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Please read these Terms of Service (or the "Terms") carefully before
using dataknowl.com (the "Site") and/or the other domains, products,
services, and/or content (all of those collectively with the Site,
The Site as well as all other resources and the Services are provided
by Complexity Intelligence LLC ("Complexity Intelligence", "We", "Us" or "Our"),
located at 533 Airport Boulevard, Suite 400, Burlingame, CA 94010, United States.
These Terms constitute a binding agreement between any person accessing or using
the Services ("Subscriber", "You" or “User”) and Complexity Intelligence
and governs the use of and access to the Services by You and Your representatives
including but not limited to any of Your employees, service providers or
other third parties managing accessing the Site or using the Services
in any manner (“Your Agents”), whether for a paid subscription to the Services
or a free trial to the Services. All Agents accessing or using the Services,
in any manner, shall be subject to the terms contained herein.
By accepting these Terms, or by using or accessing the Services,
in any manner, You, Your Agents and End-Users, as the case may be,
agree to be bound by these Terms and by the Complexity Intelligence
on behalf of a company, organization, or another legal entity (an "Entity"),
You are agreeing to these Terms on behalf of such Entity. You are hereby
representing and warranting to Complexity Intelligence that You have
the necessary authority and consents to bind such Entity to these Terms.
If You do not have such authority and authorization, or If You do not agree
to all the terms and conditions of these Terms or the terms contained in
the Policy, You must not accept these Terms and thus not to access or use
1.1 In these Terms, the terms/words with the initial letters capitalized,
have the following meanings:
Account: means the set of features, properties, configurations
and tools attributed to a single User or Agent, uniquely identified by
authentication credentials in order to use the Services.
Agent: means an individual authorized to use the Service identified
through unique authentication credentials.
API: means the applications programming interfaces developed and
enabled by Complexity Intelligence that permits to access certain
functionality provided by the Services (or contained in
Complexity Intelligence server).
Commercial Proposal:shall mean any commercial proposal approved by
You and Complexity Intelligence and required for the activation and
configuration of the Services.
Confidential Information: means any information, data or knowledge,
regardless of whether it is in tangible form, that is labelled, marked or
otherwise designated as "confidential"(or with a similar legend) or that
should otherwise be reasonably understood to be confidential given the
nature of the information and the circumstances disclosure.
Confidential Information shall not include: a) information already available
in the public domain; b) information, data and knowledge, the disclosure of which
is imposed by the observation of the law or regulations or by any governmental
or judicial body; c) information, data, and knowledge that were or are obtained
by the receiving party by a third party not known by the receiving party to be
under an obligation or confidentiality with respect to such information.
Credit: shall mean the prepaid credit purchased by You and available
in Your Account.
DataKnowl: means the multi-channel SaaS platform, developed by
Documentation: means any technical, commercial, informative documentation
(written or electronic) that Complexity Intelligence may make available or provide
to You and Your Agents relating to the use of the Services (including, but not
to user manuals, user guides, video, images, text, tutorials and reference documentation).
End-User: shall mean any person to whom You may further offer or make available
the Services to.
Form: means any and all order forms approved by the Parties and required for the activation
and configuration of the Services.
Intellectual Property: means collectively or individually, the following worldwide rights
relating to intangible property, whether or not filed, perfected, registered or
recorded and whether
now or hereafter existing, filed, issued or acquired: (i) patents, patent disclosures,
know-how, including any and all continuations, continuations-in-part, divisions,
utility, model and design patents or any extensions thereof; (ii) rights associated
with works of authorship,
including without limitation, copyrights, copyright applications, copyright registrations;
(iii) rights in
trademarks, trademark registrations, and applications therefore, trade names, service
marks, service names,
logos, or trade dress; (iv) rights relating to the protection of trade secrets
and Confidential Information;
and (v) internet domain names, internet and world wide web URLS or addresses; and
(vi) all other intellectual or
proprietary rights anywhere in the world including rights of privacy and publicity,
whether or not requiring
registration and whether or not such registration has been obtained.
Monthly Subscription Fee: shall mean the fee required to be paid by You each month prior to availing any of
the Services offered on the Site.
Services: means the on-demand, multi-channel customer service solutions and tools as described
in the Site
provided by Complexity Intelligence throughout the DataKnowl platform to You, Your
Agents and Users.
Service Plan(s): means the packaged service plan(s) and the functionality and services associated
as detailed on the Site from which You have subscribed the Services.
Site: means dataknowl.com and such other websites that Complexity Intelligence owns or
Software: means the software provided by Complexity Intelligence, either to be downloaded
to be accessed via the internet, that allows You, Your Agents and Your End-Users
to use/avail the functionality
associated with the Services.
Subscription Term: shall mean such period during which You have agreed to subscribe to Our Services
to any individual Agent or End-User.
User: means any individual person having access to and using the Services through DataKnowl
Your Data: means all such information provided by You to Complexity Intelligence in order to
and use the Services or such other data and information transmitted or made public
by You anywhere on the
Site or within the Services.
1.2 These terms/words have the same meanings in the singular and plural form. Headings
are inserted only for reference and shall not
be used in interpreting the Terms or the Policy.
2. Use of the Services
2.1 During the Subscription Term, You shall be granted a limited right to access
and use the Services in accordance with the Service Plan(s) to which You have subscribed.
You accept that the Services are provided through DataKnowl platform that requires
an Account in order to access the same.
2.2 The Services are provided by DataKnowl platform and You will require a high speed
connection for proper transmission of the Services. You are responsible for procuring
maintaining all network connections that connect Your network to the Services or
required to avail the Services, including, but not limited to, any browser software
supports protocols used by Complexity Intelligence. Additionally, You shall further
to procure and maintain the necessary hardware or download the necessary software
that may be
required to access and avail the Services. We are not responsible for notifying
You, Your Agents
or End-Users of any upgrades, fixes or enhancements to any Software. Neither shall
We be under
any obligation to notify You regarding any compromise of data, including Your Data,
was transmitted across computer networks or telecommunications facilities (including
not limited to the Internet) which are not owned, operated or controlled by Complexity
We assume no responsibility for the reliability or performance of any connections
as described in
this section and the same shall be Your or Your service providers’ responsibility.
2.3 In addition to complying with the other terms, conditions and restrictions set
forth in these Terms,
You further agree not and shall ensure that Your Agents and End-Users do not: (a)
license, sublicense, sell,
offer for sale, resell, rent, lease, transfer, assign, distribute, time share or
otherwise commercially exploit or
make the Services available to any third party, other than Your aAgents and End-Users
in furtherance of
Your internal business purposes; (b) use the Services to process data on behalf
of any third party other
than Your Agents or End-Users; (c) modify, adapt, or hack the Services or otherwise
attempt to gain
unauthorized access to the Services or related systems or networks or breach, circumvent
to breach or circumvent any of the security measures maintained by Complexity Intelligence;
(d) make any
false or misleading statements or representations regarding Your association or
Complexity Intelligence or make any false or misleading statements regarding the
Services; (e) use the Services
in any unlawful manner, including but not limited to violation of any person’s privacy
rights or for any purpose
detrimental to the interests of Complexity Intelligence; (f) use the Services to
send unsolicited or
unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative
unsolicited messages; (g) use the Services to store or transmit files, materials,
data, text, audio, video,
images or other content that infringes on any person’s intellectual property or
proprietary rights; (h) use the Services
in any manner that interferes with or disrupts or may interfere or disrupt the integrity
of the Services and its components; (i) attempt to alter, decipher, decompile, disassemble,
reverse engineer or
otherwise discover the source code, in any manner, of any Software making up the
Services; (j) use the Services
to knowingly post, transmit, upload, link to, send or store any content that is
hateful, abusive, libellous, harmful, obscene, pornographic, vulgar, inappropriate
or discriminatory; (k) use the Services
to knowingly post transmit, upload, link to, send or store any viruses, malware,
Trojan horses, time bombs, or
any other similar harmful software (“Malicious Software”); (l) copy, duplicate,
sell or offer for sale any of
the information or data present anywhere on the Site or within the Services; (m)
restrict any other persons access
to the Website or the Services; (n) promote or advertise any other services or products;
(o) alter, remove or
obscure any data, information, trademarks, trade names or other proprietary content;
or (q) try to use, or use
the Services in violation of these Terms.
2.4 You shall be responsible in ensuring the compliance with the provisions of these
Terms by Your Agents and End-Users
and for any and all activities that occur under Your Account as well as for the
acts and omissions of Your Agents and End-Users,
as well as for all of Your Data. Without limiting the foregoing, You are solely
responsible for ensuring that use of the Services
to store and transmit Your Data is compliant with all applicable laws and regulations.
You also maintain all responsibility for
determining whether the Services or the results of the Services are accurate or
sufficient for Your purposes.
2.5 Only such number of Agents and End-Users as provided for in the applicable Service
Plan(s) to which You subscribed may access and
use the Services. You agree and acknowledge that a unique username and password
(“Authentication Credentials”) shall be generated for
each Agent and End-User by which such Agent and End-User shall be identified and
that the Authentication Credentials may only be used
by one (1) individual. You shall ensure that the Authentication Credentials is not
shared among multiple individuals.
You, Your Agents and End-Users are responsible for maintaining the confidentiality
of all Authentication Credentials relating to Your Account.
2.6 In addition to Our rights as set forth in these Terms, Complexity Intelligence
reserves the right, in its reasonable discretion, to temporarily
suspend Your, Your Agents and End-Users access to and use of a Services: (a) during
planned downtime for upgrades and maintenance to the Services
(“Planned Downtime”); (b) during any unavailability caused by circumstances beyond
Complexity Intelligence’ reasonable control, such as, but not
limited to, acts of God, acts of government, acts of terror or civil unrest, technical
failures beyond Complexity Intelligence’ reasonable control
(including, without limitation, inability to access the Internet), or acts undertaken
by third parties, including without limitation, distributed
denial of service attacks; or (c) if Complexity Intelligence suspects or detects
any malicious software connected to Your Account or connected with
the use of the Services by You, Your Agents or End-Users; or (d) for any reason
mentioned in Clause 2.3 above.
2.7 All of the Services offered by Complexity Intelligence are done so on an ‘as
is’ basis and You, Your Agents or End-Users may access and avail the
same at Your/their sole option and risk.
2.8 Any voice functionality or call services offered by Complexity Intelligence
is not intended for use in case of any emergency and is to be used with
the Services and in accordance with these Terms. In the event You attempt to make
any emergency calls, We shall not be liable for any resulting loss,
damages (including personal injury or death) or for any claims or actions arising
as a result of such call or inability to make such a call. You shall
be solely responsible for all resulting loss or damages from any calls made through
2.9 You may request for the Services and for the activation of the same either by
way of filling a web Form or by accepting Our Commercial Proposal.
You may choose between either the web Forms or the Commercial Proposal as per Your
3. Account and Registration
3.1 You and Your Agents may avail the Services only after creating an individual Account.
3.2 You shall provide true, accurate and complete information at the time of Account
The Account of any User found to have provided false or inaccurate information shall
terminated without any notice.
3.3 On the termination of the Account for any reason, all associated information and
data may be
removed or otherwise deleted from all of the servers and data bases of Complexity
within 30 (Thirty) days from the date of termination. Complexity Intelligence shall
not be liable
for any loss or removal of any data or information on the expiry of the 30 day period.
3.4 All accounts are intended for a single User or Agent as the case may be and
You are hereby expressly
prohibited from sharing Account Credentials with any other person neither shall
You allow or enable any
third party to access Your Account.
3.5 You shall be solely responsible for any and all information, content or material
made public through Your Account.
3.6 You shall be solely responsible to maintain the security of Your Account.
3.7 Complexity Intelligence reserves the right to monitor and record any and all
content, information or
material transmitted, distributed or made public through Your Account as well as
the actions of Your Agents
and End-Users. However, this shall not place any obligation on Complexity Intelligence
to monitor and record
any Account, Agent or End-User and take subsequent action.
3.8 You shall not access or otherwise attempt to access the Account of any other
4. Your Data
4.1 You shall ensure that You have all necessary rights, title, consents and authorisation
over any and all
information or data submitted by You, Your Agents and End-User, if any, to Complexity
otherwise transmitted or made public anywhere on the Site or the Services.
4.2 You shall be solely liable for any and all loss, damages, claims or disputes arising
out of the submission
or use of Your Data.
4.3 You shall keep all of Your Data submitted to Complexity Intelligence up to date.
4.4 You may post, transmit, enter or make public Your Data only in such areas on the
Site allocated for the same
by Complexity Intelligence.
4.5 Complexity Intelligence reserves the right to remove any and all of Your Data
transmitted or made public
anywhere on the Site or within the Services.
4.6 You shall further ensure that none of Your Data contains any data or information
that violates or infringes upon
any third party rights.
4.7 Complexity Intelligence may, at its sole option and discretion, record or store
Your Data. All such recordings and
storage shall be in compliance with all applicable laws. You hereby consent to the
recording and storage of Your Data
by Complexity Intelligence.
4.8 Complexity Intelligence shall have no duty of confidentiality over any of Your
Data made public or transmitted anywhere
on the Site or the Services.
4.9 Your Data shall be stored with us only for the duration of Your association
with Complexity Intelligence and shall be removed
in accordance with Clause 3.3.
4.10 You are requested to abstain from posting or providing Complexity Intelligence
with any suggestions, ideas or improvements
regarding the Services. In the event You continue to do so, You hereby grant in
favour of Complexity Intelligence a worldwide,
royalty free, non-exclusive right to use, sell, offer for sale and incorporate all
suggestions, ideas, opinions, know-how and
methodology present in any of Your Data submitted or made known by You to Us.
5. Links and Advertisements
5.1 Complexity Intelligence reserves the right to post, publish or otherwise display
certain third party links and advertisements
on the Site.
5.2 All such links and advertisements shall be that belonging to and maintained
by a third party and You may follow such links and
advertisements at Your sole option and risk. We shall not be liable for any loss
or damage caused to any person following any links or
advertisements present anywhere on the Site.
5.3 Nothing contained herein shall be construed as Complexity Intelligence sharing
or endorsing any views, opinions or advice present
in such links or advertisements.
5.4 You are advised to exercise appropriate caution while following any links or
5.5 You may not post any links or advertisements anywhere on the Site or within
the Services unless with Complexity Intelligence’ express
5.6 We shall not be liable for any loss or damage caused to any person, including
those arising against You, as a result of any transactions
entered into between You, Your Agents or End-Users and any third party, regardless
of whether the same was conducted through the Services.
5.7 Any services offered by third parties through the Site shall not be Our responsibility
and You shall be required to exercise appropriate
caution while availing any such third party services. Complexity Intelligence makes
no representations or warranties regarding the same.
6. Confidential Information
6.1 All Parties hereto shall treat all Confidential Information made known or otherwise
obtained under these Terms as confidential with
the highest degree of care which shall not be less than a reasonable degree of care
or such care employed by the Parties over their
own Confidential Information.
6.2 No Party shall make any unauthorised use or disclosure of any Confidential Information
other than as may be stipulated in these Terms.
6.3 All of Your Data shall be collected and stored by Complexity Intelligence in
accordance with the Policy.
6.4 Users shall not make any unauthorised use or disclosure of any Confidential
Information pertaining to
any other User.
6.5 However, no Party shall be liable for any breach of Confidential Information
if such disclosure was made in compliance with any applicable laws or
rules or in compliance with any order, direction or judgment received from or issued
by any governmental or judicial authority.
6.6 Complexity Intelligence shall use certain non-personally identifiable information
for the purposes of improving upon the Services and You hereby
consent to the same.
6.7 We may also use certain information provided by You in order to contact You
and keep You informed about the Services and by accepting these Terms You consent
to receiving such communication from Complexity Intelligence.
6.8 We shall, as is reasonable, use physical and electronic means at par with the
industrial standards in protecting Your personally identifiable data.
However, You hereby accept and agree that We shall not be liable for any loss, destruction,
theft, unauthorised disclosure or use of any of Your personally identifiable
information despite employing adequate security measures.
6.9 Complexity Intelligence may also disclose certain of Your Confidential Information
to its employees, agents, service providers, subsidiaries, associates and representatives.
All such disclosure shall be on a need to basis. Additionally, Complexity Intelligence
may also disclose certain Confidential Information to any person or entity that is
acquiring it, being acquired by it or
merging with it and. You hereby consent to all such disclosure by Us.
6.10 We further reserve the right to disclose certain Confidential Information for
the purposes of protecting Our employees, agents, subsidiaries, associates, service
providers or any other User.
7. Terms Revision
7.1 Complexity Intelligence reserves the right, in its sole discretion, to modify
amend these Terms at any time and from time to time by posting a revised Terms on
the Site and by providing a notice
of not less than 30 (Thirty) days prior to the effective date of any such amendment.
Such notice shall state that these Terms has been revised and shall be generally sent
via e-mail or may appear through
the Services (such as through a notification in Your DataKnowl Dashboard). You are
responsible for reviewing and becoming familiar with any modifications and amendments
to these Terms. All Amendments are effective
after 10 ten days from the notification, and Your use of the Site or the Services
on the expiry of the 10 day notice period shall constitute Your acceptance of the
8. License Grant
8.1 Subject to Your acceptance of and compliance with these Terms and with the payment
requirements for the Services, Complexity Intelligence hereby grants You a revocable,
limited, non-exclusive, non-transferable,
non-sublicenseable right and license, in Our intellectual property rights, solely
for the purposes of accessing and using the Services. Your license to use and access
the Service is conditional upon Your compliance with
the terms and conditions of these Terms. Any rights not expressly granted to You
are reserved by Complexity Intelligence and its licensors and shall not be construed
to have been granted. You acknowledge that we may change,
deprecate or republish APIs for any Service or feature of a Service from time to
time, and that it is Your responsibility to ensure that calls or requests You make
to or via our Service are compatible with
then-current APIs for the Service.
8.2 You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute
or otherwise commercially exploit or make available to any third party the Service
in any way; (ii) modify or make derivative works based
upon the Service; or (iii) reverse engineer or access the Service in order to (a)
build a competitive product or service, (b) build a product using similar ideas, features,
functions or graphics of the Service, or (c) copy any ideas,
features, functions or graphics of the Service. You may use the Service only for
Your internal business purposes and shall not: (i) interfere with or disrupt the integrity
or performance of the Service or the data contained therein;
or (ii) attempt to gain unauthorized access to the Service or its related systems
8.3 You are personally responsible for all traffic originating from Your system
or device by way of using Your Account credentials. As such, You should protect Your
authentication keys and security credentials. Actions taken using Your
credentials shall be deemed to be actions taken by You, with all consequences including
Service termination, civil and criminal penalties.
8.4 You are solely responsible for Your use of the Services or of any other material
or content licensed or provided by Complexity Intelligence.
9. Service Levels
9.1 In addition to our rights to terminate or suspend Services to You, Your Agents
and End-Users, You acknowledge that: (1) Access to and use of the Services
may be suspended for the duration of any unanticipated or unscheduled downtime or
unavailability of any portion or all of the Services for any reason; (2) Complexity
does not guarantee the Services will be operable at all times or during any down
time caused by outages to any public Internet backbones, networks
or servers; (3) caused by any failures of the Users equipment, systems or local
access services; (4) relating to events beyond Complexity Intelligence's control such
riots, insurrection, fires, floods, explosions, war, governmental action, labour
conditions, earthquakes, natural disasters, or interruptions in Internet services
to an area where
Complexity Intelligence or Complexity Intelligence servers are located or co-located.
9.2 Complexity Intelligence does not guarantee the Services will be operable at
all times or during the event of a denial of service attack or other attack on the
Services or other event
that we determine, in our sole discretion, may create a risk to the applicable Services,
to You or to any other User if the Services were not suspended; or in the event that
that any Service is prohibited by law or wWe otherwise determine that it is necessary
or prudent to do so for legal or regulatory reasons. Without limitation, we shall
have no liability
whatsoever for any damage, liabilities, losses (including any loss of data or profits)
or any other consequences that You may incur as a result the suspension of any Service.
9.3 We strive to keep information You provide to us secure, but cannot guarantee
that we will be successful at doing so. You acknowledge that You bear sole responsibility
for the adequate security,
protection and backup of Your Data associated with Your Account.
9.4 Complexity Intelligence shall attempt to notify You prior to any scheduled downtime
that may affect Your access to and use of the Site and the Services. However, Complexity
Intelligence shall not be
under any obligation to notify You regarding every instance of downtime and neither
shall We be liable for any loss or damages caused to any person due to any failure
on part of Complexity Intelligence to
notify You prior to any scheduled downtime.
10. Terms and Termination
10.1 The term of these Terms will commence once You accept these Terms as provided
above. The Terms will remain in effect until terminated by You or by Us in accordance
with the provisions contained herein.
10.2 You may terminate these Terms for any reason or no reason at all, at Your convenience,
by closing Your Account for any Service for which we provide an Account closing mechanism.
10.3 We may suspend Your right and license to use any or all Services or terminate
these Terms in its entirety (and, accordingly, cease providing all Services to You),
for any reason or for no reason, at our discretion
at any time.
10.4 We may suspend Your right and license to use the Services or terminate these
Terms in its entirety (and, accordingly, Your right to use the Service), for causes
as set forth below: (i) You violate any provision of the Terms,
the Policy or the Acceptable Use Policy or We have reason to believe that You have
violated the Terms, the Policy or the Acceptable Use Policy, (ii) there is an unusual
spike or increase in Your use of the Services for which there is reason
to believe such traffic or use is fraudulent or negatively impacting the operating
capability of the Service; (iii) We determine, in our sole discretion, that our provision
of any of the Services to You is prohibited by applicable law, or has become
impractical or unfeasible for any legal or regulatory reason; or (iv) subject to
applicable law, upon Your liquidation, commencement of dissolution proceedings, disposal
of Your assets, failure to continue Your business, assignment for the benefit of creditors,
or if You become the subject of a voluntary or involuntary bankruptcy or similar
10.5 Furthermore, We may terminate Your right to use the Services or terminate these
Terms effective immediately and without notice if You are in default of any payment
obligation with respect to any of the Services or if any payment mechanism You have
to us is invalid or charges are refused for such payment mechanism.
11. Effect of Suspension or Termination
11.1 On the termination of Your right to use the Services or on the termination of
these Terms in its entirety You will not be entitled to any refunds of any usage fees
or any other fees paid to Us. Upon our suspension of Your use of any Services, in
whole or in part,
for any reason: (i) fees will continue to accrue for any Services that are still
in use by You, notwithstanding the suspension; (ii) You remain liable for all fees,
charges and any other obligations You have incurred through the date of suspension
to the Services; and (iii) all of Your rights with respect to the Services shall
be terminated during the period of the suspension.
11.2 On termination, all Your Data shall be removed or otherwise deleted from all
of Our servers and databases after a period of 30 (Thirty) days from termination and
You shall have no further right to access or use the Services in any manner. You shall
be required to make
adequate copies and backups of all of Your Data stored with Us.
11.3 On termination You shall be required to return or on a notice from us delete
or otherwise destroy all Confidential Information made known to You or obtained by
You under these Terms. You shall further be required to certify such deletion or destruction
11.4 All rights granted to You under these Terms shall immediately cease from the
date of termination.
11.5 Your obligations with regard to safeguarding any and all Confidential Information
made known to or obtained by You shall continue after the expiry or termination of
12.1 If You have subscribed to any of the Services, You hereby agree to pay all
applicable fees as set forth in Your Service Plan prior to availing the Services.
12.2 Complexity Intelligence reserves the right to increase or add new fees for
any existing Service or Service feature, currently offered free of charge, by giving
30 (Thirty) days' advance notice.
12.3 Certain Services shall require a monthly subscription amount payable by You
(the “Monthly Subscription Fee”). Additionally, certain Services shall also have a
per-usage fee which shall be
calculated based on your use of the Services per minute. The per-usage fee shall
be deducted from Your Account’s pre-paid balance.
12.4 The Monthly Subscription Fee may be deducted either from Your pre-paid Account
balance or from the Credit Card or PayPal account associated with Your Account or
by such other means you may have chosen.
All payments shall have to be made prior to availing the Services and all payments
with regard to the Monthly Subscription Fee shall be payable on the first of every
12.5 Payments may be done either through your Credit Card, Your PayPal account or
by way of any other accepted payment method notified by us from time to time.
12.6 You shall be solely responsible in maintaining Your Account balance. In the
event that Your Account does not have the requisite balance, such Services for which
payment has not been completed
shall not be rendered.
12.7 On the expiry or termination of these Terms or Your right to access and use
the Services, any and all outstanding fees owed by You to Complexity Intelligence
shall have to be paid within 7 (Seven)
days from the date of expiry or termination.
12.8 In the event You opt for a Service Plan, We may require You to link Your Credit
Card or PayPal account with the Site and You hereby authorize Complexity Intelligence
to make appropriate deductions
from the same on the commencement of each Subscription Term. All payment information
and Credit Card details shall be stored in a safe and secure manner. The same may
be retained by Us for future transactions.
12.9 You shall keep us informed of any changes in Your Credit Card details.
12.10 None of the fee paid or payable by You shall be refundable except in the event
You downgrade Your existing Service Plan.
12.11 Changing Your Service Plan or adding Agents to Your Account may attract additional
fees and You shall be required to pay the same as and when required.
12.12 You are advised to cancel or terminate the Services or Your Account on the
completion of the Service Plans or on the expiry of the Subscription Term in order
to avoid being billed additionally in the
event that the Services or Your Account is terminated prior to or after the billing
12.13 Any failure on Your part in paying any outstanding fees within 7(Seven) days
from being notified of the same shall result in the suspension or termination of Your
12.14 None of the fees mentioned are inclusive of any taxes and each Party shall
be solely responsible in ensuring their respective tax compliance. You shall be required
to provide Us with sufficient information,
as and when requested, in order for Us to determine whether any tax is to be collected
12.15 Complexity Intelligence may engage the services of a third party in order
to effectuate payments received from You. All such third parties shall be bound by
an agreement containing restrictions as stringent
as those contained in these Terms.
13. Copyright and Intellectual Property
13.1 All Complexity Intelligence Site materials, including, without limitation,
text, graphics, icons, videos, audios and other files, and the arrangement thereof,
are copyrighted and Complexity Intelligence reserves all
rights associated with such copyrights.
13.2 The names, trademarks, service marks logos and other proprietary marks appearing
on the Site or within the Services may not be used for any purpose unless on receiving
Complexity Intelligence’ prior express written permission.
13.3 You may electronically copy and print to hard copy any portion of this Site
for the sole purpose of using the materials it contains for Your personal and non-commercial
use. Any other use of the Materials on this
Site, including any commercial use or reproduction for purposes other than those
described above, modification, distribution, republication or display, without the
express written permission of Complexity Intelligence is strictly prohibited.
13.4 Each party shall retain all rights, title and interest in and to all respective
patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how
and any other intellectual property and/or proprietary rights owned or obtained by
The rights granted to You, Your Agents and End-Users to use the Services under these
Terms do not convey any additional right in the Services, or in any intellectual property
rights associated therewith. Only such rights that have been expressly granted
herein shall be construed to have been granted.
13.5 Any and all Intellectual Property discovered, developed or improved upon by
You, Your Agent or by any End-User by incorporating or using any Intellectual Property,
Confidential Information or other proprietary information or material belonging to
or any of its associates, employees, affiliates and subsidiaries shall be that belonging
solely to Us and You hereby accept and agree that You shall and that You shall ensure
that all of Your Agents and End-Users shall assign any and all rights held by them
over any Intellectual Property
discovered, developed or improved upon by You, Your Agent or by any End-User by
incorporating or using any Intellectual Property, Confidential Information or other
proprietary information or material belonging to Complexity Intelligence.
13.6 In the event any User suspects the infringement of their Intellectual Property
by any person on the Site or within the Services, such User may inform the same to
Us based on which We shall take appropriate action. Provided such a request is verified
to be bona fide.
13.7 You are expressly prohibited from reverse engineering, disassembling, decompiling
or otherwise disseminating any of the Intellectual Property belonging to or obtained
by Complexity Intelligence.
13.8 Complexity Intelligence does not make any claim over any of Your Data except
as provided for in Clause 4.10.
13.9 In the event that any of the Intellectual Property present in any of the Services
is infringing upon the intellectual property of any other person, Complexity Intelligence
shall indemnify You or otherwise defend You against the resulting loss, damages, suits,
actions and claims.
Complexity Intelligence shall further reimburse all necessary costs incurred by
You in defending such suit, action or claim.
13.10 In the event any of the Services infringe upon the intellectual property rights
of any third party, Complexity Intelligence shall use best efforts to make the Services
non-infringing or if not possible shall terminate these Terms and refund any fees
paid by You for Services not rendered.
14. Indemnity and Limitation of Liability
14.1 You shall indemnify, defend or otherwise hold Complexity Intelligence, its
employees, agents, associates, representatives and subsidiaries harmless from any
and all losses, costs (including attorney fees), damages, claims, suits, actions or
disputes arising out of or related to any
of Your, Your Agent’s or End Users acts or omissions including but not limited to
infringement of any Intellectual Property, violation of any proprietary rights or
for the unauthorised use of the Site and Services.
14.2 You shall be required to, as is reasonable and at Your own cost, assist Complexity
Intelligence in defending any claim, action or suit arising out of Your, Your Agent’s
or End Users acts or omissions.
14.3 Complexity Intelligence shall reasonably attempt to ensure that the Site and
the Services are continuous and accessible to Users. However, nothing contained herein
shall place any liability upon Complexity Intelligence in the event of any User’s
inability to access or use the Site or
the Services. Neither shall Complexity Intelligence be liable for any damage caused
to Your, Your Agent’s or End-Users system or device due to accessing the Site or availing
14.4 YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPLEXITY INTELLIGENCE, ITS AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSOR WILL NOT BE LIABLE
TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, REVENUE, SALES, GOODWILL,
BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, LOST DATA OR OTHER INTANGIBLE
LOSSES (EVEN IF COMPLEXITY INTELLIGENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY
TO USE THE SERVICES; (ii) THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES; (iii)
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS
OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO
14.5 Our liability, if any, to any User under these Terms or the Policy shall be
restricted to such amounts paid by the User as fees to Us.
14.6 However, neither Party shall be liable for any delays nor non-performance of
their duties and obligations as set forth in these Terms if such delay or non-performance
was a direct result of a Force Majeure event. For the purposes of these Terms, a Force
Majeure shall include
but not be limited to any acts of God, war, riots, civil unrest, terrorist strikes,
failure in the supply of utilities such as electricity and water or any other event
beyond the control of the Parties.
14.7 In the event that the Force Majeure event continues to prevail for a period
exceeding 30(Thirty) days the Parties shall mutually decide on the future course of
action and if practical and reasonable, Complexity Intelligence reserves the right
to terminate these Terms.
15. Disclaimer of Warranties
15.1 THE COMPLEXITY INTELLIGENCE SITE, MARKS, SERVICES AND ALL TECHNOLOGY, SOFTWARE,
FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION, INCLUDING ALL
SERVER AND NETWORK COMPONENTS AND OTHER ONLINE RESOURCES, PROVIDED BY COMPLEXITY INTELLIGENCE
OR ITS LICENSORS IN CONNECTION
THEREWITH (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE.
15.2 EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM
ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT,
AND ANY WARRANTIES ARISING OUT
OF ANY DEALING, USAGE OR TRANSACTION ENTERED INTO UNDER THESE TERMS. WE AND OUR
LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL
BE CONTINUOUS, UNINTERRUPTED, ACCURATE, TIMELY, SECURE, ERROR FREE, FREE OF HARMFUL
COMPONENTS OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE,
OR THAT THE DATA YOU STORE WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE
LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICES INTERRUPTIONS,
INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS.
15.3 NO ADVICE OR INFORMATION OBTAINED BY YOU FROM COMPLEXITY INTELLIGENCE OR FROM
ANY THIRD PARTY, PRESENT ON THE SITE OR OBTAINED THROUGH THE SERVICES SHALL CREATE
ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. THE SAME MAY BE USED AND RELIED
UPON AT YOUR SOLE OPTION AND RISK.
15.4 YOU HEREBY REPRESENT AND WARRANT THAT, TO THE BEST OF YOUR KNOWLEDGE AND BELIEF,
ALL OF THE INFORMATION PROVIDED BY YOU TO US FOR ANY PURPOSE IS TRUE, ACCURATE, CORRECT
AND UP TO DATE IN ALL MATERIAL ASPECTS. YOU FURTHER REPRESENT AND WARRANT THAT THE
ABOVEMENTIONED INFORMATION DOES NOT VIOLATE OR INFRINGE THE
RIGHTS OF ANY OTHER PERSON OR ENTITY.
15.5 ALL OF THE INFORMATION AND OTHER CONTENT PROVIDED IN THE SERVICES ARE INTENDED
ONLY FOR INFORMATIVE PURPOSES AND WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING
THE SAME. YOU MAY RELY ON SUCH INFORMATION AND CONTENT AT YOUR SOLE OPTION AND RISK.
15.6 CERTAIN JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF WARRANTIES AND THE SAME
MAY NOT APPLY TO YOU IN THE EVENT YOU ARE WITHIN SUCH JURISDICTION AND WE SHALL EXCLUDE
THE WARRANTIES TO THE EXTENT PERMITTED WITHIN SUCH JURISDICTION.
16.1 Complexity Intelligence shall own all right, title and interest, including
all related intellectual property rights, in and to the Site and the Services and
any suggestions, ideas, enhancement requests, feedback, recommendations or other information
provided by You or any other party relating to the Service.
17. Relationship of the parties
17.1 You and Complexity Intelligence are independent contractors transacting on
a principal to principal basis. These Terms do not create a partnership, franchise,
joint venture, agency, and fiduciary or employment relationship among the Parties.
all prior agreements between You and Complexity Intelligence with regard to the present
subject matter. Should You choose to avail certain additional Services, You may be
required to accept terms and conditions in addition to those contained herein
or set forth in the Policy. We shall notify You of the same prior to You availing
such services. The activation and use of such services shall be construed as Your
acceptance of the additional terms and conditions.
18.2 If any portion of these Terms is found to be unenforceable the same shall be
severable and replaced with a provision that most closely reflects Complexity Intelligence’
intent while remaining lawful and enforceable. Provided, the rights and obligations
of the Parties are not materially altered.
18.3 Any leniency shown by Us or any delay in taking action against any person shall
not be construed as a waiver of Our rights and shall not impede us from seeking appropriate
action at a later stage.
18.4 You shall not assign the whole or any part of these Terms or Your rights and
obligations therein to any party unless with Our express consent in writing.
18.5 By using the Services, You agree that the laws of the State of California,
and the federal laws of the United States of America, as may be applicable, without
regard to principles of conflicts of laws, will govern these Terms as well as the
Policy and any dispute of any sort that might arise between You and Complexity Intelligence
with regard to the subject matter hereof.
18.6 If You have any questions, or want to request permission to use Complexity
Intelligence materials, please contact Complexity Intelligence, LLC at 533 Airport
Boulevard, Suite 400, 94010 Burlingame, CA or by writing to email@example.com.
18.7 You shall not use any confidential or proprietary information made known to
You under these Terms to compete with or for any purpose detrimental to the interests
of Complexity Intelligence.
18.8 You shall not solicit any of the clients, business or employees of Complexity
19. Dataknowl Voice And Data Services
Set out hereinafter are the special conditions for the provision of Voice and Data
Services (described in detail below).
These conditions shall be in addition to the Terms set forth above.
In the event of any conflict between the terms set out in this Clause 19 and the
Terms, the provisions of this Clause shall prevail.
The Voice and Data Services are offered in prepaid mode and the related costs are
deducted from Your prepaid credit associated with Your Account.
The Voice and Data Services may be activated by the User in the following manners:
(i) Web Forms;
(ii) Commercial Proposal;
The Voice and Data Services are developed by Complexity Intelligence for the optimization
and automation of interaction with users and / or customers through the voice channel
and via SMS.
19.1 Voice Functionality
19.1.1 These services are not intended as a substitute to telephone and mobile services
and You are advised against using the same for such purposes. You are further advised
these Services in the event of an emergency.
19.1.2 The Voice Functionality services will be activated, usually within 10 (Ten)
working days from the receipt of all the necessary information by Complexity Intelligence,
laid down in the Commercial Proposal, or in the Order Form.
19.1.3 You may avail these services by paying a monthly fee in addition to a consumption
cost as set out in the Commercial Proposal or the Sales Order Form.
19.1.4 Complexity Intelligence reserves the right to vary all prices by providing
a prior notice of 15 (Fifteen) days.
19.1.5 Since the Voice Functionality services are charged on a consumption basis,
Users shall have to maintain an Account balance higher than 0 (Zero) and Complexity
Intelligence reserves the right
to suspend the rendering of Services in the event Your Account balance falls to
0 or does not have the requisite balance to make calls using the Voice Functionality
services. The Services shall be reinstated
within 7 (Seven) once the Account balance is sufficient to use the Voice Functionality
services and the reactivation fee has been paid.
19.1.6 In the event You cancel the Services or in the event of termination of these
Terms, Complexity Intelligence may, at its sole discretion, reassign numbering, after
90 (ninety) days from the date
of termination or withdrawal.
19.1.7 None of the Voice Functionality services are intended for use during any
emergency or to contact any emergency services. Any User doing so shall be doing it
at his/her sole option and risk.
19.1.8 Complexity Intelligence shall not be liable for any loss, damages, claims
or actions arising out of Your use of the Services and the same shall be Your sole
19.1.9 You shall ensure that your use of the Voice Functionality services are at
all times in compliance with any and all applicable laws. In the event You are in
breach of any applicable law, You shall be solely liable
for all resulting loss, damages, claims and actions. You further agree to indemnify
or otherwise defend Complexity Intelligence from and against all losses, damages,
claims or suits arising out of Your use of the Services.
Complexity Intelligence reserves the right to disable any or all of the phone numbers
provided to You if the same has been unused or substantially under used for a period
of 90 (Ninety) days from the commencement of the Services.
19.2 SMS Functionality
19.2.1 The SMS Functionality allows Users to send messages through the DataKnowl
platform to one or more recipients.
19.2.2 Complexity Intelligence shall inform the User of all requirements to activate
and deploy the SMS Functionality services.
19.2.3 Certain features may be offered at the discretion of the mobile service providers
and Complexity Intelligence shall not be liable for non-availability of the Services.
19.2.4 Your account shall be debited for every message sent through the SmartSMS
19.2.5 The cost for sending and receiving a single SMS message shall be as set out
in the Commercial Proposal or a Sales Order Form signed by the User.
19.2.6 If the length of the SMS message is greater than the maximum allowed by the
operators , the message will be sent in several parts , where each part is to be considered
as a single SMS and charged accordingly.
19.2.7 Complexity Intelligence reserves the right to vary all prices by providing
a prior notice of 15 (Fifteen) days. All such notices shall be sent to Your e-mail
id stored with us and it shall be yours.
19.2.8 Users hereby acknowledges that the SmartSMS Service depends on the managed
services run by other operators , such as supply of electricity , provision of telephone
services and any malfunctions or suspension
of services operated by other operators may involve disruptions of the SmartSMS
Service powered by Complexity Intelligence for which We shall not be liable.
19.3 Chat Platforms
19.3.1 Complexity Intelligence utilizes third party chat platforms and services
to provide Users with the Chat Platform.
19.3.2 By accepting the terms and conditions contained herein, Users shall be agreeing
to the terms and conditions of such third parties.
19.3.3 Complexity Intelligence shall not be liable for any loss or damage arising
out of Your use of the third party services.
19.3.4 Complexity Intelligence reserves the right to vary all prices by providing
a prior notice of 15 (Fifteen) days.
19.3.5 Since the Complexity Intelligence provides Users with the Services by collaborating
with third parties, Complexity Intelligence shall stop the rendering of the Services
if the same are ended or otherwise
discontinued by the third party service provider. Complexity Intelligence shall
not be liable for any loss or damage caused to any person due to the ending or discontinuation
of services by the third party service provider.
19.4 Social Channel
19.4.1 Complexity Intelligence utilizes third party platforms and services to provide
Users with the Social Channel services.
19.4.2 By accepting the terms and conditions contained herein, Users shall be agreeing
to the terms and conditions of such third parties.
19.4.3 Complexity Intelligence shall not be liable for any loss or damage arising
out of Your use of the third party services.
19.4.4 Complexity Intelligence reserves the right to vary all prices by providing
a prior notice of 15 (Fifteen) days.
19.4.5 Since the Complexity Intelligence provides Users with the Services by collaborating
with third parties, Complexity Intelligence shall stop the rendering of the Services
if the same are ended or otherwise discontinued by the
third party service provider. Complexity Intelligence shall not be liable for any
loss or damage caused to any person due to the ending or discontinuation of services
by the third party service provider.
19.5.1 You are hereby expressly prohibited from using the abovementioned services
in any manner that is in violation of any applicable law or otherwise contrary to
the terms set out herein.
19.5.2 You are further restricted from using the abovementioned services to make
any unauthorised, unsolicited or unwarranted communications to any person.
19.5.3 Certain services are subject to the rendering of services by Complexity Intelligence’
service providers and Complexity Intelligence shall not be liable for any loss or
damages caused to any person due to their inability to access or avail the Services.
19.5.4 Neither shall Complexity Intelligence be liable for any loss or damage caused
to any User accessing or availing the abovementioned Services. Users may access and
use the same at their sole option and risk.
19.5.5 You hereby agree to indemnify or otherwise defend Complexity Intelligence
from and against all losses, damages, costs, claims, suits or actions arising due
to their use of the Services.
19.5.6 In the event any User requires any assistance the same shall be provided
at an additional charge. The charges shall be as set forth in the Commercial Proposal
or the Sales Order Form.
19.5.7 Any and all communications regarding these Services may be addressed to firstname.lastname@example.org
DATA PROCESSING AGREEMENT
This Agreement is drawn up in compliance with the art. 28 of European Regulation (EU)
2016/679 of 27 April 2016, concerning the protection of natural persons with regard
to the processing of personal data, and on the free movement of such data.
a) Complexity Intelligence LLC, with reference to the services subscribed by the Customer
and made available through DataKnowl platform (hereinafter "Services"), may process
personal data held by the Customer (hereinafter also "Data Controller" or "Controller").
b) The term "processing" means “ ... any operation or set of operations which is performed
on personal data or on sets of personal data, whether or not by automated means,
such as collection, recording, organisation, structuring, storage, adaptation or
alteration, retrieval, consultation, use, disclosure by transmission, dissemination
or otherwise making available,
alignment or combination, restriction, erasure or destruction.” as reported in the
art.4 of the European Regulation 2016/679.
c) The data, the information, the attachments and, in general, all the content that
the Data Controller (or the persons authorised by the latter) decides to enter into
the DataKnowl platform or, in general, into the Services provided by Complexity Intelligence
LLC are owned of the Controller himself. In the case of the entry of special and sensitive
personal data, it is the accountability of the Controller to demonstrate that he has
acquired the explicit consent to their processing.
d) The Data Controller determines the purposes and means of the processing of the
e) The Data Controller may have recourse to a natural or legal person, public authority,
agency or other body as a Data Processor provided that the latter provides sufficient
guarantees to implement appropriate technical and organisational measures in such
a manner that processing will meet the requirements of the GDPR Regulation and ensure
the protection of the rights of the data subject.
f) The Data Processor must process personal data only on documented instructions from
the Data Controller; the processing is governed by this agreement or by any subsequent
g) The Data Controller allows the Data Processor and the persons authorised by the
latter to access only personal data whose knowledge is necessary for the performance
of their duties.
ALL OF THIS PREMISED,
1) The Customer, as Data Controller, in the person of its legal representative, designates
Complexity Intelligence LLC as Data Processor of personal data (hereinafter also "Data
Processor" or simply "Processor") exclusively in relation to the processing of personal
data carried out for the provision of the Services subscribed by the Controller.
2) The processing of personal data will be carried out for the sole purpose of guaranteeing
the full execution of the Services provided by the Data Processor. Any requests by
the Controller to extend the processing operations to activities that are not compatible
with the nature of the Services offered by the Processor are excluded.
3) The Data Processor, pursuant to this agreement, and taking into account the state
of the art, the costs of implementation and the nature, scope, context and purposes
as well as the risk of varying likelihood and severity for the rights and freedoms
of natural persons, shall implement appropriate technical and organisational measures
a level of security appropriate to the risk. Inter alia, the Data Processor undertakes
a. Adopt preventive security measures to eliminate or minimize any risk of accidental
or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to
personal data transmitted, stored or otherwise processed.
b. Process the data exclusively for the purposes related to the performance of the
activity covered by the contract signed by the Data Controller and necessary for the
correct execution of the Services. The Processor, therefore, does not perform any
other type of processing that is not relevant to the purpose of the Services offered.
c. Ensure the confidentiality of information, documents and, in general, of all
the material that comes to its knowledge during the execution of the contract for
the provision of the Services.
d. Keep the data for no longer than is necessary for the execution of the Services
subscribed by the Data Controller and in any case no later than the terms of the law
or the period indicated by the Data Controller.
e. makes available to the Controller all information necessary to demonstrate compliance
with the GDPR obligations.
4) In relation to the technical and organisational measures to be taken to guarantee
an adequate level of security, the Processor undertakes to implement, as appropriate:
a. The pseudonymisation and encryption of personal data;
b. The ability to ensure the ongoing confidentiality, integrity, availability and
resilience of processing systems and services;
c. The ability to restore the availability and access to personal data in a timely
manner in the event of a physical or technical incident.
For a complete and updated view of the security measures adopted, the Data Processor
provides a specific section on the DataKnowl website (https://www.dataknowl.com).
5) The Processor commits that it has implemented the procedure to control and identify
unauthorised or illegal access or use of personal data. This includes regular testing,
assessing and evaluating the effectiveness of technical and organisational measures
for ensuring the security of the processing on an ongoing basis.
6) In the case of a personal data breach, the Processor, after having become aware
of it, shall notify the Controller, without undue delay. The Processor proceeds to
send the notification of data breach following the procedures established by current
legislation, collaborating closely with the Data Controller and with the competent
Supervisory Authorities. The notification shall at least:
a) describe the nature of the personal data breach including where possible, the
categories and approximate number of data subjects concerned and the categories and
approximate number of personal data records concerned;
b) communicate the name and contact details of the data protection officer or other
contact point where more information can be obtained;
c) describe the likely consequences of the personal data breach;
d) describe the measures taken or proposed to be taken by the controller to address
the personal data breach, including, where appropriate, measures
to mitigate its possible adverse effects.
7) The Processor should assist the Controller, where necessary and upon request, in
ensuring compliance with the obligations deriving from the carrying out of data protection
8) In relation to organisational measures, the Data Processor proceeds to:
a. Identify, within his company structure; the persons authorised to process personal
b. provide authorised persons with written instructions regarding the operations
to be carried out in order for data to be processed in accordance with the law;
c. monitor the correct observance of the instructions given;
d. monitor that the access to the data is allowed only to authorised persons or
to authorised automatic systems for purposes related to the provision of the Services.
At the level of electronic processing, access to data is:
i. limited to the minimum required for the purpose of providing the Services;
ii. personal, regulated by password;
iv. subject to periodic verification
based on the principle of separation of tasks. It is also applied the time-out of
inactive sessions and the blocking of accounts after multiple attempts to access.
At the level of paper processing, the Processor undertakes to verify that the persons
authorised to process data keep paper documents, containing personal data, in containers
and premises equipped with security and monitoring systems.
e. ensures that persons authorised to process the personal data have committed themselves
to confidentiality or are under an appropriate statutory obligation of confidentiality.
f. train their employees on security and data protection.
9) With this Agreement, the Controller confers general written authorisation to the
Data Processor to be able to use any other data processors ("sub-processors") for
the esecution of specific activities of the Services. These sub-processors are selected
from subjects who, due to their skills, experience and reliability, provide sufficient
guarantees to implement appropriate technical and organizational measures in such
a manner that processing will meet the requirements of GDPR Regulation. The same data
protection obligations as set out in the contract or other legal act between the Controller
and the Processor are be imposed on that other processor by way of a contract or other
legal act under Union or Member State law. Where a sub-processor fails to fulfil
its data protection obligations,
The Processor remains fully liable to the Controller for the performance of that
other sub-processor's obligations.
10) The Data Controller accepts that the Data Manager may use sub-managers established
in third countries outside the European Union for which the European Commission has
issued an opinion of adequacy and which ensures an adequate level of protection. In
the case of data transfer from the European Union to the United States of America,
the Controller may rely on the certification "EU-U.S. Privacy Shield Framework ".
11) In relation to the monitoring of the application of the current legislation on
data protection, the Data Processor:
a. Makes available to the Controller, on simply request, all information necessary
to demonstrate compliance with the GDPR Regulation;
b. Promptly notify the Data Controller if receives requests from data subjects,
inspections by the Supervisory Authority or the Judicial Authority regarding the data
processing. In the case of data subjects’ requests, the Processor will promptly notify
the Controller in writing allowing them:
i. Provide the data subject, where applicable, with personal data concerning
him or her, in a structured, commonly used and machine-readable format.
ii. Guarantee the data subject, where applicable, the right to erasure and restriction
12) On termination, for any reason, of the contract signed by the parties for the
provision of the Services or, at an earlier time, at the choice of the Controller,
the Processor must:
a. Return all the personal data to the Controller; or
b. Delete all the personal data, and delete existing copies unless European Union
or Member State law requires storage of the personal data.
13) The Data Processor assignment will be valid for the time necessary for the provision
of the Services signed by the Data Controller. If, for any reason whatsoever, the
relationship between the Controller and the Processor is no longer valid, or if the
Services are no longer provided, this contract will immediately cease to exist without
the need for communication and revocation and the Data Processor will automatically
terminate the processing of the data on behalf of the Data Controller.
This Agreement intends to cancel and replace any other contract or part of the contract
between the Data Controller and the Data Processor regarding the processing of personal
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