Capitalized terms used in this Agreement have the meanings set forth below in addition to those defined elsewhere in this Agreement.
When we refer to the "Agreement," we are referring to the License Agreement for Imazecoupon.com that includes the "General Terms and Conditions."
Any day that U.S. banks are open for business is considered a "Business Day."
Samples, information and specifications related to Imazecoupon.com, patent applications, process designs, process models, materials, and ideas disclosed by the Licensor to the Licensee are all examples of Confidential Information. Any reasonable form of disclosure in connection with the Agreement shall suffice to show such information.
Having control of an organization means you have the legal or actual authority to appoint the majority of its board of directors and to make major decisions regarding the direction and daily operations of the business. Notably, legal control exists when one party holds the majority of the voting rights attached to the controlled company's shares.
To "impress" is to play one video or audio source without switching to another video or audio source. Pausing and playing the same video or audio file, or seeking within the same file, is considered to be the same Impression.
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, and all intangible rights and privileges of nature similar or allied to any of the foregoing are all examples of Intellectual Property Rights.
Information that is not in the public domain, such as ideas, concepts, discoveries, data, designs, formulae, reports, and data analyses, is considered "knowledge," and includes information that pertains to commercial, scientific, and technical matters, inventions, and trade secrets. "Terms and Conditions for Imazecoupon.com"
VAT, sales tax, income tax, consumption tax, and all other similar taxes, duties, fees, levies, and governmental charges, including customs duties and other levies, are all taxes.
2. LICENSE APPROVAL
Definition of License 2.1
2.1.1 The Licensor hereby grants to the Licensee, and the Licensee hereby accepts from the Licensor, a limited, nonexclusive, nontransferable right and license to use Imazecoupon.com for the purposes of creating, distributing, validating, and using digital coupons, subject to the payment of the License Fee in a timely manner and compliance with the General and Specific Terms and Conditions.
The duration of this License is defined in Section 2.1.2 as the duration of this Agreement.
Any changes or upgrades made to Imazecoupon.com by the Licensor after the Effective Date, other than those made publicly available in accordance with Clause 7, shall not be included in the License granted under Clause 2.1.
2.2.1 Sublicensing
No sublicenses of the rights granted under Clause 2.1 may be granted by Licensee without Licensor's prior written consent.
2.3. Alterations, or the Art of Taking Things Apart and Putting Them Back Together
Except where prohibited by law, the Licensee may not modify, adapt, translate, or create derivative works based on Imazecoupon.com or any part of Imazecoupon.com, including but not limited to the source code or any other parts of the mechanisms and algorithms used for Imazecoupon.com. Licensee shall not change, modify, adapt, port, merge, or otherwise deal with Imazecoupon.com in any way.
2.4 Possession
Licensee acknowledges that Licensor owns all rights, title, and interest in and to the Intellectual Property Rights and Know-How associated with Imazecoupon.com. Any changes or updates made to Imazecoupon.com will remain the property of the Licensor unless the Parties agree otherwise.
Thirdly, Compensation and Dues
3.1.1 License Costs
In accordance with Section 3.1.1 below, Licensee shall pay to Licensor a recurring license fee (the License Fee) on a monthly or annual basis.
3.1.2 The License Fee is subject to annual review and adjustment by the Licensor.
Third Section: Financial Requirements
Billing (3.2.1)
Amounts in will be applied to the License Fee or applicable portion thereof.
The bill clearly states "Us." Prices listed on invoices do not include taxes such as Value Added Tax, which must be paid by the Licensee. Within 30 (thirty) calendar days of the invoice date, cash or check must be delivered to IMAZECOUPON.COM. If one invoice is paid late or not at all, it triggers the immediate payment of all other invoices, whether or not they were previously past due or had a payment term agreed upon. Any sum owed to IMAZECOUPON.COM. that is paid late or not paid at all will accrue interest at the rate of 1% per month, beginning on the date such sum became due and payable, and continuing until paid, whether or not notice is given. Furthermore, a fixed compensation of 10%, with a minimum of [250] $ US, will be added to the invoice amount if payment is late. IMAZECOUPON.COM. also reserves the right to seek reimbursement for any and all expenses incurred in the course of taking either legal or extralegal action, including collection fees, court costs, and attorneys' fees. No provision has been made in the fixed compensation for these expenditures. However, IMAZECOUPON.COM. retains the right to terminate your access to the Product in the event of a default or nonpayment. No matter what is written on the memo line of a check or money order, payments received are applied first to accrued interest, damages, and recovery costs, and only then to the oldest outstanding invoice (s).
Securities and Guaranties 3.2.2
At any time, the Licensor may require the Licensee to provide such guaranties and securities as it deems necessary to ensure the proper performance of the Licensee's obligations.
4. EFFECTIVE DATE AND TERM
Subject to the provisions of Clause 5, the term of this Agreement shall begin on the Effective Date and shall run for a fixed period of one (1) year (and each such one year period a Term and the expiry date of each such Term, the End Date).
If neither Party terminates this Agreement in accordance with Clause 5.1.1, it will be automatically renewed for additional Terms.
5. DISMISSAL
Dissolution (5.1)
If the Licensor has initiated a monthly payment subscription, the Licensor may terminate this Agreement prior to the monthly billing End Date by providing one (1)day's written notice to IMAZECOUPON.COM. Such termination shall be effective immediately and shall not be subject to any further action by either Party or any court.
For purposes of this Agreement, the following (non-exhaustive) list of events will be considered as a material breach: 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;
If the Licensee does any of the following: I does not pay the License Fee within the agreed payment terms as set out in Clause 3.2.1 above; (ii) 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) uses the License in a way that is inconsistent with the License's intended use, with industry standards, with public order, or with any other regulation.
b) if an order is made or resolution is passed for the winding up of the other Party, or if an administrator is appointed 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, or which entitle the Court to make a winding-up order, or if the other
Consequences of Dismissal (5.2)
5.2.1.1 Overview
In such event, the Licensee's rights under this Agreement shall immediately terminate and revert to the Licensor. You are not allowed to use Imazecoupon.com any longer.
Rights and duties that have already accrued are discussed in Section 5.2.2.
The termination of this Agreement for any reason shall not relieve either Party from any obligation which has accrued and become due to the other Party as of the date of such termination or which is attributable to a period prior to such termination, nor shall it 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. Sample Provisions for Accrued Rights and Obligations (Law Insider)
Sums Owed as of 5.2.3
In the event of termination of this Agreement for any reason, Licensor shall be entitled, in addition to any other remedies available to it, to take any and all steps necessary to collect all unpaid License Fees, including all costs, indemnities, compensations, damages, fees, and expenses incurred by Licensor in connection therewith. (The "Terms and Conditions of Imazecoupon.com")
The 6th Element of a Successful Argument
6.1. Assistance
Emails to support@imazecoupon.com regarding any issues with the site (both when it's not working properly and when it is) should be sent as soon as possible after the user discovers the problem.
Within 2 business days of receiving a support inquiry, the Licensee will respond if at all possible.
Files and Records Requirements
On its website (https://www.imazecoupon.com), the Licensor shall make available to the Licensee general documentation regarding the minimum technical requirements, the suitability, the integration, the features, and the compatibility of Imazecoupon.com.
7 IMPROVEMENTS
The Licensor shall have no obligation to update, modify, or release new versions of Imazecoupon.com under this Agreement.
7.2 The Licensee is only eligible to receive Imazecoupon.com updates that the Licensor has made available to the general public.
8. RECORDING IMPACTS
The Licensor shall at all times have the right to monitor the number of times an advertisement appears on Imazecoupon.com. The Licensee shall not interfere with or cause the Licensor's ability to track impressions, nor shall the Licensee cause the information resulting from such tracking to be inaccurate or invalid.
NUMBER NINE: SPONSORSHIP AND NAME PROMOTION
Without Licensor's express written permission, Licensee may not use Licensor's trademarks, service marks, logos, and/or branding in any promotional materials distributed to the general public. When promoting its own expertise and internal data systems, Licensor may use Licensee's name, trademarks, service marks, logos, and/or branding, as well as the imazecoupon.com. content, in marketing and publicity materials.
10. GUARANTEES
Technical Details
Licensor guarantees that Imazecoupon.com meets the minimum technical requirements provided by Licensor to Licensee in accordance with Clause 6.2, but makes no other promises about the site's quality, suitability, features, or compatibility (cf. Clause 6.2). Except as expressly agreed between the Parties, Imazecoupon.com is provided "AS IS" and without warranty of any kind, express or implied, including, but not limited to, the warranties of merchantability or fitness for a particular purpose.
Tenth, Other People
According to Section 10.3.1, "the Licensor will not indemnify or hold harmless the Licensee against any infringements of any rights of third parties." The following are the terms and conditions for using the website imazecoupon.com (hereinafter referred to as "Imazecoupon.com"):
If a customer of the Licensee uses Imazecoupon.com, the Licensee will be solely responsible for any royalties owed to any third parties as a result of that use. 10.4 Privacy The Licensee shall be solely responsible for the collection of any personally identifiable information from its (potential) customers and for the subsequent compliance with all applicable privacy and data protection laws.
11. LIABILITY LIMITATION
In no event shall Licensor's total aggregate liability to Licensee or to any third party under or in connection with this Agreement exceed the amount of the annual License Fee for the immediately preceding Term, whether in contract (including under any indemnity or warranty), in tort (including negligence), under a warranty, under statute, or otherwise.
11.2. Notwithstanding any other provision of this Agreement, in no event shall Licensor be liable to Licensee or any third party 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 or in connection with the use of or inability to use the Licensor's Intellectual Property.
The 12th RULE OF CONFIDENTIALITY
First and Foremost: How to Handle Private Information 12.1
12.1.1 The Licensee agrees and undertakes that it will keep confidential and will not use for its own purposes or disclose to any third party any Confidential Information concerning the Licensor or its activity it has received or obtained in the framework of this Agreement, both during the term of this Agreement and for ten (10) years thereafter.
Term 12.2: Freedom from Restrictions
Any Confidential Information of the Licensor that is: a) generally known to the public through no fault of the Licensee at the time of such disclosure or use; b) 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) independently developed by the Licensee without access to or use of any Confidential Information of the Licensor.
12.3 Terms and Conditions of Confidentiality
Without the other Party's prior written consent, neither Party will disclose any of the provisions of this Agreement to any third party (other than as permitted by Clause 9), and the other Party will not unreasonably refuse, withhold, or delay providing such consent.
Survival 12.4
No expiration or termination of this Agreement will have any effect whatsoever on this Clause 12.
Part 13: OTHER PROVISIONS
Freelancers are defined as: 13.1
Under this Agreement, the Parties are not acting as partners or joint venture partners but rather as independent contractors. Therefore, the Parties are not, and this Agreement shall not be construed to create, a partnership, joint venture, agency, or other relationship where one Party has the power to bind the other.
No Rights Implied by Contract
Nothing in this Agreement, express or implied, grants or shall be construed to grant to any Party any right and/or any license to any Intellectual Property right or application therefore (including, but not limited to, patent applications or patents) held by and/or in the name of the other Party and/or which is controlled by the other Party, or to any Confidential Information received from the other Party.
Extent of Force Majeure 13.3
To the extent that the performance or observance of any obligation hereunder is prevented or delayed by reason of war or other hostilities, civil commotion, accident, trade dispute, acts or restraints of government imposition or restrictions of imports or exports, or any other cause not within the control of the Party concerned, then such Party shall not be in breach of its obligations hereunder except with respect to payment obligations.
Prompt notice of the nature and impact of any such event shall be provided to the other Party, and both Parties shall use their best efforts to mitigate the impact of any such event and to fulfill their respective obligations hereunder as nearly as possible in their original form. 13.4. Costs
Each Party shall be responsible for its own expenses in connection with the negotiation, preparation, execution, and implementation by it of this Agreement and all other ancillary documents, except as otherwise provided in this Agreement.
Observations 13.5
Any and all notices or other communications required or permitted to be given in writing under this Agreement shall be given in English via email (confirmed by registered mail or express courier service).
Amending Other Agreements, Section 13.6
All prior negotiations, arrangements, and understandings between the Parties with respect to the subject matter of the Agreement are hereby superseded and replaced by this Agreement and any agreement entered into pursuant to this Agreement. Any changes to this Agreement must be in writing and signed by or on behalf of each Party in order to be effective. ("Sample Clauses for Variation: 10,000 Examples | Law Insider")
Purpose 13.7: Assigning
No Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party, but this Agreement shall be binding upon and inure to the benefit of the successors of the Parties.
Acceptance of Waivers
The failure or delay of any Party to exercise, and the same shall not be construed as a waiver of, any right or remedy provided by law or pursuant to this Agreement, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise of that right or remedy or the exercise of any other remedy.
13.9, Severity
The invalidity or unenforceability of any provision of this Agreement or of any of the documents contemplated hereby shall not affect the validity or enforceability of the remaining provisions hereof or thereof, and the invalidity or unenforceability of any such provision shall not affect the validity or enforceability of any other provision of this Agreement or of such document. The Parties shall then use their best efforts to negotiate a replacement provision that is valid and enforceable and that comes as close as possible to the original provision's intended effect.
14 LAW AND JURISDICTION THAT WILL APPLY
This Agreement shall be governed by and construed and enforced in accordance with the laws of Florida, USA.
Any dispute arising out of or relating to this Agreement, including its termination, shall be subject to the exclusive jurisdiction of the courts located in the province of Florida, USA.
15 - RULES FOR REASONABLE USE
Each subscription plan comes with its own fair use policy. Our pricing page details the maximum number of interactions permitted for each plan. A higher tier of service will be unlocked for you if you exceed the maximum number of user interactions for your plan.
16. REFUND POLICY
All software license and subscription purchases made through Imazecoupon.com are subject to these terms and conditions. Take the time to learn more about our wares before making a purchase to make sure the software is a good fit for your needs. In addition, we offer services to help you test out our program before you buy it.
When an order has already been processed, Imazecoupon.com does not accept cancellation requests, RMAs, or give refunds. Once we receive payment and send you an invoice, we will begin working on your order.
You should have received information on how to activate your subscription and a start date for your subscription by now (16.2). When you pay for your subscription with a credit card or PayPal, your membership will begin. A subscription's start date cannot be modified after it has been activated on Imazecoupon.com. After your subscription is activated, you'll be charged every 30 days unless you cancel.
Cancelling Your SubscriptionYou can cancel your subscription at any time from your dashboard if you decide that Imazecoupon.com is not the right software for you. Note that cancellations must be received before the next billing date.
The Processing of Data, Section II
Within the context of and in connection with the Agreement for the provision of Services between the Parties, this Part II sets forth the respective responsibilities of the Parties with respect to the Processing of Personal Data for which the Client is the Controller, or in respect of which the Client has a Processing or sub-processing relationship with the Controller, as defined by the applicable Data Protection Laws. Client, in its capacity as Controller or Processor, shall, in accordance with Article 17(2) of the Data Protection Directive 95/46/EC (the "Directive") and 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"), require any processor it engages to provide sufficient guarantees in respect of the technical security measures and organizational measures governing the Processing to ensure compliance with the Directive and the GDPR.
To the extent that the provision of a public electronic communication service requires the Processing of Personal Data, including any information Processed for the purpose of the conveyance of a communication (Traffic Data) on an electronic communications network or for the billing thereof, the provider of such service shall act as an independent controller with respect to such Processing under the applicable telecom and Data Protection Laws.
17. Meanings and explanations
Unless otherwise defined, the following terms have the following meanings in Section II of these Terms and Conditions:
In connection with the Agreement, Client and/or Imazecoupon.com shall comply with all applicable Data Protection Laws, including but not limited to the Data Protection Laws of the country in which Client is established.
By "Personal Data," Imazecoupon.com means any and all information relating to an identified or identifiable natural person ("Data Subject") that is Processed by Imazecoupon.com in the course of providing the Service to Client under the Agreement. Part II of these Terms and Conditions does not apply to the processing of personal data when such processing is necessary for the operation of the electronic communication service or when such processing is related to Client's business contact information.
Processing means "carrying out, or causing to be carried out, any operation or set of operations (whether or not by automated means) on Personal Data, such as collecting, accessing, storing, using, combining, transferring, disclosing, or erasing of Personal Data" ("Terms and conditions.
Protections against the accidental or unlawful destruction, loss, alteration, disclosure, or access of Personal Data, as well as other forms of unlawful Processing, by means of appropriate technical and organizational measures.
A Personal Data Breach occurs when there is a negligent or malicious breach of security that results in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to Personal Data during transmission, storage, or other Processing.
terms like "Data Subject," "Processor," "Controller," "Data protection impact assessment," etc. shall have the meanings given to them in the Data Protection Laws.
Part II of these Terms and Conditions makes reference to the Data Protection Laws; once those laws are replaced or amended, references to the Data Protection Laws and the equivalent terms defined in those laws will be incorporated into Part II of these Terms and Conditions.
17.3 In addition to the rights granted to Imazecoupon.com in Part II of these Terms and Conditions, Client grants Imazecoupon.com the right to collect, extract, compile, synthesize, and analyze any non-personally identifiable data or information resulting from Client's use or operation of the Services, including, by way of example and not limitation, information relating to volumes, frequencies, bounce rates, or any other information regarding communications ("Service Data") Client, its End Users, or recipients generate or receive. Imazecoupon.com shall have all rights, title, and interest in and to any and all Service Data collected or generated by it, and shall not be under any obligation to account to Client for its use or disclosure of such Service Data, provided that such Service Data is used only in aggregated form, without directly identifying any person.
17.4 Any provision of the Agreement or Part I that is inconsistent with the provisions of this Part II regarding the Processing of Personal Data shall be null and void. If any provision of this Section 2 is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Paragraph 18: License Obligations
Observance 18.1
In its use of the Service, Client must comply with all applicable Data Protection Laws. 18.1.1. For clarity, Client's instructions for the Processing of Personal Data shall be in accordance with Data Protection Laws. (Authorization to Process Data Agreement) Accuracy, quality, and legality of Personal Data, as well as the means by which Client acquired Personal Data, are Client's sole responsibility. ("ADDENDUM FOR DATA PROCESSING - CONNECTWISE").
For the duration of the Agreement and in accordance with Data Protection Laws, Client shall keep accurate and complete records of Client's use of the Service under the Agreement. As and when requested in writing by Imazecoupon.com, any Operator, regulator, or other competent authority, Client shall provide such information. Without limiting the generality of any other provision of the Agreement, Client shall obtain 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, before using the Service.
19, Processor Obligations
19.1 Guidance
For the purposes and in the manner set forth by Client from time to time in the Agreement and further instructions within the scope of the Agreement, Imazecoupon.com shall Process Personal Data in accordance with this Part II and the Agreement.
For the purposes of this Part II or the Agreement, Imazecoupon.com shall be considered an independent controller if it is required to Process Personal Data in accordance with mandatory law. Unless prohibited by law, if Imazecoupon.com is required to Process Personal Data under mandatory law, Imazecoupon.com shall provide Client with written notice of such requirement prior to Processing.
19.2 Methodological and Structural Adjustments
Imazecoupon.com shall implement appropriate Technical and Organizational Measures (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss, alteration, or damage, unauthorized disclosure of, or access to, PHI) having regard to the 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.
19.2.2 On a regular basis, Imazecoupon.com will check how well the Technical and Organizational Measures are protecting the Processing. Imazecoupon.com shall consistently strengthen and improve its Technical and Organizational Measures.
Personnel Requirements 19.3
To protect your privacy, Imazecoupon.com verifies that all employees and third parties with access to your Personal Data have agreed to maintain its secrecy or are otherwise bound to do so by law.
The Right to Privacy and Other Protective Measures
The parties agree that Imazecoupon.com will keep the Personal Data private. Imazecoupon.com specifically agrees that it will not disclose any Personal Data provided to it by, on behalf of, or on the instructions of Client to any third party without Client's prior consent, except as expected and required for the performance of the Service under the Agreement or mandatory law.
Inclusion of Rights of Data Subjects in Article 19
19.5.1 If Client receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, right to restriction of Processing, erasure ("right to be forgotten"), data portability, object to the Processing, or its right not to be subject to automated individual decision making ("Data Subject Request"), Client may instruct Imazecoupon.com to transfer, correct, delete, or block the Personal Data.
If Imazecoupon.com receives a Data Subject Request, it will notify Client as soon as possible. 19.5.2. Imazecoupon.com shall assist Client in fulfilling Client's obligation to respond to a Data Subject Request under Data Protection Laws, taking into account the nature of the Processing. To the extent that Imazecoupon.com is permitted to do so and the response to such Data Subject Request is required under Data Protection Laws, Imazecoupon.com shall assist Client in responding to such Data Subject Request. The costs associated with Imazecoupon.com's provision of such assistance shall, to the extent permitted by law, be borne by Client. (A "SAMPLE CONTRACT")
19.6 Helping the Client Stay in Compliance
Imazecoupon.com shall provide to Client such further assistance as is 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 the purpose of 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 Laws.
19.7 Regulations, Data, and Verification
19.7.1 At most once per year, Client has the right to appoint an external, qualified expert to conduct an audit of Client data processing procedures. With at least ten days' written notice, Imazecoupon.com will cooperate with any such audit. Upon request, Imazecoupon.com will provide Client with its current professional services rates, which Client agrees to pay in full for any time spent by Imazecoupon.com in connection with any such audit. Before any such audit begins, the Parties must agree on its scope, timing, duration, and the reimbursement rate for which Client shall be responsible.
19.7.2 Imazecoupon.com may require the outside expert to sign a nondisclosure agreement in its favor. The confidentiality declaration must include the standard clauses for such a document. Imazecoupon.com shall have access to any report or statement made by the external expert. Customer is responsible for minimizing the impact of the audit on Imazecoupon.com's business operations.
19.8 Albums in the Books
Whenever Imazecoupon.com performs Processing on behalf of its Customers, it will keep detailed, correct, and up-to-date logs of all of those actions.
19.9 Partners and Agents
19.9.1 Imazecoupon.com may have its Affiliates carry out some or all of its duties under the Agreement. For purposes hereof, the term "Affiliate" shall refer to any legal entity that, at any time during the Term of this Agreement, controls, is controlled by, or is under common Control with Imazecoupon.com. The term "control" refers to the possession, directly or indirectly, of 50% or more of the voting power represented by issued shares in a publicly traded company, or in a legally separate entity with similar voting rights. The Affiliates of Imazecoupon.com that Process Personal Data have agreed to implement safeguards that are at least as protective as those implemented by Imazecoupon.com under the terms of the intra-company arrangements between the two companies. Imazecoupon.com shall be held liable for any breach of this Agreement by any of its Affiliates.
19.9.2 The Customer understands and agrees that (a) Imazecoupon.com Affiliates may be retained as Sub-processors, and (b) Imazecoupon.com and Imazecoupon.com Affiliates may retain third-party Sub-processors in connection with the provision of the Services. With respect to the protection of Personal Data to the extent applicable to the nature of the Service provided by such Sub-processor, Imazecoupon.com or an Imazecoupon.com Affiliate shall have entered into a written agreement with such Sub-processor holding data protection obligations not less protective than those in this Agreement ("Data Processing Agreement.
19.9.3 To the same extent that Imazecoupon.com would be responsible if performing the services of each Sub-processor directly under the Agreement, Imazecoupon.com shall be responsible for each of its Sub-processors.
19.10 Transmitting Information Overseas
Any international transfer of personal information should be subject to appropriate safeguards and conditions, such as the existence of enforceable rights for data subjects and the availability of effective legal remedies for data subjects. If any of your personal information needs to be shared with a company outside of Imazecoupon.com, you can rest assured that we'll only do so if appropriate safeguards are in place and you have the right to enforce your privacy. Any such agreement must be in order.
Notification of Security Breaches (19.11)
Imazecoupon.com shall, in relation to a Personal Data Breach: (a) without undue delay notify Client of any Personal Data Breach involving Imazecoupon.com or a sub-contractor; (but in no event later than forty-eight hours after becoming aware of the Personal Data Breach). (b) cooperate and assist Client as reasonably required in connection with any action required to be taken in response to a Personal Data Breach under applicable Data Protection Laws, including without limitation any communication of the Personal Data Breach to the Data Subject and data protection authorities, pursuant to Articles 33(3) and 34(3) of the GDPR.
As soon as it becomes aware of a Personal Data Breach, Imazecoupon.com will launch an investigation into the matter and take all necessary steps to determine what went wrong and prevent a recurrence. Unless prohibited by law, Imazecoupon.com 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 as it gathers or otherwise obtains such information. When drafting any related public statements or notices for affected Data Subjects and/or the relevant data protection authorities, the Parties agree to coordinate in good faith on developing the content of such statements and notices.
Reimbursement of Expenses
In the event of a claim by a Data Subject or a penalty or fine imposed by a competent authority for which Client is responsible or for which Client becomes responsible because of a failure by Imazecoupon.com to comply with the obligations under this Part II or applicable Data Protection Laws, Imazecoupon.com shall indemnify and hold Client harmless from and against any such claims, penalties, or fines. Please note that the scope of the indemnification provided herein is limited to the third party claims described in this article.
21. Data Retention, Deletion, and Retention
Imazecoupon.com will only collect, use, and disclose your Personal Data if required to do so by law, including but not limited to, local, state, and federal laws, as well as any international or European Union laws governing the storage and disclosure of such information. Imazecoupon.com's data retention policy will be followed with regard to all information (including personal information) that is submitted to their platform. The Data Subject's Personal Information shall be kept only for as long as is necessary to fulfill the purposes set forth in Part I of this Agreement and as may be required by applicable law. After the specified retention period has elapsed, Imazecoupon.com will convert the data into an anonymous form. This produces data that has been stripped of any traces of personal information and any identifying information that could be used to retrace its origins to a specific individual.
22. Method of Processing Description
Two-Thirds of the Way Through 22.1 The Reasons for and Characteristics of the Processing
Imazecoupon.com shall Process Personal Data as required to provide the Services under the Agreement, as further set forth in the Agreement, and as further instructed by Client in its use of the Services.
Table 22.2: Types of Information Subjects
Client, in its sole discretion, may determine and control the content of the data it submits to Imazecoupon.com in the course of using the Service, and such data may include, but not be 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,
Forms of Individually Identifiable Information
Client may, in its sole discretion, provide the following categories of Personal Data to the Services: Name, Address, Email Address, Phone Number, and Internet Protocol Address.
When Processing for These Other Purposes 22.4
Specifically, we use your data to provide the Services as described in the Agreement, resolve complaints and disputes, notify emergency personnel of incidents, and safeguard against criminal and fraudulent activity on the Imazecoupon.com website.
Communication: Third Section
The following terms and conditions shall apply to Client's use of any messaging Services provided to Client pursuant to the Agreement:
General Provision 23 The Client is solely responsible for, and warrants that all communications sent by the Client comply with, Applicable Law.
24-Other Terms and Conditions Content Distribution Networks and Push Services
24.1 The Client may use the Social Media applications and/or in-app push messaging provided by the Social Media and Push Services to communicate and share information with and about specific End Users. Before Processing or transferring any information of said End User via social media channels or push messaging, it is the sole responsibility of the Client to ensure that the communication, the information obtained, and sent to the End User is sufficiently secured and protected. The information and services provided by Imazecoupon.com, including but not limited to the Social Media and Push Services, are provided on a "as is" and "as available" basis, and without warranty of any kind, express or implied.
Client's use of the Service is subject to the terms and conditions established by the companies that provide the various social media platforms and services incorporated into the Service. It is the Client's responsibility to ensure adherence to these General Terms and Conditions and Applicable Law.
