Data Privacy and Security Sample Clauses
The Data Privacy and Security clause establishes the obligations of parties to protect personal and sensitive information from unauthorized access, use, or disclosure. Typically, this clause requires adherence to relevant data protection laws, implementation of security measures such as encryption or access controls, and prompt notification in the event of a data breach. Its core function is to safeguard confidential data, ensuring compliance with legal standards and minimizing the risk of data misuse or loss.
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Data Privacy and Security. Bank will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Bank, that contains reasonable and appropriate security measures designed to safeguard the personal information of the Funds’ shareholders, employees, trustees and/or officers that Bank or any Subcustodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Bank will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to (i) ensure the security and confidentiality of all personal information and any other confidential information that Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder, (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of personal information or other confidential information, (iii) protect against unauthorized access to or use of personal information or other confidential information, (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches, and (v) ensure appropriate disposal of personal information or other confidential information. Bank will monitor and review its information security program and revise it, as necessary and in its sole discretion, to ensure it appropriately addresses any applicable legal and regulatory requirements. Bank shall periodically test and review its information security program. Bank shall respond to Customer’s reasonable requests for information concerning Bank’s information security program and, upon request, Bank will provide a copy of its applicable policies and procedures, or in Bank’s discretion, summaries thereof, to Customer, to the extent Bank is able to do so without divulging information Bank reasonably believes to be proprietary or Bank confidential information. Upon reasonable request, Bank shall discuss with Customer the information security program of Bank. Bank also agrees, upon reasonable request, to complete any security questionnaire provided by Customer to the extent Bank is able to do so without divulging sensitive, proprietary, or Bank confidential information and return it in a commercially reasonable period of time (or provide an alternative response that reasonably addresses the poin...
Data Privacy and Security. 7.1.1 With respect to any End-User Customer Information received, accessible, or accessed by Merchant, Merchant will comply with applicable law regarding the use of non-public personal information and the requirements of BlueSnap’s Privacy Policy as amended from time to time. Further, Merchant (i) will not use any End-User Customer Information for any other purpose other than those contemplated hereunder, (ii) has and will maintain reasonable and appropriate measures to protect the security and confidentiality of such End-User Customer Information, and (iii) will not, directly or through an affiliate, disclose or permit the disclosure of any End-User Customer Information to any other person that is not an affiliate or service provider, or an employee or agent of any such party with a demonstrable need to know such End User Customer Confidential Information in order to fulfill the obligations hereunder. Merchant shall take all available steps and precautions to prevent fraud, theft and/or misappropriation of End-User Customer Information.
7.1.2 Subject to each Merchant’s obligations of confidentiality or a duty to restrict dissemination of proprietary information arising from third party relationships or as otherwise imposed by law, ▇▇▇▇▇▇▇▇ will promptly notify BlueSnap as soon as commercially reasonable upon learning of any suspected or actual security breach, unauthorized disclosure, compromise of privacy involving End-User Customers’ Information or the actual loss or theft of any such personal information (“Security Incident”).
Data Privacy and Security. (a) The Company and each of its Subsidiaries are, and since January 1, 2019, have been in material compliance with all Privacy and Data Security Requirements. To the Knowledge of the Company, all Subprocessors are, and since January 1, 2019 have been in, material compliance with all Privacy and Data Security Requirements.
(b) None of the Personal Information in the possession, custody, or control of the Company or any of its Subsidiaries, received by the Company or any of its Subsidiaries, or otherwise Processed by or on behalf of the Company or any of its Subsidiaries, has been collected by, or provided to the Company or any of its Subsidiaries by a third party, in material violation of any Privacy and Data Security Requirement.
(c) The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, including the transfer of all Personal Information and confidential information in the possession, custody, or control of the Company and each of its Subsidiaries (including Personal Information and confidential information held or Processed by any Subprocessor), do not and will not: (i) materially conflict with or result in a material violation or breach of any Privacy and Data Security Requirement (as currently existing or as existing at any time during which any Personal Information was collected or Processed by or for the Company or any of its Subsidiaries); or (ii) require the consent of or notice to any Person concerning such Person’s Personal Information or confidential information. Neither the Company nor any of its Subsidiaries are subject to any Privacy and Data Security Requirements or other legal obligations that, following the Closing, would prohibit the Company, any of the Company’s Subsidiaries, or Parent from receiving, using, or otherwise Processing Personal Information in substantially the same manner in which the Company or any of its Subsidiaries Processed such Personal Information prior to the Closing.
(d) The Company and each of its Subsidiaries have at all times posted to each of their websites, mobile applications, and other online services and provided or otherwise made available to each data subject prior to Processing such data subject’s Personal Information an appropriate Company Privacy and Data Security Policy that materially complies with all Privacy and Data Security Requirements. No material disclosure or representation made or contained in any Company Privacy and Data Securi...
Data Privacy and Security. A. Personal Data and Customer Instructions. Under this Agreement, Apple, acting as a data processor on your behalf, may receive Personal Data if provided by You. By entering into this Agreement, You instruct Apple to process Your Personal Data, in accordance with applicable law:
(i) to provide the Service; (ii) pursuant to Your instructions as given through your use of the Services (including the web portal and other functionality of the Service); (iii) as specified under this Agreement; and (iv) as further documented in any other written instructions given by You and acknowledged by Apple as constituting instructions under this Agreement. Apple shall comply with the instructions described in this Section 3A unless prohibited by an applicable legal requirement from doing so, in which case Apple will inform You of that legal requirement before processing Personal Data (unless prohibited by that law from doing so on important grounds of public interest).
Data Privacy and Security. Supplier shall comply with the Data Privacy and Security Addendum terms contained in Exhibit C, attached hereto and made a part hereof.
Data Privacy and Security. (a) The Conveyed Subsidiary Entities, Vendor (in respect of the ENSTAR Assets) and APC (in respect of the APC Assets) (and, upon completion of the Pre-Closing Reorganization, NewCo, New APC and New ENSTAR) are, and during the three (3) years before the Signing Date have been, in material compliance with all (i) Privacy Laws, (ii) privacy policies, notices, statements and procedures applicable to the Conveyed Entities or the Business regarding Personal Information, privacy or data security practices, and (iii) the requirements of any Contracts regarding Personal Information, privacy or data security practices (subsections (i) to (iii) collectively referred to as “Privacy Commitments”).
(b) The Conveyed Subsidiary Entities, Vendor (in respect of the ENSTAR Assets) and APC (in respect of the APC Assets) (and, upon completion of the Pre-Closing Reorganization, NewCo, New APC and New ENSTAR) have and during the past three (3) years have had agreements in place with (i) all Persons processing or otherwise with access to Personal Information or other data collected or processed by, for or on behalf of the Conveyed Entities or the Business (“Data Partners”) and (ii) each Person for or on behalf of which the Conveyed Entities or the Business process Personal Information or other data, such agreements requiring protection of Personal Information consistent with Privacy Commitments, and all Data Partners are, to the Knowledge of Vendor, in compliance with such Privacy Commitments.
(c) None of the execution and delivery of this Agreement or the consummation of the Transactions will: (i) cause, constitute, or result in a material breach or violation of any Privacy Commitments; (ii) except as set forth in Section 4.23(c) of the Vendor Disclosure Schedule, require the consent of or notice to any Person under any Privacy Commitments; or (iii) give rise to any right of termination or other right to impair the Conveyed Entities’ rights to own and process any Personal Information used in or necessary for the operation of the Business as it is currently being conducted.
(d) The Conveyed Subsidiary Entities, Vendor (in respect of the ENSTAR Assets) and APC (in respect of the APC Assets) (and, upon completion of the Pre-Closing Reorganization, NewCo, New APC and New ENSTAR) have: (x) implemented and maintained, and have required all Data Partners to implement and maintain, cyber insurance that would offer coverage in the event of unauthorized, unlawful or improper access, use, ...
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(a) Holdings and its Subsidiaries have implemented commercially reasonable procedures, including firewall protections and regular virus scans, designed to ensure that software used in the operation of their business is materially free of any code designed to (or intended to): (i) disrupt, disable, harm, or otherwise impede in any manner the operation of, or provide unauthorized access to, a computer system or network or other device on which such code is stored or installed, or (ii) compromise the privacy or data security of a user or damage or destroy any data or file without the user’s consent. The information technology systems and databases used by Holdings and its Subsidiaries are sufficient in all material respects for the needs of their business and in accordance with customary industry standards and practices. There has been no (x) failure or other substandard performance of any such information technology system or database that has caused any material disruption to the business of Holdings and its Subsidiaries or (y) to the knowledge of the Credit Parties, unauthorized intrusions or breaches of security with respect to any information technology systems and databases used by Holdings and its Subsidiaries.
(b) Each of Holdings and its Subsidiaries (i) is, and has at all times been, in compliance in all material respects with all applicable requirements of law and Contractual Obligations regarding the collection, protection, storage, use, processing, disclosure, retention and transfer of Personal Information and (ii) has commercially reasonable safeguards in place to protect Personal Information in their possession or control from unauthorized access by other Persons.
(c) There have not been, to the knowledge of the Credit Parties, any material unauthorized intrusions or breaches of the security of any of the information technology systems and databases, any material unauthorized access or use of any Personal Information or other information stored or contained therein or accessed or processed thereby, or any material compromise of the confidentiality, integrity, or availability of Personal Information or the physical, technical, administrative, or organizational safeguards put in place by Holdings or any of its Subsidiaries that relate to the protection of Personal Information. No Person has, to the knowledge of the Credit Parties, made any illegal or unauthorized use of Personal Information that was controlled by or on behalf of Holdings or a...
Data Privacy and Security. Data Privacy. "
Data Privacy and Security. (a) To the Company’s knowledge, each Group Company has implemented adequate written policies relating to the Processing of Personal Data as and to the extent required by applicable Law (“Privacy and Data Security Policies”).
(b) To the Company’s knowledge, there is (and since the Lookback Date there has been) no material Proceeding pending or, to the Company’s knowledge, threatened against or involving any Group Company initiated by any Person (including (i) the United States Federal Trade Commission, any state attorney general or similar state official; (ii) any other Governmental Entity, foreign or domestic; or (iii) any regulatory or self-regulatory entity) alleging that any Processing of Personal Data by or on behalf of a Group Company is or was in violation of any Privacy Laws or any Privacy and Data Security Policies nor, to the Company’s knowledge, is there (nor since the Lookback Date has there been) any basis for the foregoing.
(c) To the Company’s knowledge, since the Lookback Date: (i) no person has alleged or given written notice of unauthorized access to, or use, disclosure, or Processing of Personal Data in the possession or control of any Group Company or any of its contractors with regard to any Personal Data obtained from or on behalf of a Group Company; (ii) no person has alleged or given written notice of unauthorized intrusions or breaches of security into any Company IT Systems; and (iii) none of the Group Companies has notified or been required to notify any Person of any (A) loss, theft or damage of, or (B) other unauthorized or unlawful access to, or use, disclosure or other Processing of, Personal Data, except, in each case, as would not have a Company Material Adverse Effect.
(d) Each Group Company owns or has license to use such Company IT Systems as necessary to operate the business of each Group Company as currently conducted. All Company IT Systems are: (i) free from any material defect, bug, virus or programming, design or documentation error and (ii) in sufficiently good working condition to effectively perform all material information technology operations necessary for the operation of the Business (except for ordinary wear and tear). To the Company’s knowledge, since the Lookback Date, there have not been any material failures, breakdowns or continued substandard performance of any Company IT Systems that have caused a material failure or disruption of the Company IT Systems other than routine failures or disruptions that...
Data Privacy and Security. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(a) The Company and its Subsidiaries are, and since the Lookback Date have been, in compliance with all applicable Privacy Commitments. To the Knowledge of the Company, all Personal Information collected, processed, transferred, disclosed, shared, stored, protected or used by the Company or its Subsidiaries, or shared with a third party, in connection with the operation of their respective businesses is, and since the Lookback Date has been, collected, processed, transferred, disclosed, shared, stored, protected and used by the Company, its Subsidiaries or third parties acting on their behalf in accordance with all applicable Privacy Commitments. No disclosures made in any written privacy policies, notices, or statements published by the Company or its Subsidiaries have been inaccurate, misleading or deceptive. The Company has not sold, licensed or rented any Personal Information to a third party for monetary or other valuable consideration. To the Knowledge of the Company, the Company and its Subsidiaries are not, and since the Lookback Date have not been, (i) under audit or investigation by any Governmental Authority regarding the Company’s compliance with applicable Privacy Commitments or (ii) subject to any third-party notification, claim, demand, audit or action in relation to the Company’s collection, processing, transfer, disclosure, sharing, storing, security and use of Personal Information.
(b) The Company and its Subsidiaries (i) have implemented and maintain commercially reasonable technical, physical, and organizational measures intended to protect against and identify anticipated threats or hazards to, the security, confidentiality, integrity and availability of Personal Information, Company Information and Systems, including a commercially reasonable incident response plan and backup procedures, and (ii) have commercially reasonable procedures in place designed to remediate (A) Information Security Incidents and (B) audit or security assessment findings deemed to be a material, critical or high risk to the effectiveness of any System. The Company and its Subsidiaries have fully remediated any and all material, critical or high-risk security vulnerabilities associated with Systems for which the Company or its Subsidiaries have or should reasonably have become aware. To the Knowledge of the Company, there are...