1.1 Your Crisp membership will continue and automatically renew until terminated. To use the Crisp service you must have Internet access and a Crisp ready device and provide us with one or more Payment Methods. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party. You must cancel your membership before it renews in order to avoid billing of the membership fees for the next billing cycle to your Payment Method (see "Cancellation" below).
1.2 We may offer a number of membership plans, including special promotional plans or memberships offered by third parties in conjunction with the provision of their own products and services. We are not responsible for the products and services provided by such third parties. Some membership plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you.
2.1. Your Crisp membership may start with a free trial. The duration of the free trial period of your membership will be specified during sign-up and is intended to allow new and certain former members to try the service.
2.2. Free trial eligibility is determined by Crisp at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. For combinations with other offers, restrictions may apply.
2.3. We will charge the membership fee for your next billing cycle to your Payment Method at the end of the free trial period and your membership will automatically renew unless you cancel your membership prior to the end of the free trial period. To view the applicable membership price and end date of your free trial period, visit our website and click the "Account" page.
3.1. Billing Cycle. The membership fee for the Crisp service any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific billing date indicated on your "Account" page. The length of your billing cycle will depend on the type of subscription that you choose when you sign-up for the service, monthly or annual. Membership fees are fully earned upon payment. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your paid membership began on a day not contained in a given month. Visit our website and click on the "Account" page to see your next payment date. We may authorize your Payment Method in anticipation of membership or service-related charges through various methods, including authorizing it up to approximately one month of service as soon as you register. In some instances, your available balance or credit limit may be reduced to reflect the authorization during your free trial period. Payment terms are net 30.
3.2. Payment Methods. To use the Crisp service you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.
3.3 Updating your Payment Methods. You can update your Payment Methods by going to the "Account" page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
3.4. Cancellation. You can cancel your Crisp membership at any time, and you will continue to have access to the Crisp service through the end of your billing period. To cancel, go to the "Account" page on our website and follow the instructions for cancellation. If you cancel your membership, your account will automatically close at the end of your current billing period. To see when your account will close, click "Billing details" on the "Account" page. If you signed up for Crisp using your account with a third party as a Payment Method and wish to cancel your Crisp membership, you may need to do so through that third party, for example by visiting your account with the applicable third party and turning off auto-renew, or unsubscribing from the Crisp service through that third party. You may also find billing information about your Crisp membership by visiting your account with the applicable third party. Annual contracts may be terminated 90 days prior to contract renewal by visiting your "Account" page. Monthly contracts can be terminated any day prior to contract renewal by visiting your "Account" page.
3.6. No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
4.1. You may only use the Services to store, retrieve, query, serve, and execute Your Content that is owned, licensed or lawfully obtained by you. As used in these Service Terms, (a) “Your Content” includes any “Company Content” and any “Customer Content” and (b) “Crisp Content” includes “Crisp Properties”. As part of the Services, you may be allowed to use certain software (including related documentation) provided by us or third party licensors. This software is neither sold nor distributed to you and you may use it solely as part of the Services. You may not transfer it outside the Services without specific authorization to do so.
4.2. You must comply with the current technical documentation applicable to the Services (including the applicable developer guides) as posted by us and updated by us from time to time on the Crisp Site. In addition, if you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service (including the applicable developer guides) as posted by us and updated by us from time to time on the Crisp Site.
4.3. You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. We may monitor the external interfaces (e.g., ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any end user materials that you control.
4.4. If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement (including the documentation, the Service Terms, or the Acceptable Use Policy) (“Prohibited Content”), we will notify you of the Prohibited Content and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the Services to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services, pursuant to the Digital Millennium Copyright Act or as required to comply with law or any judicial, regulatory or other governmental order or request. In the event that we remove content without prior notice, we will provide prompt notice to you unless prohibited by law. We terminate the accounts of repeat infringers in appropriate circumstances.
4.5. From time to time, we may offer free or discounted pricing programs covering certain usage of the Services (each, a “Special Pricing Program”). We may stop accepting new sign-ups or discontinue a Special Pricing Program at any time. Standard charges will apply after a Special Pricing Program ends or if you exceed the limitations by the Special Pricing Program. You must comply with any additional terms, restrictions, or limitations (e.g., limitations on the total amount of usage) for the Special Pricing Program as described in the offer terms for the Special Pricing Program or on the pricing page for the eligible Service(s). You may not access or use the Services in a way intended to avoid any additional terms, restrictions, or limitations (e.g., establishing multiple Crisp accounts in order to receive additional benefits under a Special Pricing Program), and we may immediately terminate your account if you do so. Any data stored or instances provided as part of a Special Pricing Program must be actively used.
4.6. If we make multiple discounts or pricing options for a Service available to you at one time, you will only be eligible to receive one discount or pricing option, and will not be entitled to cumulative discounting and pricing options.
4.7. You will ensure that all information you provide to us via the Crisp Site (for instance, information provided in connection with your registration for the Services, requests for increased usage limits, etc.) is accurate, complete and not misleading.
4.8. From time to time, we may apply upgrades, patches, bug fixes or other maintenance to the Service Offerings (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance) and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.
4.9. If your Agreement does not include a provision on Crisp Confidential Information, and you and Crisp do not have an effective non-disclosure agreement in place, then you agree that you will not disclose Crisp Confidential Information (as defined in the Crisp Customer Agreement), except as required by law.
4.10. Crisp has uses a range of sub-processors as defined by GDPR. You agree to allow Crisp to use and change sub-processors without notification in order to provide you with the best experience possible.
5.1. This Section describes the additional terms and conditions under which you may access and use certain features, technologies and services made available to you by Crisp that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Service”) or access and use Service Offerings available in Crisp regions that are not generally available, including, but not limited to, any Crisp regions identified by Crisp as “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Region”). In the event there is a conflict between the terms of this Section 1.10 and an existing Crisp Beta Test Participation Agreement between you and Crisp, the terms of the existing Crisp Beta Test Participation Agreement will take precedence.
5.2. During the term of the applicable Beta Service or Beta Region (as specified by Crisp), you may: (a) access and use the Beta Service or Service Offerings in any Beta Region solely for internal evaluation purposes; and (b) install, copy, and use any related Crisp Content that may be provided to you by Crisp in connection with the Beta Service or Service Offerings in any Beta Region (“Beta Materials”) solely as necessary to access and use the Beta Service or Service Offerings in any Beta Region in the manner permitted by this Section.
5.3. You agree not to allow access to or use of any Beta Service, Service Offerings in any Beta Region or Beta Materials by any third party other than your employees and contractors who (i) have a need to use or access the Beta Service, Service Offerings in the Beta Region or Beta Materials in connection with your internal evaluation activities, and (ii) have executed written non-disclosure agreements obligating them to protect the confidentiality of non-public information regarding the Beta Service, Beta Region and Beta Materials.
5.5. Crisp may suspend or terminate your access to or use of any Beta Service or Service Offerings in any Beta Region at any time and for any reason. Crisp may at any time cease providing any or all of any Beta Service or any Service Offering in a Beta Region in its sole discretion and without notice. Beta Services and Services Offerings in Beta Regions also may be unavailable and/or their performance may be negatively affected by scheduled and unscheduled maintenance. Crisp will use reasonable efforts to notify you in advance of scheduled maintenance, but Crisp is unable to provide advance notice of unscheduled or emergency maintenance.
5.6. In consideration of being allowed to access and use a Beta Service or Service Offering in a Beta Region, you agree to provide Crisp with information relating to your access, use, testing, or evaluation of the Beta Service, Service Offerings in the Beta Region or any related Beta Materials, including observations or information regarding the performance, features and functionality of the Beta Service or any related Beta Materials as applicable, when and in the form reasonably requested by Crisp (“Test Observations”). Crisp will own and may use and evaluate all Test Observations for its own purposes. You will not use any Test Observations except for your internal evaluation purposes of the Beta Service or Beta Region.
5.7. Each individual Beta Service and Service Offering in a Beta Region will automatically terminate upon the release of a generally available version of the applicable Beta Service or Service Offering in a Beta Region or upon notice of termination by Crisp. Notwithstanding anything to the contrary in the Agreement or these Services Terms, either you or Crisp may terminate your participation in a Beta Service or Service Offering in a Beta Region at any time for any reason upon notice to the other party. Notwithstanding anything to the contrary in the Agreement, after the conclusion of your participation in a Beta Service or Service Offering in a Beta Region for any reason, (a) you will not have any further right to access or use the applicable Beta Service or Service Offering in the Beta Region and Beta Materials; (b) your Content used in the applicable Beta Service or Service Offering in the Beta Region may be deleted or inaccessible; and (c) you will immediately return or, if instructed by Crisp, destroy all Beta Materials or any other Crisp Confidential Information related to the applicable Beta Service, Service Offering in any Beta Region or Beta Materials. If Crisp releases a generally available version of a Beta Service or a Service Offering in a Beta Region, your access to and use of the generally available version will be subject to the Agreement and any separate Section of these Service Terms as may be specified for that generally available Service Offering. If any Beta Region becomes generally available, your access to and use of Service Offerings in the generally available Crisp region will be subject to the terms and conditions applicable to that Crisp region. Crisp does not guarantee that any Beta Service or Service Offering in any Beta Region will ever be made generally available, or that any generally available version will contain the same or similar functionality as the version made available by Crisp during the term of the Beta Service or Beta Region, as applicable. Crisp does not guarantee that any Beta Region will become generally available.
5.8. Beta Materials, Test Observations, Suggestions concerning a Beta Service or Beta Region, or any other information about or involving (including the existence of) any Beta Service or Beta Region are considered Crisp Confidential Information. You will not disclose (including, but not limited to, in a press release or public statement) any Beta Materials, Test Observations, Suggestions concerning a Beta Service, or any other information about or involving (including the existence of) any Beta Service, except as agreed by Crisp in writing.
5.9. ADDITIONAL WARRANTY DISCLAIMERS. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS, BETA REGIONS AND BETA MATERIALS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, CRISP IS PROVIDING THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS AND BETA MATERIALS TO YOU “AS IS.” CRISP AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS, BETA REGIONS AND BETA MATERIALS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS, BETA REGIONS AND BETA MATERIALS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, CRISP AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. Crisp AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE BETA SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
5.10. Because the Beta Services and Materials involve features, technologies and services that are not yet generally available, you acknowledge that any violation of this Section 5.10 could cause irreparable harm to Crisp for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that Crisp will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Section 5.10.
6.1. You may perform benchmarks or comparative tests or evaluations (each, a “Benchmark”) of the Service Offerings. If you perform or disclose, or direct or permit any third party to perform or disclose, any Benchmark of any of the Service Offerings, you (i) will include in any disclosure, and will disclose to us, all information necessary to replicate such Benchmark, and (ii) agree that we may perform and disclose the results of Benchmarks of your products or services, irrespective of any restrictions on Benchmarks in the terms governing your products or services.
7.1. Only the applicable Crisp Contracting Party (as defined in the Crisp Customer Agreement) will have obligations with respect to each Crisp account, and no other Crisp Contracting Party has any obligation with respect to such account. The Crisp Contracting Party for an account may change as described in the Agreement. Invoices for each account will reflect the Crisp Contracting Party that is responsible for that account during the applicable billing period.
8.1. We retain all rights to all improvements we make to any Crisp websites or technologies, including any and all improvements resulting from or related to Crisp Machine Learning (Crisp “ML”) processing Your Content.
8.2. We may delete, without liability of any kind, any Crisp ML object that remains inactive for more than the number of days specified in the user documentation.
8.3. You are responsible for all fees incurred from your use of Crisp ML regardless of the quality of the results obtained. Your use of Crisp ML requires the use of other Services. You are responsible for all fees incurred for Services used in connection with Crisp ML.
9.1. “Crisp AI Services” means Your Content that is processed by a Crisp AI Service.
9.2. You will not, and will not allow any third-party to, use the Crisp AI Services to, directly or indirectly, develop or improve a similar or competing product or service.
9.3. You agree and instruct that for Crisp: (a) we may use, and store AI Content that is processed to maintain and provide the applicable Crisp AI Service (including but not limited to development and improvement of such Crisp AI Service) and to develop and improve Crisp and affiliate machine-learning and artificial-intelligence technologies; and (b) solely in connection with the usage and storage described in clause (a), we may store such AI Content in a Crisp region outside of the Crisp region where you are using such Crisp AI Service.
9.4. You are responsible for providing legally adequate privacy notices to End Users of your products or services that use any Crisp AI Service and obtaining any necessary consent from such End Users for the processing of AI Content and the storage, use, and transfer of AI Content as described under this Section, including but not limited to providing any required notices and obtaining any required verifiable parental consent under the Children’s Online Privacy Protection Act (COPPA) or similar laws and obtaining any required consent of individuals appearing in any images or videos processed by a Crisp AI Service. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for notifying us in the event that any AI Content stored by a Crisp AI Service must be deleted under applicable law
9.5. The distribution of output files created by Crisp AI Services may require that you obtain license rights from third-party owners or licensors of content that you include in AI Content. You are solely responsible for obtaining these licenses and paying any necessary royalties or fees.
9.6. Crisp AI Services are not intended for use in, or in association with, the operation of any hazardous environments or critical systems that may lead to serious body injury or death or cause environmental or property damage, and you are solely responsible for liability that may arise in connection with any such use.
9.8. You and your End Users are solely responsible for any decisions made, advice given, actions taken, and failures to take action based on your use of Crisp AI Services.
10.1. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
10.2. Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Crisp’s prior written consent, which shall not be unreasonably withheld. Crisp may transfer and assign any of its rights and obligations under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.
10.3. No Third Party Beneficiaries. Nothing in this Agreement shall confer, or is intended to confer, on any third party any benefit or the right to enforce any term of this Agreement. No entities other than Crisp and Customer may terminate, rescind or agree to any modification, waiver or settlement with respect to this Agreement.
10.4. Entire Agreement; Amendment. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers, amendments and modifications must be in writing signed by the party against whom the waiver, amendment or modification is to be enforced; however, there will be no force or effect given to any different or additional terms contained in any purchase order or other vendor form issued by Customer, even if signed by Crisp after the date hereof. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Crisp in any respect whatsoever.
10.5. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Crisp may provide notice using the information provided in the most recent Order Form and Customer may provide notice using the contact information provided on https://www.gocrisp.com.
10.6. Force Majeure. Any delay or failure in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay or failure is due to a labor dispute, fire, earthquake, flood or any other event beyond the reasonable control of a party, provided that such party promptly notifies the other party thereof and uses reasonable efforts to resume performance as soon as possible.
10.7. Governing Law; Arbitration. This Agreement will be governed by the laws of the State of Florida, U.S.A. without regard to its conflict of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Miami, Florida, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
10.8. Venue; Prevailing Party. The federal and state courts sitting in Miami, Florida, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. Notwithstanding the foregoing, each party shall have the right to commence and prosecute any action for injunctive relief before any court of competent jurisdiction. In any arbitration, action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
10.9. Publicity. Customer agrees to participate in press announcements, case studies, trade shows, or other marketing reasonably requested by Crisp. During the Term and for thirty (30) days thereafter, Customer grants Crisp the right, free of charge, to use Customer’s name and/or logo, worldwide, to identify Customer as such on Crisp’s website or other marketing or advertising materials. If you want to be exempted from this, you must let us know prior to purchasing the product or contact Crisp's Customer Success team. It may take up to 30 days to remove any press announcements, case studies, trade shows, or other marketing reasonably requested by Crisp.
This Data Processing Agreement (“Agreement“) forms part of the Contract for Services (“Principal Agreement“) between (the “Company”) and Crisp (the “Data Processor”)
(together as the “Parties”)
(A) The Company acts as a Data Controller.
(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
(D) The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1.1. Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
1.1.1. “Agreement” means this Data Processing Agreement and all Schedules;
1.1.2. “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
1.1.3. “Contracted Processor” means a Subprocessor;
1.1.4. “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5. “EEA” means the European Economic Area;
1.1.6. “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7. “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8. “Data Transfer” means:
188.8.131.52. a transfer of Company Personal Data from the Company to a Contracted Processor; or
184.108.40.206. an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
1.1.9. “Services” means the Crisp services the Company provides.
1.1.10. “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.
1.2. The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2.1. Processor shall:
2.1.1. comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
2.1.2. not Process Company Personal Data other than on the relevant Company’s documented instructions.
2.2. The Company instructs Processor to process Company Personal Data.
3.1. Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4.1. Taking into account the state of the art, the costs of implementation and 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, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2. In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
5.1. Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company.
6.1. Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
6.2. Processor shall:
6.2.1. promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
6.2.2. ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.
7.1. Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2. Processor shall take reasonable commercial steps to investigate, mitigate, and remediate each such Personal Data Breach.
7.3. Data Protection Impact Assessment and Prior Consultation Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
8.1 Customer may, upon at least thirty (30) days prior notice, and no more than once per 12 month period, appoint an independent third party auditor to physically inspect and audit, at Customer’s sole cost and expense, any facilities owned or controlled by Crisp in which Customer Personal Data is processed or stored, provided that such inspection: (i) shall occur on a mutually agreed upon date during Crisp’s regular business hours; (ii) does not interfere with any of Crisp’s business operations; and, (iii) does not, in Crisp’s reasonable discretion, create any risk to the confidentiality, integrity, or availability of any data stored or processed by Crisp. Prior to any audit, Customer, and any appointed auditor, must enter into a nondisclosure and confidentiality agreement as may be required by Crisp.
9.1. The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.
10.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.
10.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.