Data Processor’s Processing of Personal Data Sample Clauses

Data Processor’s Processing of Personal Data. Subject to the Agreement, Data Processor shall Process Personal Data in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and this DPA and to provide the Services; (ii) Processing for Customer to be able to use the Services; (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement; (iv) Processing as required by Union or Member State law to which Data Processor is subject; in such a case, Data Processor shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest. To the extent that Data Processor cannot comply with a request from Customer and/or its authorized users (including, without limitation, any instruction, direction, code of conduct, certification, or change of any kind), Data Processor (i) shall inform Customer, providing relevant details of the problem, (ii) Data Processor may, without any kind of liability towards Customer, temporarily cease all Processing of the affected Personal Data (other than securely storing those data), and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof, each Party may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Processing, and Customer shall pay to Data Processor all the amounts owed to Data Processor or due before the date of termination. Customer will have no further claims against Data Processor (including, without limitation, requesting refunds for Services) due to the termination of the Agreement and/or the DPA in the situation described in this paragraph (excluding the obligations relating to the termination of this DPA set forth below). IRONSCALES will not be liable in the event of any claim brought by a third party, including, without limitation, a Data Subject, arising from any act or omission of IRONSCALES, to the extent that such is a result of Customer’s instructions.
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Data Processor’s Processing of Personal Data. Subject to the Agreement with Customer, Data Processor shall Process Personal Data in accordance with Customer’s documented instructions regarding the manner in which the Data Processor will process the Personal Data, for the following purposes: (i) Processing in accordance with the Agreement and this DPA; (ii) Processing for Customer to be able to use the Services; (iii) Processing to comply with other Personal Data related requests provided
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Data Processor’s Processing of Personal Data. Data Processor will only Process Personal Data on behalf of and in accordance with Data Controller’s instructions and in relation to the Agreement and its purpose (the “Purpose”), and will treat Personal Data as Confidential Information. By entering into this DPA, Data Controller instructs Data Processor to Process Personal Data in accordance with the Purpose. Data Controller may issue additional instructions to Data Processor, and Data Processor shall promptly comply with all such additional instructions, as long as such instructions (i) comply with applicable Data Protection Laws and Regulations, (ii) are issued by Data Controller to Data Processor in writing and with sufficient advance notice for Data Processor to review, consider and act on such instructions, do not provide Data Processor with additional sensitive or special Personal Data that imposes additional data security or data protection obligations on Data Processor beyond those which are already contemplated in the Agreement (iii) and (iv) Data Processor has the means and authority to so act. To the extent that Data Processor expects to incur additional charges or fees not contemplated or covered by the Agreement and with respect to any additional instructions, the Parties shall, without prejudice, negotiate in good faith as to which Party or Parties bear the cost of the additional instructions.
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Data Processor’s Processing of Personal Data. Subject to the Agreement, Data Processor shall Process Personal Data in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and this DPA and to provide the Services; (ii) Processing for Customer to be able to use the Services; (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement; (iv) Processing as required by Union or Member State law to which Data Processor is subject; in such a case, Data Processor shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
Sample 1
Data Processor’s Processing of Personal Data. 2.3.1 Subject to the Agreement, Data Processor shall Process Personal Data only in accordance with Customer’s documented instructions as necessary for the following purposes: (i) Processing in accordance with the Agreement and this DPA and to provide the Services; (ii) Processing for Customer to be able to use the Services; (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement; (iv) Processing as required by Union or Member State law or any other applicable law to which Data Processor is subject; in such a case, Data Processor shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest. The duration of the Processing, the nature and purposes of the Processing, as well as the types of Personal Data Processed and categories of Data Subjects under this DPA are further specified in Schedule 1 (Details of the Processing) to this DPA. 2.3.2 To the extent that Data Processor cannot comply with a request (including, without limitation, any instruction, direction, code of conduct, certification, or change of any kind) from Customer and/or its authorized users relating to Processing of Personal Data or where Totango considers such a request to be unlawful, Totango (i) shall inform Customer, providing relevant details of the problem,
Sample 1

Related to Data Processor’s Processing of Personal Data

  • Processing of Personal Data 1.1. With regard to the Processing of Personal Data, You are the controller and determine the purposes and means of Processing of Personal Data You provide to Us (“Controller”) and You appoint Us as a processor (“Processor”) to process such Personal Data (hereinafter, “Data”) on Your behalf (hereinafter, “Processing”). 1.2. The details of the type and purpose of Processing are defined in the Exhibits attached hereto. Except where the DPA stipulates obligations beyond the Term of the Agreement, the duration of this DPA shall be the same as the Agreement Term. 1.3. You shall be solely responsible for compliance with Your obligations under the applicable Data Protection Laws, including, but not limited to, the lawful disclosure and transfer of Personal Data to Us by upload of source data into the Cloud Service or otherwise. 1.4. Processing shall include all activities detailed in this Agreement and the instructions issued by You. You may, in writing, modify, amend, or replace such instructions by issuing such further instructions to the point of contact designated by Us. Instructions not foreseen in or covered by the Agreement shall be treated as requests for changes. You shall, without undue delay, confirm in writing any instruction issued orally. Where We believe that an instruction would be in breach of applicable law, We shall notify You of such belief without undue delay. We shall be entitled to suspend performance on such instruction until You confirm or modify such instruction. 1.5. We shall ensure that all personnel involved in Processing of Customer Data and other such persons as may be involved in Processing shall only do so within the scope of the instructions. We shall ensure that any person Processing Customer Data is subject to confidentiality obligations similar to the confidentiality terms of the Agreement. All such confidentiality obligations shall survive the termination or expiration of such Processing.

  • Data Processing Agreement The Data Processing Agreement, including the Approved Data Transfer Mechanisms (as defined in the Data Processing Agreement) that apply to your use of the Services and transfer of Personal Data, is incorporated into this Agreement by this reference. Each party will comply with the terms of the Data Processing Agreement and will train its employees on DP Law.

  • Protection of Personal Data 25.1 The Parties agree that they may obtain and have access to personal data for the duration of the Agreement for the fulfilment of the rights and obligations contained herein. In performing the obligations as set out in this Agreement, the Parties shall at all times ensure that: a) they process data only for the express purpose for which it was obtained; b) once processed for the purposes for which it was obtained, all data will be destroyed to an extent that it cannot be reconstructed to its original form; c) data is provided only to authorised personnel who strictly require the personal data to carry out the Parties’ respective obligations under this Agreement; d) they do not disclose personal data of the other Party, other than in terms of this Agreement; e) they have all reasonable technical and organisational measures in place to protect all personal data from unauthorised access and/or use; f) they have appropriate technical and organisational measures in place to safeguard the security, integrity and authenticity of all data in its possession or under its control in terms of this Agreement; g) such personal data is protected against unauthorised or unlawful processing, accidental loss, destruction or damage, alteration, disclosure or access. 25.2 The Parties agree that if personal data will be processed for additional purposes beyond the original purpose for which it was obtained, explicit consent must be obtained beforehand from those persons whose information will be subject to further processing. 25.3 Should it be necessary for either Party to disclose or otherwise make available the personal data to any third party (including sub-contractors and employees), it may do so only with the prior written permission of the other Party. The Party requiring such permission shall require of all such third parties, appropriate written undertakings to be provided, containing similar terms to that set forth in this clause 25, and dealing with that third party's obligations in respect of its processing of the personal data. Following approval by the other Party, the Party requiring permission agrees that the provisions of this clause 25 shall mutatis mutandis apply to all authorised third parties who process personal data. 25.4 The Parties shall ensure that any persons authorized to process data on their behalf (including employees and third parties) will safeguard the security, integrity and authenticity of all data. Where necessary to meet this requirement, the Parties shall keep all personal data and any analyses, profiles, or documents derived therefrom logically separated from all other data and documentation held by it. 25.5 The Parties shall carry out regular assessments to identify all reasonably foreseeable internal and external risks to the personal data in its possession or under its control. The Parties shall implement and maintain appropriate safeguards against the risks which it identifies and shall also regularly verify that the safeguards which it has in place has been effectively implemented. 25.6 The Parties agree that they will promptly return or destroy any personal data in their possession or control which belongs to the other Party once it no longer serves the purpose for which it was collected in relation to this Agreement, subject to any legal retention requirements. This may be at the request of the other Party and includes circumstances where a person has requested the Parties to delete all instances of their personal data. The information will be destroyed in such a manner that it cannot be reconstructed to its original form, linking it to any particular individual or organisation.

  • Types of Personal Data Contact Information, the extent of which is determined and controlled by the Customer in its sole discretion, and other Personal Data such as navigational data (including website usage information), email data, system usage data, application integration data, and other electronic data submitted, stored, sent, or received by end users via the Subscription Service.

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