- DEFINITIONS. In addition to capitalized terms that are otherwise defined herein, the following capitalized terms shall have the meanings set forth in this Section 1.
“Confidential Information” means any information, regardless of form, proprietary to or maintained in confidence by either Party, including, without limitation, any Client Data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees that is disclosed by or on behalf of a Party, whether directly or indirectly, orally, visually or in writing, to the other Party or any of its employees or agents. The terms and conditions of any Order Form or Statement of Work will be deemed the Confidential Information of both Parties. The Services and the Developed Materials are the Confidential Information of a2z Personify.
“Client Data” means any materials, information, data, content, and other information that Client, or its employees or agents, collect (or which a2z Personify collects on behalf of client from Event attendees or others) or transmit to a2z Personify for the purpose of display or transmission via a SaaS Solution or any Mobile Application.
“Event” means a trade show, exposition, conference, meeting or similar event that has a specific start and end date.
“Event Solution” means any SaaS Solution (which includes Standard Services) ordered by Client under an Order Form, and may also include Mobile Applications, if ordered by Client on an Order form, or Other Services, if ordered by Client pursuant to a Statement of Work.
“IP Rights” means any and all intellectual property rights of any type, recognized in any country or jurisdiction throughout the world, now or hereafter existing, and whether or not perfected, filed or recorded, including without limitation, all: (i) inventions, including patents, patent applications and statutory invention registrations or certificates of invention, and any divisions, continuations, renewals or re-issuances of any of the foregoing; (ii) trademarks, service marks, domain names, trade dress, logos, and other brand source distinctions; (iii) copyrights and works of authorship, or (iv) trade secrets and know-how.
“License Metrics” means any limitation on the usage of any SaaS Solution or any Mobile Applications that is set forth in the applicable Order Form and may include, for example, one or more specific Events.
“On-Site Services” means any professional services provided by a2z Personify staff and/or third-party contractors at the Event.
“Other Services” means, in each instance, the implementation, integration, customization, training, consulting or other professional services provided by a2z Personify pursuant to a SOW under this Agreement, which are in addition to Standard Services.
“Order Form(s)” means one or more ordering documents for purchases of SaaS Solution that are prepared by a2z Personify and executed by Client from time to time under this Agreement. Order Forms are incorporated herein by reference.
“SaaS Solution” means a Web-based application and platform provided by a2z Personify that is ordered by Client under an Order Form and made available to Client on a subscription basis (e.g. a software-as-a-service) under this Agreement, but excluding Third-Party Applications.
“Services” means Standard Services (including without limitation the Event Solution, any related Mobile Applications, and the Support Services), as well as On-Site Services and Other Services (if any).
“Standard Services” means the configuration and deployment, technical, administrative and other Services that are included with each subscription, which vary based on the Event Solution(s) ordered, the applicable Subscription Term and the Event size. Standard Services also includes Support Services.
“Statement of Work” or “SOW” means one or more ordering documents for purchases of Other Services that are prepared by a2z Personify and executed by Client from time to time under this Agreement. SOWs are incorporated herein by reference.
“Subscription Term” means the length of each subscription for a SaaS Solution or a Mobile Application, which may be for a specified number of Events or for a specified period of time. Each renewal of a subscription, whether automatic or in writing, shall constitute a new Subscription Term.
“Support Services” means the Services set forth on Appendix A hereto, which is incorporated herein by reference.
“Third-Party Applications” means software products that are provided by third parties but may be configured to interoperate with the SaaS Solution and any Mobile Applications.
- SAAS SOLUTIONS AND MOBILE APPLICATIONS
2.1. Provision of SaaS Solution(s). Subject to Client’s compliance with all of the terms and conditions of this Agreement, a2z Personify shall make the SaaS Solution identified on an Order Form available to Client pursuant to this Agreement and the applicable Order Forms during each Subscription Term; provided that, Personify shall not be responsible for any unavailability caused by circumstances beyond a2z Personify’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, pandemic, civil unrest, act of terror, strike or other labor problem (other than one involving a2z Personify’s employees), Internet service provider failure or delay or denial of service attack. Subject to the provisions of this Agreement, a2z Personify hereby grants Client for the Subscription Term, a non-transferable, non-exclusive and revocable subscription right, without the right to grant sublicenses, to access and use the SaaS Solutions solely for the internal business purposes of Client. Except for the foregoing subscription right, no other rights in the SaaS Solutions are granted hereunder, and the SaaS Solutions is and will remain the sole and exclusive property of a2z Personify and its licensors, if any, whether the SaaS Solutions is separate or integrated with any other products, services or deliverables.
2.3. License Metrics. Client’s right to use the SaaS Solution and any Mobile Applications is limited by the License Metrics designated in the applicable Order Form(s). There will be no fee adjustments or refunds for any decrease in usage or License Metrics during the Term.
2.4 Commencement. a2z Personify will initiate deployment of the ordered Event Solutions for the Events listed on the Order Form after receipt of payment as described in Section 5 (Fees and Payments). The estimated access date for Event Solution deployments is 60 days after Order Form execution for single-Event projects. For multi-Event projects, the estimated access date is 60 days after Order From execution for the first Event deployment, and 6 months prior to show date for the remaining Event deployments.
2.5. Changes and Environment. Access to any SaaS Solution or any Mobile Applications is limited to the version in a2z Personify’s production environment. a2z Personify regularly updates the SaaS Solutions and Mobile Applications and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements. The SaaS Solutions and Mobile Applications will be hosted on a server that is maintained by a2z Personify or its designated third-party supplier or cloud computing provider. Client is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the SaaS Solutions and any Mobile Applications, including but not limited to Internet access and adequate bandwidth.
2.6. Third Party Applications. Client’s use of Third-Party Applications is governed entirely by the terms of Client’s agreement with the relevant third party. Nothing in this Agreement creates any rights or obligations on the part of a2z Personify with respect to such Third-Party Applications nor should this Agreement be construed as creating any rights or obligations on the part of any third party providing Third-Party Applications with respect to the SaaS Solution provided by a2z Personify.
2.7 Data Security Obligations. Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing personal data (i.e., any information relating to an identified or identifiable natural person) to enable Clients use of a SaaS Solution or Mobile Application, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, a2z Personify has implemented and shall maintain appropriate technical and organizational security measures to help ensure a level of security that is appropriate in light of the risks presented by the processing, in particular risks of accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data that is transmitted, stored, or otherwise processed through the use of a SaaS Solution or Mobile Application.
2.8 Data Protection Addendum. Client and a2z Personify shall comply with all applicable data protection and privacy laws and regulations and shall provide help and cooperation to the other as is reasonably necessary or requested to comply with these laws and regulations. If a SaaS Solution or Mobile Application involves the processing of personal data of any individuals, located within the European Economic Area, Switzerland, or California on behalf of Client, then both Parties agree to be bound by the terms of the Data Protection Addendum that is attached hereto and incorporated herein by reference.
- GENERAL RESTRICTIONS
3.1. Client Responsibilities. Client shall: (a) be responsible for compliance with this Agreement by its authorized users, (b) be responsible for the accuracy, quality, integrity, and legality of Client Data and of the means by which Client acquires Client Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of any SaaS Solution or Mobile Applications, and notify a2z Personify promptly of any such unauthorized access or use, and (d) use any SaaS Solutions or Mobile Applications only in accordance with applicable laws and government regulations,.
3.2. Restrictions. Client will not, directly or indirectly, do any of the following: (a) make any SaaS Solution or Mobile Applications available to, or use any SaaS Solution or Mobile Application for the benefit of, anyone other than Client or its authorized users; (b) sell, resell, license, sublicense, distribute, rent or lease any SaaS Solution or Mobile Application, or include any SaaS Solution or Mobile Application in a service bureau or outsourcing offering; (c) use any SaaS Solution or Mobile Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use any SaaS Solution or Mobile Application to store or transmit code, files, scripts, agents or programs intended to do harm (including, for example, viruses, worms, time bombs and Trojan horses); (e) interfere with or disrupt the integrity or performance of any SaaS Solution or Mobile Application or third-party data contained therein; (f) attempt to gain unauthorized access to any SaaS Solution or any Mobile Application; (g) permit direct or indirect access to or use of any SaaS Solution or Mobile Application in a way that circumvents a contractual usage limit, (h) copy any part, feature, function or user interface of any SaaS Solution or any Mobile Application; (i) access any SaaS Solution or Mobile Application in order to build a competitive product or service; or (j) reverse engineer, disassemble or decompile any portion of any SaaS Solution or any Mobile Application.
4.1. Standard Services. Unless otherwise set forth on the Order Form, Standard Services (which include Support Services) are included in the subscription fee set forth on the Order Form. The scope of the Standard Services to be provided under a particular Order Form will be shared with Client at the beginning of the applicable Subscription Term, or upon request.
4.2. Other Services. Other Services in excess of the Standard Services must be mutually agreed upon and set forth in an SOW. a2z Personify will perform the Other Services described in the applicable SOW. Either Party may propose a change order to add to, reduce, or change the work ordered in the SOW. Each change order must specify the changes to the Other Services or deliverables, and the effect on the time of performance and on the fees. A change order is not binding until executed by both Parties.
4.3. On-Site Services. If agreed in an SOW, a2z Personify will provide or will contract with a third-party contractor to provide On-Site Services at an Event as specified in such SOW. Client shall be solely responsible for preparing the Event location and providing a2z Personify with sufficient access to power, internet access (including wifi), and other materials and equipment as may be specified in the applicable SOW. In addition, Client shall be responsible for and shall provide a2z Personify with copies of insurance regarding such Event and the On-Site Services as set forth in the applicable SOW. Such insurance shall cover a2z Personify’s personnel providing On-Site Services as well as a2z Personify equipment or other materials used at the Event to provide the On-Site Services. Client agrees to allow a2z Personify and its agents reasonable access to the designated Event locations at all reasonable times upon reasonable notice for the purpose of performing the On-Site Services. Client will pay all shipping for all supplies and equipment shipped by a2z Personify, as needed in connection with the On-Site Services. All shipping charges are the responsibility of Client and will be included on the invoice. Please note, specialty printers and large equipment needs may be shipped via freight. Any hotel or venue shipment handling fees are additional and are not included in the amounts set forth in the SOW. a2z Personify is not responsible for delays in shipping, delays in personnel related travel or any other delays in the arrival of equipment and/or staffing to the event venue. Client shall bear the risk of loss/damage to a2z Personify’s equipment and other materials following shipment until such equipment has been returned to a2z Personify’s possession following the Event. Client will take commercially reasonable precautions to protect a2z Personify’s equipment and other materials that are at the Event in connection with the On-Site Services and shall promptly pay for any damage, loss or theft regarding such equipment or other materials following Personify’s invoice regarding the same.
4.4. Developed Materials. If agreed in an SOW, a2z Personify may develop modifications to the SaaS Solution or any Mobile Applications or other inventions, works of authorship, or other materials or information created in connection with the Services, in each case as specified in the applicable SOW (“Developed Materials”). Unless otherwise specified in the applicable SOW, all Developed Materials created under this Agreement, including all IP Rights related thereto, shall be owned by a2z Personify. a2z Personify hereby grants Client, subject to timely payment of applicable fees and charges, and subject to the restrictions in this Agreement, a personal, nonexclusive, non-transferable license for the Subscription Term to use the Developed Materials solely in connection with its use of the SaaS Solution or any Mobile Applications. Unless specified in a SOW, a2z Personify does not provide updates or reintegration work required to make Developed Materials compatible with future versions or releases of the SaaS Solution.
- FEES AND PAYMENTS
5.1. Fees. Client agrees to pay a2z Personify the fees and other amounts set forth on all applicable Order Forms and SOWs. One hundred percent (100%) of the annual licensing fee is due within 30 days of the effective date of this Agreement and 30 days after the anniversary date of this Agreement for multi-year contracts. Unless otherwise specified in the applicable Order Form or SOW, the following Other Services are available for the fees specified below:
- Web Services Integration for Mobile/Kiosk/Networking. At Client’s request, a2z Personify can provide web services to integrate the SaaS Solutions with Client’s mobile, kiosk, and/or networking/matchmaking solution for a flat web services integration fee of $1,500 per Event per third-party vendor.
- Floor Plan Redeployment. At Client’s request, a2z Personify can redeploy a floor plan for an event that has already been configured for a flat fee of $1,000 per request.
5.2. Payment Terms. Unless otherwise specified in the applicable Order Form or SOW, all undisputed fees and other amounts due under this Agreement shall be due and payable net thirty (30) calendar days after date of receipt by Client of the applicable invoice. a2z Personify may charge a late charge equal to the lesser of (a) one percent (1%) per month; or (b) the maximum amount allowed by applicable law, on any outstanding past due balance that is not the subject of a good faith dispute.
5.3. Taxes. Client shall be responsible for all taxes, duties, and assessments imposed on Client in connection with fees paid under the provisions of this Agreement, including without limitation, all sales, use, excise or other taxes and duties. a2z Personify will include all such taxes, duties, and assessments on each applicable invoice and, upon payment thereof, will remit such taxes, duties, and assessments to the applicable governmental authority.
5.4. Expenses. Client shall reimburse a2z Personify for any reasonable, actual out-of-pocket expenses incurred and approved by Client, including travel expenses and related costs, incurred by a2z Personify employees and subcontractors, provided that such expense and costs are consistent with Client’s own travel policies and approved in advance by Client.
5.6. Disputed Charges. Client must notify a2z Personify in writing of any dispute or disagreement with invoiced charges within thirty (30) calendar days after the date of receipt of the applicable invoice by Client. Absent such notice, Client shall be deemed to have agreed to the charges as invoiced.
5.7. Suspension. If any amount owed by Client under this Agreement is thirty (30) or more days past due, a2z Personify may, without limiting its other rights and remedies, accelerate Client’s unpaid fee obligations under this Agreement so that all such obligations become immediately due and payable, and suspend all or any portion of the Event Solutions until such amounts are paid in full. a2z Personify will give Client at least ten (10) days’ prior notice that Client’s account is overdue before implementing any such suspension.
- CONFIDENTIAL INFORMATION
6.1. Confidentiality. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain Confidential Information of the other Party or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. Except as may be expressly set forth in this Agreement, each Party that receives Confidential Information of the other Party agrees during the term of this Agreement and thereafter, to: (a) use the Confidential Information only for the purposes of performing this Agreement and other purposes permitted by applicable laws and regulations; (b) hold the Confidential Information of the other Party in confidence and restrict it from dissemination to, and use by, any third party; (c) protect the confidentiality of the other Party’s Confidential Information using the same degree of care, but no less than reasonable degree of care, as the receiving Party uses to protect its own Confidential Information; (d) not create any derivative work from Confidential Information of the other Party; and (e) restrict access to the Confidential Information of the other Party to such of its personnel, subcontractors, and/or consultants who have a need to have access to such Confidential Information, who have been advised of the confidential nature of such information, and who have agreed in writing to terms no less protective than the terms set forth in this Agreement with respect to the treatment of such Confidential Information.
6.2. Confidentiality Exceptions. Section 6.1 shall not apply to Confidential Information that is: (a) publicly available or in the public domain at the time disclosed; (b) becomes publicly available or enters the public domain through no fault of the recipient; (c) rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; or (d) already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure.
6.3. Compelled Disclosure. Notwithstanding the foregoing, each Party may disclose Confidential Information of the other Party to the limited extent required to: (a) comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall, to the extent allowed by law, first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (b) establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.
6.4. Equitable Relief. The Parties acknowledge and agree that money damages would not be a sufficient remedy for breaches of this Section 6, and that each Party may seek injunctive relief, specific performance, or other equitable relief as a remedy for any such breach.
- INTELLECTUAL PROPERTY/PROPRIETARY RIGHTS
7.2. Client. Client and its licensors own all right, title and interest, including all IP Rights, in and to the Client Data and all Confidential Information disclosed by Client. a2z Personify shall not knowingly engage in any act or omission that would impair Client’s IP Rights or Confidential Information. In no event shall a2z Personify obtain any ownership rights in or to the Confidential Information of Client, the Client Data or Client’s IP Rights.
7.3. Client Data; License. As between a2z Personify and Client, Client exclusively owns all rights, title, and interest in and to all of the Client Data. Client hereby grants a2z Personify a worldwide, limited-term license to host, copy, transmit and display Client Data, as necessary for a2z Personify to provide the SaaS Solution or any Mobile Applications in accordance with this Agreement. Subject to the limited licenses granted herein, a2z Personify acquires no right, title or interest from Client under this Agreement in or to Client Data. Client hereby grants to a2z Personify a perpetual, non-exclusive, royalty-free license to (a) use Client Data in order to provide, monitor, build, and improve the SaaS Solution and any Mobile Applications; and (b) use all of Client Data that is anonymous and does not personally identify Client or an Authorized User for statistical, analytical and other aggregate use.
7.4. Content; License. Client represents and warrants to a2z Personify that it owns all right, title and interest in, or otherwise has full and sufficient authority to use in the manner contemplated by this Agreement, any content furnished by Client to a2z Personify for incorporation into the SaaS Solution. Client hereby grants a2z Personify a limited, non-exclusive, royalty-free license to use such content in the manner contemplated by this Agreement.
7.5. Suggestions. Client hereby grants a2z Personify a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the SaaS Solution and/or Mobile Application any suggestions, enhancement requests, recommendations, correction or other feedback provided by Client relating to the functionality and/or operation of the SaaS Solution and/or Mobile Application.
ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. A2Z PERSONIFY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED OR STATUTORY, AND A2Z PERSONIFY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO WARRANTY IS MADE BY A2Z PERSONIFY ON THE BASIS OF TRADE USAGE OR COURSE OF DEALING. A2Z PERSONIFY DOES NOT WARRANT THAT ANY SERVICES, OR ANY OTHER INFORMATION, MATERIALS, OR SERVICES PROVIDED UNDER THIS AGREEMENT, WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
- LIMITATIONS OF LIABILITY
9.1. IN NO EVENT SHALL A2Z PERSONIFY BE LIABLE TO CLIENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, EVEN IF A2Z PERSONIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. THE MAXIMUM AGGREGATE LIABILITY OF A2Z PERSONIFY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NEVER EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO A2Z PERSONIFY UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY BEFORE ANY EVENT GIVING RISE TO THE CLAIM.
9.3 THE LIMITATIONS SET FORTH IN THIS SECTION 9 SHALL NOT APPLY WHERE A CLAIM RESULTS FROM (I) MISAPPROPRIATION OF THE OTHER PARTY’S IP RIGHTS, OR (II) INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF PARTY. IN ADDITION, THE LIMITATIONS SET FORTH IN THIS SECTION 9 MAY NOT BE PERMISSIBLE UNDER SOME STATE LAWS AND, THEREFORE, MAY NOT BE APPLICABLE.
9.4. Essential Basis. The disclaimers, exclusions, and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.
Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its officers, directors, shareholders, members, managers, employees, and agents (each, an “Indemnified Party”) against any claim, including costs and reasonable attorney’s fees, in which the Indemnified Party is named as a result of the grossly negligent or intentional acts or omissions of the Indemnifying Party, its employees or agents, while performing its obligations pursuant to this Agreement or any SOW, which result in death, personal injury or property damage. In addition, the Client, as Indemnifying Party, shall indemnify, defend, and hold harmless a2z Personify and its Indemnified Parties, against any claim, including costs and reasonable attorney’s fees, related to or arising from Client Data, any On-Site Services and/or any Event. The Indemnified Party must give the Indemnifying Party: (a) prompt written notice of such claim; (b) authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as the Indemnifying Party may reasonably request, at the Indemnifying Party’s expense, in connection with such defense and/ or settlement. Notwithstanding the foregoing, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle any third-party claim against the Indemnified Party unless (x) such settlement completely and forever releases t the Indemnified Party with respect thereto or (y) does not involve any financial obligation on the part of the Indemnified Party. In any action for which the Indemnifying Party provides defense on behalf of the Indemnified Party, the Indemnified Party may participate in such defense at its own expense by counsel of its choice.
- TERM AND TERMINATION
11.1. Term of Purchased Subscriptions. Each Subscription Term shall be for the applicable time period or number of Events specified in the applicable Order Form. UNLESS OTHERWISE SPECIFIED IN THE APPLICABLE ORDER FORM, EACH SUBSCRIPTION TERM WILL AUTOMATICALLY RENEW FOR THE SAME NUMBER OF EVENTS OR THE SAME TIME PERIOD AS THE EXPIRING SUBSCRIPTION TERM, UNLESS EITHER PARTY GIVES THE OTHER PARTY WRITTEN NOTICE OF NON-RENEWAL AT LEAST SIXTY (60) DAYS BEFORE THE LAST EVENT, OR THE END OF THE EXPIRING SUBSCRIPTION TERM (each, a “Renewal Subscription Term”). a2z Personify may change any of the fees upon the commencement of any Renewal Subscription Term, provided any such increase in fees will be capped at the greater of 5% (against the preceding 12 months’ fees) or the percentage amount equal to the percentage change in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index (“CPI”) over the preceding 12 months (the “Fee Change Cap”). The CPI used for making such adjustments shall be the Consumer Price Index published by the U.S. Department of Labor Statistics for CPI for Urban Wage Earners and Clerical Workers (CPI-W). Notwithstanding the above, a2z Personify may change any of the Fees in excess of the Fee Change Cap upon the commencement of any Renewal Subscription Term with written notice to Client of any such modification and/or increase in Fees at least ninety (90) days prior to the commencement of any such Renewal Subscription Term. Client’s sole remedy if it doesn’t agree to such modified and/or increased Fees will be to non-renew the Subscription Term as set forth in this Section 11.1.
11.3. Term of Statements of Work. Unless otherwise stated in the applicable SOW, the term of each SOW shall last until performance thereunder is completed.
11.5. Termination for Breach. Either Party may terminate any Order Form or SOW executed under this Agreement, in the event of a material breach by the other Party. Such termination may be effected only through a written notice to the breaching Party; specifically identifying the breach on which such notice of termination is based. The breaching Party will have a right to cure such breach within sixty (60) calendar days of receipt of such notice (ten (10) calendar days in the case of non-payment). The non-breaching Party may terminate the applicable Order Form or SOW in the event that such cure is not made within such sixty (60)-day period (or ten (10)-day period in the case of non-payment).
11.6. Termination of Individual Order Forms or SOWs. Where a Party has rights to terminate, the non-breaching Party may, at its discretion, either terminate all Order Forms and SOWs, or just the Order Form or SOW under which the breach has occurred. Order Forms and SOWs that are not terminated shall continue in full force and effect under the terms of this Agreement.
11.7. Accrued Obligations; Cumulative Remedies. Termination of any particular Order Form or SOW shall not release either Party from any liability which, at the time of termination, has already accrued or which thereafter may accrue with respect to any act or omission before termination, or from any obligation which is expressly stated in this Agreement and/or any applicable Order Form or SOW to survive termination. Termination of any Order Form or SOW, regardless of cause or nature, shall be without prejudice to any other rights or remedies of the Parties and shall be without liability for any loss or damage occasioned thereby.
11.8. Effect of Termination. Upon any termination of this Agreement, Client shall immediately discontinue all use of the Event Solutions and promptly pay to a2z Personify all amounts due and payable under this Agreement. In addition, each Party shall: (a) immediately discontinue all use of the other Party’s Confidential Information; and (b) at the option of the disclosing Party, either return or destroy all Confidential Information of the disclosing Party in its possession. The provisions of Sections 4.3, 5, 6, 7 (excluding Section 7.3 and 7.4), 8, 9, 10, 11.7 thru 11.9 and 12 shall survive termination or expiration of this Agreement.
11.9 Client Data. Upon termination of this Agreement for any reason, a2z Personify will provide Client with a 30-day window in which to copy Client Data stored on the a2z Personify Platform. Thereafter, all Client Data may be archived by a2z Personify for a period of up to twelve months, unless Client directs a2z Personify in writing to permanently delete the Client Data.
12.1. Applicable Law; Venue and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its rules regarding conflicts of laws. THE PARTIES AGREE THAT ANY AND ALL CAUSES OF ACTION BETWEEN THE PARTIES ARISING FROM OR IN RELATION TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED WITHIN THE STATE OF TEXAS.
12.3. Export Compliance. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Event Solutions. Without limiting the foregoing, (a) each Party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports and (b) Client shall not access or use the Event Solutions in violation of any U.S. export embargo, prohibition, or restriction.
12.4. Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be: (a) delivered in person; (b) sent by registered mail, return receipt requested; or (c) sent overnight using an overnight air courier. Notices will be considered to have been given at the time of actual delivery if delivered in person, three (3) business days after posting if sent by mail, or one (1) day after delivery to an overnight air courier service. All such notices shall be sent to each Party at its address specified on the applicable Order Form, or addressed to such other address as that Party may have given by written notice in accordance with this provision.
12.5. Assignment. Neither Party shall assign its rights or delegate its obligations under this Agreement without the other Party’s prior written consent, and, absent such consent, any purported assignment or delegation shall be null, void, and of no effect. Notwithstanding the foregoing, either Party may assign this Agreement, without requiring such prior consent, in connection with a merger or sale of all or substantially all of its assets, provided that the assignee agrees in writing to assume the assignor’s obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of a2z Personify and Client and their successors and permitted assigns.
12.6. Independent Contractors. The Parties are acting as independent contractors in making and performing this Agreement. The relationship arising from this Agreement does not constitute or create any partnership, joint venture, employment relationship or franchise between the Parties.
12.7. Amendment. No amendment to any Order Form or SOW shall be valid unless it is made in writing and is signed by the authorized representatives of both Parties.
12.8. Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right.
12.9. Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.
12.10. No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
12.11. Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.
Additional Terms and Conditions: Enhanced Digital Content Partnership (if applicable)
- EDCP Add-Ons. When Client subscribes to the EDCP, a2z Personify will make add-on products and services (“Add-Ons”) available for exhibitors, sponsors, and advertisers to purchase in connection with the Event(s) referenced in the Order Form. Add-Ons will be specified in the applicable Order Form and may include, but are not limited to, the following:
- Enhanced eBooth Listings,
- Additional Product Listings,
- Event Map Banner Ads,
- Web Banner Ads,
- Floor Plan logo
Additional Add-Ons can be added by mutual agreement. Any such addition must be initiated by a2z Personify in writing and approved by the Client, in writing. E-mail is an acceptable means of writing in this context. Any Other Services will be provided by a2z Personify on an as-needed basis pursuant to a separate SOW.
- Sales of Add-Ons.
- Wholesale Prices for Show Organizer. If Client decides to bundle some of the Add-Ons with exhibit or sponsorship packages, a2z Personify can provide wholesale prices.
- All Add-On Sales are Final. Add-Ons are not refundable to exhibitors, sponsors, or advertisers, including in the case of an Event cancellation or non-participation in the Event.
- Add-On Payments Collection. Unless otherwise agreed-upon by both Parties in writing, Add-on payments made by exhibitors, sponsors, or advertisers will be collected by Client.
- Compensation. As compensation for the performance of their respective obligations under the EDCP, Client and a2z Personify shall share revenue from the EDCP in accordance with the following:
- Revenue Share. Revenue from the sale of Add-Ons in connection with a Client Event will be shared in accordance with the revenue sharing percentages set forth in the applicable Order Form.
- Allocation and Reconciliation. a2z Personify will compile Add-On revenues and allocate the revenue between Client & a2z Personify. This reconciliation will be done within thirty (30) days after the end of the Event.
- Add-on Revenue Settlement. Based on the reconciliation, Client will pay a2z Personify, within thirty (30) days of reconciliation.
- Obligations of a2z Personify. a2z Personify shall:
- be the exclusive online exhibit contract provider for the duration of this Agreement;
- upon receipt of Client’s attendee email list, send up to six (6) marketing emails to attendees promoting the tools provided by a2z Personify for Client’s conference and/or trade show;
- retain all rights to any Audience Engagement Marketing Materials that are prepared by a2z Personify;
- through scheduling with Client, send up to six (6) marketing emails to exhibitors to promote Add-On Features during Client’s show cycle; and
- fulfill all Add-On Features sales, such as floor plan logos, videos, floorplan banner ads, etc., as those mutually agreed upon in writing between both parties.
- Obligations of Client. Client shall:
- grant a2z Personify exclusivity as provider of online exhibit contracts for the duration of this Agreement;
- provide a2z Personify with Client’s complete attendee list for a2z Personify’s marketing purposes;
- through consultation with a2z Personify, allow a2z Personify to send up to six (6) marketing emails to attendees promoting the tools provided by a2z Personify for Client’s conference and/or expo;
- through scheduling with a2z Personify, allow a2z Personify to send up to six (6) marketing emails to exhibitors to promote add-ons during Client’s show cycle; and
- allow a2z Personify to fulfill any and all Add-On Features and related sales, such as floorplan logos, videos, floorplan banner ads, etc., as those mutually agreed upon in writing between both parties.
Additional Terms and Conditions: Lead Retrieval (if applicable)
The Lead retrieval application is the lead retrieval solution that enables Client’s authorized users (event staff and/or exhibitor personnel) to retrieve attendee’s event registration information and contact information (“Leads”), and to rate and add qualification data to Leads (“Lead Data”) (collectively, “Lead Information”). Users may collect Leads by scanning a barcode or QR code displayed on an event attendee’s badge using a mobile device or by manually entering an attendee’s information.
- Lead Retrieval Features:
- Mobile app badge scanning solution or, if contracted, a scanning device
- Unlimited Custom Qualifiers.
- Real time data exports directly from the app.
- Reports on Lead Information, Lead survey responses, Lead metrics
- Onsite management and staff support, if contracted
- Subscription Options:
- For Event Organizers: Client, as an Event organizer, may purchase end user subscription rights for the Lead Retrieval solution from a2z Personify to allocate among Event staff and third-party exhibitors at one or more events.
- For Exhibitors: Client, as an Event organizer, may enable exhibitors at a specific Event to obtain user subscription rights directly from a2z Personify via the Exhibitor Portal. In this case, where Client as the Event organizer does not purchase user subscription rights in advance, Client agrees that Lead Retrieval will be the sole and exclusive Lead retrieval solution available for the Event. The parties mutually agree in writing to waive this exclusivity requirement in the case of a particular exhibitor or Event.
The subscription option selected by Client shall be identified in the applicable Order Form or Addendum.
- Client Responsibilities Include:
- Assistance in marketing the Lead Retrieval solution as the official lead retrieval service for the event to all exhibitors. a2z Personify will send at least two email “reminders” to exhibitors to license the Lead Retrieval solution. Draft of those emails will be shared with Client before the scheduled date.
- Provide a barcode or QR code on the badge that is compatible with Lead Retrieval. If the barcode or QR code has limited attendee information (example: BadgeID only) Lead Retrieval will need API access to the registration system to pull in the attendee information.
- Any attendee lists provided to exhibitors must not include email, phone or street address (City/State/Country is permitted).
Additional Terms and Conditions
All-In Exhibitor Insurance Program
Client Obligations. Client hereby agrees:
To contractually obligate all Event exhibitors to purchase the All-In-EIP by updating the relevant exhibitor terms accordingly;
To include and bundle the cost of the All-In-EIP in all exhibitor booth space fees;
To charge exhibitors for the All-In-EIP in the amount specified by a2z Personify, with no discounts or offsets;
To include the following (or substantially similar) language in the relevant exhibitor terms:
“Due to exhibitor requests, we are now including in your booth space fee the cost of liability insurance which meets our requirements. You will no longer need to go through all the hassles and costs of getting and submitting your own compliant insurance. We want to make exhibiting at our show less stressful and as easy as possible. We hope you appreciate this new benefit.”
To accurately represent to Event exhibitors the nature or scope of coverage provided under the All-In-EIP; and
To direct any exhibitor inquiries relating to insurance claims or coverage to Rainprotection Insurance, not to a2z Personify.
a2z Personify is not an insurance provider, broker, or agent. a2z Personify does not make any endorsement or recommendation with respect to the All-In-EIP and does not represent, warrant, or covenant that the All-In-EIP will provide adequate coverage against any risks. Insurance coverage under the All-In-EIP is provided by Rainprotection Insurance, an independent, third-party insurance provider. a2z Personify hereby disclaims all liability relating to the insurance provided by Rainprotection Insurance.
Client will indemnify, hold harmless, and defend a2z Personify and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys fees, incurred by a2z Personify arising out of or related to any third-party claim in any way related to the All-In-EIP.
A2z Personify will promptly invoice Client the total amount collected through the All-In EIP for all applicable Events, and Client will pay such invoice within thirty (30) days following receipt.
If an Event is cancelled prior to the scheduled Event start date, Client will promptly inform a2z Personify of such cancellation. a2z Personify will use commercially reasonable efforts to notify Rainprotection Insurance of such cancellation and will request that all applicable policies be cancelled. Notwithstanding the foregoing, Client will remain obligated to pay all insurance fees if the applicable policies are not cancelled, regardless of whether Client issues refunds to its Event exhibitors.
Appendix A – Standard Support Services
a2z Personify shall provide Support Services to the Client in accordance with this support plan (the “Plan”).
- Severity Classifications. The following support severities are used for classifying Client’s issues. These classifications ensure consistent treatment of problems handled by a2z Personify. The Parties (acting reasonably) will mutually decide on the appropriate severity level after mutual consultations.
- Severity 1: The Program is not functioning in accordance with the specifications, and production or mission-critical business operations cannot be performed if service is not restored quickly. No work-around is available. Both a2z Personify and Client are willing to commit full-time resources around the clock to resolve the situation.
- Severity 2: The Program is not functioning in accordance with the specifications; affecting significant aspects of business operations. No workaround is available. a2z Personify and Client are willing to commit full-time resources during business hours to resolve the situation.
- Severity 3: The Program is not functioning in accordance with the specifications, but most business operations continue. A known work-around exists. Client is able to implement the work-around without severe interruption of production processing.
- Severity 4: Client requires information or assistance on solution capabilities, installation, or configuration; Client reports a cosmetic or documentation issue that has no material impact on current productivity; or Client reports a problem or makes a suggestion that would result in a product enhancement.
- Response Expectations. The following Response Expectation table specifies the level of response that will be given to a Client’s issue at each step of the process based upon the assigned severity of the issue. The table specifies the maximum amount of time elapsed to complete each step.
- Step 1: Represents the acknowledgment of a Client’s issue and the beginning of information gathering and the trouble-shooting process.
- Step 2: Represents the time frame in which the issue will be actively addressed by a2z Personify and an error correction provided to Client.
Step 3: Represents when a permanent solution will be available as part of the official a2z Personify product line. This may be in the form of a service pack or an update depending upon the specific problem requirements and timetable.
Response Expectation Table:
Work will be started immediately upon acknowledgement and will continue until resolved
Within 60 calendar days
1 to 4 business days
Within 90 calendar days
Within 10 business days
Next scheduled Program Release
Worked on a time available basis
c. Escalation Process. a2z Personify management will be made aware of issues according to the timeframes set forth below in the Escalation Table. Severity 4 issues are not escalated except as they may be reclassified due to changes in severity level.
2 business hours
4 business hours
Director of Professional Services
8 business hours
Director of Professional Services
16 business hours
24 business hours
Director of Professional Services
Data Protection Addendum – a2z Personify LLC
Addendum to Main Agreement between:
- a2z Personify LLC. (“a2z Personify”); and
- “Client,” the legal entity that executes one or more Order Forms and/or Statements of Work in connection with receiving Subscription Services from a2z Personify.
Client and a2z Personify may be referred to individually as a “Party” and collectively as the “Parties.”
- Under applicable data protection laws and regulations, including but not limited to the European Union (“EU”) General Data Protection Regulation 2016/679 and the legislation implementing the GDPR into law in the United Kingdom (“UK”), including the Data Protection Act 2018 as amended (“GDPR”) and the California Consumer Privacy Act (“CCPA”) as amended, certain data protection and privacy obligations either must or should be addressed in contracts between companies and their service providers (“Applicable Law”);
- To help ensure compliance with legal developments relating to lawful mechanisms for cross-border data transfers, a2z Personify is incorporating certain standard contractual clauses into its data processing contracts; and
- To meet their respective obligations to each other under applicable data protection and privacy laws, the Parties are entering into this Data Protection Addendum to the Main Agreement (“Addendum”).
Therefore, the Parties agree as follows:
- Amendment to Main Agreement/Order of Precedence. This Addendum is an amendment to, not in substitution of, the Main Agreement. All provisions set forth in the Main Agreement will remain in full force and effect as long as they do not conflict with this Addendum. To the extent that any terms set forth in this Addendum conflict with any other agreement, including but not limited to the Main Agreement or any prior-entered Data Processing/Protection Agreement/Addendum, the terms of this Addendum shall take precedence over any conflicting terms in any other agreement, unless the Parties explicitly agree otherwise in writing.
- Effective Period. This Addendum will be effective beginning on the date of signing by the Parties, and will remain effective for as long as the Main Agreement is in effect and a2z Personify and any Sub-Processor to which a2z Personify has disclosed any Client Personal Data retains any Client Personal Data. Additionally, as further addressed in the Survival provision in this Addendum, certain provisions of this Addendum will remain in effect even after the Main Agreement is no longer in effect.
- For purposes of this Addendum, the following terms will have the following meanings:
- Client: The legal entity that contracts to receive Services from a2z Personify by entering into the Main Agreement.
- Controller: The natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
- Data Subject: An identified or identifiable natural person whose Personal Data is being Processed. The term “Data Subject” includes “consumers,” as that term is defined under the CCPA.
- Personal Data: Any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. Personal Data includes “personal information,” as that term is defined under the CCPA. Under the CCPA, personal information broadly includes any information that can identify, relate to, describe, be associated with, or be reasonably capable of being associated with a particular consumer or household.
- Personal Data Breach: A breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.
- Processing: 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, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.
- Processor: A natural or legal person, public authority, agency, or other body which Processes Personal Data on behalf of the Controller.
- Restricted Transfer: means a transfer of Personal Data to a country other than the country of origin which is not subject to an adequacy determination by the authorities competent for the country of origin.
- Standard Contractual Clauses (EU/EEA) means the standard contractual clauses for the transfer of Personal Data to Processors established in third countries which do not ensure an adequate level of data protection the Standard Contractual Clauses (MODULE TWO: Transfer controller to processor), dated 4 June 2021, for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as described in Article 46 of the GDPR and approved by European Commission Implementing Decision (EU) 2021/91.
- Standard Contractual Clauses (UK IDTA) means the Standard Contractual Clauses (EU/EEA) as amended by the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner (“UK IDTA”), as amended or replaced from time to time, pursuant to Article 46 of the GDPR.
- Sub-Processor: A Sub-Processor retained by a Processor to assist with Processing activities.
- For purposes of this Addendum, the following terms will have the following meanings:
- Any capitalized data protection terms used but not defined in this Addendum will have the meaning ascribed to them by applicable data protection law.
- Personal Data Protection and Privacy.
- General Data Protection and Privacy Obligations.
- Legal Obligations. In connection with fulfilling their respective obligations under the Main Agreement (the “Services”), a2z Personify and Client agree to comply with all applicable provisions of the GDPR, the CCPA, and the Swiss data protection law, and also with all applicable provisions of all other applicable data protection laws and regulations. The Parties will not, under any circumstances, provide less protection to Personal Data than is required by all Applicable Laws.
- Details of Processing. Pursuant to Article 28 of the GDPR, the details of the processing including the subject matter and duration of Processing, nature and purpose of Processing, categories of Data Subjects, and categories of Personal Data are incorporated into this Addendum and attached hereto as Exhibit A to this Addendum.
- Client’s Obligations and Authorization.
- Controller Responsibilities. Client is the Controller of all Personal Data provided to a2z Personify, and a2z Personify is the Processor of such Personal Data. Client is and shall remain responsible for compliance with all requirements imposed on Controllers, including but not limited to (a) confirming the lawful basis for all processing activities conducted by a2z Personify on Client’s behalf; and (b) obtaining consent from data subjects, where required.
- Data Minimization. Client agrees to limit any Personal Data it transfers to a2z Personify, or to which a2z Personify is otherwise given access for processing to only the Personal Data needed by a2z Personify to fulfill its obligations under the Main Agreement and this Addendum.
- Authorization to Process and Transfer. Client authorizes a2z Personify to collect and process the Personal Data needed to perform the Services for which Client is contracting with a2z Personify in the Main Agreement. Where required, Client authorizes the transfer, processing and storage of Personal Data outside the UK and/or European Economic Area (EEA) in order to fulfill the purpose of the Services.
- Authorization to Engage Sub-Processors. Client agrees that a2z Personify may engage third-party Sub-Processors to Process Personal Data on a2z Personify’s behalf to fulfill the purpose of the Services. Client authorizes a2z Personify to engage all Sub-Processors appearing on a2z Personify’s Sub-Processor List link:
- General Data Protection and Privacy Obligations.
https://a2zinc.zendesk.com/hc/en-us/articles/360000794643 as of the Effective Date of the Main Agreement (“Sub-Processor List”). Client agrees that a2z Personify may inform Client of its intent to engage new Sub-Processors. Client further agrees that a2z Personify may engage such new Sub-Processors unless Client chooses to exercise its right to object to any such new Sub-Processors by providing a2z Personify with a written notice of Client’s objection. Such notice should include an explanation of the grounds for objecting to the use of such new Sub-Processor so a2z Personify has an opportunity to re-evaluate any such new Sub-Processor based on Client’s asserted concerns. In the event that Client objects to such Sub-Processor and a2z Personify is unable to address Client’s concerns in a manner acceptable to Client, Client may terminate the affected Services in accordance with the procedure for termination set forth in the Main Agreement.
- a2z Personify’s Personal Data Obligations and Restrictions.
- Processing Restrictions. a2z Personify will process Personal Data on Client’s behalf only for the limited and specified purposes set forth in the Main Agreement, the Exhibits and Appendices to this Addendum, and/or as set forth in any other written instructions received from Client. a2z Personify will promptly inform Client if, in a2z Personify’s opinion, an instruction from Client violates the GDPR or other Member State data protection provisions.
- Access Limitations and Confidentiality Obligations. a2z Personify will limit access to Personal Data to only those individuals with a need to know and have access to such Personal Data for purposes of fulfilling the Main Agreement and complying with Applicable Laws. a2z Personify will take reasonable steps to ensure the reliability of all such individuals, and will impose confidentiality obligations upon any employee, agent, or Sub-Processors that is authorized to access or otherwise Process Personal Data.
- Notification Obligations. After becoming aware of any Personal Data Breach involving Personal Data received from Client or collected on Client’s behalf, a2z Personify will notify Client without undue delay.
- Data Security Obligations. 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, a2z Personify has implemented and shall maintain appropriate technical and organizational security measures to help ensure a level of security that is appropriate in light of the risks presented by the processing, in particular risks of accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored, or otherwise processed in accordance with Article 32 of the GDPR.
- Restrictions on Engaging Sub-Processors. a2z Personify will abide by the requirements set forth in the GDPR for the appointment of Sub-Processors, including entering into written agreements with each Sub-Processor that contain reasonable provisions relating to the implementation of appropriate technical and organizational measures in compliance with the GDPR. a2z Personify has provided Client with a list of its current Sub-Processors, and Client has provided a2z Personify with general authorization to engage such Sub-Processors. a2z Personify will provide Client with advance notice of any intended changes to the Sub-Processor List that involve the addition or replacement of any Sub-Processors. If Client reasonably objects to any new Sub-Processor in accordance with any instructions set forth in such notice, a2z Personify will seek to address Client’s concerns with such Sub-Processor. If a2z Personify is unable to address Client’s concerns in a manner acceptable to Client and Client continues to object to such Sub-Processor, a2z Personify agrees that Client may terminate the affected Services in accordance with the procedure for termination set forth in the Main Agreement. If any a2z Personify Sub-Processor fails to fulfill its data protection obligations, a2z Personify will remain liable to Client for the performance of such Sub-Processor’s obligations in connection with providing Services under the Main Agreement.
- Responding to Data Subject Requests.
- Taking into account the nature of the Processing, a2z Personify will implement appropriate technical and organizational measures to assist Client in responding to Data Subject requests to exercise their Data Subject rights with respect to Personal Data being Processed by a2z Personify.
- The Parties agree that Client (as the Controller) has the obligation to respond to Data Subject requests in compliance with the GDPR (i.e., in an appropriate and timely fashion). If Client wishes and directs a2z Personify to respond to a Data Subject request, Client agrees to provide such direction within three (3) business days after receiving the Data Subject request.
- Obligations in Event of Personal Data Breach. Should either Party become aware of any Personal Data Breach involving Personal Data received from Client or collected on Client’s behalf, that Party will notify the other Party without undue delay.
- Assistance with Client’s GDPR Obligations. Upon Client’s written request, a2z Personify will assist Client in complying with its GDPR obligations, including the security of processing, notification of a Personal Data Breach, data protection impact assessments, and prior consultations.
- Verification of Processor’s Compliance. Upon Client’s written request, a2z Personify will provide Client with information needed to demonstrate compliance with the obligations of Article 28 of the GDPR, and will permit and contribute to audits, including inspections, conducted by Client or another auditor mandated by Client. a2z Personify reserves the right to charge reasonable fees for any excessive amount of the time that may be required to participate in audits and inspections required by the Client.
- Disposition or Return of Personal Data. Unless Client has provided a written request to return Client Personal Data, a2z Personify will (and will take steps to help ensure that any and all Sub-Processors will) delete all copies of Personal Data after the end of the provision of Services unless law requires storage of Personal Data.
- Cross Border Data Transfers.
- Necessary Transfers. To provide the Services outlined in the Main Agreement, it may be necessary for Client to transfer Personal Data from the EU, UK and/or Switzerland to a2z Personify in the United States and/or for a2z Personify to transfer Personal Data to locations that have not been deemed by the European Commission to provide an adequate level of data protection (collectively, “Necessary Transfers”).
- Transfer Authorization. Client hereby authorizes a2z Personify to make Necessary Transfers of Personal Data. This Addendum constitutes Client’s written authorization of such Necessary Transfers.
- Adequate Safeguards. To provide adequate safeguards for Necessary Transfers of Personal Data, the Parties agree to rely on the lawful transfer mechanisms.
- EU GDPR Transfers. With respect to Restricted Transfers from the EEA, Switzerland, or similar countries, effective from the commencement of the relevant Restricted Transfer, Client and a2z Personify hereby enter into, and incorporate into this Data Processing Addendum by reference, the Standard Contractual Clauses (EU/EEA) in respect of any Restricted Transfer (or onward transfer) or Personal Data by or on behalf of the Client to a2z Personify from: (1) the EEA, (2) Switzerland, or (3) any country in which the competent authorities have approved the use of the Standard Contractual Clauses (EU/EEA) and where such Restricted Transfer (or onward transfer) would otherwise be prohibited by applicable laws (or by the terms of data transfer agreements put in place to address Applicable Laws). In respect of any such Restricted Transfer (or onward transfer), the Standard Contractual Clauses (EU/EEA) shall be deemed complete as follows:
- In Clause 7, the optional docking clause will not apply;
- In Clause 9(a), Option 2 will apply, and the time period for prior notice of additions or replacements of a2z Personify Sub-Processors shall be thirty (30) days;
- In Clause 11, the optional language will not apply;
- In Clause 17, Option 1 will apply, and the Standard Contractual Clauses (EU/EEA) will be governed by the law of the Member State in which the data exporter is established.
- As per Clause 18(b), disputes shall be resolved before the courts of the Member State in which the data exporter is established.
- Annex 1 to Standard Contractual (EU/EEA) shall be deemed to be pre-populated with the Processing Details in Exhibit A and Appendix 1 hereto; and
- Annex 2 to the Standard Contractual Clauses (EU/EEA) shall be deemed to be pre-populated with the Security Measures set forth in Appendix 2 hereto.
- Restricted Transfers from the United Kingdom. With respect to Restricted Transfers from the UK, effective from the commencement of the relevant Restricted Transfer, Client and a2z Personify hereby enter into, and incorporate into this Data Processing Addendum by reference, the Standard Contractual Clauses (UK IDTA) in respect of any Restricted Transfer (or onward transfer) of Personal Data by or on behalf of Client to a2z Personify from the UK. In respect of any such Restricted Transfer (or onward transfer), the Standard Contractual Clauses (UK IDTA) shall be deemed complete as follows: In respect of any UK Restricted Transfer, the Controller to Processor SCCs shall be read in accordance with, and deemed amended by, the provisions of Part 2 (Mandatory Clauses) of the Standard Contractual Clauses (UK IDTA), and the Parties confirm that the information required for the purposes of Part 1 (Tables) of the UK IDTA is set out in this Agreement.
- The provisions of the Standard Contractual Clauses (EU/EEA) shall apply in place of the Standard Contractual Clauses (UK IDTA), subject to the terms set forth in section 4.4.4. shall apply, as applicable, and any modifications to the Standard Contractual Clauses (EU/EEA) required by the UK privacy laws (and subject to the governing law being English law, the competent courts being the English courts and the competent supervisory authority being the Information Commissioner’s Office).
- In the event of a conflict between (i) the Agreement, and (ii) the Standard Contractual Clauses (EU/EEA) or the Standard Contractual Clauses (UK IDTA), the latter shall prevail.
- If, at any point during the Term, changes in Applicable Laws require amendments to this Data Processing Addendum in order to ensure the lawful transfer of Personal Data, Client and a2z Personify will cooperate in good faith to implement such amendments without undue delay.
- CCPA Compliance.
- For purposes of this Section, the terms “Service Provider,” “Business Purpose,” “Commercial Purpose,” “Collect,” and “Sell” shall have the meanings set forth in the California Consumer Privacy Act (“CCPA”).
- Service Provider Obligations and Restrictions. The Parties agree that a2z Personify is a Service Provider to Client with respect to Personal Data Processed by a2z Personify.
- As a Service Provider, a2z Personify will:
- Implement and maintain reasonable security procedures and practices appropriate to the nature of the Personal Data it Processes as set forth in the Data Security Obligations Section of this Addendum.
- Apply its obligations regarding Data Subject requests, as set forth in the Responding to Data Subject Requests Section of this Addendum, to Data Subject requests submitted under the CCPA.
- As a Service Provider, a2z Personify will not retain, use, sell, or disclose Personal Data outside of the direct business relationship between the Parties except under the following limited circumstances:
- To perform Services on behalf of Client for a Business Purpose as specified in the Main Agreement, the Exhibits and Appendices to this Addendum, and any other written agreements into which the Parties enter.
- To retain and employ a Sub-Processor that meets the requirements for a Service Provider under the CCPA.
- For internal use by a2z Personify to build or improve the quality of its Services, provided that the use does not include building or modifying household or consumer profiles, or correcting or augmenting data acquired from another source.
- To detect data security incidents, or protect against fraudulent or illegal activity.
- To collect, use, retain, sell, or disclose Personal Data that is deidentified or aggregated information.
- As otherwise required by applicable law, including: (a) compliance with federal, state, or local laws; (b) compliance with civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by federal, state, or local authorities; (c) cooperating with law enforcement agencies concerning conduct or activity that a2z Personify reasonably and in good faith believes may violate federal, state, or local law; (d) exercising or defending legal claims and as otherwise permitted by applicable law.
- As a Service Provider, a2z Personify will:
- Compliance with Other Applicable Data Protection and Privacy Laws and Regulations. The Parties agree to comply with all Applicable Laws from the effective date of this Addendum until all Processing activities covered by the Main Agreement and this Addendum have ceased and until all Client Personal Data has either been completely, permanently, and securely disposed of or securely transferred back to Client.
- Right to Terminate Agreement. In the event of any breach of this Addendum by Client, a2z Personify has the right to terminate the Main Agreement without penalty to a2z Personify upon written notice to Client.
- Severability. If any provision of this Addendum is, to any extent, invalid or unenforceable, all other provisions of the Addendum will remain in full force and effect. To the extent permitted and possible, the invalid or unenforceable provision will be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If this is not permissible or not possible, then the Addendum will be construed as if the invalid or unenforceable provision were not included in the Addendum.
- No Limitation on a2z Personify’s Rights or Remedies. Nothing in this Addendum will limit a2z Personify’s rights or remedies under the Main Agreement or at law.
- Governing Laws/Jurisdiction. The Parties to this Addendum submit to the choice of jurisdiction set forth in the Main Agreement with respect to any disputes or claims arising under this Addendum unless otherwise required under Applicable Law. The Parties further stipulate that any and all disputes concerning the construction and interpretation of this Addendum and/or the Parties’ obligations under this Addendum will be handled in accordance with pertinent provisions governing disputes or claims that are set forth in the Main Agreement.
- CCPA Compliance.
- Incorporation into Main Agreement. This Addendum, after being duly executed by the Parties, is incorporated into the Main Agreement between a2z Personify and Client, and made an integral part thereof.
- Survival. All provisions of this Addendum, that by their own express terms or nature and context are intended to survive the termination or expiration of the Main Agreement shall survive.
List of Schedules to this Addendum:
- Exhibit A to Data Protection Addendum (Details of Processing)
- Appendix 1 to Standard Contractual Clauses
- Appendix 2 to Standard Contractual Clauses
Exhibit A to Data Protection Addendum
(Details of Processing)
Subject Matter and Duration of Processing:
The subject matter and duration of the Processing of EU Personal Data are set forth in the Main Agreement and the Exhibits and Appendices to this Addendum.
Nature and Purpose of Processing:
a2z Personify may obtain Personal Data during its provision of the Services and in the development, testing, hosting, and maintenance of software and related services, which include the following tools:
- Event Marketing and Management
- Floor plan management
- Online sales, contracting, payments, and financial management
- Self-service exhibitor and attendee portals
- Enhanced Digital Content Partnership with accelerated booth sales
- Business intelligence reporting and analytics
- Template management for booth space confirmation and exhibitor communication
- Conference Management and Marketing
- Speaker and session management
- Call for papers and proposal management
- Self-service speaker portal
- Planning tools for attendees
- Interactive session features to maximize audience participation
- Event Engagement and Networking
- Intelligent matchmaking to better connect exhibitors and attendees
- Hosted buyer scheduling to ensure value for both buyers and sellers
- Mobile and Social Applications
- Personalization & notification tools to enhance user experience
- User Interface configuration options to align with brands
- Multiple opportunities to showcase sponsors and generate revenue
- Lead retrieval application for exhibitors to capture lead data during the event
Categories of Data Subjects:
- Prospective and Active Client Staff
- Vendors or Solution Providers to Client Staff as Directed by Client
- Attendees of Events and Conferences
- Exhibitors of Events and Conferences
- Sponsors of Events and Conferences
- Speakers of Events and Conferences
Categories of Personal Data:
- Contact Information (e.g., name, organization and title, phone number, email and physical address)
- Financial Information (e.g., billing address, billing contact, payment card details, bank account details)
- Communication and Product Information (e.g., order and contract details, communications sent between parties through a2z Personify, LLC services)
- Site Usage and Location Information (e.g., IP address, geographic location of device, browser type and language, device model, hardware and operating system, user behavior (e.g., time of visits, page views (e.g., links clicked), features used, frequency of use)
- Special Categories of Personal Data (e.g., racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation)
to the Standard Contractual Clauses
This Appendix forms part of the Clauses.
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix
The data exporter is:
The legal entity identified as “Client” in the Main Agreement
The data importer is:
a2z Personify LLC.
The personal data transferred concern the following categories of data subjects:
The categories of data subjects are listed in Exhibit A to this Addendum.
Categories of data
The personal data transferred concern the following categories of data:
The categories of personal data transferred are listed in Exhibit A to this Addendum.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data:
The categories of personal data transferred are listed in Exhibit A to this Addendum.
The personal data transferred will be subject to the following basic processing activities:
The data importer will process personal data as necessary to perform the Services described in the Main Agreement and in the Exhibits and Appendices to this Addendum.
to the Standard Contractual Clauses
This Appendix forms part of the Clauses.
Description of the technical and organisational measures implemented by the Contracted Processors (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
The undersigned data importer implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including, among other things, as appropriate:
- The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
- The ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;
- A process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing; and
- The ability to enable:
- measures of pseudonymisation and encryption of personal data;
- measures for user identification and authorisation
- measures for the protection of data during transmission
- measures for the protection of data during storage
- measures for ensuring physical security of locations at which personal data are processed
- measures for ensuring events logging.