Passionation

Terms & Conditions

PASSIONATION TERMS OF USE

Updated 21st October 2021

THESE TERMS AND CONDITIONS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

ACCEPTANCE OF THE TERMS AND CONDITIONS
By using our Platform (the "Platform") or registering for any associated services provided by PASSIONATION (hereinafter will be known as “Services” , you agree to comply with and be bound by the following terms of use, which may be updated from time to time with or without notice (collectively referred to hereinafter as the "Terms and Conditions"). The Terms and Conditions constitute a binding contract between you and PASSIONATION, its representatives, its services ("PASSIONATION Network", "we", "us", or "our"), regarding your use of the Platform and Services.

You represent and warrant that you have the right, authority, and capacity to enter into these Terms and Conditions. You shall not access or use the Platform or Services or accept these Terms and Conditions if you are not of legal age to form a binding contract with PASSIONATION. If you do not agree with the Terms and Conditions, do not access or use the Platform or Services.
SERVICE DESCRIPTION AND USAGE TERMS
PASSIONATION offers an application on the internet ("Passionation") which allows users who register with PASSIONATION and become approved as "Influencer" by PASSIONATION to incorporate specific advertisement messages ("Advertisements"), in a manner instructed by PASSIONATION as part of advertising programs provided by online advertisers ("Advertisers") on social networking sites and publishing services that are approved by PASSIONATION. As the Advertisements are published, they are displayed alongside the Influencer's other messages. Influencers will be financially rewarded for successful transactions, which originate from a published Advertisement that was previously approved by PASSIONATION, and that complies with the commission guidelines published by PASSIONATION in connection with the rules for the PASSIONATION program for publication of Advertisements (the "Program"). All such payments to Influencer are referred to as "Payments".

The Campaign Value stated on the Platform represents the Final Value which is inclusive of any applicable sales, deduction of all marketing and co-branding marketing activities, services tax, GST, value added tax or similar tax that may be introduced by the local government from time-to-time.
- Influencer Account
  In order to use certain features of the Platform and to use the Services, you must apply for an Influencer account with the Program ("Account") by providing certain information about yourself as prompted by the Platform registration form. You represent and warrant that:
  1. all required registration information you submit is truthful and accurate; and
  2. you shall maintain the accuracy of such information. Accounts are open to individuals only (no corporations or other legal entities) that are residents in the selected country. We shall permit you to login to or integrate the Platform or Services with your applicable Social Media Platform (Hereinafter will be known as “SMP”) login credentials. If you log in or otherwise associate your Account with your SMP login credentials, we shall receive information about you from the SMP, in accordance with the applicable SMP terms and conditions (e.g., terms of use and privacy policy). You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify PASSIONATION of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. PASSIONATION will not be liable for any loss or damage arising from your failure to comply with the above requirements.
- Advertisements Application
  If your Advertisements application is approved, at PASSIONATION’s sole discretion, and subject to inventory availability and the needs of the applicable Advertisers, PASSIONATION shall contact you regarding the placement of Advertisements, which you shall include on your SMP posts in order to earn Payment in accordance with the Program's commission guidelines. Hereafter, "Advertisements", "ad(s)", and any combinations thereof means Advertisements listed, provided, or made available to you specifically by PASSIONATION. You have the freedom to customize the Advertisement as you see fit, subject to the following restrictions and such other restrictions as notified to you by PASSIONATION:
  1. You shall not post an Advertisement more than the number of times the Program dictates you can post to a single SMP account;
  2. You shall not post Advertisements anywhere other than the approved SMP;
  3. You shall not delete any Advertisements you post to your SMP account for at least three (3) months from the posting date;
  4. You shall not alter any Advertisement in any way that violates any User Content Guidelines or in a manner not conducive with the spirit of the Advertisement
  5. You shall not post any Advertisement that does not receive any sort of approval from the Advertisers or PASSIONATION; and
  6. You shall not by any means or measure resell or place products received from PASSIONATION or Advertisers after Advertisements have been posted on your SMP account.
- Referral Programme
  1. You must be a legal resident of Malaysia and have downloaded the PASSIONATION App in order to be eligible for joining the referral programme;
  2. A valid Referral Fee will be based on the terms below:
  3. PASSIONATION reserves the right to withhold payment if deemed necessary;
  4. All applicants are required to submit personal information if necessary for procurement purposes ONLY where it is under Personal Data Protection Act 2010 (PDPA) of Act 709 Protection;
  5. You agree that PASSIONATION may use your personal information for the purpose of additional follow-up communications to encourage completion of referral programme ;
  6. By participating the program, you agree by all Terms and Conditions set forth by PASSIONATION; and
  7. Any sort of withdrawal without proper reasoning will result in stringent actions taken by the PASSIONATION Team based on Malaysian Laws.
- User Content Guidelines
  1. You shall not post messages or content that are pornographic or sexually explicit in nature for any reason;
  2. Your messages shall not include or encourage offensive content such as references to animal abuse, drug abuse, under-age drinking and smoking, bomb making or any other similar reference that would be reasonably considered offensive;
  3. Your messages shall not make unauthorized claims about the products or services provided by Advertisers;
  4. Your messages shall not be unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, or trade libellous;
  5. You shall not post messages that violate any law, regulation (including those related to endorsements and advertisements), or any third party right, including any applicable intellectual property and privacy rights;
  6. You shall not send messages meant to harm or insult the Advertiser or PASSIONATION; and
  7. Your messages shall not promote any hate speech (speech which attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and sexual orientation/gender identity); and
  8. You shall NOT enable the option to hide likes from PASSIONATION or Advertiser on your SMP account for procurement and reporting purposes.
- Account Review
  Your Account is under constant review and if you submit User Content (as defined below) that does not follow our User Content Guidelines or is otherwise in violation of these Terms and Conditions, you acknowledge and agree that PASSIONATION has the right to retain any and all Payments otherwise owed to you. Violation of PASSIONATION rules or any other terms and conditions herein will result in immediate suspension or termination of your Account in PASSIONATION. PASSIONATION may in its sole discretion and with or without notice, limit or deny access to your Account, the Services, and/or the Platform for any reason whatsoever. If at any time, for any reason, PASSIONATION determines that your Account is no longer approved, PASSIONATION reserves the right to revoke and terminate your Account.
- Advertisement Restrictions
  1. You shall not engage in any "alterations" of the Services, including generating or modifying any data associated with your Account in such a way that it is misleading or fraudulent. You may not create or use technology that undermines or impedes the purposes of the Services. You agree that if PASSIONATION discovers, in its sole discretion, that you have violated this provision, all Payments owed to you may be forfeited;
  2. You shall not directly contact any Advertiser, communication must strictly stay within the Platform;
  3. You will shall post Advertisements on an SMP using the SMP account that has been approved by PASSIONATION; and
  4. Your SMP account must contain real social conversations, messages, opinions, or news. If your SMP account contains a number of Advertisements that is considered unacceptable to PASSIONATION, it will be deemed, in PASSIONATION’s sole discretion, an unapproved SMP account.
- Termination
  Subject to this section, these Terms and Conditions will remain in full force and effect while you use the Services. You may delete your Account at any time, for any reason, by following the instructions on the Platform. PASSIONATION may suspend or terminate your Account and access to the Services for any reason in its sole discretion, including for violations of these Terms and Conditions. Upon termination of these Terms and Conditions, your Account and right to access and use the Services will terminate immediately. PASSIONATION may perform automated or manual auditing of your Account activities for compliance with these Terms and Conditions. You agree that if PASSIONATION determines in its sole discretion that you have violated these Terms and Conditions in any manner, your Payments may be forfeited, at PASSIONATION’s discretion. You understand and agree that if your Account is terminated for violation of these Terms and Conditions, you shall have no right to register for another Account on PASSIONATION. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our Platform and live databases. We will not have any liability whatsoever to you for any termination of these Terms and Conditions, including for termination of your Account or deletion of your User Content. PASSIONATION reserves the right to modify or discontinue any or all of the Program, Platform, or Services with or without notice to members. PASSIONATION will not be liable to you or any third party for termination of any Service.
- Content Screening
  You acknowledge that PASSIONATION may OR MAY NOT pre-screen User Content, but that PASSIONATION and its designees shall have the right (but not the obligation) in their sole discretion to PRE-SCREEN, refuse, or move any User Content that is available in the PASSIONATION Network. Without limiting the foregoing, PASSIONATION and its designees shall have the right to stop any promotion including Payments for any Advertisement it deems a violation of the Terms and Conditions or is otherwise objectionable.
- Payment Terms
  Payments, calculated according to the Platform or Services’ commission guidelines, are made to your designated account unless another arrangement is agreed upon between you and PASSIONATION. It is your responsibility to ensure that your designated account is correct, up-to-date and to expedite amendments of your designated account information if needed. We will not be responsible for any payments made to the wrong person (based on your designated account information). Payments to your designated account are deemed as Nett amount which are subjected to the current payment terms dictated by PASSIONATION’s terms and conditions. Payments will be deposited into your designated account (“the Funds”) automatically within approximately sixty (60) days after the end of each calendar month upon the completion of the service once your unpaid earnings reach the payment threshold as listed under Annexure A.We will notify you via email that a deposit has been made to your bank account and the amount of the deposit. Payments will be subject to a reduction (or) transaction fees (in funds) equal to the fees associated with the transaction.
  
  You are responsible to provide accurate, current and complete information about your bank account to enable the process of refund to your bank account. We shall not be liable for any losses or damages suffered by you due to any incorrect banking information provided by you.
PERSONAL INFORMATION
PASSIONATION is the sole owner of the information collected based on the Platform and Services required. We will not sell, share, or rent this information except as specifically disclosed herein or for the purpose of providing you and our other users with the Platform and Services. PASSIONATION collects information from our users at several different points on our Platform. PASSIONATION may share aggregated and anonymous demographic and statistical information with its business partners. Furthermore, we may need to disclose personally identifiable information when required by law.

In relation to all personal information obtained pursuant to this Agreement, user data that is of personally identifiable nature is collected under the Personal Data Protection Act 2010 (“PDPA”) as set out in Annexure X.
INTELLECTUAL PROPERTY RIGHTS
- Content and License
  The Platform and the Services includes a combination of content created by us, or provided to us. All of the content, and other information either displayed on, transmitted through, available for download, or otherwise used in connection with the Platform and the Services, including but not limited to text, photographs, graphics, images, illustrations, animations, audio or video clips, html, source and object code, software, data, or other technology, as well as its copyrightable selection and arrangement, logos, trademarks and service marks, and all intellectual property rights contained therein, (collectively, the "Content") is owned by us unless stated otherwise. Subject to the terms of these Terms and Conditions, PASSIONATION grants you a non-transferable, non-exclusive, license to use the Platform and the Services for your internal business use.
- Restrictions
  The rights granted to you in these Terms and Conditions are subject to the following restrictions:
  1. you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform or Services;
  2. you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform or Services;
  3. you shall not access the Platform or Services in order to build a similar or competitive service; and
  4. except as expressly stated herein, no part of the Platform or Services shall be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Platform or Services shall be subject to the terms of these Terms and Conditions. All copyright and other proprietary notices on any Platform or Services content must be retained on all copies thereof.
- User Content
  The Platform and Services will also include content provided by you ("User Content"). User Content will include your name and likeness. You warrant and represent that your User Content provided by you is:
  1. User Content that you have the right to post, upload or provide on the Website without any further permissions from any third parties and at the same time, will not violate any person or any entity’s intellectual property or privacy rights;
  2. you grant PASSIONATION an irrevocable, royalty-free and fully paid, worldwide, transferable, non-exclusive license in perpetuity to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display the User Content on the Platform and Services and to promote, market, and commercially exploit the Website and Services using the User Content without any further permissions and/or to incorporate it in other works, in all cases in any form, media or technology now known or later developed, for any of our business purposes;
  3. you acknowledge that other members and third parties may be able to view your User Content and that you consent to such viewing;
  4. User Content will comply with all of the terms herein. You are solely responsible for your User Content. You acknowledge and agree that if you provide User Content to PASSIONATION, such User Content may be used on third party services under the foregoing grant; and
  5. You will also allow Brands/Advertisers and their agents to share, comment and re-post your User Content for online publicity and re-marketing purposes.
- Feedback
  If you provide PASSIONATION any feedback or suggestions regarding the Platform or Services ("Feedback"), you hereby assign to PASSIONATION all rights in the Feedback and agree that PASSIONATION shall have the right to use such Feedback and related information in any manner it deems appropriate. PASSIONATION will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to PASSIONATION any information or ideas that you consider to be confidential or proprietary.
PLATFORM AND SERVICES RESTRICTED USES
You represent and warrant that you will not use the Platform or Services to:
1. upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;
2. send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
3. harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
4. interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform or Services or violate the regulations, policies or procedures of such networks;
5. attempt to gain unauthorized access to the Platform or Services, other computer systems or networks connected to or used together with the Platform or Services, through password mining or other means;
6. harass or interfere with another user's use and enjoyment of the Platform or Services;
7. use any proxy to pretend you are from a geographic region different from your real location; or
8. use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Platform. You agree that if PASSIONATION finds that you violate any of these restrictions, all of your Payments may be retained by PASSIONATION.
CONFIDENTIALITY
You acknowledge and agree that all information and content provided to PASSIONTION, whether using website or app, on any devices, shall be deemed Private and Confidential. Your consent to the use of the Platform and Services also includes your sole and full responsibility to:
1. maintain strict privacy on all information provided to PASSIONATION, regardless of text or visual;
2. only use the information provided to complete the Services and not for other utilisation besides creating user content for PASSIONATION;
3. not disclose or disseminate any campaign information to any other person, communities, third parties or organizations whether they are directly or indirectly associated with the brand, product, company or agency mentioned in the platform or Services;
4. be fully accountable and liable for all losses or expenses incurred arising from negligence on your part to keep all campaign information Private and Confidential; and
5. give PASSIONATION full rights to pursue any legal action and claims from you if you violate any or all of the conditions stated as its terms of use.
OTHER USERS
Each Platform or Services user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Platform or Service users are solely between you and such user. You agree that PASSIONATION will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Platform or Service user, we are under no obligation to become involved.
DISCLAIMERS
We specifically disclaim any and all express, statutory, or implied warranties regarding this Platform, Services, or any content, services or products provided through or in connection with this Platform, including without limitation warranties of merchantability or fitness for a particular purpose, warranties against infringement, title, quiet enjoyment, and warranties as to the availability, accuracy, completeness or content of any information, products or services available on or through this Platform. WE MAKE NO WARRANTY THAT THE PLATFORM OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. We specifically disclaim any damage to any User Content or any unauthorized use of User Content; we specifically disclaim any promises or guarantees made by any third parties or other members of the Platform.

WE DO NOT PROMISE OR GUARANTEE THAT YOU WILL RECEIVE ANY OFFERS OR PAYMENTS UNDER THE PROGRAM.
LIMITATIONS ON DAMAGES
In no event shall PASSIONATION or any of its affiliates, employees, agents, content providers, suppliers, or licensors be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, consequential, special, incidental, exemplary, or punitive damages (including lost savings or profit, lost data, business interruption or attorney’s fees) even if notified in advance of such possibility, including, without limitation, damages related to unauthorized access to or alteration of your transmissions or data, the content or any errors or omissions in the content, even if advised of the possibility of such damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, you agree that we are not liable for any amount exceeding the amounts owed to you for successful ADVERTISING services that comply with the Terms and Conditions herein. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT EXCEED THIS LIMIT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
INDEMNITY
You agree to indemnify, defend and hold harmless PASSIONATION and each of its respective partners, clients, suppliers, licensors, officers, employees, representatives, contractors and agents, from any and all claims (including, but not limited to, claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys' fees and court costs) arising from or relating to any allegation regarding:
1. any violation of these Terms and Conditions by you;
2. your User Content; or
3. your use of the Platform or Services.
We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of PASSIONATION. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
CHANGES TO THE TERMS AND CONDITIONS
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms and Conditions at any time without further notice. If we do this, we will post the changes to these Terms and Conditions on this page and will indicate at the top of this page the new effective date. Your continued use of the Site or Services after any such changes constitutes your acceptance of the revised Terms and Conditions. If you do not agree to abide by these Terms and Conditions or any future revised Terms and Conditions, you may opt out of the Program at any time by sending an email to kol.my@passionation.co. It is your responsibility to regularly review these Terms and Conditions.
REVISIONS
PASSIONATION is not responsible for changes or variations in the layout or content of its Platform or Services. In the interest of our clients and Influencers, PASSIONATION puts forth its best efforts to ensure that all information is up-to-date and factual. Unfortunately there are varying determinates which, although infrequent, could cause the information on our Platform or Services to become outdated without our immediate knowledge. Consequently, PASSIONATION will not be held responsible for product revision changes. Further, PASSIONATION reserves the right to make any changes or revisions to the Platform or Services with or without notice and reserves the absolute right to determine or restrict any content on the Platform or Services, including User Content.
RESERVATION OF RIGHTS
We reserve the right to modify, suspend, discontinue or restrict the use of any portion of the Platform or Services, including the availability of any portion of the Content at any time, to anyone for any reason without notice or liability.
COMMUNICATION
All communications with PASSIONATION should be e-mailed to: kol.my@passionation.co or within the Platform.
NOTICE
In the event that we are required by state or federal law to notify you of certain events, you hereby acknowledge and consent that such notices will be effective upon our delivering them to you through your electronic mail. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you.
WAIVER
The failure of either party to require performance by the other party of any provision of these Terms and Conditions shall not affect in any way the first party's right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision in these Terms and Conditions shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in writing.
ENTIRE AGREEMENT
These Terms and Conditions, including all amendments and policies that are incorporated by reference, constitute the entire agreement between you and PASSIONATION and govern your use of the Platform and Services, superseding any prior agreements that you may have with us. The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. The word ‘including’ means including without limitation. Your relationship to PASSIONATION is that of an independent contractor, and neither party is an agent or partner of the other. These Terms and Conditions, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without PASSIONATION’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of these Terms and Conditions shall be bound upon assignees.
SEVERABILITY
If any part of these Terms and Conditions are determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms and Conditions shall continue in effect.

Annexure A

Country	Currency	Payment Thresholds	Bank Administration Processing Fee
Singapore	Singapore Dollar (SGD)	S$ 20	N/A
Malaysia	Malaysian Ringgit (MYR)	RM 30	N/A
Indonesia	Indonesian Rupiah (IDR)	Rp 50,000	Rp 3,500
Thailand	Thai Baht (THB)	THB 1,500	THB 15
Vietnam	Vietnamese Dong (VND)	VND 300,000	VND 11,000
Philippines	Philippine Peso (PHP)	PHP 1,500	N/A
Hong Kong	Hong Kong Dollar (HKD)	HKD 200	N/A
Cambodia	U.S.Dollar (USD)	$50	$2

Annexure X

Personal Data Protection

In respect of Personal Data, each Party agrees and warrants that it shall:-

observe and comply with the provisions of the PDPA as amended from time to time;
comply with any requests made or directions given by the other Party in connection with the requirements of the PDPA;
not do or permit anything to be done which might jeopardise or contravene the terms of any registration, notification or authorisation effected, issued or given under the PDPA which each Party or any of its subsidiaries are bound to comply with;
not process any of the Personal Data in fulfilling its obligations under this Agreement unless it is acting on the express instructions of the other Party, and such Personal Data shall be treated as Confidential Information for the purpose of this Agreement;
use the Personal Data which has been obtained by or made available through or made available to the other Party only for the purposes of fulfilling its obligations under this Agreement and comply with the instructions of the other Party from time to time in connection with use of such Personal Data, and not retain the Personal Data for any longer than is necessary for the purposes;
not disclose the Personal Data which has been obtained by or made available through or made available to it without the written authority of the other Party and immediately notify the other Party as soon as it becomes aware that a disclosure of the Personal Data may be required by law, and where there is a transfer of the Personal Data, maintain a list of disclosure to third parties as required under the PDPA;
not transfer the Personal Data which has been obtained by or made available through or made available to it within Malaysia or outside Malaysia, or allow persons outside Malaysia to have access to it, without the prior written approval of the other Party;
take practical steps to ensure the security of the Personal Data which has been obtained by or made available through or made available to the other Party, and consider all suggestions by the other Party to ensure that the level of protection provided for such Personal Data is in accordance with this Agreement and make the changes suggested (at the first Party’s cost) unless the first Party can prove to the reasonable satisfaction of the other Party that they are not necessary or desirable to ensure ongoing compliance with this clause;
ensure that it has in place a system or procedure wherein the Personal Data will be kept and stored in accordance with industry best practices which include appropriate administrative, physical and technical safeguards to secure data from unauthorised access, disclosure and use to ensure compliance with the rules and provisions contained in the PDPA (as amended from time to time); and
immediately notify the other Party when it becomes aware of a breach in the provisions of the PDPA.

Except that the confidential information is:

collected via independently developed platform/tools by the receiving party without use of or reference to the disclosing party's Confidential Information;
is disclosed by the receiving party pursuant to the disclosing party's prior written approval;
on a "need-to-know" basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section and such party has obtained the written consent through that disclosure from the party that provided the Confidential Information.
“Need-To-Know” means the necessity to have access to Classified Information in the scope of given official duties and/or for the performance of a specific task and/or is required by law.