platform.
   2. As conditions to this license grant, Developer (and any person acting on its behalf) shall not (i) sell, rent, sublicense or lease access to the Services; (ii) remove, obscure or alter any proprietary notices associated with the Services, (iii) publish or make available to third parties the interface, graphics, design or functionalities of the Services ; nor (iv) use (or plan, encourage or help others to use) the Services for any purpose or in any manner that is prohibited by this Agreement or by applicable law. Developers who violate these rules may have their access and use of the Services suspended or terminated, at Sekg’s discretion.

3. Developer’s Rights and Obligations

   1. Upon registering for the Services for the first time, Developer shall create an Account, providing complete, accurate and up-to-date information. Upon acceptance of this Agreement by and registration of Developer, the Developer Account will be activated and Developer will be able to access and use the Services. Developer’s account may only be accessed and used through Developer’s ID and password which must remain confidential. Developer may not share its ID and/or password with any third parties. In the event Developer is aware of a confidentiality breach, Developer must immediately notify Sekg. Developer may close the account at any time, block access to the corresponding ID, and create a new ID or password.
   2. For each Game that the Developer wants evaluating through the Services, the parties shall enter into a Service Order available on the Sekg platform, including without limitation, specification pf the game, the evaluation period, the game rating, the target group and other relevant data required to provide the Services, and associated cost.
   3. Developer is responsible for all and any activities carried out in its Account, and must comply with all applicable local, state-wide, national or international laws, treaties and regulations related to the use of the Services. Developer will provide Sekg with complete, accurate, and updated information of the Games and Developer’s account at all times. Incorrect or outdated information provided by Developer may lead to errors or delays for which Sekg will not be responsible. Sekg reserves the right to withdraw such access for Developers who systematically provide inaccurate data.
   4. Developer grants Sekg the revocable and limited right to, solely during the term of the applicable Service Order, store, process, transmit and display the Games solely to the extent necessary to provide the Services and for the sole duration of the evaluation period as defined in the relevant Service Order.
   5. Developer warrants that it has all necessary licenses and permissions to use the Services, provide Sekg and Gamers with the Games. Developer also represents that its Games and other activities in connection with the Services do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does such content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and comply with the description and rating set out in the Service Order
   6. Developer may not through the use of the Services: (i) send or store material that contains software with virus, worms, trojans or codes, files, command sequences, harmful computer agents or programs; (ii) interfere or affect the integrity or performance of the Services or the data it contains; (iii) try to obtain unauthorized access to the Services or related systems or networks; or (iv) try to profile or access the personal data of the Gamers.
   7. Sekg reserves the right to suspend Developer’s access to the Services if it breaches any of these obligations, without prejudice to its right to terminate the Agreement as set out herein.

4. Term and Termination

   1. The Agreement is effective as of the Effective Date above, and shall remain in effect for one (1) year, renewable automatically for one (1) year periods unless either Party provides written notice to the other of its intention not to renew at least thirty (30) days prior to the end of the then current term, during which period Provider will continue paying the due fees and Sekg will continue to provide the Services.
   2. Either Party may terminate immediately this Agreement in the event of a material breach, which included non-payment of the applicable fees, by the other Party with thirty (30) days prior written notice and such breach is irremediable or is not cured within thirty (30) days of written notice of such breach. Termination for cause of the Agreement shall automatically terminate current Service Orders, and if the breach is caused by Developer, Developer shall not be entitled to any refund of the fees already paid for the applicable Service Order/s.
   3. Upon termination of this Agreement for any reason other than breach by Sekg, all payments obligations to Sekg will immediately become due and payable, Developer will cease using the Services, Sekg will cancel Developer’s Account.
   4. Upon termination otherwise than for cause of Developer, Developer will have thirty (30) days to retrieve all previously provided Gamer Data.
   5. The following clauses 5 (Term and Termination), 7 (Intellectual Property Rights), 8 (Indemnity), 9 (Confidentiality and Data Protection), 10 (Warranty), 11 (Liability) and 12 (Miscellaneous) shall survive termination of this Agreement.

5. Fees and Payment

   1. Fees are set out in the applicable Service Order and, unless otherwise agreed, are payable in advance starting from the Effective Date of the Service Order and on a monthly basis. All fees are non-refundable once paid unless termination of this Agreement due to material breach by Sekg. Fees will be invoiced in advance and payments shall be made within the time frame specified in the Service Order or within 30 days from the date set out in the invoice.
   2. Late payment shall incur interest at the rate of the lower of 1% monthly or the maximum allowed by applicable law.
   3. The prices set out on any Service Order do not include taxes. Developer is responsible for payment of all taxes, levies, and similar governmental charges, however designated, that may be imposed by any jurisdiction, except for taxes based solely on Sekg’s net income.

6. Intellectual Property Rights; Gamer Data

   1. Sekg and its licensors owns all rights, title and interests, including without limitation all Intellectual Property Rights in the Services, including without limitation the Dashboard. All rights not expressly granted remain reserved to Sekg and its licensors.
   2. Except as otherwise expressly provided in writing, the Agreement shall not give to Sekg any direct, indirect or implied right or license to use or otherwise exploit Intellectual Property Rights belonging to Developer. Sekg acknowledges and agrees that Developer’s Intellectual Property Rights constitute the exclusive property of Developer, whether or not any portion thereof is nor may be copyrighted or patented and that title to and full ownership thereof shall at all times remain exclusively in Developer.
   3. Developer and its licensors own all rights, title and interests, including without limitation all Intellectual Property Rights in and to the Games. All rights not expressly granted remain reserved to Developer and its licensors.
   4. Developer shall own, and Sekg agrees to assign and does hereby assign to Developer, all right title and interest in and to all Gamer Data and all reports and other deliverables furnished by Sekg to Developer hereunder, including all Intellectual Property Rights therein. Sekg reserves the right to use the Gamer Data on an aggregated and anonymous basis for the purpose of platform optimization and improvement, security monitoring and statistics.

7. Indemnity

   1. Either Party shall defend and hold harmless the other from any and all claims, liabilities, costs, damages, including reasonable attorneys’ fees, relating to or arising from breach by the Party of the above representations, warranties and covenants.
   2. The indemnified Party shall promptly notify the indemnifying Party of any such claim or proceeding and shall not settle any such claim or proceeding without the indemnifying Party’s prior written consent. The indemnified Party shall have the right at its expense to participate in the defense thereof with counsel of its choice, provided that the indemnifying Party shall have the right at all times to retain or resume control of the conduct of such defense.

8. Confidentiality and Data Protection

   1. Confidential Information. The Parties may each disclose (the “Discloser”) to the other Party (the “Disclosee”), certain confidential information, including without limitation, business, financial, engineering and/or technical information (including without limitation, information and tangible and intangible property which may relate to proprietary products, concepts, marketing information, trade secrets, technology, processes, drawings, specifications, programs, models, financial information and projections, formulae, data, know-how, copyright, developments, designs, improvements, software programs, marketing materials, plans and strategies, existing or future products, Customer and supplier lists and other valuable business information and products) or the terms of this Agreement, which is confidential and proprietary to, and rightfully in the possession of, the Discloser (“Confidential Information”).
   2. The Disclosee will (i) hold the Confidential Information of the Discloser in confidence, using the same degree of care normally used to protect its own proprietary and/or confidential information within its own organization, but not less than a reasonable degree of care, (ii) use the Confidential Information only for the purpose of its performance hereunder (“Purpose”) and for no other purposes; (iii) restrict disclosure of the Confidential Information solely to its and its Affiliates’ employees, directors, officers, agents, consultants, third party contractors and other collaborators (collectively “Personnel”) with a need to know in connection with the Purpose (and provided that such Personnel are advised of the obligations assumed herein and are bound by obligations of confidentiality and non-use substantially comparable in scope with the provisions hereof to protect Discloser’s rights and interest hereunder); and (iv) not disclose such Confidential Information to any third party without prior written approval of the Discloser. For the purpose of this Agreement, the term “Affiliate” means with respect to a Party, any person, partnership, joint venture, corporation or other organization, domestic or foreign, including but not limited to subsidiaries that directly or indirectly controls, is controlled by, or is under common control with such Party. The obligations of this Section 9 (a) shall survive the expiration or Termination of this Agreement for 3 years from the date of disclosure unless a trade secret in which case the obligations regarding confidentiality shall survive for as long as such information remains a trade secret.
   3. Exceptions/Compelled Disclosure. The confidentiality restrictions herein will not apply to any information that (i) is independently developed by or for the Disclosee without any use of and/or access to the Discloser’s Confidential Information, as established by the Disclosee by appropriate documentation, (ii) is lawfully received free of restriction from a third party having the right to so furnish such Confidential Information without any breach of confidentiality obligation owed to the Discloser, (iii) is in or becomes part of the public domain through no wrongful act of the Disclosee, or (iv) at the time of disclosure was already known by the Disclosee or its Personnel free of restriction, as evidenced by the Disclosee by appropriate documentation. If the Disclosee is required by applicable law, statute, regulation, or court order lawfully demanding the disclosure of any Confidential Information belonging to the Discloser, the Disclosee will give to the Discloser prompt written notice of the request and a reasonable opportunity to object to such disclosure and to seek, at the Discloser’s cost and expense, a protective order or appropriate remedy. If, in the absence of a protective order, the Disclosee determines, upon the advice of counsel, that it is required to disclose the Discloser’s Confidential Information, it may disclose such Confidential Information, but only to the extent compelled to do so.
   4. The Parties acknowledge that each Party has extensive knowledge and technical expertise in the field of computer game and is developing or will develop, within the scope of its normal business, games, game engines, tools and technologies, which may be similar to or competitive with the Technology and Products/Services of the other Party. Nothing in this Agreement shall be construed as restraining or preventing either Party from pursuing its business in whatever manner it elects if this involves competing with the other Party, provided the same is done without violation of this Agreement and/or any other agreement between the Parties.
   5. Return of Materials. Within ten (10) days of the receipt of a request by the Discloser, the Disclosee agrees to return or destroy (and certify such destruction of) all copies of all Confidential Information received by it and / or any of its Affiliates or Personnel pursuant to this Agreement.
   6. Sekg shall ensure that each Gamer signs (through online acceptance or otherwise) confidentiality agreements expressly validated in writing and/or provided by Developer. Without prejudice to the above, Developer has seen the Sekg Gamer Terms of Use online at https://app.antidote.gg/#!/gamers/signup and https://antidote.gg/sekg-players-terms-of-use/ and agrees that the confidentiality agreements are acceptable. Sekg will notify Developer in advance and in writing of any change to these Terms of Use.
   7. The Parties agree to the Data Processing Annex attached hereto as Exhibit B.

9. Warranty

   1. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and the Agreement does not breach any current legal or contractual obligation of that party.
   2. Developer represents and warrants that it owns all right, title and interest in the Games or possesses the necessary rights to permit the Games to be distributed to and accessed by the Gamers. Developer warrants that its use of the Services will not violate any applicable law, rule or regulation, or third party rights, or breach an agreement with, or infringe the copyright or other intellectual property rights of, a third party.
   3. Sekg warrants that the Services provided in accordance with the terms of this Agreement, diligently and professionally at all times in accordance with industry standards, and will not violate any applicable law, rule or regulation. Sekg will make commercially reasonable efforts to ensure that the Services are secure, uninterrupted and error-free, that defects will be corrected, or that the servers used for the services will be free of viruses or other harmful components. If at any time during the term of this Agreement, Developer discovers one or more material or significant defects or errors in the Services as delivered, or any other respect in which any of the Services as delivered fails to conform to the provisions of this warranty, Sekg shall, as sole and exclusive remedy, use commercially reasonable efforts to correct such defect provided that adequate notice and description of the defect or error is provided to Sekg.
   4. Except as expressly provided herein, to the maximum extent permitted by applicable law, the Services are provided “AS IS” and Developer’s use of the Services is at Developer’s sole risk. Sekg disclaims all warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose or non-infringement. Sekg does not warrant that the services will be error free or uninterrupted.

10. Insurance

    1. Sekg will maintain at all times while any employees of Sekg are rendering services hereunder, employer’s liability insurance as required by law, and will maintain customary liability and property damage insurance.

11. Liability

    1. Except for a Party’s breach of Section 9 or the Data Processing Addendum in Exhibit B or for a Party’s indemnification obligations under Section 8, to the maximum extent allowed by applicable law: (a) neither Party shall be liable or responsible to the other Party for any indirect or consequential damages, including, but not limited to, lost revenue, lost profits, loss of data or business information, even if advised of the possibility of such damages, whether arising under contract, tort (including negligence), strict liability or otherwise; and (b) each Party’s liability to the other Party for any breach of this Agreement shall not exceed an amount equal to payments made by Developer to Sekg during the twelve (12) months prior to the event giving rise to the claim. Nothing herein constitutes a waiver of any unpaid or past due amounts owed by Developer hereunder for Services rendered.
    2. Sekg shall not be held responsible or liable for any failure by the Gamers to abide by the Games Terms, including without limitation any obligation to keep information regarding the Game confidential (if applicable). It is the responsibility of the Developer to ensure that appropriate terms and conditions for each Game (“Game Terms”) are drafted and available to be accepted by the Gamers for each Game provided for the Sekg Services. The mechanism through which Game Terms are presented to and agreed to by Gamers (including all text associated with such mechanism) shall be subject to Developers prior approval and Sekg shall not make any changes to such Developer-approved mechanism or text without Developer’s prior approval.

12. Miscellaneous

    1. Support. Subject to Developer’s compliance with the terms of this Agreement including payment of the applicable fees, Sekg shall provide reasonable support for and maintenance of the Services to Developer. IN the case of any issue, Developer should contact Sekg through the means provided on the Sekg platform.
    2. Marketing. Neither Party may use the other party’s name, logo, trade name, trademarks and icons (collectively, the “Brands”) without prior written agreement.
    3. Notice. Notices shall be provided by email to Sekg at info@sekg.net and to Developer at the email address set out above. Notices are not effective until acknowledgement of receipt by the other Party is given.
    4. Independent Contractors. Sekg and Developer are independent contractors and this Agreement does not establish any relationship of partnership, joint venture, or agency between Sekg and Developer. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent.
    5. No Third Parties. This Agreement is made for the benefit of Sekg and Developer, and not for the benefit of any other third Parties.
    6. Assignment. Neither Party may, without the other Party’s prior written consent, assign, sublicense, or otherwise dispose of the whole or any part of this Agreement, except that the Agreement may be assigned to any member of the Parties’ corporate group in the event of corporate reorganization.
    7. Force Majeure. Neither Party will be liable for any failure or delay due to any unanticipated cause beyond its reasonable control provided that the delayed Party gives prompt notice of such cause, and uses its commercially reasonable efforts to promptly correct such failure or delay.
    8. No Waiver. Neither Party’s waiver of the breach of any provision shall constitute a waiver of that provision in that or any other instance. This Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing, signed by both Parties.
    9. Severability. lf any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall continue in full force and effect, and the Parties shall substitute a valid provision with the same intent and economic effect.
    10. Governing Law. This Agreement will be governed by and in accordance with the laws of Spain applicable, without regard to any conflict of laws rules or principles.
    11. Jurisdiction. In the event that a dispute arises with respect to the terms of this Agreement, the parties agree that the exclusive and sole venue for resolution shall be a court of competent jurisdiction in the City of Barcelona, Spain.
    12. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

Exhibit B

Data Processing Annex

Introduction

Sekg collects Gamer Data related to Gamers who play Games submitted by Developer. All Gamer Data is Developer’s Confidential Information, including without limitation any Gamer Data that is Personal Data (defined below). Sekg also collects Pseudo Identification Gamer Data for its own purposes and will be shared with Developer. Pursuant to the commercial agreement that has been formalized between the Parties (the “Agreement”), Sekg and Developer have multiple roles related to data protection:

• Both Parties are Data Controllers of the other Party signatories’ identification and contact data. Further, Sekg is a Data Controller of any Personal Data collected from Developer’s authorized users in connection with the administration of Accounts;
• Both Parties are Data Controllers in their own right with regard to the Pseudo Identification Data of Gamers (as defined below)
• Sekg, when processing Shared Gamer Data on the basis of documented instructions from the Developer, covers the role of Data Processor, while the Developer covers the role of Data Controller.

This Annex sets out the obligations of the Parties in relation to the sharing and Processing of Personal Data in the context of the Agreement. Each Party undertakes to comply with the provisions of this Data Processing Annex with respect to any Personal Data that is collected or Processed by it under the Agreement, acting either or both as Data Controller and/or Data Processor (as defined below). Capitalized terms not defined in this Annex have the meaning set forth in the Agreement.

1. Definitions

   For the purpose of this Annex, capitalized terms shall have the meaning set out the EU GDPR referenced below. In addition,
   • Gamer Data: as set out in the Agreement
   • “Pseudo Identification Gamer Data” means Gamer`s nickname, gender, age, country, gamer profile (casual, midcore, hardcore). Examples of “Pseudo Identification Gamer Data are listed in Annex I hereto. For clarity, Pseudo Identification Gamer Data does not include any other Gamer Data. However, Gamer Data includes Pseudo Identification Gamer Data.

2. Object and Term

   This Annex regulates the Processing of Personal Data by Sekg under the Agreement. The duration of such Processing shall be for the period during which the Parties perform their applicable obligations under the Agreement. The purposes, the type of Personal Data and categories of Data Subjects are as described below in this Exhibit B and in additional addenda in the case of extending any Personal Data Processing.

3. Data Protection Laws Compliance

   Each Party shall comply with all applicable laws relating to privacy and data protection, including, as applicable, the EU General Data Protection Regulation (2016/679), the EU Privacy and Electronic Communications Directive (2002/58/EC) as implemented in each jurisdiction, and any amending or replacement legislation from time to time (collectively and individually, “Data Protection Laws”).

4. The Parties as Data Controllers of the signatories’ identification and contact data

   In accordance with Data Protection Laws, the Processing of the Personal Data of the signatories of the Agreement and the staff of the Parties involved in performing the contract (data = name, professional title, address and email address and telephone, Account data) is necessary for the preparation and performance of the Agreement, and for the Parties’ legitimate interest. Each Party Processes this Personal Data for the whole duration of the Agreement and as required to comply with law for legal or administrative reasons, which is usually 10 years. Each Party agrees to inform its staff of the possibility of exercising his/her rights of access, rectification, cancellation and opposition, limitation and restriction of treatment in the terms established by the current legislation, by writing to the contact email addresses of each Party. They may, if they so wish, also file a complaint, if any, with the competent data protection Supervisory Authority, but please contact the relevant Party first. Each Party declares that the corresponding Personal Data of its staff provided under the Agreement are correct and updated and will promptly send any updates to the other Party.

5. The Parties as Data Controllers of Pseudo Identification Gamer Data

   Within the framework of Agreement Sekg provides Gamer Data for the purposes set forth herein. The Parties acknowledge and agree that, when independently Processing Pseudo Identification Gamer Data, each of them is acting as a separate Data Controller in its own right with regard to their respective Processing of Personal Data. Notwithstanding the foregoing, when Sekg processes Gamer Data (including Pseudo Identification Gamer Data), Sekg acts as a processor and Developer acts as a controller of Gamer Data. Each Party shall comply with all its legal obligations under Data Protection Law provided that Sekg will be solely responsible for complying with applicable notice and consent requirements on behalf of itself and Developer for all Gamer Data Processed in connection with the Agreement. Each Party represents and warrants:
   • That has collected and processed any Personal Data shared with the other Party in compliance with Applicable Law;
   • That has the appropriate consent to (a) share the Personal Data with the other Party and (b), for itself and for the other Party, if it applies, to send electronic commercial communications to such Data Subjects.
   • Each Party undertakes:
    
   • Not to respond to any inquiry, complaint, request or claim from a Data Subject concerning the other Party’s data practices and will promptly forward any such request to the other Party;
   • To assist each other in case of any Data Subject request for access, rectification, etc.;
   • To maintain records of the processing activities that they conduct with regard to Personal Data of Data Subjects that they receive by the other Party, as required by Applicable Law; and
   • To implement appropriate safeguards, as required by Applicable Law, if they transfer Personal Data of Data Subjects that they receive by the other Party to data recipients outside the European Economic Area.
   • To remove and delete such Personal Data when no longer required or justified under Applicable law.

6. Sekg as Data Processor of Gamer Data on behalf of Developer

   Sekg, as Data Processor of the Gamer Data shared with Developer in certain scenarios, may access the category of data set forth in Appendix I of this Exhibit . Developer shall collect and Process the Gamer Data as permitted by applicable laws and the Agreement. The access by Sekg to the Personal Data of the Developer will be solely and exclusively to (a) collect and provide Developer with all the requested Gamer Data and (b) enable the Developer to choose Gamers to test a Game (through their nicknames), and any other instructions provided in writing by the Developer. The Developer appoints Sekg as a Data Processor, to process Gamer Data on Developer’s behalf in certain scenarios, for the purpose of providing the Service for the duration of the Agreement.

7. Rights and responsibilities of Sekg as a Data Processor

   As established in the applicable laws and regulations, Sekg shall:
   1. Process Gamer Data only on the basis of documented instructions from the Developer, including transfers of Gamer Data to a third country or international organization, unless otherwise required to do so under Union law or applicable Member State law; In such case, Sekg will inform the Developer of that legal requirement prior to the processing, unless otherwise prohibited by such law or in the public interest.
   2. Ensure that the persons authorized to process Personal Data have undertaken to respect confidentiality or are subject to an obligation of confidentiality of a statutory nature.
   3. Take all appropriate technical and organizational measures to protect Personal Data and ensure a level of security appropriate to the risk of processing.
   4. Respect the conditions for having recourse to another Data Processor, as established in the current legislation on protection of Personal Data.
   5. Assist the Developer, considering the nature of the processing, through appropriate technical and organizational measures, whenever possible, so that it can comply with its obligation to respond to requests for the exercise of the rights of the Data Subjects, here the Gamers.
   6. Assist the Developer in ensuring that Developer complies with its obligations, considering the nature of the Processing and the information that is available to Sekg.
   7. At the choice of the Developer, either destroy or return all Personal Data once the Processing services have been completed and destroy any existing copies unless the retention of Personal Data is required under Union or applicable Member State law.
   8. Make available to the Developer all information necessary to demonstrate compliance with the obligations established in herein, as well as to allow and contribute to the performance of audits, including inspections, by the controller or other authorized auditors for the Developer.
   9. Process the Personal Data placed at the disposal of Sekg in a way that ensures that the personnel in charge follow the instructions of the Developer.
   10. Ensure that the appointed Data Protection Officer (if applicable) or, in his / her absence, the Privacy Officer is involved in an adequate and timely manner in all matters relating to the protection of Personal Data.
   11. Adhere to a Code of Conduct that is approved by the European Commission or other competent authority, if applicable.
   12. keep a record of processing activities in the case of processing Personal Data that may pose a risk to the rights and freedoms of the Data Subject and / or in a non-occasional manner, or which involves the processing of special categories of data and / or data relating to convictions and infractions.

8. Data subjects’ exercise of their rights

   If the Data Subjects, here the Gamers, address a request or exercises any of the rights established in the General Data Protection Regulation, the Developer and / or Sekg must provide the information requested and perform any required actions, without delay and, at the latest, within one month from receiving the request, which may be extended for a further two months if necessary, taking into account the complexity of the application and the number of applications. Similarly, but in the event that the Developer and / or the Sekg do/es not proceed with the request of the Gamer, he/she shall inform the latter without delay, and no later than one month after receipt of the request, shall provide the Gamer with the reasons why he/she/they has/ve not acted and inform the Gamer of his/her right to file a complaint before a competent authority and to file a judicial appeal. The response to the Gamer’s request shall be made in the same format as that used by the person concerned, unless he/she requests that it be done otherwise.

9. Subcontracting

   Sekg may provide access to a subcontractor processor to Personal Data if it considers such access and Processing necessary to the performance of the Services. In the event of such access and before the access takes place, Sekg shall ensure that an agreement with the third party is in place which is sufficient to require it to treat Personal Data in accordance with the applicable provisions of this Agreement and applicable Data Protection Laws. Sekg shall remain fully liable to Developer for the acts and omissions of its subcontractors. The Developer expressly authorizes the subcontracting of the services indicated in Appendix I for the processing of Personal Data by Sekg within the scope of the Service.

10. International transfer of data

    International transfers of Gamer Data by Sekg may only be performed if the requirements of the Data Protection Law and regulations that regulate them, are met. Sekg may transfer Shared Gamer Data outside the EEA to the sub processors indicated in Appendix I who have entered into contract with appropriate contractual safeguards. Further, if Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Sekg to Developer in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws, the Parties agree that the transfer shall be governed by Module One’s or Module Four’s obligations (as applicable) in the Annex to the Commission Implementing Decision (EU) 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 (“Standard Contractual Clauses”) as supplemented by Appendix I attached hereto, the terms of which are incorporated herein by reference. Each party’s signature to the Agreement shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.

11. Security breach of the personal data

    In the event that Sekg becomes aware of a Personal Data Breach, Sekg shall notify Developer within seventy-two hours. Sekg shall appropriately remediate any such Personal Data Breach and will fully cooperate with Developer in connection therewith.

12. Termination, resolution and expiration

    In the event of termination, resolution or expiration of the contractual relationship for the provision of services hereunder between the Developer and Sekg, the latter shall not keep the Personal Data unless otherwise legally required to do so. Otherwise, upon termination, resolution or expiration, or when no longer legally required to keep the data, Sekg shall destroy or return to the Developer all Personal Data and any copies of it, as well as any support or other document containing any personal Data. This is without prejudice to the right of Sekg to continue process Pseudo Identification Gamer Data where such data is being independently processed by Sekg as Data Controller.

Appendix I

A. Data Sharing

In accordance with the provisions set out in herein and in the GDPR, Sekg and Developer may each independently process the types of Personal Data related to the category of Data Subjects set out hereunder (Pseudo Identification Gamer Data) both acting as Data Controllers

Category of Data Subject	Type of Data
Gamers	Pseudo Identification data: Nickname, gender, age, country, gamer profile (casual, midcore, hardcore)

B. Data Processing

Sekg will process the following personal data on behalf of the Data Controller (Developer) (Gamer Data including Pseudo Identification Gamer Data)

Category of Data Subject	Type of Data
Gamers	Pseudo Identification data: Nickname, gender, age, country, gamer profile (casual, midcore, hardcore)
	Gameplay (screen recording of the game while the player is playing the game) with think aloud comments
	Experience Analytics (algorithms calculated based on biometrics and behavior)
	Answers to surveys and assessment results
	Keyboard strokes, mouse and touches
	Geolocation through IP address
	Face and voice recording (together with Gameplay)

Those data will be subject to the following basic processing activities and with the following purpose:

• Nature of Processing: recording, storage, organization, structuring, erasure or destruction, consultation.
• Purpose of Processing: provision of Sekg services to Developer, consisting in analyzing and creating reports for the purpose of reviewing the Gamers’ reactions to games submitted by Developer, which may be in order to enhance or improve them.

C. Authorized sub-processors

Developer authorizes the following sub-processors:

1. Amazon Web Services (Amazon Inc.), with servers in Ireland and Germany, for the purpose of hosting SEKG platform;
2. Google Cloud Platform (Google Inc), for the purpose of hosting SEKG platform;
3. MongoDB Inc., for the purpose of storing the data.

Annex I. Annex I to the Standard Contractual Clauses shall read as follows: Standard Contractual Clauses (Controller to Controller) A. List of Parties Data Exporter: Sekg. Address: As set forth in the Notices section of the Agreement. Contact person’s name, position, and contact details: As set forth in the Notices section of the Agreement. Activities relevant to the data transferred under these Clauses: As set forth in the Agreement. Role: Controller. Data Importer: Developer. Address: As set forth in the Notices section of the Agreement. Contact person’s name, position, and contact details: As set forth in the Notices section of the Agreement. Activities relevant to the data transferred under these Clauses: As set forth in the Agreement. Role: Controller. B. Description of the Transfer: Categories of data subjects whose personal data is transferred: Gamers. Categories of personal data transferred: As set forth in Appendix I. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: Sensitive data that is transferred under the Clauses. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Personal data is transferred in accordance with the standard functionality of the technology used by the parties, or as otherwise agreed upon by the parties. Nature of the processing: As set forth in the Agreement. Purpose(s) of the data transfer and further processing: As set forth in the Agreement. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data importer will retain personal data in accordance with its applicable privacy policy or privacy notice. Standard Contractual Clauses (Processor to Controller) A. List of Parties Data Exporter: Sekg. Address: As set forth in the Notices section of the Agreement. Contact person’s name, position, and contact details: As set forth in the Notices section of the Agreement. Activities relevant to the data transferred under these Clauses: As set forth in the Agreement. Role: Processor Data Importer: Developer. Address: As set forth in the Notices section of the Agreement. Contact person’s name, position, and contact details: As set forth in the Notices section of the Agreement. Activities relevant to the data transferred under these Clauses: As set forth in the Agreement. Role: Controller. B. Description of the Transfer: Categories of data subjects whose personal data is transferred: Gamers. Categories of personal data transferred: As set forth in Appendix I. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: Sensitive data that is transferred under the Clauses. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Personal data is transferred in accordance with the standard functionality of the technology used by the parties, or as otherwise agreed upon by the parties. Nature of the processing: As set forth in the Agreement. Purpose(s) of the data transfer and further processing: As set forth in the Agreement. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data importer will retain personal data in accordance with its applicable privacy policy or privacy notice.