Mit Google Docs veröffentlichtMissbrauch meldenWeitere InformationenReachDeck Legacy License AgreementAutomatisch alle 5 Minuten aktualisiert<p>
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<p>Texthelp Ltd.</p>
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<p>ReachDeck Legacy - License Agreement</p>
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<p>ReachDeck Legacy License Agreement : Version 1 Revision 3 : Public Information</p>
<p>Contents</p>
<p>
</p>
<p>
</p>
<p>1 DEFINITIONS </p>
<p>2 GRANT OF LICENSE </p>
<p>3 PAYMENT </p>
<p>4 NON-ASSIGNMENT </p>
<p>5 RESTRICTIONS </p>
<p>6 ACKNOWLEDGMENTS </p>
<p>7 TITLE AND RIGHTS TO SOFTWARE AND MODIFICATIONS </p>
<p>8 LIMITED WARRANTY </p>
<p>9 INDEMNIFICATION </p>
<p>10 LIMITATION OF LIABILITY </p>
<p>11 TERM AND TERMINATION </p>
<p>12 CONFIDENTIAL INFORMATION </p>
<p>13 GENERAL PROVISIONS </p>
<p>
</p>
<p>
</p>
<p>
</p>
<p>
</p>
<p>
</p>
<p>List of Schedules</p>
<p>
</p>
<p>Schedule 1: Maintenance &.
Support SLA</p>
<p>Schedule 2: Service Levels</p>
<p>Schedule 3: Standard Contractual Clauses</p>
<p>
</p>
<p>LICENSE AGREEMENT</p>
<p>This license agreement (“Agreement”) is made effective for the Term (as defined herein) and is between Texthelp Ltd., a Northern Ireland registered company with a principal place of business and registered office at Lucas Exchange, 1 Orchard Way, Greystone Road, Antrim, Northern Ireland, BT41 2RU, Company No.
NI 31186 (“Licensor”) and the Licensee</p>
<p>Recitals:</p>
<p>
</p>
<ol>
<li>Licensor is the author and owner of the Product.
and</li>
<li>Licensee (as defined herein) wishes to license the Product to provide text to speech functionality for web site visitors.
</li>
</ol>
<p>
</p>
<p>
</p>
<p>Therefore, the parties agree as follows:</p>
<p>
</p>
<ol>
<li>DEFINITIONS</li>
</ol>
<p>“Extranet”</p>
<p>means an on-line database, hosted by Licensor, which allows the Licensee to define and amend Licensee preferences relating to the performance of the Product, including but not limited to pronunciation changes.</p>
<p>“Force Majeure”</p>
<p>means performance of either party being rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the nonperforming party.</p>
<p>“Licensee”</p>
<p>means the ultimate owner of the Licensee URLs.
</p>
<p>“Licensee Users”</p>
<p>means any visitor to any of the Licensee URLs during the Term.</p>
<p>“Licensee URLs”</p>
<p>means the list of URLs owned and managed by Licensee which under the terms of this License, as agreed in writing by the Licensor, may be speech enabled using the Product.</p>
<p>“Maintenance &.
Support SLA”</p>
<p>means the provision of maintenance and support and associated service level agreement as specified in Schedule 1.</p>
<p>“Product”</p>
<p>means the Product stated in the Quote that has been accepted by the Licensee.</p>
<p>“Quote”</p>
<p>means the document that states the Product, Term and cost of the license and refers to acceptance of this license.
</p>
<p>“Term”</p>
<p>Means the Term agreed on the Quote by the Licensee.</p>
<p>“Territory”</p>
<p>means world-wide.
</p>
<p>
</p>
<p>
</p>
<ol>
<li>GRANT OF LICENSE</li>
</ol>
<ol>
<li>License</li>
</ol>
<p>Subject to Licensee’s compliance with the terms and conditions of this Agreement, including, for the avoidance of doubt, the Standard Contractual Clauses in Schedule 3 of this license agreement, , Licensor hereby grants:</p>
<p>
</p>
<ol>
<li>To Licensee</li>
</ol>
<ol>
<li>a non-transferable and non-exclusive license to use the Product within the Territory for the Term.
</li>
<li>access to the Extranet for the Term.
</li>
<li>the right to add up to 250 pronunciation change entries into the Extranet during the Term.
Additional pronunciation changes may be permitted by prior written consent from the Licensor.
and</li>
<li>Permission to display Product logos and buttons on Licensee URLs for the Term.</li>
</ol>
<p>
</p>
<ol>
<li>To Licensee Users  .
</li>
</ol>
<ol>
<li>a non-transferable and non-exclusive license to use the Product for the Term.
</li>
</ol>
<p>
</p>
<ol>
<li>Restricted Deployment</li>
</ol>
<p>This Agreement restricts the deployment of the Product to the Territory solely for use with the Licensee URLs.
Under no circumstances may the Product be deployed outside of the Territory or used with any other URL(s) without the prior written consent of Licensor.
</p>
<p>
</p>
<p>
</p>
<ol>
<li>PAYMENT</li>
</ol>
<p>As full payment for all rights and licenses granted hereunder with respect to the Product, Licensee shall pay to the Licensor the license fees set forth in the Quote for the Term along with any sales taxes which may come due.</p>
<p>
</p>
<ol>
<li>NON-ASSIGNMENT</li>
</ol>
<p>Neither party shall assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights, or sub-contract or otherwise delegate any of its obligations under this Agreement without the prior written consent of the other party and provided that, in the case of an assignment or transfer by a party by operation of law, whether pursuant to a merger, consolidation, sale of assets or otherwise, such consent by the other party shall not be required if the successor-in-interest to the party assumes all of that party’s duties and obligations under this Agreement.
Any attempted assignment, sublicense or transfer without such consent will be void and have no effect.
</p>
<p>
</p>
<p>
</p>
<ol>
<li>RESTRICTIONS </li>
</ol>
<ol>
<li>Copying</li>
</ol>
<p>Licensee may make a reasonable number of copies of the Product in machine readable form solely;</p>
<p>
</p>
<ol>
<li>to understand the contents of such machine readable material and to test integration of the Product.
</li>
<li>for backup purposes.
</li>
<li>for archival purposes.
or </li>
<li>to deploy the Product within the Territory as permitted under this Agreement.
</li>
<li>
</li>
</ol>
<p>Copies of the Product for any other purpose may not be made without the prior written consent of Licensor.
Any and all copies are subject to the terms and conditions of this Agreement.
Licensee shall not provide or otherwise make available the Product to any person other than Licensee’s employees and/or duly authorized agents without the prior written consent of Licensor, except as expressly provided herein.
</p>
<p>
</p>
<ol>
<li>No Reverse Engineering</li>
</ol>
<p>Licensee may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Product, except to the extent that applicable law does not permit Licensor to exclude or limit such rights.</p>
<p>
</p>
<p>
</p>
<ol>
<li>ACKNOWLEDGMENTS</li>
</ol>
<p>To protect Licensor’s copyright and other ownership interests, Licensee agrees that, as a condition of its rights hereunder, it will display proprietary notices as mutually agreed.
During the Term, Licensee agrees that any end user documentation will include all applicable copyright and trademark notices of Licensor.</p>
<p>
</p>
<p>
</p>
<ol>
<li>TITLE AND RIGHTS TO SOFTWARE AND MODIFICATIONS</li>
</ol>
<p>All rights, title and interest in and to the Product, and any and all parts thereof, in all languages delivered or to be delivered hereunder, and including all modifications and revisions of the foregoing, shall remain solely vested in Licensor.
</p>
<p>
</p>
<p>All rights, title and interest in and to the Licensee URLs shall remain solely vested in the Licensee.</p>
<p>
</p>
<p>
</p>
<ol>
<li>LIMITED WARRANTY</li>
</ol>
<ol>
<li>Product</li>
</ol>
<p>Licensor warrants that the Product, when properly used according to the documentation provided to Licensee by Licensor, will perform in substantial conformance with the documentation in all material respects, for a period of ninety (90) days from the date of delivery to Licensee.
Licensor’s sole responsibility under this warranty shall be, at Licensor’s option, to either repair or replace the Product.
If, the Licensee having reported a nonconformance, Licensor determines that the original Product did not contain a nonconformance, Licensor may, at its sole discretion, pass to the Licensee all costs of modifications and/or repairs at Licensor’s prevailing rates.
</p>
<p>
</p>
<ol>
<li>Limitations</li>
</ol>
<p>The foregoing warranties apply only to Licensee.
Licensor shall provide warranty service only for the most current version of the Product, which it shall supply, as available, to Licensee during the Term at no additional cost.
 .
Licensor shall have no obligation to provide warranty services if a defect in the Product is caused by malfunction of non-Licensor hardware or software, by modification of the Product not made by Licensor, by operator error, or by use of the Product that is not in accordance with the written operating instructions.
</p>
<p>
</p>
<ol>
<li>Disclaimer </li>
</ol>
<p>Except for the express warranties stated herein, Licensor disclaims all express and implied warranties, including without limitation all implied warranties of merchantability and fitness for a particular purpose.</p>
<p>
</p>
<p>
</p>
<ol>
<li>INDEMNIFICATION</li>
</ol>
<ol>
<li>By Licensor</li>
</ol>
<p>Licensor will defend at its own expense any third party claim against Licensee that the Product infringes any.
</p>
<p>
</p>
<ol>
<li>copyright or intellectual property;</li>
<li>trademark.
or </li>
<li>trade secret,</li>
</ol>
<p>and will indemnify Licensee against all damages and costs awarded in connection with such claim.
If such a claim is made or appears possible, Licensor may, at its option, secure for Licensee the right to continue to use the Product, modify or replace the Product so it is non-infringing, or, if neither of the foregoing options is reasonably available in Licensor's judgment, terminate this Agreement.
 .
However, Licensor has no obligation for any claim of infringement based on (i) modifications of the Product not made by Licensor or (ii) the combination, operation, or use of the Product with any product, data, content or apparatus not supported by Licensor, in each case to the extent the Product would not otherwise infringe.
This section states the entire liability of licensor for any claim of infringement involving the Product.</p>
<p>
</p>
<ol>
<li>By Licensee</li>
</ol>
<p>Licensee will defend at its own expense any third party claim against Licensor that the Licensee URLs and/or content displayed on Licensee URLs infringe any;</p>
<p>
</p>
<ol>
<li>copyright or intellectual property;</li>
<li>trademark.
or </li>
<li>trade secret</li>
</ol>
<p>
</p>
<p>and will indemnify Licensor against all damages and costs awarded in connection with such claim.
This section states the entire liability of licensee for any claim of infringement involving the licensed product.</p>
<p>
</p>
<ol>
<li>Assistance with Defense</li>
</ol>
<p>The foregoing indemnities are in addition to any rights otherwise under this Agreement, but shall be expressly contingent on the non-indemnifying party;</p>
<p> </p>
<ol>
<li>notifying the indemnifying party in writing of any such claim, demand, action, or liability.
</li>
<li>cooperating in the defense or settlement thereof (at the indemnifying party’s expense).
and </li>
<li>allowing the indemnifying party to control the defense or settlement of the same,</li>
</ol>
<p>
</p>
<p>provided that any settlement reached by the indemnifying party shall also include settlement of the indemnified party’s liabilities.</p>
<p>
</p>
<p>
</p>
<ol>
<li>LIMITATION OF LIABILITY </li>
</ol>
<p>In no event shall either party be liable for;</p>
<p> </p>
<ol>
<li>incidental, consequential, exemplary, punitive, special or indirect damages (including but not limited to lost business profits).
</li>
<li>any amounts in excess of the actual direct damages caused by the specific product or service complained of.
or </li>
<li>any amounts in the aggregate in excess of the amount actually paid to Licensor by Licensee hereunder in the twelve (12) months preceding the date of the claim,</li>
</ol>
<p>
</p>
<p>in each case even if such party has been advised of the possibility of the same.
This section does not limit Licensee’s obligations to make payment of all amounts payable to Licensor hereunder.
Both parties acknowledge and agree that this Section 10 represents a reasonable allocation of risk and that, in the absence of these limitations of liability, the terms of this Agreement would be substantially different.</p>
<p>
</p>
<p>
</p>
<ol>
<li>TERM AND TERMINATION</li>
</ol>
<ol>
<li>Term </li>
</ol>
<p>Unless earlier terminated in accordance with the terms of this Agreement, this Agreement will be effective for the Term.
Upon the expiration of the Term, this Agreement may be renewed for one or more additional terms by written agreement of the parties, such agreement to be reached a minimum of thirty (30) days prior to the expiration of the then current term.</p>
<p>
</p>
<ol>
<li>Termination for Cause </li>
</ol>
<p>In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement by giving thirty (30) days' prior written notice to the other party.
provided, however, that this Agreement shall not terminate if the other party has cured the breach prior to the expiration of such thirty (30) day period, or if such breach cannot be cured within such thirty (30) day period, the other party has taken substantial steps acceptable to the non-breaching party within such thirty (30) day period to cure the breach and thereafter cured such breach as soon as practicable.</p>
<p>
</p>
<ol>
<li>Termination for Insolvency </li>
</ol>
<p>This Agreement shall terminate, without notice.
</p>
<p>
</p>
<ol>
<li>upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings, other than for the purposes of restructuring.
</li>
<li>upon either party's making an assignment for the benefit of creditors.
or </li>
<li>upon either party's dissolution or ceasing to do business.</li>
</ol>
<p>
</p>
<ol>
<li>Return of Materials </li>
</ol>
<p>Upon termination of this Agreement for any reason, Licensee shall return to Licensor all copies of the Product in its possession, Confidential Information (as defined below), documentation and all other tangible materials related to the Product.</p>
<p>
</p>
<ol>
<li>Effect of Termination </li>
</ol>
<p>Termination shall not relieve Licensee of any of its payment obligations accrued prior to the effective date of the termination, nor shall it relieve either party of any of its indemnification obligations herein.
</p>
<p>
</p>
<ol>
<li>Survival </li>
</ol>
<p>The provisions of Sections 1, 9, 10, 11, 12 and 13 shall survive the termination of this Agreement for any reason.</p>
<p>
</p>
<p>
</p>
<ol>
<li>CONFIDENTIAL INFORMATION</li>
</ol>
<ol>
<li>Definition</li>
</ol>
<p>Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information of a confidential nature (“Confidential Information”) including, without limitation, any technical or design specifications, business plans, customer information, marketing strategies, and any business information of the other Party that.
</p>
<p>
</p>
<ol>
<li>is clearly and conspicuously marked as “confidential” or with a similar designation.
or</li>
<li>is identified by the Disclosing Party as confidential and/or proprietary before, during, or promptly after presentation or communication.
or </li>
</ol>
<p>the Receiving Party should reasonably have understood to be confidential, given the manner or circumstances of its disclosure, irrespective of whether or not the specific designation “confidential” or any similar designation is used.
</p>
<p>
</p>
<ol>
<li>GDPR Compliance &.
International Data Transfers</li>
</ol>
<p>Texthelp Billing &.
Contact Data is stored in Amazon Web Services (AWS) which may involve the transfer of Personal Data to the United States of America.
Texthelp has entered into Standard Contractual Clauses with AWS in compliance with Article 46 of the GDPR. </p>
<ol>
<li>Cookie consent of End-Users</li>
</ol>
<p>Licensor warrants that the Cookie consent of the end-user is requested prior to using the Product.
Licensor also warrants that the Product only stores cookies related directly to features within the product and tracking it’s usage in order to enhance the user experience and does not store cookies for any other purpose.
Licensee agrees to notify users of the use of cookies by the Product.
</p>
<ol>
<li>Disclosure and Use </li>
</ol>
<p>Except with the prior written consent of the Disclosing Party, neither party shall.
</p>
<p>
</p>
<ol>
<li>disclose any Confidential Information of the Disclosing Party other than to employees and contractors who have a need to know and have agreed in writing to protect the confidential information of third parties.
</li>
<li>make copies or allow others to make copies of such Confidential Information except as is reasonably necessary for internal business purposes to fulfill its obligations under this Agreement.
or</li>
<li>remove or export any such Confidential Information from the country of the Receiving Party to the extent prohibited by applicable export laws.
</li>
</ol>
<p>The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as it would use with respect to its own Confidential Information of a similar nature, but in no event less than a reasonable standard of care.
Each party shall use the Confidential Information of the other party solely for the purposes of fulfilling its obligations or exercising its rights under this Agreement or as expressly permitted in this Agreement.
</p>
<ol>
<li>Exceptions </li>
</ol>
<p>Nothing in this Agreement shall prohibit or limit either party’s use or disclosure of information.
</p>
<p>
</p>
<ol>
<li>previously known to it without obligation of confidence.
</li>
<li>independently developed by or for it without use of or access to the other party’s Confidential Information;</li>
<li>acquired by it from a third party which is not under an obligation of confidence with respect to such information.
or </li>
<li>which is or becomes publicly available through no breach of this Section 12.
</li>
</ol>
<p>
</p>
<p>A party may disclose Confidential Information that is required to be disclosed by operation of law, court order or other governmental demand provided the Disclosing Party is given prompt notice of such requirement and the scope of such disclosure is limited to the extent possible.
</p>
<p>
</p>
<ol>
<li>Confidentiality of Agreement</li>
</ol>
<p>Each party agrees that the terms of this Agreement, any disputes arising out of this Agreement, and any discussions pertaining to the foregoing, shall be deemed Confidential Information of the other party, provided that in addition to the permitted disclosures hereunder, either party may disclose the terms of this Agreement.
</p>
<p>
</p>
<ol>
<li>if required to do so by law or generally accepted accounting principles.
</li>
<li>as required to assert its rights hereunder.
and </li>
<li>to its own directors, employees, attorneys, accountants, and other advisors on a “need to know” basis and under an obligation of confidentiality no less stringent than set forth herein.
</li>
</ol>
<p>
</p>
<p>Each party agrees that the Disclosing Party will be given prompt notice of any disclosure made pursuant to clause (i) or (ii) above, and that any such disclosure shall be limited to the extent possible.</p>
<p>
</p>
<ol>
<li>Equitable and Injunctive Relief</li>
</ol>
<p>Each of the parties acknowledges that its breach of this Section 12 may cause irreparable damage, and, therefore, the other party shall have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys' fees and expenses) incurred in connection with any breach hereof.</p>
<p>
</p>
<p>
</p>
<ol>
<li>GENERAL PROVISIONS</li>
</ol>
<ol>
<li>Governing Law </li>
</ol>
<p>This Agreement shall be governed by and construed under the laws of Northern Ireland, without reference to conflicts of law principles which would cause the laws of another jurisdiction to apply.
 .
</p>
<p>
</p>
<ol>
<li>Headings </li>
</ol>
<p>The headings in this Agreement are for convenience only and shall not affect its interpretation.</p>
<p>
</p>
<ol>
<li>Entire Agreement </li>
</ol>
<p>This Agreement, including the schedule(s) attached hereto, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them.
No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by both parties.</p>
<p>
</p>
<ol>
<li>Unenforceability</li>
</ol>
<p>The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.</p>
<p>
</p>
<ol>
<li>Non Waiver</li>
</ol>
<p>The failure of either party to insist, in any one or more instances, upon the performance of any of the terms of this Agreement or to exercise any right hereunder, shall not be construed as a waiver of the future performance of any such term or the future exercise of such right.</p>
<p>
</p>
<ol>
<li>Severability</li>
</ol>
<p>Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law and, as modified, enforced.
All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision, as if such illegal, invalid or unenforceable provision had not been contained herein.</p>
<p>
</p>
<ol>
<li>Notices </li>
</ol>
<p>All notices and other communications hereunder shall be in writing and shall be deemed effective when delivered by hand or the next business day if delivered by facsimile or digital transmission or when telexed, or upon receipt when mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at their principal place of business (or at such other address for a party as shall be specified by like notice from time to time).</p>
<p>
</p>
<ol>
<li>Force Majeure</li>
</ol>
<ol>
<li>If either party is affected by Force Majeure, it shall forthwith notify the other party of the nature and extent thereof.</li>
<li>Neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance, or nonperformance, of any of its obligations under this Agreement to the extent that such delay or nonperformance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.</li>
<li>If the Force Majeure in question prevails for a continuous period in excess of 3 (three) months, the party not affected by such event of Force Majeure shall be entitled to terminate this Agreement forthwith by notice in writing to the other party.</li>
</ol>
<ol>
<li>Independent Contractors</li>
</ol>
<p>The relationship of Licensor and Licensee established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to;</p>
<p>
</p>
<ol>
<li>give either party the power to direct and control the day-to-day activities of the other.
</li>
<li>constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking.
or </li>
</ol>
<p>(iii) allow Licensee to create or assume any obligation on behalf of Licensor for any purpose whatsoever.</p>
<p>
</p>
<ol>
<li>Counterparts</li>
</ol>
<p>This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.</p>
<p>
</p>
<ol>
<li>No Third Party Beneficiaries</li>
</ol>
<p>The warranties made by Licensor in this Agreement, and the obligations of Licensor under this Agreement, run only to Licensee and not to its affiliates, its customers or any other persons.
Under no circumstances shall any other person be considered a third party beneficiary of this Agreement or otherwise be entitled to any rights or remedies under this Agreement.</p>
<p>
</p>
<ol>
<li>Interpretation</li>
</ol>
<p>Unless the context of this Agreement clearly requires otherwise.
</p>
<ol>
<li>references to the plural include the singular, the singular the plural, the part the whole.
</li>
<li>references to any gender include all genders;</li>
<li>"or" has the inclusive meaning frequently identified with the phrase "and/or,".
</li>
<li>"including" has the inclusive meaning frequently identified with the phrase "including but not limited to".
and </li>
<li>references to "hereunder" or "herein" relate to this Agreement.</li>
</ol>
<p>
</p>
<ol>
<li>Fair Usage </li>
</ol>
<p>The Licensor shall provide an unlimited number of cached speech requests and an unlimited number of cached translation characters for the URL’s covered in the Licensee’s Agreement. Up to 1,200,000 new speech requests per annum at a rate of up to 100,000 speech requests per month for the URL’s covered in the Licensee’s Agreement shall be considered Fair Usage for every £1,000 of annual Licensee revenue paid and the Licensor reserves the right to limit the delivery of new speech requests in excess of this amount at its own discretion. Up to 1,200,000 new translation characters per annum at a rate of up 100,000 new translation characters per month for the URL’s covered in the Licensee’s Agreement shall be considered Fair Usage for every £1,000 of annual Licensee revenue paid and the Licensor reserves the right to limit the delivery of new translation characters in excess of this amount at its own discretion. </p>
<ol>
<li>Consent</li>
</ol>
<p>Wherever the consent of one or more of the parties is required under this Agreement, such consent shall not be unreasonably withheld or delayed.</p>
<p>
</p>
<ol>
<li>Acceptance</li>
</ol>
<p>Each party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are by this Agreement excluded to the fullest extent permitted by law.</p>
<p>
</p>
<ol>
<li> Conflicts with Schedules</li>
</ol>
<p>In the event of any conflict or ambiguity between the clauses and the schedule(s) of this Agreement, the clauses shall prevail to the extent of such conflict or ambiguity.
</p>
<p>
</p>
<p>
</p>
<p>
</p>
<p>
</p>
<p>Schedule 1: Maintenance &.
Support SLA</p>
<p>
</p>
<p>All Maintenance and Support services shall be provided by Licensor under the following terms and conditions:</p>
<p>
</p>
<ol>
<li>DEFINITIONS</li>
</ol>
<p>“ReachDeck Legacy Server Software”</p>
<p>The software hosted in the cloud, which delivers streaming speech in response to a request from the Product</p>
<p>“Error”</p>
<p>means any material failure of the Software to operate in accordance with its documentation and in compliance with the Agreement.</p>
<p>“Fix”</p>
<p>means the repair or replacement of an object or executable code version of the Software to remedy an Error.</p>
<p>“Software”</p>
<p>means the Product or the ReachDeck Legacy Server Software</p>
<p>“Update”</p>
<p>means either (1) a partial update software release, in object code form, containing Error corrections, a Fix, or Workaround, to the Software and any corrections and updates to the associated documentation.
or (2) a modification or new software release, in object code form, containing new features, functionality, or operating system support for the Software and the associated documentation.</p>
<p>“Upgrade”</p>
<p>means a new version of the Software, which adds one or more substantial features to the Software, or otherwise makes one or several substantial changes to the current feature set for the Software.</p>
<p>“Workaround”</p>
<p>means a change in the procedures to be followed by Licensee to avoid an Error without significantly impairing performance of the Software.</p>
<p>“Critical Hosting Service Interruption”</p>
<p>means a fault with the hosting service that prohibits a user from using the Software.
</p>
<p>
</p>
<p>
</p>
<ol>
<li>Maintenance and Support Services</li>
</ol>
<ol>
<li>Methods </li>
</ol>
<p>Licensor shall provide Maintenance and Support services regarding an Error as follows:</p>
<ol>
<li>By Phone </li>
</ol>
<p>Licensee can communicate an Error to Licensor by phone.
Maintenance and Support is available via phone from 9am to 5pm British Standard Time, Monday through Friday.
For Maintenance and Support via phone: UK toll-free 0800-328-7910, North America toll-free 888-248-4947, Rest of World +44 2894428105.</p>
<ol>
<li>By Email</li>
</ol>
<p>Licensee can communicate an Error to Licensor by email.
When emailing Licensor about an Error, Licensee shall use “ReachDeck Legacy” in the subject line.
Maintenance and Support is available via email from 9am to 5pm British Standard Time Monday through Friday.
For Maintenance and Support via email: support@texthelp.com</p>
<p>
</p>
<p>
</p>
<p>
</p>
<p>
</p>
<p>
</p>
<ol>
<li>Updates </li>
</ol>
<p>Licensor shall make Updates available to Licensee within a reasonable time after publication of each Update, in a manner generally made available to licensees having a valid Maintenance and Support SLA in effect at the time of the release.</p>
<ol>
<li>Upgrades </li>
</ol>
<p>Upgrades to the Software are provided to licensees having a valid Maintenance and Support SLA in effect at the time of the release.</p>
<ol>
<li>Training Materials / Technology Support Tools </li>
</ol>
<p>Licensor shall provide Licensee with, and access to, any new training materials and technology support tools for the Software, developed by Licensor from time to time.</p>
<ol>
<li>Standard of Performance</li>
</ol>
<p>Licensor warrants that it shall perform Maintenance and Support services in a professional and workmanlike manner, consistent with prevailing industry standards.
Licensee warrants that it has sufficiently skilled staff to follow and implement recommendations and/or instructions from Licensor’s Maintenance and Support staff.</p>
<p>Licensor warrants the provision of the online speech service including compute and storage.
If a speech server fails, Licensor warrants that restoration, repair or replacement will be complete within 6 working hours of notification of problem.</p>
<p>
</p>
<ol>
<li>Currently Supported Browsers and Flash Versions </li>
</ol>
<p>Licensor warrants support for operating systems and browsers as recommended at support.texthelp.com .
</p>
<p>
</p>
<ol>
<li>Copy/Modification Restrictions</li>
</ol>
<p>Except as expressly approved in writing by Licensor, Licensee may not modify, adapt, translate, reverse engineer, decompile, disassemble the Software or any copy of the Software, or create derivative works based on the Software or any copy.
If Licensee does so, this Maintenance and Support SLA is automatically terminated.
</p>
<ol>
<li>Compulsory Upgrade or Update</li>
</ol>
<p>Licensor reserves the right to require Licensee to adopt a more recent Upgrade or Update to the Software than currently being used by Licensee in order to resolve an Error reported by Licensee.
If Licensee does not comply with such a requirement, then Licensor shall no longer be obligated to provide Maintenance and Support SLA services under the terms of this Agreement.</p>
<ol>
<li>Right to Charge</li>
</ol>
<p>Licensor reserves the right to charge Licensee additional fees at its then prevailing rates upon occurrence of any of the following events, and only if Licensee actions, omissions or failures have caused Licensor to provide additional support services than ordinarily required or that is industry standard:</p>
<p> </p>
<ol>
<li>Licensee has failed to adhere to the terms of this Agreement;</li>
<li>Licensee has failed to follow previous maintenance and support instructions from Licensor.
or </li>
<li>Upon investigation it emerges that the reported fault has been caused by actions of Licensee not related to the Software.
</li>
</ol>
<p>
</p>
<p>
</p>
<ol>
<li>Critical Hosting Service Interruption</li>
</ol>
<p>Licensor warrants to deliver the streamed speech either from its own servers or through a bona fide 3rd party hosting service.
Any third party hosting service shall be required to provide continuity of service guarantees in line with industry standards for delivery of streamed speech.
 .
Licensor reserves the right to change the hosting service from time to time.</p>
<p>
</p>
<p>Schedule 2: Service Levels</p>
<p>
</p>
<p>
</p>
<p>Texthelp (Licensor) shall use all reasonable commercial efforts, being no less than prevailing industry standards in this regard, to ensure the ReachDeck Legacy Service is available to Customers 99.99% of the time in any calendar month.
If it is not, the licensee may be eligible to receive the Service Credits described below.</p>
<p>
</p>
<p>Definitions</p>
<ul>
<li>"Downtime" Means that the Services are not responding.</li>
<li>"Downtime Period" Means the amount of time the Services are not available and must be 10 consecutive minutes or more.</li>
</ul>
<ul>
<li>"Monthly Uptime Percentage" means the total number of minutes in the calendar month minus the number of minutes of Downtime suffered from all Downtime Periods in the calendar month, divided by the total number of minutes in the calendar month.</li>
<li>"Scheduled Downtime" means those times where Texthelp gives notification of periods of Downtime five (5) days prior to the commencement of such Downtime.
There will be no more than twelve (12) hours of Scheduled Downtime per calendar year.
Scheduled Downtime is not considered Downtime for purposes of this Uptime Agreement and will not be counted towards any Downtime Periods.</li>
<li>"Services" means the services provided to you by the ReachDeck Legacy Service including generation of speech and extranet access.</li>
<li>"Service Credit" may be provided according to the following schedule:</li>
</ul>
<ul>
<li>One day Credit: Includes One (1) days of Services added to the end of the ReachDeck Legacy service term, at no charge to the Customer, if the Monthly Uptime Percentage for any calendar month is between 99.9% and 97.0%;</li>
<li>One week Credit: Includes Seven (7) days of Services added to the end of the ReachDeck Legacy service term, at no charge to the Customer, if the Monthly Uptime Percentage for any calendar month is between 97.0% and 95.0%;</li>
<li>Two weeks Credit: Includes Fourteen (14) days of Services added to the end of the ReachDeck Legacy service term, at no charge to the Customer, if the Monthly Uptime Percentage for any calendar month is less than 95.0%.</li>
</ul>
<p> </p>
<p>Customer Must Request Service Credit</p>
<p>In order to receive any of the Service Credits described above, you must notify licensor by email or otherwise in writing within thirty (30) days from the time you become eligible to receive a Service Credit.</p>
<p> .
</p>
<p>
</p>
<p>
</p>
<p>Maximum Service Credit</p>
<p>The aggregate maximum number of Service Credits claimable for any and all Downtime Periods that occur in a single calendar month shall not exceed thirty days of Services added to the end of the ReachDeck Legacy service term.
Service Credits may not be exchanged for, or converted to, monetary compensation.</p>
<p> </p>
<p>Exclusions</p>
<p>This Uptime Agreement does not apply to any performance issues: (i) caused by factors outside of Texthelp's reasonable control.
(ii) that resulted from any actions or inactions of the licensee or any third parties.
or (iii) that resulted from licensee’s equipment and/or third party equipment (not within the primary control of licensor).
This Uptime Agreement states your sole and exclusive remedy for any failure by licensor to provide the services as a result of downtime, except as may be otherwise agreed.</p>
<p>
</p>Schedule 3<p>(CONTROLLER TO CONTROLLER)</p>
<p>SET II</p>
<p>Standard Contractual Clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)</p>
<p> </p>
<p>Data transfer agreement</p>
<p>between</p>
<p>The Licensee</p>
<p>hereinafter “data exporter”</p>
<p>and</p>
<p>The Licensor</p>
<p>hereinafter “data importer”</p>
<p>each a “party”.
together “the parties”.</p>
<p>Definitions</p>
<p>For the purposes of the clauses:</p>
<p>a) .
 .
 .
“personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established);</p>
<p>b) .
 .
 .
“the data exporter” shall mean the controller who transfers the personal data;</p>
<p>c) .
 .
 .
“the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;</p>
<p>d) .
 .
 .
“clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.</p>
<p>The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.</p>
<p>
</p>
<p>I. .
 .
 .
 .
 .
 .
Obligations of the data exporter</p>
<p>The data exporter warrants and undertakes that:</p>
<p>a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.</p>
<p>b) .
It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.</p>
<p>c) .
 .
It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.</p>
<p>d) .
It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond.
Responses will be made within a reasonable time.</p>
<p>e) .
It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information.
Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority.
However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed.
The data exporter shall also provide a copy of the clauses to the authority where required.</p>
<p>II. .
 .
 .
 .
 .
 .
Obligations of the data importer</p>
<p>The data importer warrants and undertakes that:</p>
<p>a) .
It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.</p>
<p>b) .
It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data.
Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer.
This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.</p>
<p>c) .
 .
It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.</p>
<p>d) .
It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.</p>
<p>e) .
It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time.
In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).</p>
<p>f) .
At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).</p>
<p>g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours.
The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.</p>
<p>h) .
 .
 .
It will process the personal data, at its option, in accordance with:</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
i. .
 .
 .
 .
 .
 .
the data protection laws of the country in which the data exporter is established, or</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
ii. .
 .
 .
 .
 .
 .
the relevant provisions[1] of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data[2], or</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
iii. .
 .
 .
 .
 .
 .
the data processing principles set forth in Annex A.</p>
<p>Data importer to indicate which option it selects: Option (i)</p>
<p>i) .
 .
It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
i. .
 .
 .
 .
 .
 .
the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
ii. .
 .
 .
 .
 .
 .
the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
iii. .
 .
 .
 .
 .
 .
data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
iv. .
 .
 .
 .
 .
 .
with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer</p>
<p>III. .
 .
 .
 .
 .
 .
Liability and third party rights</p>
<p>a) .
 .
 .
Each party shall be liable to the other parties for damages it causes by any breach of these clauses.
Liability as between the parties is limited to actual damage suffered.
Punitive damages (i.e.
damages intended to punish a party for its outrageous conduct) are specifically excluded.
Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses.
This does not affect the liability of the data exporter under its data protection law.</p>
<p>b) .
 .
 .
The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment.
In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer.
if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly.
A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).</p>
<p>IV. .
 .
 .
 .
 .
 .
Law applicable to the clauses</p>
<p>These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.</p>
<p>V. .
 .
 .
 .
 .
 .
Resolution of disputes with data subjects or the authority</p>
<p>a) .
 .
In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.</p>
<p>b) .
The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority.
If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means).
The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.</p>
<p>c) .
Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.</p>
<p>VI. .
 .
 .
 .
 .
 .
Termination</p>
<p>a) .
 .
 .
In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.</p>
<p>b) .
 .
 .
In the event that:</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
i. .
 .
 .
 .
 .
 .
the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
ii. .
 .
 .
 .
 .
 .
compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
iii. the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
iv. a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter.
or</p>
<p> .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
 .
v. .
 .
a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law.
a winding up order is made.
a receiver is appointed over any of its assets.
a trustee in bankruptcy is appointed, if the data importer is an individual.
a company voluntary arrangement is commenced by it.
or any equivalent event in any jurisdiction occurs</p>
<p>then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required.
In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.</p>
<p>c) .
Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.</p>
<p>d) .
The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.</p>
<p>VII. .
 .
 .
 .
 .
 .
Variation of these clauses</p>
<p>The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required.
This does not preclude the parties from adding additional commercial clauses where required.</p>
<p>ANNEX A</p>
<p>DATA PROCESSING PRINCIPLES</p>
<p>1. .
 .
 .
 .
 .
Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.</p>
<p>2. .
 .
 .
 .
 .
 .
 .
Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date.
The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.</p>
<p>3. .
 .
 .
Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.</p>
<p>4. .
 .
 .
 .
 .
Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing.
Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.</p>
<p>5. .
 .
 .
 .
 .
 .
 .
Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter.
Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject.
The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated.
Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles.
If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion.
Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort.
A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation.
The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.</p>
<p>6. .
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Sensitive data: The data importer shall take such additional measures (e.g.
relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.</p>
<p>7. .
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Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.</p>
<p>8. .
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Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc.
The data importer shall not make any automated decisions concerning data subjects, except when:</p>
<p>a)  .
 .
 .
 .
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i.
such decisions are made by the data importer in entering into or performing a contract with the data subject, and </p>
<p>ii.
the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.</p>
<p>or</p>
<p>b)  .
 .
where otherwise provided by the law of the data exporter.</p>
<p>
</p>
<p>ANNEX B</p>
<p>DESCRIPTION OF THE TRANSFER</p>
<p>(To be completed by the parties)</p>
<p>Data subjects</p>
<p>The personal data transferred concern the following categories of data subjects:</p>
<p>…………………………………………………………………………………………………………………………………………Customer Billing &.
Contact Data ……………………………………………………………………………………………………………………… …………………………………………………………………………………………………………………………………………..</p>
<p>Purposes of the transfer(s)</p>
<p>The transfer is made for the following purposes:</p>
<p>To enable access to the relevant software products</p>
<p>Categories of data</p>
<p>The personal data transferred concern the following categories of data:</p>
<p>Customers: Name, email address, job title (for Education/Corporate sales), physical address, phone number</p>
<p>End-Users: None</p>
<p>
</p>
<p>
</p>
<p>Recipients</p>
<p>The personal data transferred may be disclosed only to the following recipients or categories of recipients:</p>
<p>Texthelp Ltd</p>
<p>AmazonAWS</p>
<p>Sensitive data (if appropriate)</p>
<p>The personal data transferred concern the following categories of sensitive data:</p>
<p>None</p>
<p>Additional useful information (storage limits and other relevant information)</p>
<p>N/A</p>
<p>Contact points for data protection enquiries</p>
<p>Data importer  .
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</p>
<p>Data Protection Officer</p>
<p>dataprotection@texthelp.com  .
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</p>
<p>
</p>
<p>
</p>
<p>[1] “Relevant provisions” means those provisions of any authorisation or decision except for the enforcement provisions of any authorisation or decision (which shall be governed by these clauses).</p>
<p>[2] However, the provisions of Annex A.5 concerning rights of access, rectification, deletion and objection must be applied when this option is chosen and take precedence over any comparable provisions of the Commission Decision selected.</p>
<p>ReachDeck Legacy License Agreement : Version 1 Revision 2 : Public Information</p>
<p>
</p>