Effective Date: January 1, 2010
Last Revised: May 24, 2018
If you are accessing this site from the EU, you are bound by the EU Terms & Conditions specific to your jurisdiction.
Thank you for visiting icanmakeitbetter.com (the “Website” or “Site”). Sentient Services, LP (the “Company”, “we” or “us”) owns and operates this Website. Your use of this Website and the platform, information, content and services available through this Website are subject to these Terms and Conditions (“Terms and Conditions”). Our platform enables Site Users and Business Subscribers to create, share and act upon ideas to drive innovation and make everything, and every day better.
READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE BROWSING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS AND CONDITIONS. YOU CANNOT USE THIS WEBSITE IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS.
A “Site User” is defined as any entity accessing icanmakeitbetter.com, any icanmakeitbetter.com Subdomain (e.g., “domain.icanmakeitbetter.com” or “domain.icmib.com”) or survey (via website or other form administered by icanmakeitbetter.com) to create an account, post content, view or interact with the icanmakeitbetter.com domains, Subdomains, surveys and properties. Not all Site Users are Business Subscribers.
A “Business Subscriber” is defined as a Site User that is a business or entity subscribing to Company’s services in order to create a Subdomain and manage and administer the Subdomain for the use of their customers, employees or a Community. In cases where an entity uses a third party to establish, manage, and administer a Subdomain for it and its customers, employees, or community, both the third party and the entity are deemed to be Business Subscribers hereunder.
A “Subdomain” is a subdomain of icanmakeitbetter.com reserved for the use of and registered to a specific Business Subscriber (e.g., companyname.icanmakeitbetter.com, companyname.icmib.com); references to Subdomain include all the services and content available through such Subdomain. A Subdomain is also sometimes referred to as a “Community.”
For clarity, references to this Website in these Terms and Conditions also include any Business Subscriber’s Subdomain. Unless we distinguish otherwise, the terms “you,” “your,” “user,” or “users,” for purposes of these Terms and Conditions, mean anyone accessing the Website for any reason, including Site Users and Business Subscribers, you in your individual capacity, and the company or other business entity that you represent and on whose behalf you use the Website under actual or apparent authority.
These Terms and Conditions are current and last revised as of the date set forth above. We reserve the right to change these Terms and Conditions from time to time. Please consult this page frequently to review the current Terms and Conditions as Company may, at any time, and without notice, revise these Terms and Conditions by updating this posting.
Please read these Terms and Conditions carefully. By accessing or using the Website, you are agreeing to be bound by these Terms and Conditions and any revisions; you should therefore periodically visit this page to review the current Terms and Conditions. Access or use of the Website following any change to the Terms and Conditions constitutes your agreement to those changes. If at any time you choose not to accept the terms of these Terms and Conditions, you should not access or use this Website.
Company may, in its sole discretion, and at any time, discontinue this Website or any part thereof, with or without notice, or may prevent your use of this Website with or without notice to you. You agree that you do not have any rights in any of the Company Content (defined below) made available through this Website and that Company will have no liability to you if this Website is discontinued or your ability to access the Website or any content you may have posted on the Website is terminated.
By using this Website, you promise that you are at least 13 years of age. If you are not yet 18 years old, you must have the permission of an adult to use this Website and agree to its Terms and Conditions, and that adult must be a parent or legal guardian who is willing to be responsible for your use of this Website. Subject to these Terms and Conditions, you may not access or use the Website if you are unable to form a legal binding agreement with Company or if you are barred from using this Website under applicable laws.
We post legal notices on pages of the Website. You shall not remove these notices or credits, or any additional information contained along with the notices and credits. The Website may contain references to trademarks, copyrighted materials, technologies, products, processes and software and other proprietary rights of Company or other parties. No license to or right in any such trademarks, copyrighted materials, technologies, products, processes, software or other proprietary rights of Company is granted to or conferred upon you.
Content on this Website that is provided by Company, its employees or its licensors, including but not limited to original art work, graphics, photographs, images, screen shots, text, music, digitally downloadable files, video clips, trademarks, logos, product and character names, slogans, and the compilation of the foregoing (“Company Content”) is the property of Company and its licensors, and is protected in the U.S. and internationally under trademark, copyright and other intellectual property laws.
You are authorized to access and use the Website and related Company Content as set forth in these Terms and Conditions, provided that: (a) you will not copy, distribute or transfer any portion of the Website or Company Content on any media without Company’s prior written or electronic approval; (b) you will not alter, adapt or otherwise modify any part of the Website or Company Content other than as may be reasonably necessary to use that part of the Website or Company Content for its intended purpose; (c) if you are not a Business Subscriber, your use of the Website and Company Content as permitted hereunder is solely for your personal, non-commercial use; and (d) you will otherwise comply in full with these Terms and Conditions.
“Business Subscriber Content” means any text, files, images, photos, video, sounds, musical works, works of authorship, text postings and other materials posted by or on behalf of a Business Subscriber to the Subdomain of that Business Subscriber.
A Business Subscriber shall be solely responsible for the Business Subscriber Content it posts itself or has posted on its behalf and the consequences of posting or publishing it. With respect to any Business Subscriber Content a Business Subscriber submits, or has submitted on its behalf, the Business Subscriber affirms, represents and warrants that: (a) it owns or has the necessary licenses, rights, consents or permissions to use and authorize Company to use all patent, copyright, trade secret and trademark rights or other proprietary rights to enable inclusion and use of such Business Subscriber Content in the manner contemplated by the Website and these Terms and Conditions; (b) it has the written consent, release or permission of each identifiable individual person in the Business Subscriber Content to use the name, likeness or other personal characteristics of each such identifiable individual to enable inclusion and use of such Business Subscriber Content in the manner contemplated by the Website and these Terms and Conditions; and (c) all Business Subscriber Content submit is complete and current at the time of submission.
“Site User Data” shall mean all the data, information, statistics, results, responses, answers, analysis, materials, and content arising from or related to a Site User’s access, interaction and/or use of the Subdomain, except that it shall not include any User Content (as defined in Section 6 below).
As between the Business Subscriber and Company, the Business Subscriber shall retain all ownership rights in and to the Business Subscriber Content and any Site User Data collected from the Subdomain(s) of the Business Subscriber. However, in order for us to display or otherwise use the Business Subscriber Content and that Site User Data for the purposes described in these Terms and Conditions, we need permission of the applicable Business Subscriber. Therefore, Business Subscriber hereby grants Company a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, sublicensable (through multiple tier of sublicensees) and transferable license to use, reproduce, distribute, edit, modify, translate, reformat, prepare derivative works from, display or perform publicly, and otherwise exploit the Business Subscriber Content and Site User Data, in whole or in part, for the limited purposes as contemplated by the Website and these Terms and Conditions or as otherwise requested by Business Subscriber, and to use and exploit [Business Subscriber Content and] Site User Data to perform anonymized data aggregation and analytics. Business Subscriber also hereby grants Company a worldwide, non-exclusive, royalty-free, sublicensable license to use and reproduce Business Subscriber’s trademarks in connection with Business Subscriber’s Subdomain as contemplated by the Website and these Terms and Conditions.
If you are a Site User who has registered a Subdomain as a Business Subscriber, then you may submit to Company for approval supplemental terms and conditions and privacy policies (together, “Supplemental Terms”) for that Subdomain to govern the use of the Subdomain by other Site Users. . If approved by Company, Supplemental Terms will be posted on the Subdomain, and with respect to all Site Users of that Subdomain such Supplemental Terms are incorporated into and made a part of these Terms and Conditions and are legally binding on those Site Users. If there is a conflict between such Supplemental Terms and these Terms and Conditions, the Supplemental Terms will control for that conflict with respect to the Site Users of that Subdomain.
Any Subdomain registered by a Business Subscriber may issue rewards programs to award Incentives to Site Users (see Section 17, Promotions and Contests; Incentives). If a Business Subscriber chooses to create a rewards program, it will be responsible for choosing the length of the rewards program and providing us with funds to issue any applicable Incentives. The Business Subscriber will also be responsible for notifying us if at any time you choose to close the Subdomain, and terminate any rewards program. Upon closing of a Subdomain, any remaining funds for Incentives that have not been earned by Site Users of that Subdomain will be returned or credited back to the Business Subscriber who originally registered that Subdomain. However, any remaining funds for Incentives that have been awarded to a Site User but remain unclaimed will be forfeited and become the property of Company.
If a Subdomain closes or expires, the Business Subscriber of that Subdomain will have thirty (30) days to access the Subdomain with administrative access rights to retrieve any Business Subscriber Content or Site User Data you wish to retain, after which all such Business Subscriber Content and Site User Data of that closed or expired Subdomain will be deleted permanently. However, if there is a violation of the rules regarding posting content on this Website or a Subdomain (see Section 7, Posting Content), we reserve the right to immediately disable and close down that Subdomain and Business Subscriber will have only ten (10) days to access the Subdomain and retrieve any Business Subscriber Content and Site User Data before it is deleted permanently.
“User Content” shall mean the text, files, images, photos, video, sounds, musical works, works of authorship, text postings and other materials and content posted by Site Users to a Business Subscriber’s Subdomain, except that it shall not include any Business Subscriber Content.
By posting User Content, you understand and acknowledge that any materials, ideas or other communications you transmit in any manner and for any reason will not be treated as confidential or proprietary and may be preserved or disclosed by Company or the Relevant Business Subscriber (as defined below) in accordance with these Terms and Conditions. Any User Content you post to a Business Subscriber’s Subdomain shall be disclosed to and used by that Business Subscriber. Business Subscribers, and not Company, are responsible for their own use, treatment and disclosure of User Content posted to their respective Subdomains.
You shall be solely responsible for any User Content you submit and the consequences of posting or publishing it. With respect to any User Content you submit, you affirm, represent and warrant that: (a) you own or have the necessary licenses, rights, consents or permissions to use and authorize Company to use all patent, copyright, trade secret and trademark rights or other proprietary rights to enable inclusion and use of User Content in the manner contemplated by the Website and these Terms and Conditions; (b) you have the written consent, release or permission of each identifiable individual person in your User Content to use the name, likeness or other personal characteristics of each such identifiable individual to enable inclusion and use of such User Content in the manner contemplated by the Website and these Terms and Conditions; and (c) all User Content you submit is complete and current at the time of submission.
You shall retain all of your ownership rights in and to the User Content you provide through our Website. However, by submitting User Content on a Subdomain, you hereby grant Company and the Business Subscriber to whose Subdomain you have submitted User Content (the “Relevant Business Subscriber” with respect to any User Content you have submitted to their Subdomain) a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, sublicensable (through multiple tiers of sublicensees) and transferable license to use, reproduce, distribute, edit, modify, translate, reformat, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the Internet, broadcast television, radio or any other uses or media) the User Content, in whole or in part, including future properties and technologies that Company (or its successor) may otherwise own, control or utilize that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed to the maximum extent permitted by applicable law.
Company and the Relevant Business Subscriber will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any User Content you submit for any purpose whatsoever, without restriction and without compensating you in any way, and to perform anonymized data aggregation and analytics based on your User Content. Both Company and Business Subscriber are and will be under no obligation (1) to pay to you or any third party any compensation for any User Content, or (2) to respond to any User Content. In addition, Company and the Relevant Business Subscriber will have the right to refuse, remove or delete any User Content, which either or both reasonably considers to violate these Terms and Conditions or to otherwise be illegal or objectionable.
Your posting of User Content or Business Subscriber Content (individually and collectively, “Content” in these Terms and Conditions) is subject to these Terms and Conditions, any additional terms posted for a specific feature, as well as the following submission rules, to which you agree to adhere through your use of the Website:
Company may cancel your account and delete all Content , including any applicable Subdomains, associated with your account at any time without notice, if Company deems in its sole discretion that you have violated these Terms and Conditions, the law, or for any other reason. Company assumes no liability for any information removed from our Website, and reserves the right to permanently restrict access to the Website or a user account. If you are not a Business Subscriber, you may deactivate your account by logging in and choosing to deactivate in your User Admin Dashboard, or by emailing email@example.com. Once your account is deactivated you will no longer be able to login, post, comment, edit your content or take other actions on the site.
You understand that Company has no responsibility to monitor any materials posted, transmitted, or communicated to or within the Website. If you believe that something on the Website violates these Terms and Conditions, please e-mail firstname.lastname@example.org.
Company respects the intellectual property of others, and we expect Site Users and Business Subscribers to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of Site Users who infringe or repeatedly infringe the copyrights or other intellectual property rights of Company or other rights owners.
We sometimes provide links on this Website to third-party websites. If you use these links, you will leave this Website. Company is not obligated to review any third-party websites that you link to from this Website, Company does not control any of the third- party websites, and Company is not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, Company does not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from this Website, you do this entirely at your own risk and you must follow the applicable Third Party Terms. Certain areas of this Website may allow you to interact and/or conduct transactions with one or more third-party websites, and, if applicable, allow you to configure your privacy settings in that third-party website account to permit your activities on this Website to be shared with your contacts in your third-party site account.
Company respects the intellectual property rights of others and encourages you to do the same. Accordingly, Company has a policy of removing Content that violates the intellectual property rights of others, suspending access to this Website (or any portion thereof) to any user who uses this Website in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses this Website in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of this Website, please provide written notice to our Agent for notice of claims of infringement:Attn: Sentient Services, LP
To be sure the matter is handled immediately, your written notice must:
Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.
Company will notify you that Company has removed or disabled access to copyright- protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our Agent with a written counter-notification that includes the following information:
Company reserves the right, in Company’s sole discretion, to terminate the account or access of any user of this Website who is the subject of repeated DMCA or other infringement notifications.
You are solely responsible for protecting the security and confidentiality of your password, as applicable, and are accountable for any activity undertaken through your account.
You shall not violate or attempt to violate the security of the Website. Violations of system or network security may result in civil or criminal liability. Company reserves the right to investigate occurrences which may involve such violations and may involve and cooperate actively with law enforcement authorities in prosecuting users who have participated in such violations.
If you send or transmit any communications, comments, questions, suggestions, or related materials to Company, whether by letter, email, telephone, or otherwise (collectively, “Company Feedback”), suggesting or recommending changes to the Website, Company Content or the services available via the Website, including, without limitation, new features or functionality relating thereto, all such Company Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Company is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Company Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Company Feedback. You understand and agree that Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Company Feedback, and you have no right to compel such use, display, reproduction, or distribution.
If you send or transmit any communications, comments, questions, suggestions, or related materials to a Business Subscriber, whether by letter, email, telephone, or otherwise (collectively, “Business Subscriber Feedback”), suggesting or recommending changes to that Business Subscriber’s services, products, websites or Business Subscriber Content, including, without limitation, new features or functionality relating thereto, all such Business Subscriber Feedback is, and will be treated as, non- confidential and non-proprietary by the Business Subscriber. You hereby assign all right, title, and interest in, and the Business Subscriber is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Business Subscriber Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Business Subscriber Feedback. You understand and agree that Business Subscriber is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Business Subscriber Feedback, and you have no right to compel such use, display, reproduction, or distribution.
If you want an account with the Company, you must submit the following information through the account registration page on this Website:
Once you submit the required registration information, Company alone will determine whether or not to approve your proposed account. If approved, you will be sent an e- mail detailing how to complete Your registration.
You represent that any information you post or provide to Company by means of this Website, including, without limitation, as part of any registration, application or inquiry, is true, accurate, not misleading and offered in good faith.
You may never use another user’s account without permission. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Company as soon as possible of any breach of security or unauthorized use of your account. Company reserves the right to suspend or terminate any account at any time for any reason and is not liable for any damage or loss resulting from such suspension or termination.
By using the Website, you consent to receiving electronic communications from Company. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Website and/or services provided on or through the Website These electronic communications are part of your relationship with Company. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
We may from time to time offer promotions or contests on the Website. Please note that the particular terms for any such promotions or contests or other features or activities may differ from the Terms and Conditions of our Website. If different or additional terms apply, they will be posted in a manner that makes it clear that such rules or terms apply to the applicable service.
We offer an reward program where Site Users can earn “icanmakeitbetter Points” or “icanmakeitbetter Dollars” for completing activities on the Site that offer a reward, including for completing surveys on the Site (an “Incentive”). “icanmakeitbetter Points” or “icanmakeitbetter Dollars” can be redeemed for gift cards, products and Tango cards subject to Tango Card, Inc.’s Terms of Service available at https://www.tangocard.com/terms-of-service (“Tango Cards”)
The pricing for merchant gift cards (“Merchant Gift Cards”) is stated in “icanmakeitbetter Points” or “icanmakeitbetter Dollars” and are used to redeem Merchant Gift Cards or other digital products (such as merchant credits) denominated in U.S. dollars. “icanmakeitbetter Points” or “icanmakeitbetter Dollars” is not a Merchant Gift Card; it is a voucher containing value that may be: (i) used to obtain Merchant Gift Card(s) or other digital products, and/or (ii) used to donate U.S. Dollars to designated non-profit organizations. An “icanmakeitbetter Point” or “icanmakeitbetter Dollar” itself cannot be used at merchant stores and has value only through usage at the Tango Card website.
We will issue Incentives as part of a rewards program at a Business Subscriber’s direction; provided that we reserve the right to refuse or modify a rewards program in our sole discretion. Once we issue an Incentive for Site Users, such Incentive is held by Company until the Site User redeems such Incentive. Unredeemed Incentives will remain the property of Company. Company reserves the right to void Incentives issued to Site Users at Company’s sole discretion.
Occasionally, a Business Subscriber will close down a Subdomain and expire or terminate a rewards program. Prior to closing a Subdomain, Site Users will have thirty (30) days to redeem their Incentives, after which any unredeemed Incentives will expire and be of no value or use. We will notify Site Users prior to closing a Subdomain, and remind Site Users to redeem their Incentives before they expire.
We do not offer or participate in any sweepstakes programs. Any such sweepstakes offered by a Business Subscriber is independent of and unrelated to any of the services offered on this Website, and we disclaim any liability arising from or related to such sweepstakes.
You agree to indemnify and hold Company and its agents and licensors harmless from any claim or demand, including costs or attorneys’ fees, made by any third party due to or arising out of your User Content, Business Subscriber Content or other content you submit, post to or transmit through the Website, your violation of these Terms and Conditions, or your violation of any rights of another person or entity.
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. ICANMAKEITBETTER MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS. ALL SITE INFORMATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION CONTENT, OR SYSTEM INTEGRATION. ICANMAKEITBETTER DOES NOT WARRANT THAT THE SITE WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED.
UNDER NO CIRCUMSTANCES SHALL ICANMAKEITBETTER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, COSTS OR ATTORNEY’S FEES ARISING OUT OF OR RELATING TO THESE TERMS OR USE, ACCESS TO, USE OF OR THE OPERATION OF THE WEBSITE. YOUR SOLE AND EXCLUSIVE REMEDY AND ICANMAKEITBETTER’S SOLE AND EXCLUSIVE LIABILITY TO YOU FOR ANY REASON SHALL BE FOR YOU TO DISCONTINUE YOUR ACCESS TO OR USE OF THE WEBSITE. COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED THESE TERMS AND CONDITIONS SHALL NOT BE MORE THAN $100.00.
You agree to comply with all applicable laws, rules and regulations when using the Website.
Both you and Company acknowledge and agree that no partnership is formed, and neither you nor Company has the power or the authority to obligate or bind the other. In the event that you and Company have an effective master services agreement or other agreement signed by both parties and such agreement conflicts with these Terms and Conditions, such agreement shall govern.
If you are a Site User, you acknowledge and agree that the Business Subscriber of a Subdomain is a third party beneficiary to these Terms and Conditions as they relate to your use of their Subdomain(s). Upon your acceptance of these Terms and Conditions, such Business Subscriber(s) will have the right to enforce these Terms and Conditions, and any applicable Supplemental Terms, against you as they relate to your use of such Subdomains.
These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts-of-laws principles. By using this Website, you hereby agree that the exclusive jurisdiction for any and all disputes arising out of or relating to these Terms and Conditions and the Website shall lie in the federal or state courts located in Austin, Texas.
These Terms and Conditions operate to the fullest extent permissible by law. If any provision of these Terms and Conditions is unlawful, void, or unenforceable, that provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. Company’s failure to enforce any of these Terms and Conditions is not a waiver of such term. Company’s failure to act with respect to you or anyone else’s breach on any occasion is not a waiver of its right to act with respect to future or similar breaches.
The failure of Company to comply with the Terms and Conditions because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Company, shall not be deemed a breach of these Terms and Conditions.
Sections 4, 9, 16, 17, 18, 19 and 21 shall survive any termination of these Terms and Conditions.
These Terms and Conditions constitute a binding agreement between you and Company, and are accepted by you as a condition for your use of the Website or your account. These Terms and Conditions constitute the entire agreement between you and Company arising out of or relating to the use of the Website and your account and supersede all previous or contemporaneous agreements, representations, understandings, or terms, written or oral.
In the provision of its Services to Business Subscribers, Company may from time to time process certain Personal Data (defined below) for which the Business Subscriber may be a data controller under the Data Protection Laws (defined below).
To the extent that the provision of such Services involves the processing of Personal Data, the parties agree that this Section 21 shall apply for the purposes of ensuring compliance with the applicable Data Protection Laws.
The terms used in this Section 21 shall have the meanings set forth in this Section 21. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Terms and Conditions.
“Authorized Subprocessors” means (a) those Subprocessors set out in Subsection 21.M (Authorized Subprocessors); and (b) any additional Subprocessors consented to in writing by the Client in accordance with Subsection 21.F;
“Process/Processing”, “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach” and “Special Categories of Personal Data” shall have the same meaning as in the Data Protection Laws;
“Data Protection Laws” means in relation to any Personal Data that is Processed in the performance of the Terms and Conditions, the EU Data Protection Directive 95/46/EC until 25 May 2018 and the General Data Protection Regulation (EU) 2016/679 (“GDPR”) on and from 25 May 2018), in each case together with all laws implementing or supplementing the same and any other applicable data protection or privacy laws;
“EEA” means the European Economic Area;
“Client Personal Data” means the data described in Annex 1 and any other Personal Data Processed by Company or any Company Affiliate on behalf of the Client pursuant to or in connection with the Terms and Conditions;
“Data Transfer Mechanism” means the standard contractual clauses for the transfer of personal data to Processors established in third countries, as approved by the European Commission in Decision 2010/87/EU, the EU-US Privacy Shield Program, or any set of clauses or other legal basis for transferring Personal Data out of the European Union approved by the European Commission which amends, replaces or supersedes these data transfer mechanisms;
“Subprocessor” means any Data Processor (including any third party and any Company Affiliate) appointed by Company to Process Business Subscriber Personal Data on behalf of the Business Subscriber;
Business Subscriber warrants that all Personal Data processed by Company has been and shall be collected and processed by Business Subscriber in accordance with Data Protection Laws including without limitation: (a) ensuring that all notifications to and approvals from regulators which are required by Data Protection Laws are made and maintained by Business Subscriber; and (b) ensuring that all Personal Data is collected and processed fairly and lawfully, is accurate and up to date and that a fair notice is provided to data subjects which describes the processing to be undertaken by Company. Business Subscriber shall indemnify and hold Company harmless against all losses, fines and regulatory sanctions arising from any claim by a third party or regulator arising from any breach of this section.
Company shall only Process the types of Business Subscriber Personal Data relating to the categories of Data Subjects for the purposes of these Terms and Conditions and for the specific purposes in each case as set out in subsection 21.M below, as otherwise directed by the Business Subscriber in writing, and as required by applicable Law.
For the purposes set out in this Section 21.C, the Business Subscriber hereby instructs Company to transfer Business Subscriber Personal Data to the recipients in the Third Countries listed in subsection 21.M., provided that Company shall comply with subsection 21.F. (Subprocessing).
Company shall take reasonable steps to ensure that its employees and agents who may have access to the Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
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, Company shall implement appropriate technical and organisational measures that are designed to ensure a level of security appropriate to the risk.
Business Subscriber hereby authorizes Company to subcontract the processing of the Personal Data to Subprocessors, such as the data centers used by Company for data storage who in each case are subject to terms between Company and the Subprocessor that are no less protective than those set out in this agreement. Company will inform Business Subscriber of the details of such Subprocessors upon written request from Business Subscriber. Company will inform Business Subscriber in advance of any intended changes concerning the addition or replacement of Subprocessors and thereby give Business Subscriber the opportunity to object to such changes. If Business Subscriber does not object in writing within five (5) days of receipt of the notice, Business Subscriber is deemed to have accepted the new Subprocessor. If Business Subscriber does object in writing within five (5) days of receipt of the notice, Company and Business Subscriber will discuss possible resolutions.
As at the effective date of this agreement, the Business Subscriber hereby authorizes Company to engage those Subprocessors set out in subsection 21.M.
Company shall notify Business Subscriber within five (5) business days if it receives a request from a data subject under any Data Protection Laws in respect of Personal Data processed on behalf of Business Subscriber. Company shall cooperate with Business Subscriber to enable the Business Subscriber to comply with any exercise of rights by a Data Subject under any Data Protection Laws in respect of Business Subscriber Personal Data and comply with any assessment, inquiry, notice or investigation under any Data Protection Laws in respect of Business Subscriber Personal Data or this Section 21, including, where applicable, providing such assistance as is reasonably requested by the Business Subscriber to enable the Business Subscriber to comply with the relevant request within the timescales prescribed by the Data Protection Laws.
Company shall notify the Business Subscriber within forty-eight (48) hours, upon becoming aware of or reasonably suspecting a Personal Data Breach, providing the Business Subscriber with sufficient information which allows the Business Subscriber to meet any obligations to report a Personal Data Breach under the Data Protection Laws.
Company shall cooperate with the Business Subscriber and take such reasonable commercial steps as are directed by the Client to assist in the investigation, mitigation and remediation of each Personal Data Breach.
Company shall provide reasonable assistance to the Business Subscriber with any data protection impact assessments which are required under Article 35 GDPR and with any prior consultations to any supervisory authority of the Business Subscriber which are required under Article 36 GDPR, in each case solely in relation to Processing of Client Personal Data by Company on behalf of the Business Subscriber and taking into account the nature of the Processing and information available to Company.
Company shall promptly and in any event within ninety (90) calendar days of the earlier of: (i) cessation of Processing of Business Subscriber Personal Data by Company; or (ii) termination of the Services, at the choice of the Business Subscriber (such choice to be notified to Company) either: (i) return a complete copy of all Business Subscriber Personal Data to the Business Subscriber by secure file transfer in such format as notified by the Business Subscriber to the Company and securely wipe all other copies of Business Subscriber Personal Data Processed by Company or any Authorized Subprocessor; or (ii) securely wipe all copies of Business Subscriber Personal Data processed by Company or any Authorized Subprocessor. Company may retain Business Subscriber Personal Data to the extent required by European Union or EU Member State law.
On reasonable request and at Business Subscriber’s expense, Company shall cooperate in the conduct of any audit or inspection, reasonably necessary to demonstrate Business Subscriber’s compliance with the obligations laid down in these terms and conditions, provided always that this requirement shall not oblige Company to provide or permit access to information concerning (i) Company internal pricing information; (ii) information relating to Company’s other customers; (iii) any of Company’s non-public external reports; or (iv) any internal reports prepared by Company’s internal audit function. Business Subscriber will give Company reasonable notice of any audit or inspection to be conducted and shall avoid causing of any damage, injury or disruption to Company’s equipment, personnel and business in the course of such an audit or inspection. Further a maximum of one audit or review may be activated under this section in any twelve (12) month period.
Any obligation imposed on Company under this Section 21 in relation to the Processing of Personal Data shall survive any termination or expiration of the services to Business Subscriber. With regard to the subject matter of this Section 21, in the event of inconsistencies between the provisions of this Section 21 and any other agreements between the parties, including but not limited to the Terms and Conditions, the provisions of this Section 21 shall prevail with regard to the parties’ data protection obligations for Personal Data of a Data Subject from a Member State of the European Union or European Economic Area. Should any provision of this Section 21 be invalid or unenforceable, then the remainder of this Section 21 shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
This subsection 21.M. includes certain details of the Processing of Business Subscriber Personal Data as required by Article 28(3) GDPR.
The subject matter and duration of the Processing of the Client Personal Data are set out in the Terms and Conditions and this subsection 21.
Name and email address
Participants in market research communities
The obligations and rights of Business Subscribers are set out in the Terms and Conditions and this subsection 21.