Publication date: 7 of July 2022
“Simulator GoPractice” is a set of audio-visual, text, graphic materials and programs for computers, which is an interactive training platform.
For the purposes of these Terms the direct course participant, platform user who receives services on the basis of Your payment are referred to as Participant.
The Company reserves the right to change or modify these Terms at any time and based upon its sole discretion. If the Company makes changes to these Terms, a respective notice of such changes shall be provided, or the “Publication date” date at the top of these Terms shall be changed.
1. SERVICES AND PRINCIPLES
1.1. Services. The Company agrees to perform the following Services:
- Provide Participant with the access to the materials of the Programs through the Platform; and
- Provide Participant with the access to the Platform;
- Manage technical support for the Program.
The “Product Growth Simulator” comprises advanced professional training programs offered by the Company. Upon successful completion of a Program, as determined by the Company, Participant will receive a certificate of completion (hereinafter the “Certificate”). If Participant does not successfully complete a Program, Participant may be entitled to receive a certificate of attendance upon the Company’s sole discretion.
1.2. You understand and acknowledge the following:
- THE PROGRAM IS NOT ACCREDITED. The Company is not an accredited institution and we do not confer formal degrees. The Certificate is not a formal degree.
- The Program is not an educational program.
- YOU WILL NOT RECEIVE ACADEMIC CREDIT FOR THE COMPLETION OF A PROGRAM. The Certificate will not entitle Participant to academic credit recognized by any other institution, college or university.
- COMPLETION OF THE PROGRAM IS NOT A GUARANTEE OF FUTURE EMPLOYMENT OR ADVANCEMENT. We do not and cannot make any representations and warranties regarding Participant future employment or advancement.
- YOUR WORK MUST BE YOUR OWN. The work Participant performs and submits (e.g., homework assignments, quizzes, exams, and any other projects will be Participant own work (except if Participant is permitted to work with others in groups).
- PARTICIPANT CANNOT TAKE THE SPECIFIC COURSE TWICE.
- THE COMPANY PROVIDES THE SERVICES WITH REASONABLE CARE, SKILL AND WORKMANSHIP IN ACCORDANCE WITH THE HIGHEST INDUSTRY STANDARDS. The Company will at all times comply with all applicable laws and regulatory requirements when performing Company’s obligations under the Terms, as well as with any authorizations, permits, registrations and approvals that may be required by the competent authorities in order to provide the Services.
1.3. Acceptance. The moment of complete and unconditional acceptance by the Participant of the Company's proposal to conclude an agreement under these Terms (acceptance of the offer) is the fact of registration on the Website or payment by the Participant for the Services.
1.4. Non-commercial use. Participant acknowledge of the Program, Participant use of the Platforms and Contents viewed through the Website, is solely for Participant personal and non-commercial use.
1.5. Prohibition. The Company reserves the right, at its sole discretion, to decline registration of any Participant for the Program and further reserves the right to prohibit any Participant who breaches these Terms.
1.6. Information and consulting services. The Company, regardless of the selected tariff, provides remote consulting support to the Licensee regarding the License, rights and obligations of the parties to these Terms on the basis of your or Participant requests on the following conditions:
- Advisory support is provided between 10 a.m. and 6 p.m. Delaware time on business days;
- The cost of the consulting support is included in the corresponding license fee.
For consulting support, You or Participant may contact the Company by email at firstname.lastname@example.org.
1.7. Result of Course Completion. When Participant fully completes the Course, regardless of the chosen tariff, the Company provides Participant with the digital name certificate indicating the percentage of correct answers.
2. USAGE ORDER
2.2. After registration and purchase of the Course, the Company adds Participant in a virtual group on the Internet platform Facebook to discuss emerging issues.
2.3. Result of registration. The result of registration is the appearance of Participant’s personal section of the Website, which allows viewing and access to the content of the Course and managing the available functionalities of the Platform (hereinafter the “Personal profile”).
2.4. Login credentials confidential. Each Participant must keep his/her account credentials confidential and not share them with anyone else. The Participant will promptly notify the Company if they become aware of any compromise to their account credentials.
2.5. Tampering with or Illegal Use of Contents, Platform or Website. The Participant is not allowed to tamper with or manipulate Contents of the Program, the Platform or the Website, or otherwise damage this Website. If the Participant violates these Terms, the Company reserves the right to seek all remedies available at law and in equity, including, without limitation, suspending or blocking access to the Website and the Program. Participant agrees not to use the Services to:
- Violate any local, state, national or international law or regulation;
- Transmit any material or data that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically, or otherwise objectionable;
- Stalk, harass, bully, or harm another individual or legal entity;
- Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
- Knowingly transmit any material that contains adware, malware, spyware, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Defeat or interfere with any security feature of the Services, or attempt to do so;
- Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
- Interfere with or disrupt the Services or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; or
- Alter or modify any content or component of the Services or the Platform other than your Participant Data (as defined below).
2.6. Age Requirement for Users. The Program, Contents and the Website are not for children under the age of majority, as defined by applicable law in the Participant’s country of residence.
2.7. Suspension. The Company may suspend Participant’s access to the Website or the Program if Participant breaches these Terms, if Participant’s or actions risk harm to other participants or breaches the principles. Where practicable, the Company will use reasonable efforts to provide Participant with prior notice of the suspension.
2.8. The Company does not provide You or Participant with any equipment and does not reimburse any other costs incurred in connection with the implementation of the methods of use of the Course.
3. LIMITED LICENSE
3.1. Contents. This includes all materials including without limitation, logos, brand names, images, designs, photographs, video clips and written and other materials that appear as part of the Program, the Platform or the Website.
3.2. Grant of License on the Content. With your Program purchase, the Company grants Participant a limited, non-exclusive, non-transferable license to access the Program Content. Except for the foregoing limited license, no right, title, or interest shall be transferred to You or Participant. The Company may revoke license at any time at its sole discretion. Upon such revocation, You and Participant must promptly destroy all content downloaded or otherwise obtained, as well as copies of such materials, whether made in accordance with these Terms.
3.3. Grant of License on the Platform. With your Program purchase, the Company grants Participant a limited, non-exclusive, non-transferable, license to access the Platform. Except for the foregoing limited license, no right, title, or interest shall be transferred to You or Participant. The Company may revoke license at any time at its sole discretion. Upon such revocation, You and Participant must promptly destroy all content downloaded or otherwise obtained, as well as copies of such materials, whether made in accordance with these Terms.
3.4. Restrictions. License is subject to these Terms and does not include: (a) provide access to, distribute, sell or sublicense Contents or Platform to a third party, (b) use the Website on behalf of, or to provide any product or service to, third parties, (с) remove or obscure any proprietary notices in the or otherwise misrepresent the source of ownership of the Website, the Platform or the Contents, (d) interfere with the Website’s operation or the Platform, circumvent its access restrictions or conduct any security or vulnerability test, (e) transmit any viruses or other harmful materials at the Website or other services through which Contents is accessed , (f) engage in any fraudulent, misleading, illegal or unethical activities related to the Website, the Program or Contents.
3.5. Copyrights and trademarks. Unless otherwise noted, all materials including without limitation: logos, brand names, images, designs, photographs, video clips and written and other materials that appear as part of our Services are copyrights, trademarks, service marks and/or other intellectual property whether registered or unregistered owned, controlled or licensed by the Company. Nothing on our Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any intellectual property displayed or used on our Website, without the express written permission of the Company.
3.6. You are not allowed to:
- copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any intellectual property displayed or used on our Website without prior written permission;
- record on video or audio tape, relay by videophone or other means any intellectual property displayed or used on our Website;
- use any intellectual property displayed or used on our Website in the provision of any other course or training whether given by us or any third party trainer;
- remove any copyright or other notice of GoPractice Inc. on any intellectual property displayed or used on our Website;
- modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of the intellectual property displayed or used on our Website.
3.7. Ownership. The Company does not grant any rights or licenses unless those which are expressly set out in these Terms. Except for the use rights granted in these Terms, the Company retains all intellectual property and other rights to the Program, the Platform and the Website and related Company technology, templates, formats and dashboards, including any modifications or improvements to these items. Except as expressly provided in these Terms, the Website, the Platform and the Contents may not be copied, modified, reproduced, republished, posted, displayed, transmitted, sold, offered for sale, redistributed, or disclosed in any way without Company’s prior express written permission.
4. FEES AND PAYMENT
4.1. Payment. You will be responsible for paying then-current tuition fees for the Program.
4.2. You will pay the applicable tuition fees in advance or in part in advance using payment mechanisms we may make available. All charges and payments shall be in US dollars unless otherwise agreed by the Company. Your financial institutions may charge a fee for converting to local currency. Payment can be made by any bank card supported by Stripe and Paypal online payment systems. Fees for the Service selected by You on the Website or purchased shall be debited from your credit / debit card at the time of purchase. Fees must be paid in full prior to you accessing the Course by the Company.
4.3. Amount. The amount of the license fee is determined on the date of payment for the Course in accordance with the tariff selected from those posted on the link: https://gopractice.io/course/growth/prices/. In order to access the tariffs, registration is required.
4.4. If there are conditions on full advance payment, the Company proceeds to the execution of these Terms not earlier than the date of your obligation to pay in full.
4.5. Third-party’s fee. Any fees charged by your debit or credit card provider in connection with your purchase of the Services are at your own expense, and the Company is not responsible for them.
4.6. Installment. In case the possibility of payment by installments is provided, You are obliged to pay 50% of the license fee. In the case where the Licensee makes payment of the license fee in his own name and at his own expense, the Company may provide You with the possibility of payment in installments. In case the possibility of payment by installments is provided, You are obliged to pay 50% of the license fee before the start of training. The remaining 50% you shall be paid within the next 28 calendar days.
4.7. Violate the payment terms. If You violate the payment terms for more than 7 calendar days, the Company has the right to cancel these Terms and block Participant access to the Course.
4.8. Сhange the amount. The Company has the right to change the amount and procedure of payment of the license fee, rates. If the amount of the license fee changes after You have made advance payment, the cost will not change and is not subject to recalculation.
4.9. Refund. The refund of the license fee is possible within 14 calendar days from the date of payment, provided that Participant has not gone further than the section 10 of the Course. If Participant started to pass the section 11 or subsequent sections of the Course, the refund is not available. If Your registration is in the EU, UK, Canada or Turkey, You are entitled to get your money back within 14 calendar days of purchase.
4.9.1. Procedure for appointment and change of the Group. By paying the license fee, You and Participant agreed to the time and date of upcoming Group Meetings. Participant have the right to change the Group if the following conditions are met simultaneously :
- if at least 5 business days remain prior to the agreed upon date of the Group Meeting;
- if Participant miss no more than 1 Group Meeting.
4.9.2. Missing a Group Meeting. If Participant misses a Group Meeting, the Services provided under Section 4.9. of these Terms shall be deemed provided from the moment the access to the record of the Group Meeting is granted.
4.9.3. Recording of Group Meetings. Regardless of Participant attendance/absence at the Group Meeting, Participant shall be provided access to the recording for only your personal use. The term of access to the recording is 1 calendar month from the date the Company sends the recording to the Group.
The Participant does not have the right to record broadcasts of speeches or video recordings of the Group Meeting, including providing access to familiarization with them to third parties, and does not have the right to distribute materials received as part of the execution of these Terms, and does not have the right to use for any purpose images of those participating in the Group Meeting or copyright objects, and does not have the right to retransmit the Group Meeting.
4.10. Payment and Taxes. You or Participant will be required to select a payment option and provide accurate information regarding credit card or other payment instrument. You agree to pay the Company in accordance with these Terms, and Participant authorizes the Company or its third-party payment processors to bill payment instruments in advance on a periodic basis in accordance with such agreement. All amounts paid are non-refundable and we reserve the right to change our prices in the future. You or Participant is responsible for payment of all taxes imposed on him by governmental authorities resulting from these Terms or use of the Website or Contents.
5. PURCHASE OF A COURSE FOR A THIRD PARTY
5.1. When registering, You can immediately select the option – buy a gift course https://gopractice.io/course/growth/gift/
5.2. To purchase a gift card for our course You can sign in or sign up. Once done, you can choose a gift card and purchase it.
5.3. Then we send a certificate with a code, which you can give/send to the person you want to buy the gift. I.e., the activation of the certificate with the code can also serve as an acceptance.
6. PARTICIPANT DATA
6.1. Participant Data. The Platform may enable participants, among other things, to post, make comments, post messages and other content to the Service (collectively, the “Participant Data”).
6.2. Data Use. The Participant will own all Participant Data. Subject to these Terms Participant grants the Company a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Participant Data, created by or for Participant, only as reasonably necessary (a) to provide, maintain the Program; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Participant.
6.3. Warranties. Participant represents and warrants that: (a) Participant own all rights in Participant Data or, alternatively, Participant has acquired all necessary permissions and rights in Participant Data togrant to the Company the rights in your Participant described in these Terms; and (b) your Participant does not infringe the copyright, trademark, patent or other intellectual property rights, privacy rights, publicity rights or any other legal or moral rights of any third party.
6.4. Protection. Protection of Participant Data is a top priority and administrative, physical, and technical safeguards will be maintained. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion, and disclosure of Participant Data. Before sharing Participant Data with any of our third-party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Participant Data and preventing unauthorized access.
6.5. Fee. Unless otherwise provided in any applicable terms, You and Participant acknowledge and agree that you have no expectation of compensation of any nature with respect to any Participant Data and that you shall not receive any compensation for any Participant Data.
6.6. You and Participant acknowledge and agree that you have no expectation of confidentiality of any nature with respect to any Participant Data. You and Participant should not post or share any content at the Platform that you do not want to be viewed by others.
6.7. Feedback. You and Participant agree that the Company and its affiliates are free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback (collectively referred to as “Feedback”) that Participant may voice about the Service including Feedback that Participant send to the Company or its affiliates. You and Participant acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that the Company has no duties to you (including any duty to compensate You and Participant for your Feedback), with respect to such Feedback.
7. THIRD-PARTY CONTENT
7.1. The Company may provide Participant with real world projects related to the field of Course. Such third-party companies may provide Participant with the materials, data, or software to facilitate Participant project (hereinafter referred to as the “Third-Party Content”). Third-Party Content may include all data files, device characteristics, written text, software, music, graphics, photographs, images, sounds, videos, messages, and any other like materials, in any format, which are obtained or derived from third party company other than the Company and made available to Participant through, within, or in conjunction with the third-party projects.
7.2. Participant acknowledges and agrees that the Company does not represent Participant or any third-party companies in relation to the Third-Party Content, and these Terms do not govern any rights, duties, or terms related to the Third-Party Content.
8.1. Limited Warranty. Our Platform is operated by us on an “as is” basis, without representations or warranties of any kind. Participant uses the Service at your sole risk. The Service is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, the Company and its affiliates expressly disclaim all warranties of any kind, whether expressed or implied, with respect to the Service (including, but not limited to, the implied warranties of merchantability, suiting for a particular use or purpose and non-infringement). The Platform may be temporarily unavailable due to scheduled maintenance or unscheduled emergency maintenance, or because of other causes beyond our reasonable control. The Website, the Program, Contents, the Platform, the Confidential Information and all other information and materials are provided “as is” and without warranty of any kind. The Company and its licensors expressly disclaim all warranties, either expressed or implied, statutory or otherwise, including, but not limited to, the implied warranties of merchantability, suiting for a particular purpose, title and noninfringement. Furthermore, the Company does not warrant or make any representations regarding the use or the results of the use of the content or related documentation in agreement of their correctness, accuracy, reliability, or otherwise. No oral or written representations made by the Company, or an agent thereof shall create a warranty or in any way increase the scope of this warranty.
8.2. Exception. Because some jurisdictions do not allow the exclusion or limitation of implied warranties, some or all of the above limitations may not apply to Participant. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such applicable law.
8.3. Disclaimer. In no event is the Company liable for any damages caused by Participant acts or omissions. The Company is not responsible for any Participant data distributed by Participant; the Company has no liability to Participant or to any third party for any content, data or information.
8.4. The Company is not responsible for the opinions or views expressed by Participants, including opinions of other Participants in the form of Participant Data at the Platform or otherwise during the Course.
8.5. Indemnity. The Participant agrees to defend, indemnify, and hold the Company, its officers, directors, employees, agents, licensors, licensees, suppliers, and affiliates harmless from and against any claims, actions, or demands, liabilities, costs, and settlements, including, without limitation, legal and accounting fees, resulting from, or alleged to result from, Participants’ violation of these Terms or the representations and warranties therein, or relating to or arising from use of the Website and Contents. Participant shall cooperate as fully as reasonably required in the Company’s defense of any such claim. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Participant and Participant shall not in any event settle any matter without the prior written consent of the Company. You agree to reimburse the Company for any costs or fees related to its enforcement of these Terms as a result of Participant actions, including without limitation the expert fees and attorney fees regularly charged by the experts and legal counsel chosen by the Company. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to Participant.
8.6. Total liability. In no event shall the aggregate liability of the Company exceed the amount Participant paid. The limitations of this section shall apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence) or otherwise, and whether or not the entities have been informed of the possibility of any such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
8.7. Compliance with Law and Export Controls. The Company makes no representation or warranty that the Program is appropriate or available for use in all locations outside the United States. The Participant use of the Program must comply with all applicable laws, rules and regulations, and Participant is solely responsible for compliance with local laws. The Participant agrees and certifies that all information and any technical data received from the Program will be exported or re-exported outside the United States only as authorized and as permitted by the laws and regulations of the United States.
8.8. Without limiting the generality of the foregoing, you acknowledge and agree that our services shall not be tailored to your level of education or professional needs and shall be provided without any guarantees, conditions, warranties, or representations as to the services or their result. To the extent permitted by law, the Company and any third parties connected to the Company hereby expressly exclude all guarantees, conditions, warranties, representations, and other terms which might otherwise be implied by statute, common law, or the law of equity.
9. YOUR RESPONSIBILITY
9.1. No part of the provision of the Services shall be deemed to be, nor is it intended to be, nor should it be taken to be, the provision of investment advice.
9.2. If the Company discovers access of third parties to the Course or to the Platform as a result of Your or/and Participant actions or its component parts, You are obliged to pay a fine in the amount of 100,000 US dollars for each case of unauthorized access to third parties in extrajudicial procedure within 3 calendar days from the date of receipt of a written request from the Company.
9.3. If You or Participant violate provisions of these Terms regarding the intellectual property, You shall pay to the Company a fine in the amount of 100,000 US dollars for each case of violation within 3 working days from the date of receipt of the written request.
9.4. Neither Party shall have any liability for any loss of profit, revenue or goodwill, or any indirect, special or consequential loss arising from any breach of the terms of these Terms.
9.5. Nothing under these Terms shall exclude or limit either Party’s liability for (i) death or personal injury caused by negligence, (ii) fraudulent misrepresentation, (iii) infringement of any third party’s intellectual property rights, (iv) fines or other claims pertaining to processing of Personal Data, (v) breach of confidentiality undertakings, or (vi) any other matter which under American law may not be limited or excluded.
9.6. Except expressly set out in these Terms, no conditions, warranties or other terms, implied or otherwise, including as to fitness for purpose, shall apply to the Services.
10. TERM AND TERMINATION
10.1. Term. These Terms are effective upon payment by the Participant or until otherwise terminated as set forth herein.
10.2. Termination for Cause. Either party may terminate the agreement under these Terms if the other party (a) fails to cure a material breach of these Terms (including a failure to pay fees) within 30 calendar days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 calendar days.
10.3. Effect of Termination. Upon expiration or termination of these Terms, access to the Program and Contents will cease. At the disclosing party’s request upon expiration or termination of these Terms, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Participant Data, which is addressed in Section 6). Participant Data and other Confidential Information may be retained in the party’s standard backups after deletion but will remain subject to these Terms confidentiality restrictions.
10.4. Survival. All representations, warranties, covenants, and agreements contained herein and all related rights to indemnification shall continue in full force and effect following the date hereof.
11.1. Obligations. Each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in these Terms, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in these Terms. The party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 11 and they are bound to confidentiality obligations no less protective than this Section 7.
11.2. Exclusions. These confidentiality obligations do not apply to information that the party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under these Terms, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the other party’s Confidential Information.
11.3. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 11.
11.4. The obligation of non-disclosure of confidential information is valid for 10 years.
12. CHANGE IN TERMS
Сhange in Terms. The Company reserves the right at any time to modify, amend these Terms at its sole discretion. The Company will use commercially reasonable efforts to notify You and Participant of any change to these Terms either by sending an email to the email address provided with registration or by a posting on the Website. These, as amended, will be effective upon acceptance of registration for new Participants and effective for all existing Participants 2 calendar days after the posting of any amended Terms on the Website. The Participant agrees to be bound by these Terms, as modified.
13. SANCTIONS COMPLIANCE
13.1. You represent, warrant, and undertake that with respect to these Terms:
- You shall comply with all applicable trade, economic, and financial laws, and regulations, including those administered and enforced by United States (https://sanctionssearch.ofac.treas.gov/), European Union and relevant Member States, the United Nations Security Council, or any other government bodies with jurisdictions relevant to these Terms (collectively referred to as the “Sanctions”)
- Neither you nor your agents, representatives, employees, or other affiliates are in, or a resident or national of, any country that is subject to an export embargo United States, nor identified on any Sanctions lists, nor is owned or, where relevant under the Sanctions, controlled by the same.
- You will not, directly or indirectly, engage in any unauthorized business or dealings with any persons under the Sanctions or otherwise engage in any activities prohibited by the Sanctions.
- You should promptly notify the Company of the occurrence of any fact or event that would render any representation or warranty in this Section incorrect or misleading.
13.2. You acknowledge and agree that the Company is entitled from time to time to request you to provide documents and information verifying that you are in compliance with the representations and warranties above, and/or that the transaction contemplated by these Terms is permitted by domestic and foreign law, including Sanctions and embargoes law.
13.3. The Company may immediately suspend or terminate these Terms in case of any breach by you of any representation or warranty in this Section, or if the Company reasonably determines that it cannot perform its obligations under these Terms due to the Sanctions-related prohibitions, or if you refuse to provide documents and/or information at Company’s request, or if the Company reasonably determines that such provided documents and/or information are insufficient.
14. GOVERNING LAW
14.1. Governing Law, Jurisdiction and Venue. These Terms are governed by the laws of the State of South Carolina and the United States without regard to conflicts of law’s provisions and without regard to the United Nations Convention on the International Sale of Goods.
14.2. Dispute settlement. If You or Participant are not happy with the Services for any reason, please contact us email@example.com first so that we can try to resolve your concerns without the need of any outside help. All disputes arising from or in connection with the agreement under these Terms may be resolved by the parties by sending a written pre-trial claim, the period of response to which is 10 business days. The claim is sent as a scanned copy of the document signed by You.
14.3. The jurisdiction and venue for actions related to these Terms will be the state and United States federal courts located in South Carolina.
15.1. Notices. Except as set out in these Terms, any notice or consent under these Terms must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered mail or (c) upon receipt if by e-mail. If to the Company, notice must be provided to email firstname.lastname@example.org. If the Participant, the Company may provide notice to the address the Participant provided at registration. The parties to these Terms have agreed that all digitally signed documents and scanned copies sent by electronic mail have the same effect as handwritten documents, give rise to rights and obligations of the parties, and may be used as evidence in court. Any files attached to an electronic communication shall be an integral part of that communication.
15.2. Entire agreement. These Terms are the parties’ complete and entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. Headings are for convenience only and “including” and similar agreement are to be construed without limitation.
15.3. Amendments. Except as otherwise provided herein, any amendments, modifications or supplements to these Terms must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by the Company. Nonetheless, with notice to You and Participant, the Company may modify these Terms to reflect new features or changing practices, but the modifications will not materially decrease the Company’s overall obligations.
15.4. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of these Terms is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of these Terms remain in effect.
15.5. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.
15.6. Subcontractors. The Company may use subcontractors and permit them to exercise the Company’s rights, but the Company remains responsible for their compliance with these Terms and for its overall performance under these Terms.
15.7. Language version of these Terms. Where the Company has provided with a translation of the English language version of these Terms, and/or any other documentation, the Participant agrees that the translation is provided for convenience only and that the English language versions will govern.
16. CONTACTING US
If You or Participant have any questions or concerns about the Program, the Platform, your registration, or anything else, please follow the Contact us link on the Website, or send an email to email@example.com. Post: 2261 Market Street #4830 San Francisco, CA 94114.
STANDARD CONTRACTUAL CLAUSES
Clause 1 Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data - You (hereinafter each “data exporter”), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”) have agreed to these standard contractual clauses (hereinafter: “Clauses”).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2 Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3 Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6;
(ii) Clause 7 - Module One: Clause 7.5 (e) and Clause 7.9(b);
(iii) Clause 12(a) and (d);
(iv) Clause 13.1(c), (d) and (e);
(v) Clause 14(e).
Clause 4 Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5 Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6 Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 7 Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
7.1 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose:
(i) where it has obtained the data subject’s prior consent;
(ii) where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iii) where necessary in order to protect the vital interests of the data subject or of another natural person.
(a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 8, the data importer shall inform them, either directly or through the data exporter:
(i) of its identity and contact details;
(ii) of the categories of personal data processed;
(iii) of the right to obtain a copy of these Clauses;
(iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 7.7.
(b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.
(c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.
(d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
7.3 Accuracy and data minimisation
(a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.
(b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.
(c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.
7.4 Storage limitation
The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation of the data and all back-ups at the end of the retention period.
7.5 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.
(b) The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(c) The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(d) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects.
(e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 11. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.
(f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.
(g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.
7.6 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter “sensitive data”), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.
7.7 Onward transfers
The data importer shall not disclose the personal data to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:
(i) it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question;
(iii) the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;
(iv) it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings;
(v) it is necessary in order to protect the vital interests of the data subject or of another natural person; or
(vi) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
7.8 Processing under the authority of the data importer
The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.
7.9 Documentation and compliance
(a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.
(b) The data importer shall make such documentation available to the competent supervisory authority on request.
Clause 8 Data subject rights
(a) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.
(b) In particular, upon request by the data subject the data importer shall, free of charge:
(i) provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 7.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);
(ii) rectify inaccurate or incomplete data concerning the data subject;
(iii) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.
(c) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.
(d) The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter “automated decision”), which would produce legal effects concerning the data subject or similarly significantly affect him / her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:
(i) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and
(ii) implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.
(e) Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.
(f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.
(g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.
Clause 9 Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 11;
(ii) refer the dispute to the competent courts within the meaning of Clause 16.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 10 Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.
(c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.
Clause 11 Supervision
(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 12 Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 15(d) and (e) shall apply.
Clause 13 Obligations of the data importer in case of access by public authorities
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 12(e) and Clause 14 to inform the data exporter promptly where it is unable to comply with these Clauses.
13.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 12(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 14 Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 12(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses. In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 15 Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be American law.
Clause 16 Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the state and United States federal courts located in South Carolina.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
Name: GoPractice Inc.
Address: 2261 Market Street #4830 San Francisco, CA 94114
Contact person’s name, position and contact details: Oleg Ya, CEO
Activities relevant to the data transferred under these Clauses: Educational activity
Signature and date: ____________
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred:
Participants of Online Course
Categories of personal data transferred:
Account data: login name, password (for verifying you while singing-in), nickname, profile picture, e-mail, registration date and time.
User generated content: any data submitted in calls, messages, chats, etc. by the Participant of his/her own choice. When You use the Platform, You may provide us with any text, images or videos that you upload or provide to us in the context. Content generated on or transmitted through the Platform, which may include audio, video, messages sent during your participation in the Course, content contained in chat exchanges, transcripts, written feedback, files, as well as related. Content may include your voice and image, depending on the account holder's preferences, your settings, including your preferences. Depending on the services and place of posting (chat room or forum), this information can be available to some or all other users of our services.
Communications data. We may receive Personal Data when you send us an email message or otherwise contact us.
Surveys. We may receive Personal Data when you provide information in response to a survey operated by us
Third Party Sites. We may receive Personal Data when you access or log-in to a third--party site, e.g., Facebook, from our Platform. This may include the text and/or images of your Personal Data available from the third-party site.
Submissions data: your feedback, comments, answers to questionnaires, opinions and other submissions with regard to our services form of texts, screenshots, audio or video recordings.
Behavioral data: information about the way you use our services, its frequency and etc. (e.g., log-ins, services segments used, page views, transactions made within our services).
Browsing data: your IP address, name of your browser, name of your Internet provider, traffic source (including the source from which our Platform was installed on your device).
The frequency of the transfer:
Each time you use Platform, we will collect mentioned Personal Data.
Nature of the processing
Processing of Personal Data of Participants for the provision of Services.
Purpose(s) of the data transfer and further processing:
Providing the basic services, fulfill our contractual obligations;
Respond to your requests, for example to contact you about a question you submitted to our customer service team;
Inform you about changes in your services, our service offering and other important service-related notices
Perform research and analysis about your use of, or interest in, our products, services, or content, or products, services or content offered by others;
Comply with applicable legal or regulatory obligations, including complying with requests from law enforcement or other governmental authorities, or in legal proceedings involving the Platform;
Communicate with you, either directly or through one of our partners, including for customer service, to provide you with updates and other information relating to the Platform and the Website, and for marketing and promotional purposes;
Prevent and investigate fraudulent or other criminal activity.
The period for which the personal data will be retained: