General Terms & Software Provisions:
1. Definitions. In this Agreement the following terms shall have the following meanings:
a. a2z Personify, LLC (“a2z Personify”) means a2z Personify, LLC at with its principal business located at 10320 Little Patuxent Parkway, Suite 400, Columbia, MD 21044;
b. Client means the party that requests services to be performed by a2z Personify and with whom this Agreement is made;
c. Agreement means these Terms and Conditions and the Order Form;
d. Service means collectively any service, application or information that a2z Personify makes available to the Client;
e. Event means trade show, conference, meeting, etc., with a specific start date and end date.
2. General Provisions.
a. Agreement. Agreement means these Terms and Conditions, the Order Form, and all attached Appendices;
b. Contract. This contract is the entire Agreement between Client and a2z Personify and cannot be changed except in writing signed by both parties.
c. Counterparts. This Agreement may be executed in any number of counterpart copies, all of which constitute one and the same agreement, and each of which shall constitute an original.
d. Binding Effect. This Agreement shall be binding upon the parties, their legal representatives, successors, and assigns.
e. Assignment. a2z Personify has the sole right to assign this Agreement. If a2z Personify exercises this right, a2z Personify may direct Client to make all future payments to another entity at their business address.
f. Independent Contractors. a2z Personify shall be deemed to have the status of an independent contractor, and nothing in this Agreement shall be deemed to place the parties in the relationship of employer-employee, principal-agent, partners, or joint ventures.
g. Force Majeure. Except as otherwise provided in this Agreement, a2z Personify and the Client mutually shall be excluded from failure or delay in performance, and shall not be considered in breach of this Agreement, or be liable for any loss or damage suffered by the other including, without limitation, any damages for lost profits due to any failure or delay in performance caused by any act of God, fire, flood, war, embargo, governmental action, striker or other labor difficulties or any other cause of like or different kind beyond their reasonable control. (“Force Majeure Event”).
h. Governing Law. This Agreement shall be governed by and construed in accordance with laws of the State of Maryland, without regard to its conflicts of law provisions.
i. Waiver. Client hereby waives trial by jury in any action in proceeding pertaining to this Agreement.
j. Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect as though such other provisions were deleted.
k. Headings. Paragraph headings are for convenience only.
3. Product and Services. a2z Personify will configure its solution subject to the terms and conditions of this Agreement for the Event. Any other services requested by Client will be provided by a2z Personify on as-needed basis pursuant to a separate agreement.
4. Term and Termination.
a. The term of this Agreement will commence on the effective date of this Agreement
b. This Agreement shall continue in force for the period indicated in Section 4 (Terms) of the Order Form. Upon expiration of the initial term, this Agreement shall automatically renew for a period of one year unless and until either party notifies the other party in writing as specified in this Agreement of its intent to terminate this Agreement. Upon written notice of termination, this Agreement shall terminate 60 days from the date of the notice.
c. In the event either party believes that the other has breached this Agreement, the non-breaching party shall provide written notice of such breach and provide the breaching party ninety days within which to cure the noticed breach. If the breaching party does not cure the alleged breach within ninety days, the non-breaching party may terminate this Agreement immediately thereafter.
d. Prices included in this Agreement are provided on an annualized basis, i.e., they are recurring. Contracts with two or three-year terms will be invoiced in the agreed amount for each event, each year. Prices are locked for the term of this agreement.e. A 3% price escalation will take effect at the time of renewal of this agreement for the next term.
5. Web Services Integration for Mobile/Kiosk/Networking. At Client’s request, a2z Personify can provide web services to integrate the Services 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.
6. Modifications. Modification of program features, tools or core functions after agreement by the parties on those features, tools, or core functions, including, but not limited to: Switching halls and altering floor plans, changing graphical (public) interface views, reloading exhibitor lists and databases, and rate card or formula changes, will be charged to the Client at $150 to $200 hour.a. Floor plan Redo: $995
7. Compensation. As compensation for the solution and services provided by a2z Personify under this Agreement, Client agrees to the following:
a. Licensing Fee. Client agrees to pay a2z Personify the licensing fee described in the order form. 100% of the annual licensing fee is due within 30 days of the effective date of the Agreement and 30 days after the anniversary date of the Agreement for multi-year contracts.
b. Taxes. Client also agrees to pay all applicable sales, use, or similar state or local taxes in connection with the Services, which a2z Personify is required by law to pay.
8. Commencement. a2z Personify will initiate production and delivery of each Project after receipt or execution of payment as described in the Deposit & Payment section above.
9. a2z mobile solution. If Client utilizes the a2z Personify mobile app solution, Client grants a2z permission to publish its event content, such as exhibitor list, floor plan, conference data, etc. on the a2z Personify mobile solution indicated. a2z Personify will publish this content in the interest of promoting the event and increased exposure for exhibitors.
10. Non-solicitation. Client agrees not to solicit or offer employment to, or otherwise obtain services either directly or indirectly, from a2z Personify employees at any time during the term of this Agreement or at any time during the twelve (12) months thereafter.
11. Ownership of Intellectual Property. Both parties unconditionally guarantee that any elements of text, graphics, photos, design, copyrights, trademarks or other artwork furnished to a2z Personify for inclusion in the solution are owned by Client or that Client has written permission or license from the rightful owner to use each of these elements, and will hold harmless, protect and defend a2z Personify from any claim, suit, loss, expense or cost arising from the use of such elements furnished by Client, including reasonable attorney fees. All rights to the source code, work‐up files, and computer programs remain the property of a2z Personify. Client retains ownership of all content and associated html code and graphics. Client also retains the ownership of all Event data.
12. Limitation of Liability.
12.1 If either party should become entitled to claim damages from the other party (including without limitation, for breach of contract, breach of warranty, negligence, or other tort claim), such party will be liable only for the amount of actual direct damages, not to exceed (in the aggregate for all claims) the amount paid to a2z Personify, Inc with respect to the Licensed Product, Configuration Program, or any services that are the subject of the claim at the time of the alleged breach.
12.2 In no event will a2z Personify, LLC, or any person or entity involved in the creation, manufacture, or distribution of any software, services, or other materials provided by a2z Personify, LLC under this Agreement be liable for any damages arising out of or related to the failure of Customer, its Affiliates, or its suppliers to perform their responsibilities. In no event will either party be liable for any lost profits, loss of business, loss of data, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary, or punitive damages, even if advised of the possibility of such damages, except in the case of breach of confidentiality, gross negligence defined as willful and wanton misconduct, death, bodily injury, willful or wanton property damage.
12.3 The limitations of liability set forth in this Section will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement. The parties agree that the foregoing limitations will not be read so as to limit any liability to an extent that would not be permitted under applicable law.
13.Indemnification. Both parties agree that they shall defend, indemnify, save and hold the other party harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney fees asserted against the other party, its agents, its customers, servants, officers and employees, that may arise or result from any services provided or performed or agreed to be performed or any product sold by its agents, employees or assigns. Both parties agree to defend, indemnify and hold harmless the other against liabilities arising out of any of the following:
a. Any injury to person or property caused by any products sold or otherwise distributed in connection with Service;
b. Any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; and
c. Copyright infringement.
14. Confidentiality. The parties acknowledge that in the course of performing their responsibilities under this Agreement, they each may be exposed to or acquire Confidential Information of the other party. Each party agrees to hold such Confidential Information in strict confidence and not to disclose such Confidential Information to third parties, or to use such information for any purpose other than internal business purposes or for the purpose of performing such party’s obligations under this Agreement, without the express written permission of the other party; provided, however, that such nondisclosure obligation shall not apply to information that: (a) at the time of its disclosure is, or thereafter becomes, part of the public domain through a source other than the receiving party; (b) was known to the receiving party at the time of its disclosure; (c) is independently developed by the receiving party; (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party; or (e) is required to be disclosed pursuant to a court order or government authority, whereupon the receiving party shall provide notice to the other party to this Agreement prior to such disclosure. The parties shall use reasonable efforts to advise each other immediately in the event that either party learns or has reason to believe that a violation of this Section has occurred or is likely to occur and will reasonably cooperate with the other party in seeking injunctive relief.
15.Data Privacy, General Data Protection Regulation (GDPR) & a2z Personify Processor Binding Corporate Rules. The parties agree that the separate Data Processing Addendum is included herein as if fully set forth herein and is binding on the parties for the longer of the term of this Agreement or that specified in the GDPR Addendum
Revenue Accelerator Partnership Program (If Applicable):
- Solution and Services to be provided by a2z Personify to Client.
- a2z Personify will provide Add-ons, as described in “Appendix A- Add-Ons”, for exhibitors, sponsors, and advertisers to purchase and subject to the terms and conditions of this Agreement for following events
- (Reference Attached Order Form)
- Any other services requested by Client will be provided by a2z Personify on an as needed basis pursuant to separate agreement or amendment.
- Obligations of Parties. a2z Personify and Client have mutual responsibilities and must be fulfilled during the term of this Agreement, as described in “Appendix B- Obligations of Parties.”
- As compensation for the solution and services provided by a2z Personify under this Agreement, Client agrees to the following:
- Add-on Revenue. Revenue generated from Revenue Accelerator Program add-on sales as outlined in Appendix A shall be applied to the revenue share as outlined in Appendix A. The accounting of the add-on revenue will be reconciled as outlined in Section (F) of Appendix A.
- As compensation for the solution and services provided by a2z Personify under this Agreement, Client agrees to the following:
Appendix A – Add Ons
This appendix provides list of add-ons (new inventory) that will be offered to exhibitors, sponsors, and advertisers through the Revenue Accelerator Program.
Client will be provided a rebate on all sold, separately and any combination of; Enhanced eBooth Listings, Additional Product Listings, Videos, Event Map Banner Ads, Web Banner Ads, Floor Plan logo. Reference the order form for the rebate amount.
- With mutual consent, more add-ons can be added. Such addition must be initiated by a2z Personify in writing and approved by the client, in writing. E-mail is acceptable means of writing in this context.
- Wholesale prices for show organizer. Shall Client decide to bundle some of the add-ons with exhibit or sponsorship packages, a2z Personify can provide wholesale prices for add-ons for the Client.
- All add-on sales are final. Add-ons are not refundable to exhibitors, sponsors, or advertisers, including in the event of event cancellation or non-participation in the event.
- Add-on Revenue Collection. Add-on payments made by exhibitors, sponsors, or advertiser via credit cards may be collected by a2z Personify. Payments made by check or other mean may be collected by Client.
- Reconciliation of Add-on Revenue, Payments, and Shares. a2z Personify will compile add-on revenues, and their share between Client & a2z Personify. It will also reconcile payments, identifying the portions collected by either party. This reconciliation will be done within thirty (30) days after the end of the Event.
- Add-on Revenue Settlement. Based on the reconciliation, a2z Personify will pay Client, or Client will pay a2z Personify, within fifteen (30) days of reconciliation.
Appendix B: Obligation of Parties
a2z Personify, LLC shall:
- be the exclusive online exhibit contract provider for the duration of this Agreement;
- be the exclusive provider of online and mobile tools for Client’s expo and/or conferences for the duration of this Agreement;
- upon receipt of Client’s attendee email list, will send up to six (6) marketing emails to attendees promoting the tools provided by a2z Personify for Clients conference and/or expo;
- 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.
- grant a2z Personify exclusivity as provider of online exhibit contracts for the duration of this Agreement and is required to present 80% of exhibitors the online contract option;
- grant Client a2z Personify exclusivity as provider of online and mobile tools for Client’s expos and/or conferences 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 a2z Personify for Client’s conference and/or expo; and
- 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;
- allow a2z Personify to fulfill any and all Add-On Features related sales, such as floorplan logos, videos, floorplan banner ads, etc., as those mutually agreed upon in writing between both parties.
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 mobile device or by manually entering an attendee’s information.
1.Lead Retrieval Features:
- Mobile app badge scanning solution
- Unlimited Custom Qualifiers
- Real time dashboard with Lead Information (internet connection required)
- Leads Heat Map of the floor plan
- Reports on Lead Information, Lead survey responses, Lead metrics
- Onsite management and staff support for an additional fee
- For Event Organizers: Client, as an Event organizer, may purchase Lead Retrieval user subscription rights 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 From or Addendum.
3.Client responsibilities include:
- Assistance in marketing the Lead Retrieval 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 the client before the scheduled date.
- Provide a barcode on the badge that is compatible with Lead Retrieval. If the barcode 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 ok).
This General Data Protection Regulation addendum (“GDPR addendum”) is incorporated by reference into the SaaS Agreement (licensing for the a2z Personify online & mobile trade show and conference solution) and all Related Orders between __________________________________ (“Customer”) and the a2z Personify entity therein (“Agreement”). This GDPR Addendum is entered into as of the later of the dates beneath the parties’ signatures below.This GDPR Addendum is supplemental to the SaaS Agreement and sets out the terms that apply when Personal Data is Processed by a2z Personify under the Agreement. The purpose of the GDPR Addendum is to ensure such Processing is conducted in accordance with applicable laws, including EU Data Protection Legislation, and with due respect for the rights and freedoms of individuals whose Personal Data are Processed.
HOW THIS GDPR ADDENDUM APPLIES
•If the Customer entity signing this GDPR Addendum is a party to the Agreement, the a2z Personify entity that is a party to the agreement is a party to this GDPR Addendum.
•If the Customer entity signing this GDPR Addendum has executed orders under the Agreement but is not a party to the Agreement, this GDPR Addendum will be incorporated in such order(s) and the a2z Personify entity that is a party to such order(s) is a party to this GDPR Addendum.
•If the Customer entity signing this GDPR Addendum is lawfully permitting an Affiliate to use the a2z Personify’s Services, that Customer Affiliate is a party to the GDPR Addendum.
•This GDPR Addendum will not be valid and legally binding if the signing Customer entity is not a party to the Agreement or order(s) or is not a Customer Affiliate lawfully permitted to use a2z Personify’s services.
DATA PROCESSING TERMS
In providing the Subscription Services to Customer pursuant to the Agreement. a2z Personify may Process Personal Data on behalf of Customer. a2z Personify will comply with the provisions in this GDPR Addendum with respect to its processing of any Personal Data.
1. For the purposes of this GDPR Addendum:
• “Affiliate(s)” means any legal entity directly or indirectly controlling, controlled by, or under common control with a party, where control means the ownership of a majority share of the stock, equity, or voting interest of such entity.
• “a2z Personify” means the a2z Personify, LLC that is a party to both the Agreement and this GDPR Addendum.
• “Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data
• “Customer” means the non-a2z Personify party to both the Agreement and this GDPR Addendum that has the access to the a2z Personify’s solutions and services.
• “Customer Data” means any data, information or material originated by Customer that Customer submits to a2z Personify, collects through its use of a2z Personify’s platform or provides to a2z Personify in the course of using a2z Personify’s solutions and services.
• “Data Subject” means the individual to whom Personal Data relates.
• “EEA” means the European Economic Area, which constitutes the member states of the European Union and Norway, Iceland and Lichtenstein, as well as, for the purposes of the GDPR Addendum, the United Kingdom.
• “EU Data Protection Legislation” means (i) prior 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data, including any applicable national implementations thereof, (ii) on and after 25 May 2018, Regulation 2106/679 of the European Parliament and of the Council 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” or “GDPR”), as amended, replaced or superseded, and (iii) the applicable data protection laws of Switzerland and the United Kingdom.
• “Personal Data” means any Customer Data 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, and online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
• “Processor” means any entity which Processes Personal Data on behalf of the Controller.
• “Processing” means any operation or set of operations which is performed on 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.
• “SaaS Services” means the software, application and services provided by a2z Personify to Customer under the Agreement.
• “Supervisory Authority” means an independent public authority which is established by an EU member state pursuant to EU Data Protection Legislation.
2. Applicability of GDPR Addendum:
1. Applicability. This GDPR Addendum shall apply only to the extent Customer is established within the EEA or and and/or to the extent a2z Personify Processes Personal Data of Data Subjects located in the EEA or Switzerland on behalf of Customer or a Customer Affiliate.
3. Details of the Processing:
1. Types of Personal Data Processed.The categories of Personal Data may include but are not limited to: first and last name, employer; business role: professional title, contact information (e.g. email, phone, physical address), business network, business experience, business interests; localization data, and device identification data.
2. Special Categories of Personal Data. Special categories of Personal Data may include, but are not limited to, information revealing racial/ethnic origin, political, religious or philosophical beliefs, registrations, memberships or economic data.
3. Categories of Data Subjects. The categories of Data Subjects whose Personal Data may be Processed in connection with the SaaS agreement and may include but are not limited to: customers and prospects of Customer, employees or contractors of Customers prospects and Customer, and; employees and contractors of Customer.
4. Nature of Processing Operations. a2z Personify will Process Personal Data as necessary to perform the SaaS Services pursuant to the Agreement. The Processing operations performed on the Personal Data will depend on the scope of Customer’s SaaS Agreement and Customer’s configuration of its a2z Personify instance. Such Processing operations of Personal Data as necessary for a2z Personify’s services may include the following: collecting, recording, organizing, storage, alteration, disclosure, transmission, combining, aggregated platform utilization, traffic analysis, personalized user education, customer service, retrieval consultation, archiving and/or destruction.
4. Roles and Responsibility:
1. Parties’ Roles. Customer, as Controller, appoints a2z Personify as a Processor to process the Personal Data on Customers behalf. In some circumstances Customer may be a Processor, in which case Customer appoints a2z Personify as Customer’s sub-processor, which shall not change the obligations of either Customer or a2z Personify under this GDPR Addendum, as a2z Personify will remain a Processor with respect to the Customer in such event.
2. Purpose Limitation. a2z Personify shall Process Personal Data for the purposes set forth in the Agreement and only in accordance with the lawful, documented instructions of Customer, except where otherwise required by applicable law. The Agreement and this GDPR Addendum set out Customer’s complete instructions to a2z Personify in relation to the Processing of Personal Data and any Processing required outside of the scope of these instructions (inclusive of the rights and obligations set forth under the Agreement) will require prior written agreement of the parties.
3.Training. a2z Personify shall ensure that its relevant employees, agents and contractors receive appropriate training regarding their responsibilities and obligations with respect to the Processing, protection and confidentiality of Personal Data.
4. Compliance. a2z Personify, as Processor, has complied and will continue to comply with all applicable privacy and data protection laws including, but not limited to, EU Data Protection Legislation. Customer, as Controller, shall be responsible for ensuring that, in connection with Customer Data and the SaaS Services:
• it has complied, and will continue to comply with all applicable privacy and data protection laws, including EU Data Protection Legislation and
• it has, and will continue to have, the right to transfer, or provide access to, the Personal Data to a2z Personify for Processing in accordance with the terms of the Agreement and this GDPR Addendum.
1. Security. a2z Personify shall implement appropriate technical and organizational measures 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 Data Subjects. Such measures shall be designed to ensure a level of security appropriate to the risk in order to protect Personal Data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, access or use (each a “Security Incident”) and in accordance with a2z Personify’s security standards as set forth in the Agreement.
2. Confidentiality of Processing. a2z Personify shall ensure that any person that it authorizes to Process the Personal Data (including its staff, agents, subcontractors and Sub-processors) shall be subject to a duty of confidentiality (whether a contractual or a statutory duty) that shall survive the termination of their employment and/or contractual relationship.
3. Security Incidents. Upon becoming aware of a Security Incident, a2z Personify shall notify Customer without undue delay and pursuant to the terms of the Agreement and shall provide such timely information as Customer may reasonably require to enable Customer to fulfill any data breach reporting obligations under EU Data Protection Legislation. a2z Personify will take steps to immediately identify and remediate the cause of such Security Incident
1. Sub-processors, Customer agrees that a2z Personify may engage a2z Personify Affiliates and third-party sub-processors (collectively, “Sub-processors”) to Process the Personal Data on a2z Personify’s behalf. The Sub-processors currently engaged by a2z Personify and authorized by Customer are listed at a2z Personify’s Sub-processor List page: https://a2zinc.zendesk.com/hc/en-us/articles/360000794643. a2z Personify shall impose on such Sub-processors data protection terms that protect the Personal Data to the same standard provided for by this GDPR Addendum and shall remain liable for any breach of the GDPR Addendum caused by a Sub-processor.
2. Changes to Sub- processors. a2z Personify may, by giving no less than thirty (30) days’ notice to Customer, add or make changes to the Sub-processors. Customer may object to the appointment of an additional Sub-processor within fourteen (14) calendar days of such notice on reasonable grounds relating to the protection of the Personal Data, in which case a2z Personify shall have the right to cure the objection through one of the following options to be selected at a2z Personify’s sole discretion:
• a2z Personify will cancel its plans to use the Sub-processor with regard to Personal Data discretion or will offer an alternative to provide the SaaS Services without such Sub-processor; or
• a2z Personify will take the corrective steps requested by Customer in its objection, which remove Customers objection, and proceed to use the Sub-processor with regard to Personal Data; or
• a2z Personify may cease to provide or Customer may agree not to use (temporarily or permanently) the particular aspect of the SaaS Services that would involve the use of such Sub-processor with regard to Personal Data, subject to a mutual agreement of the parties to adjust the remuneration for the SaaS Services considering the reduced scope of the Subscription Services.
3. Objections to a Sub-processor shall be submitted to a2z Personify in writing.
4. If Customer’s objection has not been resolved to the mutual satisfaction of the parties within 30 days after a2z Personify’s receipt of Customer’s objection, either party may terminate the Agreement and Customer will be entitled to a pro-rata refund for prepaid fees for SaaS Services not performed as of the date of termination.
5. 6.5. Emergency Replacement. a2z Personify may replace a Sub-processor if the need for the change is urgent and necessary to provide the SaaS Services and the reason for the change is beyond a2z Personify’s reasonable control. In such instance, a2z Personify shall notify Customer of the replacement as soon as reasonably practicable, and Customer retains the right to object to the replacement Sub-processor pursuant to Section 6.2 above.
1. Data Subjects’ Rights. a2z Personify shall provide commercially reasonable assistance, including by appropriate technical and organizational measures as reasonably practicable, to enable Customer to respond to any inquiry, communication or request from a Data Subject seeking to exercise his or her rights under EU Data Protection Legislation, including rights of access, correction, restriction, objection, erasure or data portability, as applicable. In the event such inquiry communication or request is made directly to a2z Personify, a2z Personify shall promptly inform Customer by providing the full details of the request. For the avoidance of doubt, Customer is responsible for responding to Data Subject requests for access, correction, restriction, objection, erasure or data portability involving that Data Subject’s Personal Data.
2. Supervisory Authorities. a2z Personify shall notify Customer without undue delay if a Supervisory Authority or law enforcement authority makes an inquiry or request for disclosure regarding Personal Data.
3. Data Protection Impact Assessments and Prior Consultation. a2z Personify shall, to the extent required by EU Data Protection Legislation, provide Customer with reasonable assistance with data protection impact assessments and/or prior consultations with Supervisory Authorities that Customer is required to carry out under EU Data Protection Legislation.
1. Except as amended by this GDPR Addendum, the Agreement will remain in full force and effect.
2. If there is a conflict between the Agreement and this GDPR Addendum, the terms of this GDPR Addendum will control.
3. Any claims brought under this GDPR Addendum shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement.
1. This GDPR Addendum shall remain in force until the Agreement between a2z Personify, LLC and Customer is terminated.