This is a SaaS Agreement ("Agreement") between you or the entity that you represent ("Subscriber") and Zinda.XYZ, LLC ("Licensor") governing your use of Journyz ("Service"). The Licensor reserves the right to update and change this agreement without notice. Violation of any of the terms below may result in the termination of your account. For purposes of this Agreement, Subscriber and Licensor each will be referred to individually as a "Party" and together as the "Parties".
a. "Agreement" shall mean these terms and conditions, any Order Forms, and written amendments signed by both parties. b. "Application" shall mean either the Licensor-developed application used by Subscriber for the Service hereunder c. "Authorized Users" shall mean Subscriber's employees and independent contractors working for Subscriber in the ordinary course of Subscriber's business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Subscriber Admin to access the Service. d. "Billing Start Date" shall mean the date identified on the Order Form as the date from which billing shall be calculated. e. "Display Devices" shall mean any display device used to access and display the Service. f. "Fees" shall mean the fees payable pursuant to Section 3 hereof. g. "Office" shall mean the address(es) of Subscriber's office(s) in which a Display Device is located. h. "Order Form" shall mean the online form available here that sets out the commercial terms and is executed by the parties. i. "Service" shall mean Licensor's information applications subscribed to by Subscriber hereunder. j. "Service Start Date" shall mean the date from which Subscriber receives the applicable Service k. "Subscriber Admin" shall mean the authorized individual from the Subscriber who purchases the Service and adds Authorized Users to the Service. l. "Term" shall mean the period identified in the Order Form, or any renewal term, as applicable. m. "Trial Period" shall mean the period preceding the Term identified in the Order Form, during which time the Service is provided free of charge. n. "Vendor" shall mean the single distributor that delivers the Service to Subscriber as identified on the Order Form, subject to Licensor's continuing authorization of such Vendor's Application.
2. License to Receive the Service:
a. Grant Licensor hereby grants the Subscriber identified on the Order Form attached hereto a limited, non-exclusive and non-transferable license, without right of sublicense, during the Term to access, via either a Vendor or the Feed, and display on Subscriber's Display Devices, the Service, and to permit Authorized Users to use the Service, subject to the terms and conditions of this Agreement. All rights in the Service not expressly granted hereunder are reserved to Licensor. b. Scope The license granted to Subscriber hereunder is limited to a single, authorized Application for the display and retrieval of the Service on an Authorized User's Display Devices. The license does not extend to multiple applications for the display or retrieval of content within the Services. Subscriber shall have no right pursuant to this Agreement to distribute the Service in whole or in part over the Internet, or via email or instant messaging (other than as set forth in Section 9), via an Intranet, personal digital assistant, wireless application protocol, short message service or radio system. An enhanced license encompassing such applications is available as a supplement to this Agreement. Nothing in this Agreement shall obligate Licensor to continue providing access to any Service beyond the date when Licensor ceases providing such Service to subscribers generally. c. Restrictions on Use Subscriber shall not edit, alter, abridge or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Subscriber may not, and may not permit others to:
1. reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;
2. modify, translate, adapt, alter, or create derivative works from the Service;
3. copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Service; or
4. distribute, sublicense, rent, lease, loan or grant any third-party access to or use of the Service to any third party.
5. use the Service for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Service for the transmission of "junk mail", "spam", "chain letters", "phishing" or unsolicited mass distribution of email. We reserve the right to terminate your access to the Service if there are reasonable grounds to believe that you have used the Service for any illegal or unauthorized activity.
3. Fees and Payment:
a. Fees In exchange for the license granted above, commencing on the Billing Start Date, Subscriber shall pay Licensor for the Term hereof a fee per Authorized User as specified in the Order Form, payable in advance, based on the Services and the number of Users as set by Subscriber Admin in the Service, and on any other commercial terms contained in this Agreement. For any users added by the Subscriber Admin after the commencement of a Term, a corresponding prorated fee will be added for the remainder of that Term. For any users removed by the Subscriber Admin after the commencement of a Term, a corresponding fees will not be reimbursed for the remainder of that Term. In both cases, the updated number of Authorized Users will be reflected in the calculation of fees for the renewal term. b. Late Payments If Subscriber fails to pay the Fees by the due date specified on the invoice, Licensor shall be entitled to interest from the day on which the Fees are due. Both parties agree that the rate of interest on overdue invoices shall be one hand half (1.5) per cent per month. c. Taxes Subscriber will be responsible for, and will promptly pay or reimburse Licensor for, the payment of all sales, use, excise, value-added or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission of Licensor that is in accordance with the direction or request of Subscriber) that are based on or with respect to any Services or goods provided by Licensor to Subscriber, or the amounts payable to Licensor therefore. d. Unpaid Subscriber Accounts The Licensor reserves the right to terminate unpaid Subscriber accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such Subscriber account will be deleted. The Licensor will provide the Subscriber prior notice of such termination and option to back-up your data.
a. Vendor If the Service is delivered to Subscriber via a Vendor, Subscriber acknowledges that the Vendor Delivery Fees may be charged to Subscriber by such Vendor or by Licensor on behalf of the Vendor. b. Licensor Feed The Service is made available to Subscriber via a Feed, Subscriber shall acquire, install, operate and maintain at Subscriber's expense all communications lines, equipment, software, services and related technology necessary to receive the Service via the Feed and shall block access to and discard all other potential feeds on the Feed other than the Service. c. Delivery and Acceptance If the Service is delivered to Subscriber via the Display Device, Licensor will make the Service available to Subscriber as indicated on the Order Form. The Service will be deemed accepted upon the start of the Trial Period or the Service Start Date whichever is earlier. Any updates, bug fixes, or upgrades ("Corrections") to the Service will be deemed accepted by Subscriber on the day such Corrections are delivered. d. Unpaid Subscriber Accounts The Licensor reserves the right to terminate unpaid Subscriber accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such Subscriber account will be deleted. The Licensor will provide the Subscriber prior notice of such termination and option to back-up your data.
5. Copyright Protection:
Use Restrictions and Security Subscriber agrees that the Service and Feed specifications, including without limitation the editorial coding and metadata contained therein, are the property of Licensor or Licensor's licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. Subscriber agrees that only Authorized Users shall be permitted access to the Service. Except as set forth herein, no clients or other persons or entities who are not legal employees of Subscriber or independent contractors consulting for Subscriber in the ordinary course of Subscriber's business may be Authorized Users. Subscriber shall not reverse engineer, decompile or disassemble any part of the Service. Subscriber further agrees that neither Subscriber nor any Authorized User shall store (except as permitted under Section 1(d)(ii) for retrieval and display purposes only), copy, reproduce, retransmit, disseminate, sublicense, sell, distribute, publish, broadcast, circulate, create derivative works (including, without limitation, trading algorithims), test algorithms in conjunction with, or distribute by any means the Service in whole or in part to anyone, including, but not limited to, other employees of Subscriber, without Licensor's express prior written consent; provided, however, that Authorized Users may on an occasional basis in the normal course of business include limited portions of the Service (a) in oral and (with proper attribution to the respective Service) non-electronic written communications with clients and other employees, and (b) in email and instant messaging communications with other employees and/or securities professionals. Without limiting the foregoing, under no circumstances shall distribution under this Section by Subscriber be permitted if such distribution may be viewed as a substitute for a subscription to the Service itself. Subscriber agrees that when using the Service in this way, the facts, content and intent of the Service will not be changed in form or in spirit or otherwise in any way be prejudicial to the integrity of the Service or Licensor.
SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND LICENSOR DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
a. Subscriber Infringement Indemnity Subscriber, at its expense, will defend, indemnify, and hold Licensor harmless from and against any and all third party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Licensor which directly relate to a claim, action, lawsuit, or proceeding made or brought against Licensor by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a "Licensor Claim") by way of Licensor's use of any Subscriber Content that Subscriber provides to Licensor and Licensor uses in the provision of any Services. b. Licensor Infringement Indemnity Licensor, at its expense, will defend, indemnify, and hold Subscriber harmless from and against any and all third party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Subscriber which directly relate to a claim, action, lawsuit, or proceeding made or brought against Subscriber by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a "Subscriber Claim") by way of Subscriber's use of the Service that Licensor provides to Subscriber.
8. Limitation of Liability:
LICENSOR AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS ("THE PARTIES") WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT EXCEPT FOR INTELLECTUAL PROPERTY INFRINGEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE AGGREGATE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. SUBSCRIBER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR FOR ANY LOSS, DAMAGE OR COST IN CONNECTION WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT BY ANY THIRD PARTY AGAINST LICENSOR RELATING TO ANY BREACH OF THIS AGREEMENT BY SUBSCRIBER.
9. Term and Termination:
a. This Agreement shall become effective when Subscriber signs the Order Form and, unless terminated earlier in accordance herewith, shall continue for a Trial Period as specified in the Order Form. After the completion of the Trial period, the Agreement continues from the Billing Start Date for a period thirty (30) days ("Initial Term"). After the Initial Term, the Agreement shall automatically renew, until either party terminates the agreement. Fees already paid for the remainder of the term following the cancellation will not be reimbursed. b. This Agreement may be terminated as follows: (a) if either party commits a breach of any provision of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice thereof by the non-breaching party ("Notice of Breach"), the party giving such notice may then deliver a second written notice to the breaching party terminating this Agreement, in which event this Agreement, and the licenses granted hereunder, will terminate on the date specified in such second notice; or (b) if a receiver is appointed over any assets of either party or if either party makes any arrangement with its creditors or becomes subject to an administration order or goes into liquidation or anything equivalent to the foregoing under any jurisdiction or ceases to carry on business, the other may terminate by giving written notice with immediate effect. If this Agreement is terminated before the end of its then current term for any reason other than by Subscriber under Clause 14 (a) or (b), then Subscriber will pay to Licensor as liquidated damages the amount due by Subscriber for the previous calendar month times the number of months remaining in such Term ("Liquidated Damages") within 30 days after such termination. The parties agree that the Liquidated Damages under this clause are not intended to be and will not be punitive in effect and that the Liquidated Damages are a genuine pre-estimate of loss (which may be difficult to ascertain) resulting from early termination of this Agreement.
Subscriber and Licensor understand and agree that in the performance of this Agreement each party may have access to private or confidential information of the other party which either is marked as "confidential" or the receiving party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other party. Each of us shall hold such information in confidence and not, without the consent of the other, disclose it to a third party or use it for any purpose other than in performance of this Agreement. This obligation of confidentiality shall not apply to information that is generally available to the public through no act or omission of the receiving party or becomes known to the receiving party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court or by any government or regulatory authority. If any Confidential Information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, before any such disclosure the receiving party will provide notice to the disclosing party reasonably sufficient to allow the disclosing party the opportunity to apply for a protective order or other restriction regarding such disclosure. All confidential information will remain the exclusive property of the owner. No public announcement, press release or communication concerning this Agreement shall be made without the prior consent of the other party.
Subscriber Data: personal data that we collect, process and manage on behalf of our business Subscribers (“Subscribers”), submitted to our cloud-based , Software as a Service application, mobile applications and related products, integrations, add-ons and extensions services managed and operated by the Licensor (collectively, the “Platform”).
We process such Subscriber Data on behalf and under the instruction of the respective Subscriber in our capacity as a “data processor”, in accordance with our Data Processing Agreement clauses with them. For more information, please refer to Section 10.9 below.
User Data: personal data concerning our Subscribers’ internal focal persons who directly engage with the Licensor concerning their the Licensor account (e.g. billing contacts and authorized signatories), Subscriber's Account Admins, and authorized users of the Platform (collectively, “Users”);
Prospect Data: data relating to visitors of our websites (including www.journyz.com), participants at our events, and any other prospective Subscriber, user or partner (collectively, “Prospects”) who visits or otherwise interacts with our websites, digital ads and content, emails, integrations or communications under our control (“Sites”, and collectively with the Platform – the “Services”).
Data Collection & Processing
Data Uses & Legal Bases
Data Location and Retention
Cookies and Tracking Technologies
Data Subject Rights
You are not legally required to provide us with any of your personal data, and may do so (or avoid doing so) at your own free will. If you do not wish to provide us with your personal data, or to have it processed by us or any of our services providers, please simply do not visit or interact with our Sites, nor use our Services.
You may also choose not to provide us with “optional” personal data (i.e. “not required” fields on forms), but please keep in mind that without it we may not be able to provide you with the full range of our Services or with the best user experience when using our Services.
We collect or generate the following categories of personal data in relation to the Services:
Usage and device information concerning our Users and Prospects:
Connectivity, technical and usage data, such as IP addresses and approximate general locations derived from such IP addresses, device and application data (like type, operating system, mobile device or app id, browser version, location and language settings used), activity logs, the relevant cookies and pixels installed or utilized on your device, and the recorded activity (sessions, clicks, use of features, logged activities and other interactions) of Prospects and Users in connection with our Services.
We collect and generate this information automatically, including through the use of analytics tools (including cookies and pixels) – which collect data such as: how often Prospects visit or use the Sites, which pages they visit and when, which website, ad or email message brought them there, and how Users interact with and use the Platform and its various features.
Contact and profile information concerning our Subscribers, Users and Prospects:
Name, email, phone number, position, workplace, profile picture, login credentials, contractual and billing details, and any other information submitted by Account Admins and Users or otherwise available to us when they signup or login to the Platform (either directly or through their social media or organizational Single-Sign-On account), when creating their individual profile (“User Profile”), or by updating their account.
We collect this information directly from you, or from other sources and third parties such as our Subscriber (your employer), Users and colleagues related to your organizational the Licensor account, organizers of events or promotions that both you and us were involved in, and through the use of tools and channels commonly used for connecting between companies and individual professionals in order to explore potential business and employment opportunities, such as LinkedIn, ZoomInfo, Clearbit and Cognism.
Communications with our Subscribers, Users, Prospects:
Personal data contained in any forms and inquiries that you may submit to us, including support requests, interactions through social media channels and instant messaging apps, registrations to events that we host, organize or sponsor, and participation in our online and offline communities and activities); surveys, feedback and testimonials received; expressed, presumed or identified needs, preferences, attributes and insights relevant to our potential or existing engagement; and sensory information including phone call and video conference recordings (e.g., with our Subscriber experience or product consultants), as well as written correspondences, screen recordings, screenshots, documentation and related information that may be automatically recorded, tracked, transcribed and analyzed, for purposes including analytics, quality control and improvements, training, and record-keeping purposes.
We use personal data as necessary for the performance of our Services (“Performance of Contract”); to comply with our legal and contractual obligations (“Legal Obligations”); and to support our legitimate interests in maintaining and improving our Services, e.g. in understanding how our Services are used and how our campaigns are performing, and gaining insights which help us dedicate our resources and efforts more efficiently; in marketing, advertising and selling our Services to you and others; providing Subscriber services and technical support; and protecting and securing our Users, Subscribers, Prospects, ourselves and our Services (“Legitimate Interests”).
Specifically, we use personal data for the following purposes (and in reliance on the legal bases for processing noted next to them, as appropriate):
Subscriber and User personal data
To facilitate, operate, enhance, and provide our Services; (Performance of Contract; Legitimate Interests)
To provide our Prospects, Users and Subscribers with assistance and support, to test and monitor the Services, diagnose or fix technical issues, and to train our Subscribers’ and Subscriber-facing staff (Performance of Contract; Legitimate Interests);
To invoice and process payments (Performance of Contract; Legitimate Interests); and
To personalize our Services, including by recognizing an individual and remembering their information when they return to our Services, and to provide further localization and personalization capabilities (Performance of Contract; Legitimate Interests).
Subscriber, User and Prospect personal data
To gain a better understanding on how Users and Prospects evaluate, use, and interact with our Services, to utilize such information to continuously improve our Services, the overall performance, user-experience and value generated therefrom. We collect such information automatically through their usage of the Services (Legitimate Interests);
To create aggregated, statistical data, inferred non-personal data or anonymized or pseudonymized data (rendered non-personal), which we or others may use to provide and improve our respective Services, or for any other business purpose such as business intelligence (Legitimate Interests);
To facilitate and optimize our marketing campaigns, ad management and sales operations, and to manage and deliver advertisements for our Services more effectively, including on other websites and applications. Such activities allow us to highlight the benefits of using our Services, and thereby to increase your engagement and overall satisfaction with our Services. This includes contextual, behavioral and interests-based advertising based on User and Prospect activities, preferences or other data available to us or to our Services Providers (as defined below), and business partners (Legitimate Interests; Consent);
To contact our Subscribers, Users and Prospects with general or personalized Services-related messages, as well as promotional messages that may be of specific interest to them (Performance of Contract; Legitimate Interests; Consent);
To support and enhance our data security measures, including for the purposes of preventing and mitigating the risks of fraud, error or any illegal or prohibited activity (Performance of Contact; Legitimate Interests; Legal Obligation);
To explore and pursue growth opportunities by facilitating a stronger local presence and tailored experiences, including through partnerships with local distributors, resellers, business partners and providers of professional services related to our Services (“Partners”, as further described in Section 4 below) (Legitimate Interests);
To facilitate, sponsor and offer certain events, webinars, contests and promotions (Legitimate Interests);
To publish your feedback and submissions to our Sites, public forums and blogs (Performance of Contract; Legitimate Interests);
To comply with our contractual and legal obligations and requirements, and maintain our compliance with applicable laws, regulations and standards (Performance of Contract; Legitimate Interests; Legal Obligation); and
For any other lawful purpose, or other purpose that you consent to in connection with provisioning our Services. (Legal Obligation; Consent).
With respect to personal data we obtain from Google OAuth API Scopes, used in our integration with certain Google Services (“Integrated Google Services”), our use of such personal data and data aggregated, anonymized, or derived therefrom (“Restricted personal data”), is limited to the following purposes, in adherence with the Limited Use requirements as detailed in Google API Services Data Policy (version of September 3, 2020):
Facilitating, operating, supporting, providing and improving user-facing features that are prominent in the Integrated Google Services (Performance of Contract; Legitimate Interests);
Troubleshooting or security purposes (such as investigating a bug or abuse), subject to the Users’ prior consent, insofar access to Restricted personal data is required to resolve a support issue (Performance of Contract; Legitimate Interests);
Compliance with applicable law and regulations (Legal Obligation);
For our internal operations, provided that the Restricted personal data (including derivations thereof) have been aggregated and anonymized (Legitimate Interests);
Otherwise in strict accordance with your affirmative agreement
Data Location: We maintain, store and process personal data in the United States, Europe, the United Kingdom and India and other locations as reasonably necessary for the proper performance and delivery of our Services, or as may be required by applicable law.
Not withstanding the foregoing, where the Licensor processes personal data on behalf of a Subscriber, such personal data (i.e. Subscriber Data) may only be processed in the locations as permitted in our Data Processing clauses and other commercial agreements with such Subscriber (as further described in Section 9 below).
Data Retention: We may retain your personal data for as long as it is reasonably needed in order to maintain and expand our relationship and provide you with our Services and offerings; in order to comply with our legal and contractual obligations; or to protect ourselves from any potential disputes (i.e. as required by laws applicable to log-keeping, records and bookkeeping, and in order to have proof and evidence concerning our relationship, should any legal issues arise following your discontinuance of use), all in accordance with our data retention policy and at our reasonable discretion. To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of such data, the potential risk of harm from unauthorized use or disclosure of such data, the purposes for which we process it, and the applicable legal requirements. If you have any questions about our data retention policy, please contact us by email at email@example.com
The Licensor may disclose personal data in the following instances:
Service Providers: We engage selected third-party companies and individuals as “Service Providers”, to perform services on our behalf or complementary to our own. These include providers of Third Party Services (as defined in the Terms), such as: hosting and server co-location services, communications and content delivery networks (CDNs), data and cyber security services, billing and payment processing services, fraud detection, investigation and prevention services, web and mobile analytics, email and communication distribution and monitoring services, session or activity recording services, call recording, analytics and transcription services, event production and hosting services, remote access services, performance measurement, data optimization and marketing services, social and advertising networks, content, lead generating and data enrichment providers, email, voicemails, video conferencing solutions, support and Subscriber relation management systems, third-party Subscriber support providers, and our legal, compliance and financial advisors and auditors.
Our Service Providers may have access to personal data, depending on each of their specific roles and purposes in facilitating and enhancing our Services or other activities, and may only use the data as determined in our agreements with them.
Subscribers and other Users: Your personal data may be shared with the Subscriber owning the Account to which you are subscribed as a User (including data and communications concerning your User Profile), as well as other Users of that Account. Your personal data and activity within the Services may also be monitored, processed and analyzed by the Account Admin. This includes instances where you contact us for help in resolving an issue specific to a team of which you are a member (and which is managed by the same Subscriber).
Also, in cases where your personal data appears in boards within that Account that are set as “private” or with limited view privileges, the Account Admin(s) may still access it on behalf of the Subscriber.
Any content submitted by you to private boards may still be accessed, copied and processed by the Account Admin(s). Your User Profile and personal data will also be made available to all the authorized Users who can view the same board(s) as you. Please note that the Licensor is not responsible for and does not control any further disclosure, use or monitoring by or on behalf of the Subscriber (including sharing of boards or use of broadcast features within the Services), that itself acts as the “Data Controller” of such data (as further described in Section 9 below).
If you register or access the Services using an email address at a domain that is owned by your employer or organization (our Subscriber), and another team within such Subscriber's organization wishes to establish an account on the Services, certain information about you including your name, profile picture, contact info and general use of your Account will become accessible to the Account Admin and Users.
Services integrations: You or your Account Admin may choose to integrate your Account on the Services with a third-party Services (provided that such integration is supported by our Services). The provider of this integrated third-party Services may receive certain relevant data about or from your Account on the Services, or share certain relevant data from the account on the third-party provider’s Services with our Services, depending on the nature and purpose of such integration. Note that we do not receive or store your passwords for any of these third-party Services (but do typically require your API key in order to integrate with them). If you do not wish your data to be shared with such third-party Services(s), please contact your Account Admin.
Feedback or Recommendations: If you submit a public review or feedback, note that we may (at our discretion) store and present your review publicly, on our Sites and Services. If you wish to remove your public review, please contact us at firstname.lastname@example.org. If you choose to send others an email or message inviting them to use the Services, we may use the contact information you provide us to automatically send such invitation email or message on your behalf. Your name and email address may be included in the invitation email or message.
Community Forums: Our Sites include public blogs or forums in third party sites like LinkedIn. We also manage and participate in various social channels and communities on other platforms. Any information you submit on these forums, blogs and communities – including profile information associated with the User Profile you use to post the information – may be read, collected, and used by others who access these Sites. Due to the nature of such public forums, your posts and certain profile information may remain visible to all even after you terminate your User Profile. To request removal of your information from publicly accessible Sites operated by us, please contact us as provided in Section 10 below and note the Sites from which you would like your information to be removed. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to and why.
Legal Compliance: In exceptional circumstances, we may disclose or allow government and law enforcement officials access to your personal data, in response to a subpoena, search warrant or court order (or similar requirement), or in compliance with applicable laws and regulations. Such disclosure or access may occur if we believe in good faith that: (a) we are legally compelled to do so; (b) disclosure is appropriate in connection with efforts to investigate, prevent, or take action regarding actual or suspected illegal activity, fraud, or other wrongdoing; or (c) such disclosure is required to protect the security or integrity of our products and Services.
Protecting Rights and Safety: We may share your personal data with others if we believe in good faith that this will help protect the rights, property or safety of the Licensor, any of our Users or Subscribers, or any members of the general public.
For the avoidance of doubt, the Licensor may share your personal data in additional manners, pursuant to your explicit approval, or if we are legally obligated to do so, or if we have successfully rendered such data non-personal and anonymous.
Please note that we do not change our practices in response to a “Do Not Track” signal in the HTTP header from a browser or mobile application, however, most browsers allow you to control cookies, including whether or not to accept them and how to remove them. You may set most browsers to notify you if you receive a cookie, or to block or remove cookies altogether.
We engage in Services and promotional communications, through email, phone, SMS and notifications.
Services Communications: We may contact you with important information regarding our Services. For example, we may send you notifications (through any of the means available to us) of changes or updates to our Services, billing issues, log-in attempts or password reset notices, etc. Our Subscribers, and other Users on the same Account, may also send you notifications, messages and other updates regarding their or your use of the Services. You can control your communications and notifications settings from your User Profile settings, or otherwise in accordance with the instructions that may be included in the communications sent to you. However, please note that you will not be able to opt-out of receiving certain Services communications which are integral to your use (like password resets or billing notices).
Promotional Communications: We may also notify you about new features, additional offerings, events and special opportunities or any other information we think you will find valuable, as our Subscriber, User or Prospect. We may provide such notices through any of the contact means available to us (e.g. phone, mobile or email), through the Services, or through our marketing campaigns on any other sites or platforms. If you do not wish to receive such promotional communications, you may notify the Licensor at any time by sending an email to privacy@the Licensor, changing your communications preferences in your User Profile settings, or by following the “unsubscribe”, “stop”, “opt-out” or “change email preferences” instructions contained in the promotional communications you receive.
In order to protect your personal data held with us, we use industry-standard physical, procedural and technical security measures, including encryption as appropriate. However, please be aware that regardless of any security measures used, we cannot and do not guarantee the absolute protection and security of any personal data stored with us or with any third parties as described in Section 10.4 above.
10.8 Data Subject Rights
If you wish to exercise your privacy rights under applicable law (including the EU or UK GDPR or the California Consumer Privacy Act (CCPA)), such as (each to the extent applicable to you under the laws which apply to you) – the right to know/request access to (specific pieces of personal data collected; categories of personal data collected; categories of sources from whom the personal data was collected; purpose of collecting personal data; categories of third parties with whom we have shared personal data), to request rectification or erasure of your personal data held with the Licensor, or to restrict or object to such personal data’s processing (including the right to direct us not to sell your personal data to third parties now or in the future), or to obtain a copy or port such personal data, or the right to equal Servicess and prices (e.g. freedom from discrimination) – please contact us by email at email@example.com. If you are a GDPR-protected individual, you also have the right to lodge a complaint with the relevant supervisory authority in the EEA or the UK, as applicable.
We may redact from the data which we make available to you, any personal or confidential data related to others.
Certain data protection laws and regulations, such as the GDPR or the CCPA, typically distinguish between two main roles for parties processing personal data: the “data controller” (or under the CCPA, “business”), who determines the purposes and means of processing; and the “data processor” (or under the CCPA, “Services provider”), who processes such data on behalf of the data controller (or business). Below we explain how these roles apply to our Services, to the extent that such laws and regulations apply.
In cases where, The Licensor is the “data processor” of personal data contained in Subscriber Data, as submitted by our Subscribers and their Users to their Account’s boards, items and docs. We process such data on behalf of our Subscriber (who is the “data controller” of such data) and in accordance with its reasonable instructions, subject to our Terms, our Data Processing clauses (to the extent applicable) and other commercial agreements with such Subscriber
Our Subscribers are solely responsible for determining whether and how they wish to use our Services, and for ensuring that all individuals using the Services on the Subscriber's behalf or at their request, as well as all individuals whose personal data may be included in Subscriber Data processed through the Services, have been provided with adequate notice and given informed consent to the processing of their personal data, where such consent is necessary or advised, and that all legal requirements applicable to the collection, use or other processing of data through our Services are fully met by the Subscriber. Our Subscribers are also responsible for handling data subject rights requests under applicable law, by their Users and other individuals whose data they process through the Services.
If you would like to make any requests or queries regarding personal data we process as a data processor on our Subscriber's behalf, including accessing, correcting or deleting your data, please contact the Subscriber's Account Admin directly.
If you have any questions or would like to exercise your rights under the CCPA, you can contact firstname.lastname@example.org.
Our Services is not directed to children under the age of 16: We do not knowingly collect personal data from children and do not wish to do so. If we learn that a person under the age of 16 is using the Services, we will attempt to prohibit and block such use and will make our best efforts to promptly delete any personal data stored with us with regard to such child. If you believe that we might have any such data, please contact us by email at email@example.com.
11.1 Licenses and Permits Licensor and Subscriber agree to obtain and maintain all applicable permits and licenses required to perform the Services contemplated by this Agreement.
11.2 Entire Agreement This Agreement, including its attachments and exhibits, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any and all prior oral and written agreements, understandings or quotations regarding the subject matter of this Agreement. No amendment, alteration, modification or cancellation of the provisions of this Agreement shall be binding unless made in writing and signed by both parties. Printed terms and conditions on Subscriber's purchase orders shall not apply to the Products and Services or Deliverables provided under this Agreement.
11.3 Severability In the event a court of competent jurisdiction finds a provision of this Agreement to be invalid or unenforceable, the invalidity of that provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect as if the invalid provision had been omitted.
11.4 Choice of Law This Agreement shall be construed and governed in accordance with the laws of the State of Illinois. Any suit or action arising under this Agreement shall be brought in a State or Federal Court in Cook County, Illinois.
11.5 Waiver The failure of either party in one or more instances to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms on any future occasion.
11.6 Assignment Except as otherwise specified herein, this Agreement or any of its attachments, shall not be assigned by either party without the express prior written consent of the other except to a parent or subsidiary, or to a successor by purchase merger or acquisition. No assignment shall relieve the assignor of its obligations under this Agreement. Any assignment not in accordance with these provisions shall be void.
11.7 Survival All obligations under this Agreement which by their nature extend beyond termination will survive termination and remain in effect.
11.8 Counterparts This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.
11.9 Compliance with Law The parties will comply with applicable laws and regulations.