In addition to the terms defined elsewhere in this Agreement, capitalized terms used in this Agreement have the meaning set out below:
The Agreement means the License Agreement for Priiize (Envision Dennis Romano LLC) comprising the Specific Terms and Conditions and the General Terms and Conditions hereto.
Business Day means a day on which banks are generally open for business in the United States.
Confidential Information means any information of a non-public, confidential or proprietary nature, whether of commercial, financial or technical nature, customer-, supplier-, product- or production-related or otherwise, including samples, Information, and specifications relating to Priiize (Envision Dennis Romano LLC), patent applications, process designs, process models, materials and ideas, disclosed by the Licensor to the Licensee. Such Information may be disclosed in any form, provided that it is disclosed reasonably in connection with the Agreement.
Control means the power, factual or by law, to exercise a decisive influence on the designation of the majority of the directors of a company or its management. Notably, there is legal control when it results from the possession of the majority of the voting rights linked to the shares of the controlled company.
Impression means playing a given video or audio source without exchanging such a video or audio source with another video or audio source. For the avoidance of doubt, pausing and playing, or seeking in the same video or audio source, is considered the same Impression.
Intellectual Property Rights means any intellectual property rights, including copyrights, trade and Service marks, trade names, rights in logos and get-up, inventions, Confidential Information, trade secrets and Know-How, registered designs, design rights, patents, utility models, all rights of whatsoever nature in computer software and data, all intangible rights and privileges of nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for registration, all renewals, reversions or extensions, the right to sue for damages for past infringement and all forms of protection of a similar nature which may subsist anywhere in the world.
Know-How means any information relating to commercial, scientific and technical matters, inventions, and trade secrets, including but not limited to any patentable technical or other information which is not in the public domain, including information comprising or relating to concepts, discoveries, data, designs, formulae, ideas, reports and data analyses.
Taxes any value-added tax (VAT), sales tax, income tax, consumption tax, or any other similar tax, duty, fee, levy or additional governmental charge, customs duties, and other levies.
2. GRANT OF LICENSE
2.1.1. In consideration of the timely payment by the Licensee to the Licensor of the License Fee and in accordance with the General and Specific Terms and Conditions, the Licensor grants to the Licensee, and the Licensee accepts from the Licensor, a non-exclusive and non-transferable right, and license to use Priiize (Envision Dennis Romano LLC) for the creation, distribution, validating and use of digital coupons.
2.1.2. This License is expressly limited to the Term of this Agreement mentioned in the Specific Terms and Conditions.
2.1.3. For the avoidance of doubt, the license granted under Clause 2.1 shall not include any modifications or upgrades of any kind to Priiize (Envision Dennis Romano LLC) made by the Licensor after the Effective Date except for the upgrades that have been made publicly available in accordance with Clause 7.
The Licensee shall not be entitled to grant sub-licenses of the rights granted under Clause 2.1 without the Licensor’s prior written consent.
2.3. Reverse Engineering / Modifications
Unless enforcement of this provision is prohibited by applicable law, the Licensee may not decompile, disassemble, reverse engineer, decipher, decrypt or otherwise attempt to discover the source code or any other parts of the mechanisms and algorithms used for Priiize (Envision Dennis Romano LLC) nor create derivative works of Priiize (Envision Dennis Romano LLC) or of any part of Priiize (Envision Dennis Romano LLC). The Licensee may not alter, modify, adapt, port, or merge Priiize (Envision Dennis Romano LLC) or any part thereof.
The Licensee recognizes that all Intellectual Property Rights and Know-How related to Priiize (Envision Dennis Romano LLC) shall remain the Licensor’s property. Unless otherwise agreed upon between the Parties, the Licensor shall own any Intellectual Property Rights in any enhancements or modifications made to Priiize (Envision Dennis Romano LLC).
3. FEES AND REMUNERATION
3.1. License Fee
3.1.1. The Licensee shall pay to the Licensor a monthly or yearly recurring license fee (the License Fee) as set out below.
3.1.2. The License Fee will be subject to a yearly evaluation and can be adapted by the Licensor.
The License Fee or any relevant part thereof will be the amount in dollars (USD) mentioned on the invoice. The prices on the invoice are always excluding VAT and other Taxes, which are at the expense of the Licensee. All invoices are payable online or at Envision Dennis Romano LLC registered office within 15 (fifteen) calendar days after the date of the invoice. Late or non-payment will make all other invoices, even non-due invoices or invoices for which a term of payment was granted, immediately due. In case of late or non-payment of any amount owing to Envision Dennis Romano LLC, such amount shall bear interest at the rate of 1% per month from the date on which such amount has become due and payable, without any notice. Moreover, in case of late payment, the invoice amount will be increased by a fixed compensation of 10%, with a minimum of  DOLLARS.
Furthermore, PRIIIZE (ENVISION DENNIS ROMANO LLC) has the right to recover compensation for all costs, such as collection charges and legal fees, prices, and attorney’s fees, both for the legal and non-legal actions. These costs are not included in the fixed compensation. Notwithstanding the foregoing, PRIIIZE (ENVISION DENNIS ROMANO LLC) reserves the right to deny access to the product due to default or non-payment. Received payments are first charged on overdue interest, damages, and recovery costs, then the principal of the oldest due invoice, regardless of any note(s) with the payment(s).
3.2.2. Guaranties and securities
The Licensor may at any time demand guaranties and securities of the Licensee, which it deems appropriate given the good execution of the Licensee’s commitments.
4. COMMENCEMENT AND DURATION
This Agreement shall commence on the Effective Date and shall, subject to the provisions of Clause 5, continue in effect for a definite duration of one (1) year (and each such one year period a Term and the expiry date of each such term, the End Date).
This Agreement will be tacitly renewed for consecutive Terms unless one of the Parties terminates the Agreement in accordance with Clause 5.1.1.
5.1.1. If the Licensor started a monthly payment subscription, the Licensor may terminate this Agreement before the monthly billing End Date by giving one (1) day prior written notice to PRIIIZE (ENVISION DENNIS ROMANO LLC).
5.1.2. Without prejudice to any other rights to which it may be entitled, either Party may give notice in writing to the other Party terminating this Agreement with immediate effect and without court authorization:
a) if the other Party commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within fifteen (15) calendar days of that Party being notified in writing of the breach; in any case, the following (non-exhaustive) list of events will be considered as a material breach:
i. the Licensee fails to pay the License Fee within the agreed payment terms as set out in Clause 3.2.1 above;
ii. the Licensee prevents the Licensor from tracking impressions or causes the Information resulting from the tracking of the impressions to be incorrect or invalid as set out in Clause 8;
iii. The Licensee uses the license in violation of its purpose, contrary to the normal use, the public order, or any other regulation.
b) if an order is made or a resolution is passed for the winding up of the other Party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other Party or if a receiver is appointed of any of the other Party’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager of which entitle the Court to make a winding-up order or if the other Party takes or suffers any similar or analogous action in consequence of debt;
c) in case of a change of Control of the Licensee.
5.2. Effects of termination
All rights granted to the Licensee under this Agreement shall forthwith terminate and immediately revert to the Licensor. All use of Priiize (Envision Dennis Romano LLC) shall be discontinued.
5.2.2. Accrued Rights and Obligations.
Termination of this Agreement for any reason shall not release any Party hereto from any obligation which, at the time of such termination, has already accrued and become due to the other Party or which is attributable to a period before such termination nor preclude either Party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.
5.2.3. Unpaid amounts
In case of termination of this Agreement, for any reason whatsoever, all unpaid License Fees shall become immediately collectible. The Licensor shall be entitled, in addition to any other remedies available to it, to take all necessary steps to collect such amounts, together with all costs, indemnities, compensations, damages, fees, and expenses incurred by the Licensor.
6.1.1. Support queries (relating to the use of the Priiize (Envision Dennis Romano LLC) and errors in or downtime of Priiize (Envision Dennis Romano LLC) must be submitted via email to hello@Priiize.com within the shortest delay of becoming aware of the disturbance in use or the occurrence of the error.
6.1.2. The Licensee will use its best efforts to react to the support queries within two working days.
The Licensor shall make available to the Licensee general documentation regarding the minimum technical requirements, the suitability, the integration, the features, and compatibility of Priiize (Envision Dennis Romano LLC) on its website (https://www.Priiize.com).
7.1. The Licensor has no obligation whatsoever under this Agreement to upgrade, modify or release new versions of Priiize (Envision Dennis Romano LLC).
7.2. The Licensee shall only be entitled to upgrades of Priiize (Envision Dennis Romano LLC) that have been made publicly available by the Licensor.
8. TRACKING OF IMPRESSIONS
The Licensor will have at all times the right to track the impressions on Priiize (Envision Dennis Romano LLC). The Licensee may not prevent the Licensor from tracking impressions or cause that the Information resulting from the tracking of the impressions is incorrect or invalid.
9. MARKETING AND USE OF NAME
The Licensee may not use the Licensor’s trademarks, service marks, logos, and branding in any external publicity material without the Licensor’s prior written consent. The Licensor may refer to the Licensee’s name, trademarks, service marks, logos, and branding as well as the Priiize (Envision Dennis Romano LLC) of the license in (i) marketing and publicity materials as an indication of its experience, and (ii) internal data systems.
The Licensor warrants that Priiize is in accordance with the minimum technical requirements provided by the Licensor to the Licensee in accordance with Clause 6.2. The Licensor does not provide any guarantee as to quality/suitability/features/compatibility of Priiize other than as mentioned in the general documentation (cf. Clause 6.2). 10.2. As is Priiize is provided “AS IS” and, except as specified in this Clause 10, and is provided without warranty of any kind, express or implied, including but not limited to the warranties of merchantability or fitness for a particular purpose not expressly agreed on between the Parties.
10.3. Third parties
10.3.1. The Licensor will not indemnify nor hold harmless the Licensee against any infringements of any rights of third parties.
10.3.2. The Licensee will be exclusively responsible for payment of royalties to third parties in connection with the use of Priiize by customers of the Licensee. 10.4. Privacy
The Licensee is solely responsible for collecting personal data of its (potential) customers and compliance with the applicable laws on privacy and data protection.
11. LIMITATION OF LIABILITY
11.1. The Licensor’s total aggregate liability to the Licensee or any third party, whether in a contract (including under any indemnity or warranty), in tort (including negligence) under warranty, under statute or otherwise, under or in connection with this Agreement shall be limited to the amount of the yearly License Fee of the preceding Term.
11.2. Notwithstanding any other provision of this Agreement, the Licensor shall not be liable vis-a-vis the Licensee or to any third party, whether in a contract (including under any indemnity or warranty), in tort (including negligence) under warranty, under statute or otherwise, under or in connection with this Agreement for any lost revenue, lost profit, lost data or corrupted data, or indirect or consequential damages, however, caused, arising out of the use of or inability to use Priiize (Envision Dennis Romano LLC) even if the Licensor has been advised of the possibility of such damages.
12.1. Treatment of Confidential Information
12.1.1. The Licensee agrees and undertakes that for the duration of this Agreement as well as for ten (10) years after that, it will keep confidential and will not use for its purposes nor without the prior written consent of the Licensor divulge to any third party any Confidential Information concerning the Licensor or its activity it has received or obtained in the framework of this Agreement.
12.2. Release from restrictions
The provisions of Clause 12 shall not apply to any Confidential Information of the Licensor that:
a) at the time the Licensee discloses it to a third party or uses it, is generally known to the public through no fault of the Licensee; or
b) at the time the Licensee uses it or discloses it to a third party, has been made available to the Licensee by a third party having the lawful rights to do so without breaching any such obligation of non-use or confidentiality; or
c) is proven by the Licensee to have been independently developed by the Licensee without making use of the Confidential Information; or
d) the Licensee is required to disclose to comply with applicable laws, or to comply with governmental regulations, provided that the Licensee provides prior written notice of such disclosure to the Licensor and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure and affords the Licensor as much notice as possible of such disclosure to allow the Licensor to do likewise.
12.3. Confidential terms
Each Party agrees not to disclose any terms of this Agreement, with the exception of the permitted disclosure under Clause 9, to any third party without the prior written consent of the other Party who must not unreasonably refuse, withhold or delay the giving of consent.
This Clause 12 shall remain in full force and effect notwithstanding any termination of this Agreement.
13. MISCELLANEOUS PROVISIONS
13.1. Independent contractors
Both Parties are independent contractors under this Agreement. Consequently, nothing in this Agreement is intended or may be construed so as to establish a partnership or joint venture between the Parties, and neither Party shall have the authority (actual or apparent) to bind the other Party.
13.2. No implied rights
Other than expressly provided for in this Agreement, nothing in this Agreement grants or shall be construed to grant to any Party any right and any license to any Intellectual Property right or application, therefore (including but not limited to patent applications or patents) which are held by and in the name of the other Party and which are controlled by the other Party, or to any Confidential Information received from the other Party.
13.3. Force Majeure
Except for payment obligations, neither Party shall be held in breach of its obligations hereunder to the extent only that due performance or observance of such obligation is prevented or delayed by war and other hostilities, civil commotion, accident, trade disputes, acts or restraints of government imposition or restrictions of imports or exports or any other cause not within the control of the Party concerned.
The Party concerned shall forthwith notify the other Party of the nature and effect of such event, and both Parties shall, where the same is practicable, use every reasonable endeavor to minimize such impact and to comply with the respective obligation herein contained as nearly as may be in their original form.
Save as otherwise provided in this Agreement; each Party bears its own costs relating to the negotiation, preparation, and execution and implementation by it of this Agreement and all other ancillary documents.
All notices or other communication required or permitted to be given in writing under this Agreement must be given in the English language by email (confirmed by registered mail or express courier service).
13.6. Other agreements – amendments
This Agreement and any agreement entered into pursuant to this Agreement constitutes the entire Agreement between the Parties and supersedes and replaces any and all prior negotiations, arrangements, and understandings, whether or not in writing, between the Parties with respect to the subject matter of the Agreement. No variation of this Agreement is valid unless it is in writing and signed by or on behalf of each Party.
This Agreement is binding upon and inures for the benefit of the successors of the Parties but may not be assigned, except with the prior written consent of the other Party.
No failure or delay by any Party in exercising any right or remedy provided by law or pursuant to this Agreement will impair such right or remedy or be construed as a waiver of it and will not preclude its exercise at any subsequent time, and no single or partial exercise of any such right or remedy will preclude any further exercise of it or the exercise of any other remedy.
If any provision of this Agreement or of any of the documents contemplated in it is held to be invalid or unenforceable, then such provision will (so far as it is invalid or unenforceable) have no effect and will be deemed not to be included in this Agreement or the relevant document, but without invalidating any of the remaining provisions of this Agreement or that document. The Parties must then use all reasonable endeavours to replace the invalid or unenforceable provision by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
14. GOVERNING LAW AND JURISDICTION
14.1. This Agreement is governed by and must be construed and interpreted in accordance with the laws of the United States.
14.2. The courts of the state of New Jersey, USA, have exclusive jurisdiction over any dispute arising out of or related to this Agreement, including its termination.
15. FAIR USE POLICY
We have a fair use policy for each subscription plan. Each plan allows a specific amount of user interactions, as stated on our pricing page. If you use more user interactions as allowed, your plan will be upgraded to a higher plan by you.
16. CANCELLATION POLICY
These policies apply to all Priiize (Envision Dennis Romano LLC) software subscriptions and licenses sales. Before you make a purchase decision, please read about our products to ensure that the software meets your needs. We can also provide solutions to help you evaluate our software before you make your purchase.
16.1. Cancellation Requests: Once your order has been processed, Priiize (Envision Dennis Romano LLC) does accept cancellation requests within 3 days of purchase, provide refunds. Your order is processed when right after your payment is processed. Invoices are generated by our credit card processor, in which you receive a record of your purchase.
16.2. Your subscription starts when you activate it by Credit Card. Once you activate your subscription, Priiize (Envision Dennis Romano LLC) does not accept any changes to subscription start dates. We do not automatically bill your subscription every period. You must process your payment at the start of any period.
16.3. Subscription Cancellations: If you decide that Priiize (Envision Dennis Romano LLC) is not the right software for you, you can cancel at any time your subscription by contacting us at firstname.lastname@example.org.
Part II. Data Processing
This Part II specifies the obligations of the Parties concerning the Processing of Personal Data of which the Client is the Controller, or in respect of which the Client has a Processing or sub-processing relationship with the Controller, for the purposes of the applicable Data Protection Laws, within the scope of and related to the Agreement for the provision of Services between the Parties. Article 17(2) of the Data Protection Directive 95/46/EC (the “Directive”) as well as Article 28(3) of the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”) places certain obligations upon Client acting as a Controller or Processor, to ensure that any processor it engages provides sufficient guarantees in respect of the technical security measures and organizational measures governing the Processing to be carried out.
Under the applicable telecom and Data Protection Laws, providers of public electronic communication services shall act as independent controllers with respect to the Processing of Personal Data which is necessary for the operation of the electronic communication service, which shall include any information Processed for the conveyance of a communication (Traffic Data) on an electronic communications network or the billing thereof.
17. Definitions and interpretation
In Part II of these Terms and Conditions, except where set forth; otherwise, the following terms shall have the following meanings:
17.1 Data Protection Laws: the Data Protection Laws of the country in which Client is established and any Data Protection Laws applicable to Client and Priiize (Envision Dennis Romano LLC) in connection with the Agreement.
Personal Data: any information relating to an identified or identifiable natural person (‘Data Subject’) that is Processed by Priiize in its role as Processor as part of providing the Service to Client under the Agreement. For the avoidance of doubt, Processing of personal data which is necessary for the operation of the electronic communication service and business contact information of Client shall not be subject to Part II of these Terms and Conditions.
Processing/to Process: any operation or set of operations which is performed on Personal Data, whether or not by automatic means, including collecting, accessing, storing, using, combining, transferring, disclosing or deleting of Personal Data.
Technical and Organizational Measures: measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against all other unlawful forms of Processing.
Personal Data Breach: a breach of security leading to the accident or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise Processed.
The expressions such as, ‘Data Subject’, ‘Processor’, ‘Controller’, ‘Data protection impact assessment’, etc. shall have the meaning ascribed to them in the Data Protection Laws.
17.2 References in Part II of these Terms and Conditions to the Data Protection Laws shall be replaced with or incorporate references to any laws replacing or amending those Data Protection Laws, and the equivalent terms defined in such laws, once in force and applicable.
17.3 Notwithstanding anything in Part II of these Terms and Conditions, Priiize (Envision Dennis Romano LLC) will have the right to collect, extract, compile, synthesize and analyze non-personal identifiable data or Information resulting from Client’s use or operation of the Services including, by way of example and without limitation, Information relating to volumes, frequencies, bounce rates, or any other information regarding communications (“Service Data”) Client, its End Users or recipients generate and send using the Services. To the extent any Service Data is collected or generated by Priiize, such data will be solely owned by Priiize (Envision Dennis Romano LLC) and may be used by Priiize (Envision Dennis Romano LLC) for any lawful business purpose without a duty of accounting to Client, provided that such data is used only in an aggregated form, without directly identifying any person. For the avoidance of doubt, Part II of these Terms and Conditions will not apply to Service Data containing Personal Data.
17.4 In case of any conflict, the provisions of this Part II concerning Processing of Personal Data shall take precedence over the provisions of the Agreement and/or Part I. Where individual provisions of this Part II are invalid or unenforceable, the validity and enforceability of the other provisions shall not be affected.
18. Obligations of the Client
18.1.1 Client shall, in its use of the Service, Process Personal Data in accordance with the requirements of Data Protection Laws. For the avoidance of doubt, the Client’s instructions for the Processing of Personal Data shall comply with Data Protection Laws. Client shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Client acquired Personal Data.
18.1.2 Client shall maintain accurate and complete records of the use of the Service under the Agreement during the term and as required under the Data Protection Laws. Upon reasonable written notice, Client shall provide Information as requested and where required by Priiize (Envision Dennis Romano LLC), any Operator, regulator, or other competent authority. Without limiting the generality of any other provision of the Agreement, prior to using the Service, Client shall obtain the verifiable informed consent of the End Users or be able to provide confirmation of the lawful basis for Processing in accordance with applicable legislation and regulations, and shall maintain a record of each such consent and/or lawful basis.
19. Obligations of the Processor
19.1.1 Priiize (Envision Dennis Romano LLC) shall Process Personal Data in accordance with this Part II and the Agreement, and for the purposes and in the manner specified by Client from time to time in the Agreement and further instructions within the scope of the Agreement.
19.1.2 In case Priiize (Envision Dennis Romano LLC) is required to Process Personal Data under mandatory law as specified in this Part II of the Agreement, Priiize (Envision Dennis Romano LLC) shall for those purposes be considered an independent controller. If Priiize (Envision Dennis Romano LLC) is required to Process Personal Data under mandatory law, Priiize (Envision Dennis Romano LLC) shall inform Client hereof in writing before Processing unless the law prohibits providing such Information.
19.2 Technical and Organizational Measures
19.2.1 Taking into account state of the art, the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Priiize (Envision Dennis Romano LLC) shall implement appropriate Technical and Organizational Measures (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data) to ensure a level of security appropriate to the risk.
19.2.2 Priiize (Envision Dennis Romano LLC) shall test, assess, and evaluate the effectiveness of Technical and Organizational Measures for ensuring the security of the Processing on an ongoing basis. Priiize (Envision Dennis Romano LLC) shall continuously enhance and improve Technical and Organizational Measures.
19.3 Personnel requirements
Priiize (Envision Dennis Romano LLC) ensures that persons authorized to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
Priiize (Envision Dennis Romano LLC) agrees that it shall maintain the Personal Data in confidence. In particular, Priiize (Envision Dennis Romano LLC) agrees that it shall not disclose any Personal Data supplied to Priiize (Envision Dennis Romano LLC) by, for, or on behalf of Client to any third party without Client’s prior consent, except as foreseen and required for the performance of the Service under the Agreement or mandatory law.
19.5 Data Subject Rights
19.5.1 Where Client so instructs Priiize (Envision Dennis Romano LLC), Priiize (Envision Dennis Romano LLC) shall transfer, correct, delete or block Personal Data if Client receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”).
19.5.2 Priiize (Envision Dennis Romano LLC) shall promptly notify Client if Priiize (Envision Dennis Romano LLC) receives a Data Subject Request. Considering the nature of the Processing, Priiize (Envision Dennis Romano LLC) shall assist Client for the fulfillment of the Client’s obligation to respond to a Data Subject Request under Data Protection Laws. Priiize (Envision Dennis Romano LLC) shall assist Client in responding to such Data Subject Request, to the extent Priiize (Envision Dennis Romano LLC) is legally permitted to do so the response to such Data Subject Request is required under Data Protection Laws. To the extent legally permitted, Client shall be responsible for any costs arising from Priiize (Envision Dennis Romano LLC) ‘s provision of such assistance.
19.6 Assistance with Client’s compliance
Priiize (Envision Dennis Romano LLC) shall provide to Client further assistance reasonably required to ensure compliance with Client’s obligations under Data Protection Laws, including with respect to: (a) data protection impact assessment, by providing such Information and cooperation as Client may require for assisting Client in carrying out a data protection impact assessment and periodic reviews to assess if the Processing of Personal Data is performed in compliance with the data protection impact assessment; (b) prior consultation with a data protection supervisory authority regarding high-risk Processing.
19.7 Compliance, Information, and audit
19.7.1 Client has the right to appoint an accredited external expert at most once per year to audit the procedures regarding the data Processing for the Client. Priiize (Envision Dennis Romano LLC) will cooperate with such audit upon a reasonable prior written notice of no less than ten working days. Client shall reimburse Priiize (Envision Dennis Romano LLC) for any time expended by Priiize (Envision Dennis Romano LLC) for any such audit at Priiize (Envision Dennis Romano LLC) ‘s then-current professional services rates, which shall be made available to Client upon request. Before the commencement of any such audit, the Parties shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Client shall be responsible.
19.7.2 Priiize (Envision Dennis Romano LLC) is entitled to request that the external expert signs a confidentiality declaration in favor of Priiize (Envision Dennis Romano LLC). The confidentiality declaration shall contain the terms and conditions that are usual for this type of declaration. Any report or statement provided by the external expert shall be made available to Priiize (Envision Dennis Romano LLC). The Client shall ensure that the audit hinders Priiize (Envision Dennis Romano LLC) ‘s operations as little as possible.
Priiize (Envision Dennis Romano LLC) shall maintain complete, accurate and up to date records of Processing activities carried out on behalf of its Clients.
19.9 Affiliates and Sub-processors
19.9.1 Some or all of Priiize (Envision Dennis Romano LLC) ‘s obligations under the Agreement may be performed by Affiliates of Priiize (Envision Dennis Romano LLC). For the purpose hereof, an “Affiliate” means a legal entity directly or indirectly Controlling, Controlled by, or under common Control with Priiize (Envision Dennis Romano LLC), for so long as such control lasts. “Control” shall Priiize (Envision Dennis Romano LLC) through the direct or indirect ownership of more than 50% of the share capital of the legal entity or of more than 50% of the issued share capital entitling the holders to vote for the election of directors or persons performing similar functions. Priiize (Envision Dennis Romano LLC) and its Affiliates have entered into intra-company arrangements, under which its Affiliates Processing Personal Data adopt safeguards consistent with those of Priiize (Envision Dennis Romano LLC). Priiize (Envision Dennis Romano LLC) is responsible for compliance of its Affiliates’ with this Agreement.
19.9.2 Client acknowledges and agrees that (a) Priiize (Envision Dennis Romano LLC) ‘s Affiliates may be retained as Sub-processors; and (b) Priiize (Envision Dennis Romano LLC) and Priiize (Envision Dennis Romano LLC) ‘s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Provided always Priiize (Envision Dennis Romano LLC) or a Priiize (Envision Dennis Romano LLC) Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Agreement with respect to the protection of Personal Data to the extent applicable to the nature of the Service provided by such Sub-processor.
19.9.3 Priiize (Envision Dennis Romano LLC) shall be responsible for each of its Sub-processors to the same extent Priiize (Envision Dennis Romano LLC) would be responsible if performing the services of each Sub-processor directly under the terms of the Agreement.
19.10 International Data Transfers
Any transfer of Personal Data outside the European Economic Area (“EEA”) requires appropriate safeguards and conditions that include enforceable data subject rights and ensure effective legal remedies for data subjects are available. Priiize (Envision Dennis Romano LLC) shall ensure that transfer of Personal Data outside of the EEA takes place according to a written contract including provisions relating to security and confidentiality of the Personal Data and includes appropriate safeguards and conditions that enforceable Data subject rights and effective legal remedies for data subjects are available. Such contract shall comply with article 46 of the EU General Data Protection Regulation.
19.11 Breach Notification
In respect of a Personal Data Breach, Priiize (Envision Dennis Romano LLC) shall: (a) notify Client of a Personal Data Breach involving Priiize (Envision Dennis Romano LLC) or a sub-contractor without undue delay (but in no event later than forty-eight hours after becoming aware of the Personal Data Breach). (b) provide reasonable cooperation and assistance to Client in relation to any action to be taken in response to a Personal Data Breach under applicable Data Protection Laws, such as Art. 33(3) and 34(3) GDPR, including any communication of the Personal Data Breach to the Data Subject and data protection authorities.
Priiize (Envision Dennis Romano LLC) will promptly investigate a Personal Data Breach and take reasonable measures to identify its root cause(s) and prevent a recurrence. As Information is collected or otherwise becomes available, unless prohibited by law, Priiize (Envision Dennis Romano LLC) will provide Client with a description of the Personal Data Breach, the type of data that was the subject of the Personal Data Breach, and other information Client may reasonably request. The Parties agree to coordinate in good faith in developing the content of any related public statements or any required notices for the affected Data Subjects and the relevant data protection authorities.
Priiize (Envision Dennis Romano LLC) shall indemnify and hold harmless Client against claims by Data Subjects and penalties or fines imposed by a competent authority incurred by Client or for which Client might become liable, due to an attributable failure by Priiize (Envision Dennis Romano LLC) to comply with the obligations under this Part II or applicable Data Protection Laws. For the avoidance of doubt, the indemnification provided is strictly limited to the third party claims, as detailed in this article.
Client shall indemnify and hold harmless Priiize (Envision Dennis Romano LLC) against claims by Data Subjects and penalties or fines imposed by a competent authority incurred by Priiize or for which Priize (Envision Dennis Romano LLC might become liable, due to an attributable failure by the Client to comply with the obligations under this Part II or applicable Data Protection Laws.
21. Storage, retention, and deletion of Personal Data
Priiize (Envision Dennis Romano LLC) shall Process and retain data, including Personal Data, in accordance with applicable law, regulations, including but not limited to national telecom legislation and Data Protection Laws. The data, including Personal Data, submitted to the platform of Priiize (Envision Dennis Romano LLC) shall be processed and stored in accordance with the Priiize (Envision Dennis Romano LLC) ‘s data retention policy. The Personal Data shall be retained for no longer than is necessary for providing the Services under the Agreement, for the purposes as states in Part I and as far as required under applicable law. Priiize (Envision Dennis Romano LLC) shall de-identify or depersonalize data into anonymized data after the applicable retention period. This results in data that includes no Personal Data or unique identifiers that could later be used to refer to the Personal Data to which the data was once associated.
22. Description of Processing
22.1 Nature and Purpose of Processing
Priiize (Envision Dennis Romano LLC) will Process Personal Data as necessary to perform the Services according to the Agreement, as further specified in the Agreement, and as also instructed by Client in its use of the Services.
22.2 Categories of Data Subjects
The Client may submit data to Priiize (Envision Dennis Romano LLC) in using the Service, the content of which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
• (Potential) customers (who are natural persons) of Client or its clients;
• Employees, contractors, advisors, freelancers or persons hired by (customers of) Client;
• Contact persons of Client’s prospects, customers and business partners;
• Client’s users authorized by Client to use the Services.
22.3 Type of Personal Data
The Client may submit Personal Data to the Services, the extent of which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to the following categories of Personal Data: First and last name, Contact information (company, address, email, phone), IP address.
22.4 Purposes of Processing
The Personal Data is Processed for the following purposes: Provision of the Services as detailed in the Agreement, handling complaints and disputes, providing Information to emergency services, preventing fraud and criminal activities on Priiize (Envision Dennis Romano LLC) ‘s platform.
Part III. Messaging
In the event that messaging Services are a part of the Service provided to Client under the Agreement, the following conditions apply:
The Client is responsible for the content of all messages sent by the Client and guarantees that these comply with Applicable Law.
24. Additional Terms and Conditions Social Media and Push Services
24.1 Social Media and Push Services provide the Client with the possibility to communicate, share Information with, and regarding individual End-Users using Social Media applications and in-app push messaging. It is the sole responsibility of the Client to ensure the communication, the Information obtained and sent to the End User, is sufficiently secured and protected. That Client has received the required informed consent of each End User, or has a lawful basis, before Processing or transferring any information of said End-User using social media channels or push messaging. Priiize (Envision Dennis Romano LLC) shall not have any responsibility in this regard, and Priiize (Envision Dennis Romano LLC) shall provide (access to) Social Media and Push Services and all information on an “as-is” and “as available” basis.
24.2 The terms and conditions of the organizations providing the various social media platforms and services integrated into the Service apply to the Service by Client. It is the Client’s responsibility to ensure compliance with said general terms and conditions and Applicable Law.