[Last Updated: December 29, 2019]

This Services Agreement (“Agreement”) governs your engagement with Vizulit Ltd. (“Vizulit”, “Company”, “we” or “our”), for the purpose of downloading Vizulit’s app (“App”) and using the Services (as defined below). This Agreement is a legally binding and enforceable agreement between you (“Partner” or “you”) and Vizulit. Vizulit and the Partner shall each be referred individually to as a “party” and collectively as the “parties”. 

 

Vizulit provides marketing services and social media campaign optimization tools by offering certain benefits (“Reward”) on behalf of its Partners, to the Partner’s applicable customers (“Influencer”) in consideration of uploading a social media post (“Post”) related to the Partner’s products, items, etc. purchased by the Influencer (“Item”). Vizulit’s unique technology will analyze the Influencer’s applicability for the promotion of the Item, in accordance with Vizulit’s criteria, which may include likes, followers, etc. (“Score”) and will offer a Reward in consideration of the Post (collectively, with the App shall be referred to as the “Service”).

ACCEPTANCE OF THE TERMS: By signing up, filling in your information, downloading and implementing Vizulit’s App, or by using our Services, you acknowledge that you have read, understood and agreed to this Agreement. You agree to be bound by this Agreement and to comply with all applicable laws and regulations regarding your use of the Services.  IF YOU DO NOT AGREE TO ALL OR PART OF THIS AGREEMENT HEREIN PLEASE DO NOT DOWNLOAD OR USE THE OR SERVICES IN ANY MANNER. 

  1. Amendments
    Vizulit reserves the right to modify, correct, or amend this Agreement at any time. The most current version of this Agreement will always be posted and any changes will be indicated under the “Last Updated” date above. It is your responsibility to ensure that you are familiar with the most current version of this Agreement. Your continued use of the Services following an updated version of this Agreement was posted, shall constitute your express agreement to be bound by the updated terms. In the event that, subject to Company’s sole discretion, substantial changes were made, Company may send or otherwise post an applicable notification. Furthermore, it is hereby clarified that the Company is entitled, at any time, to charge applicable fees for the use of its Services, by providing you with a prior written notification.  
     

  2. Scope of Service. 

    1. In order to use the Services, you must register, download and implement Vizulit’s App within your online platform (“Platform”). You hereby represent and warrants you will provide accurate and complete information. In the event of untrue or inaccurate information Company may suspend or terminate your use of the Services. You are solely and fully responsible for all activities that occur under your account. Unauthorized access or use of the Services must be immediately reported to us. 

    2. Vizulit will store, process and use the information you provide in the course of registration and through using the Services pursuant to our privacy policy, available at: https://www.vizulit.com/privacy-policy (“Privacy Policy”). Note that, we may use your email provided to us during your registration for the purpose of sending you marketing messages and materials as well as operational messages. 

    3. Following implementation of the App, you will choose, through your dashboard, the applicable Reward to be offered to the Influencer (code, coupon, etc.), including all such Reward’s terms and restrictions (“Reward Terms”).

    4. Upon completion of a purchase of an Item by the Influencer (“Purchase”), you shall share with the Company the following information regarding the Purchase: transaction ID, Item category and transaction amount (“Influencer Data”). 

    5. Following completion of a Purchase, the Company shall offer the Influencer to receive the Reward on your behalf, upon completion of Company’s instructions with regards to the Post’s Publication (“Instructions”).

    6. You hereby represent and warrants you will comply with your obligations under the Reward Terms. You are responsible to allow the Influencer to use such Reward, according to the Reward Terms.  You will be solely responsible and liable for any claim made by the Influencer regarding the Reward. 

    7. It is hereby clarified that Company is not, and shall not be responsible or liable in any manner for any Post or other content made publicly available by the Influencer not in compliance with the Instructions, nor to its legality, accuracy, conversion, the Influencer recommendation/dis-recommendation regarding the Item or the Partner, its use of the Partner’s trademarks or trade names, the end users who will be exposed to the Post, etc.  The Company shall have no liability for any costs, or damages incurred to the Partner as a result of the Post or Influencer’s actions. 

    8. During the Term, the Services shall be provided exclusively by the Company and you will not engage with any other third party for the purpose of being provided with similar services.

    9. The Company, at its sole discretion, is entitled to: (a) determine the scope of the Services provided to the Partner or otherwise, the features, settings or other tools which are available as part of the Service; and (b) modify, correct, amend, update, enhance, improve, remove, replace or make any other changes to, or discontinue, or cease, temporarily or permanently, the Service, without liability to the Partner. 
       

  3. License Grant and Intellectual Property

    1. Subject to the terms and conditions of this Agreement, the Company grants the Partner a revocable, limited, non-exclusive, non-transferable, non- assignable and non-sub licensable license, during the term of this Agreement, to download the App and use the Service solely for the purpose of this Agreement. The Partner may not use the Service in any manner not expressly permitted by this Agreement. The App, Services and any part thereof are Company’s exclusive property and protected by copyright, trademark and other intellectual property laws and treaties. All rights related to the App and Services are owned solely by Company or its licensors and this Agreement does not convey any title or ownership rights to the Partner. Except as provided herein, the Company retains all right, title and interest in and to the App and Services and related marks, logos and content, including without limitation any derivatives, improvements and modifications thereto, and all intellectual property rights therein. 

    2. If you provide the Company any feedback (e.g., questions, comments, suggestions etc.) regarding the Services (“Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to the Company, and to the extent required by applicable law then you hereby irrevocably transfers and assigns to the Company all intellectual property rights in such Feedback and waive any and all moral rights that you may have in respect thereto. 

    3. Further, it is hereby clarified that the Posts are the Influencer’s exclusive property and the Partner shall not use the Posts for any purpose other than as agreed by the Influencer. The Partner shall be solely liable and responsible for any use of the Posts in excess of the Influencer’s permission or as otherwise permitted under the applicable social network’s terms. 

    4. Except as provided herein, the Partner retains all right, title and interest in and to the Partner’s Platform and related marks, logos and content, and all intellectual property rights therein (“Partner’s Intellectual Property”). Subject to the terms and conditions of this Agreement, the Partner grants the Company a revocable, limited, license, during the term of this Agreement, to use the Partner’s Intellectual Property solely for the purpose of providing the Services under this Agreement.
       

  4. License Restrictions. 
    The Partner shall not, either by itself or by authorizing or encouraging others to do so, directly or indirectly: (a) use the Service for any purpose other than as set forth herein; (b) copy, execute or perform publicly, make available to the public, reduce to human readable form, emulate, sell, resell, lease, rent, lend, sublicense, make any commercial use, process, adapt, translate, modify, reproduce, map out, reverse engineer, decompile, unlock, reverse compile, disassemble or create derivative works of the App or Services except as expressly agreed herein; (c) interfere with or disrupt the operation of the App or Services, or the servers or networks that host or connect with the Services or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (d) remove any notices of copyright or other proprietary information from the App or Services; (e) forward any data generated from or in connection with the Services without the prior written consent of the Company; (f) use the Service for any illegal, immoral harmful or unauthorized purpose; and (g) represent that the Partner’s Platform is endorsed by Company and or use the Company name or any other trademarks or service marks of Company without prior written consent.
    Failure to comply with the provisions set forth above may result herein (at the Company's sole discretion) in the termination or suspension of access to the Services (or any part or feature thereof), without derogating from any other remedy the Company is entitled to under this Agreement or applicable law.  
     

  5. Required Disclosures and Influencer’s Consent  

    1. When using the Services, the Partner grants the Company access to Influencer’s Data, or share Influencer’s Data with the Company, as needed for the purpose of the Services, and as detailed herein. Influencer Data will be processed by us, as detailed in our Privacy Policy.

    2. The Partner shall enter into an agreement with each Influencers, which will govern the relationship between the Partner and the Influencer (i.e., terms and privacy policy) (“Partner’s Terms”). In addition, prior to any data collection or share of Influencer’s Data, the Partner will obtain the Influencer’s consent to collect and transmit Influencer’s Data to the Company for the purpose of providing the Services, subject to applicable law requirements (“Influencer’s Consent”).

    3. The Partner is solely responsible for the content and effectiveness of the Partner’s Terms, Reward Terms, and the compliance of Influencer’s Consent with applicable laws. Upon request by the Company, the Partner shall provide the Company with applicable evidence for Influencer’s Consent.

    4. To the extent applicable to the parties, the parties shall comply with the terms and condition of the Data Processing Agreement attached hereto as Exhibit A.  

    5. No Legal Advice. Partner acknowledges and agrees that Partner is solely responsible for and should rely on its own legal counsel as to its own privacy disclosures and other legal requirements.
       

  6. Reports and Consideration

    1. Currently, Vizulit’s Services are offered as a free trail. 

    2. Vizulit may, at any time, decide the charge service fees in consideration for the Services, by providing you with a written notification. If you do not agree, your sole option is to uninstall the App and terminate the Agreement. Any continued use of the Services following receipt of such notification will be considered as your agreement to pay the services fee detailed in the applicable notification. 

    3. The Rewards shall be granted based solely on Company’s numbers and reports which will be available to the Partner through your dashboard, or will be sent by email. At the Company’s sole discretion (“Reports”). The Company’s Reports, books and records shall constitute final evidence regarding Rewards provided to Influencers under the Services.
       

  7. Representations and Warranties

    1. Each of the Company and the Partner represents and warrants that: (a) the Agreement constitutes a valid and legally binding obligation of it, enforceable against it in accordance with its terms; (b) it has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Agreement; and (c) the execution of  the Agreement or the performance by it of its obligations under the Agreement do not and will not violate any other obligation or agreement, law or regulation by which it is bound or to which it is subject. 

    2. The Partner further represents and warrants that: (a) it is the owner or has the legal rights in and to the Partner’s Platform; (b) the Partner or the Partner’s Platform will not violate any laws, rules and regulations and will not engage in, promote or contain any content or function which may be considered as illegal, offensive, harmful, misleading, deceptive, fraudulent, indecent, pornographic, obscene, sexual, racist, threatening, excessively violent, defamatory, hate speech, malware, viruses or Trojan, prescription drugs or weapons, etc.; and (c) the Partner’s Platform will not infringe upon any intellectual property right or privacy rights of any third party. 
       

  8. Term and Termination. 

    1. This Agreement will commence on the date the Partner downloaded the App and will continue in perpetuity unless it is terminated as set forth herein. 

    2. This Agreement may be terminated by either party, with or without a reason, at any time, effective immediately. You may terminate this Agreement and your use of the Services by uninstalling the App. 

    3. Without derogating from the above, at any time, the Company may terminate this Agreement immediately, suspend or terminate, temporarily or permanently limit, access to the Service, if the Company deems, at its sole discretion, that the Partner has breached any provisions of this Agreement, without derogating from any other remedies that may be available to the Company under any applicable law. Further, the Company may at any time, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently. 

    4. The Company does not assume any responsibility with respect to, or in connection with the termination or suspension of the Agreement or the Service operation and loss of any data. 

    5. Upon termination, by Company or by the Partner, for any reason, any license granted under this Agreement will immediately cease, and the Partner must cease any use of the Service. 

    6. All sections of this Agreement which by their nature are intended to survive termination, will survive termination or expiration for any reason. 
       

  9. Confidentiality. 

    1. For the purpose of this Agreement, "Confidential Information" shall mean any non-public, proprietary, confidential or trade secret information of a party that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, business procedures, technology and any related documentation, developments or other information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information shall not include any information which: (a) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (c) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof and the Receiving Party can show written proof of such independent development or (d) required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure in order for the Disclosing Party to obtain a Protective Order and the disclosure shall be limited to the extent expressly required; (e) is approved for release by prior written authorization of the Disclosing Party; or (f) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality.

    2. During the term of this Agreement and for a period of three (3) years thereafter, each party agrees that it will not disclose or use the Confidential Information of the Disclosing Party without the Disclosing Party's prior written consent. Each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information, during the term of this Agreement and for a period of one (1) year thereafter to prevent the disclosure of the other party’s Confidential Information other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for such party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section. This Confidentiality section shall survive any termination or expiration of this Agreement as set forth herein.
       

  10. Disclaimer of Warranties
    THE SERVICES ARE PROVIDED "AS-IS" AND “AS-AVAILABLE”. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, THE COMPANY MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT OR THOSE ARISING IN THE COURSE OF OR CONNECTED TO ITS PERFORMANCE HEREUNDER, AND DISCLAIMS ANY SUCH WARRANTIES. IN ADDITION, COMPANY DOES NOT WARRANT THAT: (I) THE SERVICE WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED; OR (III) THE PARTNER WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM THE SERVICE. 
     

  11. Limitation of Liability. 
    EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL COMPANY OR ITS SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNEES (COLLECTIVELY, “COMPANY GROUP”) BE LIABLE TO THE PARTNER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING TO ANY DAMAGES FOR THE USE OR INABILITY TO USE THE SERVICE OR ANY PART THEREOF, LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, SYSTEM FAILURE OR COSTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE OR ANY PART THEERIN UNDER ANY THEORY OF LIABILITY, INCLUDING FOR CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT THE COMPANY GROUP WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO THE PARTNER, AN INFLUENCER OR ANY OTHER PERSON AS A RESULT OR IN CONNECTION WITH THE SERVICES. THE PARTNER’S USE OF THE SERVICES AND ADS ARE ENTIRELY AT ITS OWN RISK. WITHOUT DEROGATING FROM THE FOREGOING, COMPANY'S MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THE CONSIDERATION RECEIVED BY COMPANY FROM PARTNER DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE FIRST CLAIM TO ARISE UNDER THIS AGREEMENT.
     

  12. Indemnification. 
    Partner shall indemnify, defend, and hold harmless the Company and the Company's representatives from and against any claim, action, loss, liability, damage, penalty, cost or expense (including reasonable legal fees for attorneys) that the Company may suffer or incur as a result of: (a) any failure by the Partner to comply with the terms of this Agreement; (b) any negligence or willful misconduct of the Partner; (c) any alleged or actual violations by the Partner or the Partner’s Platform of any applicable law, regulation or rule; or (d) any infringement of third party rights, including intellectual property rights and privacy rights, resulting from the Partner’s actions or omissions. Partner will fully cooperate with the Company in the defense and settlement of any third party claim and at the Company's demand will assume responsibility for the investigation, preparation, defense, trial and settlement of such claim, with the express provision that Partner will not settle the claim without the Company's prior written explicit approval.  
     

  13. Dispute Resolution. 
    This Agreement is governed by and construed in accordance with the laws of the State of Israel without giving effect to its conflict of laws provision. Any dispute arising in connection to this Agreement shall be brought exclusively before the applicable courts in Tel - Aviv, Israel and both parties hereby consent to such jurisdiction and venue. 
     

  14. General. 
    The Partner may not assign any of its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, and any attempt to do so shall be deemed void or a material breach of this Agreement. Company may assign this Agreement at all time.; Neither party shall be liable hereunder for any failure or delay in the performance of its obligations hereunder due to any condition beyond its reasonable control, including without limitation to, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war and governmental action; The parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create any agency, partnership or joint-venture relationship between the parties. If any provision of the Agreement is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise unenforceable, such provision shall be interpreted so as to best accomplish its intended objectives and the remaining provisions will not be affected and will continue in full force and effect. The failure to require performance of any provision of the Agreement shall not affect a party’s right to require performance at any time thereafter; nor shall a waiver of a breach of any provision constitute a waiver of the provision itself or a waiver on another occasion; The Partner hereby grants the Company with the license to use the Partner’s name, the Partner’s Platform name, icons and images, etc. solely for Company’s marketing purposes; This Agreement, including all exhibits and schedules attached thereto, sets forth the entire understanding between the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous written agreements and discussions concerning the subject matter of this Agreement. 

Exhibit A

DATA PROCESSING AGREEMENT

This Data Processing Agreement (“DPA”) only applies to the extent that EU Data Protection Law (as defined below) applies to the Processing of Personal Data under this Agreement, including if (a) the Processing is in the context of the activities of an establishment of either party in the European Economic Area (“EEA”) or (b) the Personal Data relates to Data Subjects who are in the EEA and the Processing relates to the offering to them of goods or services or the monitoring of their behavior in the EEA by or on behalf of a party. Notwithstanding the above, this DPA and the obligations hereunder do not apply to aggregated reporting or statistics information a party may collect from end users or provide to the other party, which does not constitute or contain Personal Data. Capitalized terms not defined hereunder shall have the meaning ascribed to them in the Agreement to which this DPA is attached. 

 

  1. DEFINITIONS

    1. Data Protection Law" means any and all applicable privacy and data protection laws and regulations (including, where applicable, EU Data Protection Law) as may be amended or superseded from time to time. 

    2. "Controller", "Processor", "Data Subject", "Personal Data", "Processing" (and "Process"), “Personal Data Breach” and "Special Categories of Personal Data" shall all have the meanings given to them in EU Data Protection Law. 

    3. "EU Data Protection Law" means the (i) EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); (ii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended (e-Privacy Law); (iii) any national data protection laws made under, pursuant to, replacing or succeeding (i) and (ii); and (iv) any legislation replacing or updating any of the foregoing.

    4.  “Security Incident" means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data of the other party. For the avoidance of doubt, any Personal Data Breach of the other Party’s Personal Data will comprise a Security Incident. 
       

  2. RELATIONSHIP OF THE PARTIES 

    1. The parties acknowledge that in relation to Personal Data Processed under this Agreement, as between the parties, Partner is the Controller of Personal Data, and that Company, in providing the Service is acting as a Processor on behalf of Partner (i.e., the Controller). The subject matter and duration of the Processing carried out by the Processor on behalf of the Controller, the nature and purpose of the Processing, the type of Personal Data and categories of Data Subjects are described in Schedule 1.
       

  3. REPRESENTATIONS AND WARRANTIES 

    1. The Partner represents and warrants that: (a) its Processing instructions shall comply with applicable Data Protection Law, and the Partner acknowledges that, taking into account the nature of the Processing, Company is not in a position to determine whether the Partner’s instructions infringe applicable Data Protection Law; and (b) it will comply with EU Data Protection Law, specifically with the lawful basis for Processing Personal Data. 

    2. The Company represents and warrants that it shall process Personal Data, as set forth under Article 28(3) of the GDPR and Schedule 1 attached herein, on behalf of the Partner, solely for the purpose of providing the Service. Notwithstanding the above, in the event required under applicable laws, Company may Process Personal Data other than as instructed by Partner, in such event, Company shall make best efforts to inform Partner of such requirement unless prohibited under applicable law.
       

  4. PROCESSING OF PERSONAL DATA AND COMPLIANCE WITH DATA PROTECTION LAW 

    1. Partner represents and warrants that Special Categories of Data shall not be Processed or shared in connection with the performance of Company’s obligations under the Agreement, unless agreed in writing by Company and shared in accordance with applicable Data Protection Law.

    2. Unless otherwise agreed to in writing by the parties, Partner shall not share any Personal Data with Company that contains Personal Data relating to children under 16 years old.

    3. Partner shall maintain a publicly-accessible privacy policy that is available via a prominent link that satisfies transparency disclosure requirements of Data Protection Law, specifically in compliance with Article 13 and Article 14 of the GDPR. Partner shall ensure that it obtains a proper affirmative act of consent from Data Subjects in the event required in accordance with applicable Data Protection Law and other relevant privacy requirements in order to Process Personal Data as set out herein. Partner shall not share with Company any Personal Data that the Data Subject did not provide applicable consent to Process and share such data. 
       

  5. RIGHTS OF DATA SUBJECT AND PARTIES COOPERATION OBLIGATIONS
    It is agreed that where Company receives a request from a Data Subject or an applicable authority in respect of Personal Data Processed by Company, where relevant, Company will direct the Data Subject or the applicable authority to Partner in order to enable Partner to respond directly to the Data Subject’s or applicable authority’s request, unless Company is required otherwise under applicable laws. Both parties shall provide each other with commercially reasonable cooperation and assistance in relation to handling of a Data Subject’s or applicable authority’s request, to the extent permitted under applicable Data Protection Law. Notwithstanding the above, the parties shall cooperate reasonably and in good faith in order to respond to any correspondence or request by the Commission or Supervisor Authorities in accordance with any requirements under applicable Data Protection Law.
     

  6. SUB-PROCESSOR
    The Partner acknowledges that Company may transfer Personal Data to and otherwise interact with third party data processors (“Sub-Processor”). Partner hereby, authorizes the Company to engage and appoint such Sub-Processors to Process Personal Data, as well as permits each Sub-Processor to appoint a Sub-Processor on its behalf. Company may, continue to use those Sub-Processors already engaged by the Company and the Company may, engage an additional or replace an existing Sub-Processor to process Personal Data provided that it notifies Partner. Company shall, where it engages any Sub-Processor impose, through a legally binding contract between the Company and Sub-Processor, data protection obligations no less onerous than those set out in this DPA on the Sub-Processor, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of the GDPR.
     

  7. TECHNICAL AND ORGANIZATIONAL MEASURES 
    Each party shall implement appropriate technical and organizational measures to protect the Personal Data and its security, confidentiality and integrity and the Data Subject’s rights.
     

  8. SECURITY INCIDENT
    Company will notify Partner upon becoming aware that an actual Security Incident involving the Personal Data Processed under this Agreement in Company’s possession or control has occurred, as Company determines in its sole discretion. Company’s notification of or response to a Security Incident under this Section 8 shall not be construed as an acknowledgment by Company of any fault or liability with respect to the Security Incident. Company will, in connection with Security Incident affecting Personal Data Processed under this Agreement: (i) take such steps as are necessary to contain, remediate, minimize any effects of and investigate any Security Incident and to identify its cause (ii) co-operate with Partner and provide Partner with such assistance and information as it may reasonably require in connection with the containment, investigation, remediation or mitigation of the Security Incident; and (iii) notify Partner in writing of any request, inspection, audit or investigation by a supervisory authority or other authority.
     

  9. AUDIT RIGHTS

    1. Company shall make available, solely upon prior written notice and no more than once per year, to a reputable auditor nominated by Partner, information necessary to reasonably demonstrate compliance with this DPA, and shall allow for audits, including inspections, by such reputable auditor solely in relation to the Personal Data Processed under this Agreement (“Audit”) in accordance with the terms and conditions hereunder. 

    2. The Audit shall be subject to the terms of this DPA and confidentiality obligations (including towards third parties). Company may object in writing to an auditor appointed by Partner in the event Company reasonably believes, the auditor is not suitably qualified or independent, a competitor of Company or otherwise manifestly unsuitable (“Objection Notice”). In the event of Objection Notice, Partner will appoint a different auditor or conduct the Audit itself. 

    3. Partner shall bear all expenses related to the Audit and shall make (and ensure that each of its mandated auditors makes) reasonable endeavors to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to the Company’s premises, equipment, personnel and business while its personnel are on those premises in the course of such Audit. Any and all conclusions of such Audit shall be confidential and reported back to the Company immediately.
       

  10. DATA TRANSFER
    Where EU Data Protection Law applies, neither party shall transfer Personal Data to a territory outside of the EEA unless it has taken such measures as are necessary to ensure the transfer is in compliance with EU Data Protection Law. Such measures may include (without limitation) transferring the Personal Data to a recipient in a country that the European Commission has decided provides adequate protection for Personal Data. 
     

  11. CONFLICT 
    In the event of a conflict between the terms and conditions of this DPA and the terms and conditions of the Agreement, this DPA shall prevail. Except as set forth herein all of the terms and conditions of the Agreement shall remain in full force and effect.

 

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