Data Usage Agreement

This Data Usage Agreement ("Agreement") is entered into between Numima FZC LLC (Formation Number 4429474.01), trading as PlayerReach, of Business Centre, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates ("PlayerReach"), and the counterparty identified in the executed signature block of this Agreement (the "Counterparty"). PlayerReach and the Counterparty are each a "Party" and together the "Parties".

The Parties wish to share or otherwise make available data for defined commercial purposes, including but not limited to performance marketing, customer acquisition, audience strategy, campaign delivery and reporting. This Agreement sets out the standards under which such data may be used.

"Data" means any data made available by one Party to the other under this Agreement, including but not limited to records relating to individuals, accounts, campaigns, transactions or performance.

"Personal Data" means any Data that relates to an identified or identifiable natural person.

"Permitted Purpose" means the specific commercial purpose agreed in writing between the Parties, and any reasonably related activity necessary to operate, measure, optimise and report on that purpose.

"Applicable Law" means all laws, regulations and binding regulatory guidance that apply to the Parties or to the activities contemplated by this Agreement.

The disclosing Party warrants that it has the rights, permissions and where required consents necessary to make the Data available to the receiving Party for the Permitted Purpose, and that the receiving Party's use of the Data for the Permitted Purpose, as instructed, will not breach Applicable Law or any agreement to which the disclosing Party is bound.

The receiving Party will only use the Data for the Permitted Purpose and will not reuse the Data for unrelated commercial activities without the prior written consent of the disclosing Party.

Each Party will comply with Applicable Law in relation to its handling of the Data, including any data protection, privacy, electronic communications, advertising standards or sector-specific rules that apply.

Where Personal Data is shared, the Parties will, as applicable, document the role of each Party (for example controller, joint controller or processor), the lawful basis relied upon, the categories of individuals and Data, and the safeguards in place.

Each Party will implement appropriate technical and organisational measures to protect the Data against unauthorised or unlawful processing, accidental loss, destruction, damage or disclosure. These measures will be proportionate to the nature, volume and sensitivity of the Data.

Each Party will restrict access to the Data to personnel who require access for the Permitted Purpose and will ensure such personnel are subject to appropriate confidentiality obligations.

The receiving Party may engage service providers or sub-processors to support the Permitted Purpose, provided that such service providers are subject to written terms that are consistent with the standards set out in this Agreement.

Where Data is transferred across jurisdictions, the Parties will, where required by Applicable Law, put in place appropriate safeguards for such transfers, including recognised contractual mechanisms.

Each Party will notify the other Party without undue delay after becoming aware of a confirmed security incident affecting the Data shared under this Agreement and will cooperate reasonably with the other Party to investigate, contain and remediate the incident.

Where an individual exercises a right in relation to Personal Data shared under this Agreement, the Parties will cooperate in good faith to ensure that the right is handled by the appropriate Party in line with Applicable Law.

Each Party will retain the Data only for as long as necessary to fulfil the Permitted Purpose or as required by Applicable Law. On termination of this Agreement, or on earlier request by the disclosing Party where permitted, the receiving Party will delete, return or place beyond use the Data in its possession, subject to any retention required by Applicable Law.

Each Party will maintain reasonable records relating to its handling of the Data and will provide reasonable information to the other Party on request to support the other Party's compliance with Applicable Law, on terms that respect confidentiality and any third-party rights.

This Agreement takes effect on the Effective Date and continues until terminated by either Party in accordance with its terms or any superseding written agreement between the Parties.

Either Party may terminate this Agreement on written notice if the other Party is in material breach of this Agreement and fails to remedy the breach within a reasonable period after being notified, or where required to do so to comply with Applicable Law.

Each Party's liability under this Agreement is limited as set out in any superseding commercial agreement between the Parties, and otherwise in accordance with Applicable Law. Neither Party excludes liability that cannot be excluded under Applicable Law.

This Agreement is governed by the laws applicable to Numima FZC LLC at its registered location, and the courts having jurisdiction at that location have exclusive jurisdiction over disputes arising under it, subject to any mandatory rules of Applicable Law.

This Agreement may be signed in counterparts and by electronic signature, each of which is deemed an original and which together constitute one instrument.

The Parties have caused this Agreement to be executed by their duly authorised representatives as of the Effective Date.