Terms of Service
The https://topmedicareadvisor.com/ Terms and Conditions (“Terms”) is a legal agreement between you and https://topmedicareadvisor.com/ (referred to herein as "topmedicareadvisor" or “Company”), governing your use of the Service (as defined herein). By accessing the https://topmedicareadvisor.com/ website, and using the Service, you are agreeing to comply with and be bound by these Terms. Additionally, when using the website and the Service, you agree to abide by any applicable posted guidelines for all of Company’s services, which may change from time to time, and to comply with all applicable laws and regulations. If you object to any of the terms or conditions of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with Company or the Website in any way, you should immediately discontinue use of the Website. These Terms (as may be modified by TopHealthAdvisor from time to time) will remain in full force and effect as long as you are a user of the Website, and in the event of termination of any membership, service, or feature, you will still be bound by your obligations under these Terms, including any indemnifications, waivers, warranties, and limitations of liability.
YOU
AGREE
THAT BY USING
THIS SERVICE YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE
LEGALLY ABLE
TO ENTER
INTO A CONTRACT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE
THIS
WEBSITE.
It is your responsibility to periodically review these Terms.
Company
reserves
the right, at any time, to change the Terms by publishing notice
of such
changes
on the Website. Any use of the Services by you after Company’s
publication of
any such changes will constitute your acceptance of these Terms,
as
modified.
You agree that Company is permitted to access and use any other
information
provided by you to perform the Service and, if necessary, to
access such
information to obtain contact information in order to provide
notifications
relating to the Service provided to you by the Company.
SERVICES
TopHealthAdvisor
provides users with a wide selection of pricing quotes for
various goods
and
services. Users may also participate in advertising campaigns,
take
quizzes and
surveys, use various services and products, and use information
(“Services”)
provided by https://topmedicareadvisor.com/
TERMINATION
topmedicareadvisor
may terminate a participant’s use of the Services and destroy
any data
within
the Services if topmedicareadvisor deems that the participant
has not
observed
these Terms and Conditions or for any other reasons. The
participant
agrees
that topmedicareadvisor may delete registration data and all
related
information
as well as any data used by Third-Party Services.
topmedicareadvisor
may also
prohibit the user’s further access to the Services, with or
without
prior
notice.
DEALINGS WITH MERCHANTS; LINKS
The Service contains advertisements, offers, or other links to
websites
of
third parties that we do not control. Advertisements and other
information
provided by third parties may not be wholly accurate.
topmedicareadvisor is not
responsible or liable for (i) the availability or accuracy of
such sites
or
advertisements; or (ii) the content, product, or services
available from
such
sites. The inclusion of any link on the Service does not imply
that we
endorse
the linked site. You use the links at your own risk.
topmedicareadvisor’s Privacy
Policy, is applicable only when you are on our Site. Once you
link to
another
website, its privacy policy applies to any personal information
you
supply.
Your
transactions and
other dealings with third party merchants or advertisers found
on or
through
the Service, including “click to purchase,” “co-registration,”
and other
similar programs, including payment and delivery of related
goods and
services,
are solely between you and such merchant or advertiser.
CONSENT TO FUTURE COMMUNICATIONS AND EMAIL OFFERS
When participants use the Services, they agree that
topmedicareadvisor
may
contact them with future communications, including without
limitation,
email
marketing, telephone marketing, and other forms of direct
marketing, as
well as
online and offline advertising. topmedicareadvisor. may share
participants’
information with third parties for marketing purposes, unless
participants opt
out, as described in the topmedicareadvisor Privacy Policy.
Such
communications
from topmedicareadvisor may be transmitted to participants by
(automatic)
telephone calls, email offers, or any other method of
communication.
Please see
the topmedicareadvisor Privacy Policy for information regarding
topmedicareadvisor’s collection, use, and disclosure of this
information. By
using the Services, the participant accepts and agrees to the
topmedicareadvisor Privacy
Policy which is incorporated herein by reference.
Participant further acknowledges and agrees that any costs
associated
with
receiving future marketing communications are the sole
responsibility of
participant.
REGISTRATION REQUIREMENTS
Participants attest that any personal information collected from
the
participants through the Services is correct and complete. The
participant
further represents that registered information is correct,
up-to-date,
and
complete at the time of participation. If topmedicareadvisor
determines
in its
sole discretion that the registered information is not accurate
or
complete,
then topmedicareadvisor is entitled to delete the participant’s
data
and prohibit
the participant’s further use of the Services.
YOUR REPRESENTATIONS AND WARRANTIES
By accessing or using the Services, you represent and warrant
that: (a)
you are
at least 18 years old; (b) you have not violated and will not
violate
these
Terms; (c) you have not previously been suspended or removed
from the
Service;
(d) you have the right, authority and capacity to enter into
this
Agreement and
to abide by all of the terms and conditions of this Agreement;
(e) you
are not
a competitor of Company and are not using the Services for
reasons that
are in
competition with Company or other than for the Services’
intended
purpose.
NO COMMERCIAL USE; LICENSE GRANT
topmedicareadvisor is for personal use only. Organizations and
businesses may not
become participants and should not use the Services or
topmedicareadvisor for any
purpose. You hereby agree not to reproduce, copy, sell, resell,
or use
the
Services (or any part of it) or access to the Services for
commercial
purposes.
Company
grants each
user a limited, revocable, non-exclusive license to access the
Site and
Services in order to, as applicable, view or make legitimate
inquiries
to us
regarding our Services, all in accordance with these Terms. Any
other
use of
the Site is expressly prohibited. This limited license does not
include
any
right of collection, aggregation, copying, duplication, display
or
derivative
use of the Site nor any right of use of data mining, robots,
spiders or
similar
data gathering and extraction tools without our prior written
permission;
provided, however, that a limited exception from the foregoing
exclusion
is
provided to general purpose Internet search engines and
non-commercial
public
archives that use tools to gather information for the sole
purpose of
displaying hyperlinks to the Site, provided that they each do so
from a
stable
IP address or range of IP addresses using an easily identifiable
agent
and
comply with our robots.txt file.
PROPRIETARY RIGHTS
All service marks, trademarks, logos, trade names, slogans, and
domain
names
that appear on or in connection with the Services are the
property of
topmedicareadvisor or its affiliates, licensors, or licensees.
You may
not copy,
sell, re-sell, reproduce, display, or use any of these
trademarks
without the
prior written consent of topmedicareadvisor.
The
data,
data feeds,
content, organization, graphics, designs, and other material
featured on
topmedicareadvisor or provided through the Services (the
“Copyrighted
Material”)
are protected under applicable U.S. and international copyright,
trademark, and
other intellectual property laws. The Copyrighted Material is
either
owned by
or licensed to topmedicareadvisor. It is forbidden to copy,
sell,
re-sell,
reproduce, display, or use the Copyrighted Material without the
prior
written
consent of topmedicareadvisor. All rights are reserved.
DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED “AS IS” AND UNDER THESE TERMS AND
CONDITIONS,
topmedicareadvisor IS NOT SUBJECT TO WARRANTIES, EITHER IMPLIED
OR
EXPRESSLY
STATED (OF ANY KIND), INCLUDING (BUT NOT LIMITED TO) IMPLIED
WARRANTIES
WITH
REGARD TO SUITABILITY, MERCHANTABILITY, FOR A SPECIFIC PURPOSE
AND/OR
VIOLATION.
PARTICIPANTS AGREE TO USE THE SERVICES AT THEIR OWN RISK. topmedicareadvisor MAKES NO WARRANTIES OR GUARANTEES THAT THE SERVICES OR topmedicareadvisor WILL BE WITHOUT ERROR OR NOT BE INTERRUPTED. PARTICIPANTS AGREE THAT THEY BEAR RESPONSIBILITY FOR ANY DAMAGES INCURRED AS A RESULT OF DOWNLOADING OR ANY USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, topmedicareadvisor, AND CONTENT ARE PROVIDED TO PARTICIPANTS ON AN “AS IS,” “AS AVAILABLE,” AND “WHERE-IS” BASIS.
THIRD-PARTY
SERVICES
DISCLAIMER
ANY COMMUNICATIONS, TRANSACTIONS, OR DEALINGS WITH THIRD-PARTY
SERVICES
ARE NOT
THE RESPONSIBILITY OF topmedicareadvisor (INCLUDING, BUT NOT
LIMITED,
TO ANY
SERVICES USED BY SPONSORS, AFFILIATES, CO-REGISTRATION, AND
INTEGRATED
CONTENT). PARTICIPANT AGREES THAT topmedicareadvisor IS NOT
LIABLE IN
ANY WAY FOR
DAMAGES OR COSTS AS A RESULT OF ANY USAGE OF THIRD-PARTY
SERVICES,
INCLUDING,
WITHOUT LIMITATION, FEES ASSOCIATED WITH TELECOMMUNICATIONS,
SURCHARGES,
REGISTRATION FEES, AND SUBSCRIPTION CHARGES, AS WELL AS
ATTORNEYS’ FEES
AND
COURT EXPENSES INCURRED AS A RESULT OF LITIGATION.
LIMITATION OF LIABILITY
topmedicareadvisor WILL NOT BE LIABLE FOR ANY INCIDENTAL,
INDIRECT,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING (BUT NOT LIMITED
TO)
DAMAGES TO
COMPUTER HARDWARE, SOFTWARE FAILURES, DATA FAILURES, LOSS OF
PROFITS,
DAMAGE TO
GOODWILL, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT
FAILURES,
DAMAGE AS A RESULT OF ACTS OF GOD, OR OTHER LOSSES.
THE
MAXIMUM
TOTAL
LIABILITY OF topmedicareadvisor TO YOU FOR ANY AND ALL CLAIMS
UNDER
THESE TERMS
AND CONDITIONS (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IS ONE
HUNDRED
UNITED
STATES DOLLARS ($100 USD).
UNDER THESE TERMS AND CONDITIONS, PARTICIPANTS AGREE TO THE
STATED
PROVISIONS
AND ASSUME THE RISK FOR USE OF THE SERVICES. THE LIMITATION OF
LIABILITY,
DISCLAIMER OF WARRANTIES, AND OTHER CLAUSES DISCLAIM ANY
RESPONSIBILITY
OF
topmedicareadvisor FOR DAMAGES INCURRED. ALL PROVISIONS STATED
IN THESE
TERMS AND
CONDITIONS ARE INDEPENDENT OF OTHER PROVISIONS. THE LIMITATIONS
IN THIS
SECTION
WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL
PURPOSE.
INDEMNIFICATION
You agree to defend, indemnify, and hold Company, its
subsidiaries and
affiliates, and each of their directors, officers, managers,
agents,
contractors, partners, and employees harmless from any loss,
liability,
claim,
damages, costs, expenses or demand, including reasonable
attorney’s
fees, due
to or arising out of (i) your use of or inability to use the
Services,
(ii) any
content you provide or transmit through the Services, (iii) your
conduct
in
connection with the Services or our users, (iv) your violation
of any of
the
terms of this Agreement, (v) your violation of any rights of a
third
party or
(vi) your violation of any applicable laws, rules, or
regulations.
USE OF topmedicareadvisor OR THE SERVICES OUTSIDE OF THE UNITED STATES
topmedicareadvisor and the Services are intended for use within
the
United
States, if not explicitly stated within contest rules provided.
International
use can only be considered if such contest rules include use
outside of
the
United States. As per the Registration Requirements listed in
these
Terms and
Conditions, there are some states within the United States that
are
limited
from participation. If participants from locations outside of
the United
States
or within states and territories that are void of participation
(see the
Registration Requirements above), then those participants chose
to
participate
in the Services or access any of the content on
topmedicareadvisor or
Third-Party
Services at their own risk. Participants accept all risk
associated with
use of
the Services and assume to comply with the laws and regulations
within
their
own jurisdictions.
ARBITRATION OF DISPUTES
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT,
OR
OTHERWISE,
WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY,
CONSUMER
PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS)
BETWEEN
YOU AND
US OR ANY OF OUR AFFILIATED ENTITIES OR OURS OR THEIR AGENTS,
EMPLOYEES,
PRINCIPALS, SUCCESSORS, OR ASSIGNS ARISING FROM OR RELATING TO
THESE
TERMS, ITS
INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY HEREOF,
OR THE
RELATIONSHIPS WHICH RESULT FROM THESE TERM (INCLUDING, TO THE
FULLEST
EXTENT
PERMITTED BY APPLICABLE LAW, RELATIONSHIPS WITH THIRD PARTIES
WHO ARE
NOT
SIGNATORIES TO THIS AGREEMENT), SHALL BE RESOLVED EXCLUSIVELY
AND
FINALLY BY
BINDING ARBITRATION in New York, New York. Arbitration
proceedings shall
be
governed by the Commercial Arbitration Rules and the
Supplementary
Procedures
for Consumer Related Disputes (collectively, “AAA Rules”) of the
American
Arbitration Association (“AAA”), as modified by these Terms, and
will be
administered by the AAA by a single arbitrator. The arbitrator
shall be
empowered to grant whatever relief would be available in a court
under
law or
in equity. This Section is subject to the Federal Arbitration
Act, 9
U.S.C.
sec. 1-16 (FAA), as amended. Any award of the arbitrator shall
be final
and
binding on each of the parties and may be entered as a judgment
in any
court of
competent jurisdiction. The arbitration proceeding will be
limited
solely to
the dispute or controversy between you and us. YOU ACKNOWLEDGE
THAT YOU
ARE GIVING
UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY
WITH
RESPECT TO
ANY SUCH CLAIM. Nothing in this Section shall be deemed to
prohibit
Company
from seeking an injunction or other equitable relief in any
court of
competent
jurisdiction to protect or preserve Company’s or Company’s
licensors’
rights in
and to intellectual property or confidential information.
WAIVER OF CLASS ACTION RIGHTS
IN ANY DISPUTE, NEITHER YOU NOR ANY OTHER PERSON SHALL BE
ENTITLED TO
JOIN OR
CONSOLIDATE CLAIMS BY OR AGAINST OTHER AFFILIATES OR PERSONS, OR
ARBITRATE ANY
CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE
ATTORNEY
GENERAL
CAPACITY. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO
PARTICIPATE IN
A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH
CLAIM.
DMCA COMPLIANCE
The company is committed to full compliance with the Digital
Millennium
Copyright Act of 1998, as amended (“DMCA”), at all times and
maintain a
repeat
offender policy which may result in the termination of your
right to use
the
Services if you violate such policy. If you believe that your
work has
been
copied, posted or otherwise made available through the Services
in a way
that
constitutes copyright infringement, please notify our DMCA
Copyright
Agent of
your complaint, as set forth in the DMCA. Please consult the
DMCA to
confirm
these requirements. You must provide our DMCA Copyright Agent
with the
following information in writing, to the extent required by the
DMCA:
(a) an
electronic or physical signature of the person authorized to act
on
behalf of
the copyright owner that is allegedly infringed; (b) a
description of
the
copyrighted work that you claim has been infringed (or, if
multiple
copyrighted
works on a site are covered by a single complaint, a
representative list
of the
allegedly infringing works on the site); (c) identification of
the
material
that is claimed to be infringing and to be removed, and
information
reasonably
sufficient to permit us to locate the material; (d) information
reasonably
sufficient to permit us to contact you, such as your address,
telephone
number
and e-mail address; (e) a written statement by you that you have
a good
faith
belief that use of the material in the manner complained of is
not
authorized
by the copyright owner, its agent or the law; and (f) a
statement by
you, made
under penalty of perjury, that the above information in your
notice and
complaint is accurate and that you are the copyright owner or
authorized
to act
on the copyright owner’s behalf. Please be aware that the
foregoing
information
in your complaint may be forwarded to the person who provided
the
allegedly
infringing content. The foregoing information must be submitted
to
Company’s
DMCA Copyright Agent as follows:
https://topmedicareadvisor.com/
Attn: Copyright Agent
Email: support@topmedicareadvisor.com
Pursuant to Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. If you believe that your material has been mistakenly removed or disabled, you may submit a counter notice by notifying our DMCA Copyright Agent at the address provided above. Pursuant to Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
GENERAL
The failure of either party to exercise in any respect any right
provided for
herein shall not be deemed a waiver of any further rights
hereunder.
Company
shall not be liable for any failure to perform its obligations
hereunder
where
such failure results from any cause beyond Company’s reasonable
control.
If any
provision of this Agreement is found to be unenforceable or
invalid,
that
provision shall be limited or eliminated to the minimum extent
necessary
so
that this Agreement shall otherwise remain in full force and
effect and
enforceable. This Agreement is not assignable, transferable or
sub-licensable
except with Company’s prior written consent. This Agreement
shall be
governed
by and construed in accordance with the laws of the state of New
York
without
regard to the conflict of laws provisions thereof. Both parties
agree
that this
Agreement is the complete and exclusive statement of the mutual
understanding
of the parties and supersedes and cancels all previous written
and oral
agreements, communications and other understandings relating to
the
subject
matter of this Agreement, and that all modifications must be in
a
writing
signed by both parties, except as otherwise provided herein. No
agency,
partnership, joint venture, or employment is created as a result
of this
Agreement, and you do not have any authority of any kind to bind
Company
in any
respect whatsoever. Neither you nor we shall be held responsible
for any
delay
or failure in performance hereunder caused by acts of God (or
natural
disasters), terrorism, strikes, embargoes, fires, war, or other
causes
beyond
the affected party’s reasonable control. You agree that any
claim or
cause of
action arising out of or related to this Agreement or your use
of the
Services
must be filed within two (2) years after such claim or cause of
action
arose or
be forever barred. Use of the Services is void where prohibited
by
law.
TO
THE
EXTENT NOT
SUBJECT TO ARBITRATION, ALL CLAIMS ARISING OUT OF OR RELATING TO
THESE
TERMS OR
THE SERVICES WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR
STATE
COURTS OF
NEW YORK, NEW YORK, USA, AND YOU CONSENT TO PERSONAL
JURISDICTION IN
THOSE
COURTS.
TOP HEALTH ADVISOR DATA PROCESSING ADDENDUM
This Data Processing Addendum (“Addendum”) supplements the Terms
of
Service,
between the Client identified in the signature block below
(“Client”)
and https://topmedicareadvisor.com (“Company”),
is dated the later of (i) January 25, 2022 or (ii) the date of
last
signature
of a party below, and is hereby incorporated by reference into
the
Agreement.
All capitalized terms not otherwise defined in this Addendum
will have
the
meaning given to them in the Agreement. In the event of any
inconsistency or
conflict between this Addendum and the Agreement, this Addendum
will
govern.
Client and Company agree as follows:
1. Personal Information. In connection with providing the Services, Company will be Processing Personal Information on behalf of Client. “Personal Information” means information that relates, directly or indirectly, to an identified or identifiable person (a “Data Subject”), which may include names, email addresses, postal addresses, or online identifiers, that Client provides or submits in connection with using the Services. Specific categories of Personal Information that Company will Process in connection with the Agreement are set forth in Schedule 1 (Scope of Processing). As between Client and Company, all Personal Information is the sole and exclusive property of Client.
2. Company and Client Responsibilities. The parties acknowledge and agree that: (a) Company is a processor of Personal Information under Applicable Law (defined below); (b) Client is a controller of Personal Information under Applicable Law; and (c) each party will comply with the obligations applicable to it under Applicable Law with respect to the Processing of Personal Information.
3. Company Responsibilities. As part of the Services, Company will use commercially reasonable efforts to Process Personal Information. “Process” or “Processing” means any operation or set of operations which is performed on Personal Information, whether or not by automated means, such as the access, collection, use, storage, disclosure, dissemination, combination, recording, organization, structuring, adaption, alteration, copying, transfer, retrieval, consultation, disposal, restriction, erasure and/or destruction of Personal Information. The company will use commercially reasonable efforts to:
a) Process Personal Information solely in accordance with Client’s documented instructions;
(b) Process Personal Information in accordance with laws, rules, and regulations that apply to Company’s provision, and Client’s use, of the Services, including the General Data Protection Regulation (EU) 2016/679 (“GDPR,” and collectively, “Applicable law”);
(c) not disclose or otherwise make available in any form any Personal Information to any third party without first, except to the extent prohibited by Applicable Law, (i) notifying Client of the anticipated disclosure (so as to provide Client the opportunity to oppose the disclosure and obtain a protective order or seek other relief); (ii) obtaining Client’s prior consent to the disclosure; and (iii) imposing contractual obligations on the third party recipient that are at least equivalent to those obligations imposed on Company under this Addendum;
(d) amend, correct, or erase Personal Information at Client’s written request and provide a means for Client to update and make accurate Personal Information Processed by Company;
(e)
notify
Client of
any third party request (by a Data Subject or otherwise) to (i)
restrict
the
Processing of Personal Information; (ii) port Personal
Information to a
third
party; or (iii) access,
rectify, or erase Personal Information. Company will use commercially reasonable efforts to assist Client, at Client’s reasonable written request, in complying with Client’s obligations to respond to requests and complaints directed to Client with respect to Personal Information Processed by Company;
(f) at the reasonable written request of Client, cooperate and assist Client in conducting a data protection impact assessment;
(g) ensure that Company personnel Processing Personal Information are subject to obligations of confidentiality; and
(h) keep all Personal Information compartmentalized or otherwise logically distinct from other information of Company or its personnel, suppliers, customers or other third parties.
Company will use commercially reasonable efforts to inform Client if Company becomes aware or reasonably suspects that Client’s instructions regarding the Processing of Personal Information may breach any Applicable Law.
4. Subcontractors. The company will not engage another processor to process Client’s Personal Information without authorization from Client. Company will be responsible to Client for any material failure of such processor to fulfill Company’s data protection obligations as set forth in this Agreement. Client hereby provides its general written authorization for Company’s use of subcontractors to Process Personal Information on behalf of Client, which may be updated from time to time by Company. Client consents to any such updates.
5. Data Transfers. The company will use commercially reasonable efforts not to transfer or cause to be transferred, any Personal Information from one jurisdiction to another without Client’s prior written consent. Where Client consents to such transfer, the transfer will be in accordance with Applicable Law. The company has certified its compliance to the EU-U.S. Privacy Shield Framework Principles (collectively, the “Principles”) with the U.S. Department of Commerce (the “Department”). The company will provide commercially reasonable assistance to Client in responding to requests from the Department or other applicable data protection regulators in the U.S. and European Union related to compliance with the Principles. Upon request of the Department, Company may disclose the terms of this Addendum to the Department.
6. Security Safeguards. The company will use commercially reasonable efforts to implement and maintain appropriate technical and organizational measures consistent with industry standards to protect and ensure the confidentiality and integrity of Personal Information.
7. Records and Audits. The company will keep at its normal place of business records of its Processing of Client Personal Information. At Client’s reasonable request and with advance written notice, Company will use commercially reasonable efforts to make available to Client such records and information as is necessary to demonstrate its compliance with Applicable Law with respect to Personal Information and allow Client or an independent third party to conduct an audit to verify such compliance. Any such audit will be conducted (a) on reasonable advance written notice to Company; (b) no more than once per year; (c) during Company’s standard business hours; and (d) in such a manner to minimize disruption to Company’s operations. Any information provided by Company in connection with such audit must be protected as Company’s confidential information subject to a separate non-disclosure agreement entered into between Company and the recipient of such information before such audit. To request an audit, Client must submit a detailed audit plan at least 90 days in advance of the proposed audit date describing the proposed scope, duration, and start date of the audit. The client will bear the costs of such audit.
8. Security Breach. If Company has actual or constructive notice of any actual or potential Security Breach (defined below), Company will take commercially reasonable efforts to, without undue delay: (a) notify Client of the Security Breach and any third-party legal processes relating to the Security Breach; (b) help Client investigate, remediate, and take any necessary action regarding the Security Breach and any dispute, inquiry, investigation, or claim concerning the Security Breach; and (c) provide Client with assurance that such Security Breach will not recur. “Security Breach” means any unauthorized access to Company owned or controlled networks or systems where Personal Information resides or any misuse or unlawful or accidental loss, destruction, alteration, or unauthorized Processing of Personal Information under Company’s possession or control. This obligations in this Section do not apply to incidents that are caused by Client or Client’s personnel or users.
9. Return or Destruction of Personal Information. Upon written request by Client or when Company no longer is required to Process Personal Information to fulfill its obligations under the Agreement, Company will use commercially reasonable efforts to (a) cease all use of Personal Information; and (b) return all Personal Information to Client or, at Client’s option, destroy all Personal Information and all copies thereof, except to the extent that Company is required under Applicable Law to keep a copy of Personal Information for a specified period of time.
10.
DISCLAIMER. COMPANY
MAKES NO REPRESENTATION OR WARRANTY THAT THIS ADDENDUM IS
LEGALLY
SUFFICIENT TO
MEET CLIENT’S NEEDS UNDER APPLICABLE LAW, INCLUDING THE GDPR.
COMPANY
EXPRESSLY
DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS,
IMPLIED,
STATUTORY, THROUGH A COURSE OF DEALING, OR OTHERWISE THAT THIS
ADDENDUM
WILL
COMPLY WITH OR SATISFY ANY OF CLIENT’S OBLIGATIONS UNDER
APPLICABLE LAW,
INCLUDING THE GDPR. CLIENT FULLY UNDERSTANDS THAT IT IS SOLELY
RESPONSIBLE FOR
COMPLYING WITH ALL OF ITS OBLIGATIONS IMPOSED BY APPLICABLE LAW.
THE
PARTIES
AGREE THAT THERE WILL BE NO PRESUMPTION THAT ANY AMBIGUITIES IN
THIS
ADDENDUM
WILL BE CONSTRUED OR INTERPRETED AGAINST THE DRAFTER.
SCHEDULE 1
Scope of Processing
Subject Matter of Processing: The context for the Processing of Personal Information is the Company’s provision of Services under the Agreement.
Duration of Processing: The Processing will begin on the effective date of the Agreement and will end upon the expiration or termination of the Agreement.
Nature and Purpose of Processing: Company specializes in lead generation services. The client, as a client of Company, uses the Services to process Personal Information of its customers or contacts for marketing and sales purposes. Company stores the Personal Information on its servers and processes such Personal Information only for the purposes of, and in accordance with, the instructions of Client and does not make any decisions itself as to the use, updating, or deletion of Personal Information.
Types of Personal Information: The Personal Information concern the following categories of data: contact details including name, address, telephone or mobile number, fax number and email address; date of birth;; details of goods and/or services which customers/potential customers purchased or enquired about; IP address; place of employment; occupation; personal interests; age; and other Personal Information collected and provided by Client in connection with Client’s use of the Services.
Categories of Data Subjects: The Personal Information transferred concerns the following categories of data subjects: customers and prospective customer of Client and other marketing contacts determined by Client in connection with Client’s use of the Services.