Information Technology; Security and Privacy. (a) All information technology and computer systems relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information whether or not in electronic format, necessary to the conduct of the business of the Company and its Subsidiaries (collectively, “Company IT Systems”) have been maintained, in all material respects, in accordance with reasonable and commercial standards suggested by the manufacturer of third-party-owned systems or in accordance with standards reasonably prudent in the entertainment industry and the electronic commerce industry, that are designed to encourage proper operation, monitoring and use. The Company IT Systems are currently in good working condition with respect to the performance of information technology operations necessary to conduct the business of the Company and its Subsidiaries in all material respects. The Company and its Subsidiaries have in place a commercially reasonable disaster recovery program that provides for the regular back-up of, and addresses recovery of, the data and information necessary to the conduct of the business of the Company and its Subsidiaries (including such data and information that is stored on magnetic or optical media in the ordinary course), and as of the date hereof, such disaster recovery program operates under normal circumstances without material disruption to, or material interruption in, the conduct of the business of the Company and its Subsidiaries. (b) All right, title and interest in and to the confidential and proprietary data included in the Owned Intellectual Property Rights that is material to the business of the Company and its Subsidiaries and contained in any database used or maintained by the Company or its Subsidiaries (collectively, the “Company Data”) is owned by the Company or a Subsidiary, free and clear of all Encumbrances except Permitted Encumbrances. All computer programs included within the Owned Intellectual Property Rights are not licensed pursuant to a so-called “open source” license and do not incorporate and are not based on any computer programs that are licensed pursuant to a so-called “open source” license. (c) The Company and its Subsidiaries have established and are in material compliance with written information security procedures covering the Company and its Subsidiaries that are in accordance with current standards reasonable in the entertainment industry and the electronic commerce industry, and that the Company believes in good faith are reasonable and sufficient to protect Company Data and provide reasonable assurance that adequate internal controls can be maintained over Company IT Systems, and (i) includes reasonable safeguards for the security, confidentiality, and integrity of transactions and confidential or proprietary Company Data and (ii) is designed to protect against unauthorized access to the Company IT Systems, Company Data and the systems of any third party service providers that have access to (A) Company Data or (B) Company IT Systems. (d) The Company and its Subsidiaries have operated their businesses in compliance, in all material respects, with all applicable Laws relating to wagering transactions, horseracing, data collection, privacy, marketing and all contractual requirements that regulate or limit the maintenance, use or transmission of customer information made available to or collected by the Company in connection with the operation of the business of the Company and its Subsidiaries and has implemented in all material respects all confidentiality, security, protective and other measures required by those applicable Laws and contractual requirements. With respect to applicable Laws related to privacy and security and all privacy and security commitments undertaken by the Company in any policy, contract or promise regarding protections for, or restrictions on the use, storage, transfer, disposal or other processing of, personally identifiable information (“Personal Data”) collected, maintained, disposed of or otherwise processed by or on behalf of the Company (the “Privacy Commitments”), (i) the Company is in compliance, in all material respects, with the Privacy Commitments; (ii) the transactions contemplated by this Agreement will not violate any of the Privacy Commitments; (iii) the Company has not received written (or, to the Knowledge of the Company, oral) inquiries from any Governmental Entity regarding the Privacy Commitments; (iv) the Privacy Commitments have not been rejected in any material respect by any applicable certification organization that has reviewed such Privacy Commitments or to which any such Privacy Commitment has been submitted; (v) the Company has confidentiality and data security agreements in place with all affiliates, vendors or other persons whose relationship with the Company involves the collection, use, disclosure, storage, disposal or processing of Personal Data on behalf of the Company, and such agreements require confidentiality and data security obligations consistent with current standards reasonable in the entertainment industry and the electronic commerce industry; and (vi) the Company has adopted and implements, in all material respects, and has designated an appropriately senior Company employee to be responsible for, a comprehensive written information security plan (“Information Security Plan”) designed to protect the security, integrity and confidentiality of Personal Data, and to protect Personal Data in the Company’s possession or control, or in the possession or control of the Company’s agents, vendors or service providers, from unauthorized access by third Persons, including the Company’s employees and contractors, and which Information Security Plan complies with all applicable Laws, Privacy Commitments and standards prudent in the entertainment industry and the electronic commerce industry, including appropriate administrative, physical and technical safeguards, including encryption. To the Knowledge of the Company, there has been no unauthorized or illegal collection, disclosure, transfer, use of, processing, disposal or access to any Personal Data in the possession or control of the Company, or on behalf of the Company, in any material respect.
Appears in 2 contracts
Samples: Merger Agreement (Youbet Com Inc), Merger Agreement (Churchill Downs Inc)
Information Technology; Security and Privacy. (a) All The Company and the Company Subsidiaries own, lease or license all Technology, including all information technology and computer systems relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information whether or not in electronic format, used in or necessary to for the conduct of the business of the Company and its the Company Subsidiaries (collectively, “Company IT Systems”) ). To the Knowledge of the Company, all material Company IT Systems have been maintained, in all material respects, in accordance with reasonable and commercial standards suggested by technically competent personnel. To the manufacturer Knowledge of third-party-owned systems or in accordance with standards reasonably prudent in the entertainment industry and Company, the electronic commerce industry, that are designed to encourage proper operation, monitoring and use. The Company IT Systems are currently in good working condition with respect to the performance of effectively perform all information technology operations necessary to conduct the business of the Company and its the Company Subsidiaries in all material respects. The Company and its the Company Subsidiaries have in place a commercially reasonable disaster recovery program that provides program, including providing for the regular back-up of, and addresses prompt recovery of, of the data and information necessary to for the conduct of the business of the Company and its the Company Subsidiaries (including such data and information that is stored on magnetic or optical media in the ordinary course), and as of the date hereof, such disaster recovery program operates under normal circumstances ) without material disruption to, or material interruption in, the conduct of the business of the Company and its the Company Subsidiaries.
(b) All To the Knowledge of the Company, all right, title and interest in and to the confidential and proprietary data included in the Owned Company Intellectual Property Rights that is material to the business of the Company and its the Company Subsidiaries taken as a whole and contained in any database used or maintained by the Company or its the Company Subsidiaries (collectively, the “Company Data”) is owned or licensed by the Company or a Company Subsidiary, free and clear of all Encumbrances except Liens (other than Permitted Encumbrances. All computer programs included within the Owned Intellectual Property Rights are not licensed pursuant to a so-called “open source” license and do not incorporate and are not based on any computer programs that are licensed pursuant to a so-called “open source” licenseLiens).
(c) The Company and its Subsidiaries have has established and are to the Knowledge of the Company is in material compliance with a written information security procedures program or programs covering the Company and its Subsidiaries that are in accordance with current standards reasonable in the entertainment industry and the electronic commerce industry, and that the Company believes in good faith are reasonable and sufficient to protect Company Data and provide reasonable assurance that adequate internal controls can be maintained over Company IT Systems, and (i) includes reasonable safeguards for the security, confidentiality, confidentiality and integrity of transactions and confidential or proprietary Company Data and (ii) is designed to provide for commercially reasonable steps to protect against unauthorized access to the Company IT Systems, Systems and Company Data and the systems of any third party service providers that have access to (A) Company Data or (B) Company IT SystemsData.
(d) The Company and its Subsidiaries have operated their businesses in compliance, in all material respects, with all applicable Laws relating to wagering transactions, horseracing, data collection, privacy, marketing and all contractual requirements that regulate or limit the maintenance, use or transmission of customer information made available to or collected by the Company in connection with the operation of the business of the Company and its Subsidiaries and has implemented in all material respects all confidentiality, security, protective and other measures required by those applicable Laws and contractual requirements. With respect to applicable Laws related to privacy and security and all privacy and security commitments undertaken by the Company in any policy, contract or promise regarding protections for, or restrictions on the use, storage, transfer, disposal or other processing of, personally identifiable information (“Personal Data”) collected, maintained, disposed of or otherwise processed by or on behalf of the Company (the “Privacy Commitments”), (i) the Company is in compliance, in all material respects, with the Privacy Commitments; (ii) the transactions contemplated by this Agreement will not violate any of the Privacy Commitments; (iii) the Company has not received written (or, to the Knowledge of the Company, oral) inquiries from any Governmental Entity regarding the Privacy Commitments; (iv) the Privacy Commitments have not been rejected in any material respect by any applicable certification organization that has reviewed such Privacy Commitments or to which any such Privacy Commitment has been submitted; (v) the Company has confidentiality and data security agreements in place with all affiliates, vendors or other persons whose relationship with the Company involves the collection, use, disclosure, storage, disposal or processing of Personal Data on behalf of the Company, and such agreements require confidentiality and data security obligations consistent with current standards reasonable in the entertainment industry and the electronic commerce industry; and (vi) the Company has adopted and implements, in all material respects, and has designated an appropriately senior Company employee to be responsible for, a comprehensive written information security plan (“Information Security Plan”) designed to protect the security, integrity and confidentiality of Personal Data, and to protect Personal Data in the Company’s possession or control, or in the possession or control of the Company’s agents, vendors or service providers, from unauthorized access by third Persons, including the Company’s employees and contractors, and which Information Security Plan complies with all applicable Laws, Privacy Commitments and standards prudent in the entertainment industry and the electronic commerce industry, including appropriate administrative, physical and technical safeguards, including encryption. To the Knowledge of the Company, there has been no unauthorized or illegal collection, disclosure, transfer, use of, processing, disposal or access to any Personal Data in the possession or control of the Company, or on behalf of the Company, in any material respect.
Appears in 2 contracts
Samples: Merger Agreement (Avaya Inc), Merger Agreement (Radvision LTD)
Information Technology; Security and Privacy. (a) All information technology 1.10.1 The Company and computer systems relating to the transmissionCompany Subsidiaries own, storage, maintenance, organization, presentation, generation, processing lease or analysis of data and information whether license-in all Company IT Systems used in or not in electronic format, necessary to for the conduct of the business of the Company and its the Company Subsidiaries (collectively, “as currently conducted. All Company IT Systems”) Systems have been properly maintained, in all material respects, in accordance with reasonable and commercial standards suggested by the manufacturer of third-party-owned systems or technically competent personnel, in accordance with standards reasonably prudent in set by the entertainment industry and the electronic commerce industrymanufacturers, that are designed to encourage ensure proper operation, monitoring and use. The Company IT Systems are currently in good working condition with respect to the performance of effectively perform all information technology operations necessary to conduct the business of the Company and its the Company Subsidiaries in all material respects. The Company and its the Company Subsidiaries have in place a commercially reasonable disaster recovery program that provides program, including providing for the regular back-up of, and addresses prompt recovery of, of the 60 data and information necessary to for the conduct of the business of the Company and its the Company Subsidiaries as currently conducted (including such data and information that is stored on magnetic or optical media in the ordinary course), and as of the date hereof, such disaster recovery program operates under normal circumstances ) without material disruption to, or material interruption in, the conduct of the business of the Company and its the Company Subsidiaries.
(b) 1.10.2 All right, title and interest in and to the confidential and proprietary data included in the Owned Company Intellectual Property Rights that is material to the business of the Company and its the Company Subsidiaries and contained in any database used or maintained by the Company or its the Company Subsidiaries (collectively, the “Company Data”) is owned or under a right to use by the Company or a Company Subsidiary, free and clear of all Encumbrances except Permitted Encumbrancesliens. All computer programs included within Except as set forth in Schedule 1.10.2, the Owned Intellectual Property Rights Company IT Systems have not failed in the three (3) years preceding the Effective Date in any manner or been compromised to any extent other than such failures or compromises that, individually or in the aggregate, are immaterial, and the Company Data has not licensed pursuant been corrupted or, to a so-called “open source” license and do not incorporate and are not based on the Company’s Knowledge, accessed by any computer programs that are licensed pursuant to a so-called “open source” licenseunauthorized Person.
(c) 1.10.3 The Company and its Subsidiaries have has established and are is in compliance in all material compliance respects with a written information security procedures program or programs covering the Company and its the Company Subsidiaries that are in accordance with current standards reasonable in the entertainment industry and the electronic commerce industry, and that the Company believes in good faith are reasonable and sufficient to protect Company Data and provide reasonable assurance that adequate internal controls can be maintained over Company IT Systems, and (i) includes reasonable safeguards for the security, confidentiality, confidentiality and integrity of transactions and confidential or proprietary Company Data and (ii) is designed to protect against unauthorized access to the Company IT Systems, Company Data and the systems of any third party service providers that have access to (A) Company Data or (B) Company IT Systems.
(d) 1.10.4 The Company and its Subsidiaries have operated their businesses in compliance, in at all material respects, with all applicable Laws relating to wagering transactions, horseracing, data collection, privacy, marketing and all contractual requirements that regulate or limit the maintenance, use or transmission of customer information made available to or collected by the Company in connection with the operation of the business of the Company and its Subsidiaries and has implemented times complied in all material respects all confidentiality, security, protective and other measures required by those applicable with Privacy Laws and contractual requirements. With respect to applicable Laws related to privacy and security and all privacy and security commitments undertaken by the Company in any policy, contract or promise regarding protections for, or restrictions on the use, storage, transfer, disposal or other processing of, personally identifiable information (“Personal Data”) collected, maintained, disposed of or otherwise processed by or on behalf of the Company (the “Privacy Commitments”), (i) the Company is in compliance, in all material respects, with the Privacy Commitments; (ii) the transactions contemplated by this Agreement will not violate any of the Privacy Commitments; (iii) the Company has not received written (or, Requirements relating to the Knowledge privacy of the Company, oral) inquiries from any Governmental Entity regarding the Privacy Commitments; (iv) the Privacy Commitments have not been rejected in any material respect by any applicable certification organization that has reviewed such Privacy Commitments its or to which any such Privacy Commitment has been submitted; (v) the Company has confidentiality their employees and data security agreements in place with all affiliates, vendors or other persons whose relationship with the Company involves users of Products the collection, use, disclosure, storage, disposal or processing of Personal Data on behalf of the Company, and such agreements require confidentiality and data security obligations consistent with current standards reasonable in the entertainment industry and the electronic commerce industry; and (vi) the Company has adopted and implements, in all material respects, and has designated an appropriately senior Company employee to be responsible for, a comprehensive written information security plan (“Information Security Plan”) designed to protect the security, integrity and confidentiality of Personal Data, and to protect Personal Data in the Company’s possession or control, or in the possession or control of the Company’s agents, vendors or service providers, from unauthorized access by third Persons, including the Company’s employees and contractors, and which Information Security Plan complies with all applicable Laws, Privacy Commitments and standards prudent in the entertainment industry and the electronic commerce industry, including appropriate administrative, physical and technical safeguards, including encryption. To the Knowledge of the Company, there has been no unauthorized or illegal collectionretention, disclosure, transfer, use of, processing, disposal or access to other processing of any Personal Data in the possession Information of any such employees or control of the Company, users collected or used by or on behalf of the Company, its Subsidiaries, or third parties having access to such Personal Information. There is no written complaint to, or any audit, proceeding investigation (formal or, to the Company's Knowledge, informal) or claim currently pending against, the Company or its Subsidiaries by any private party or any Governmental Entity with respect to Personal Information. With respect to all Personal Information collected, stored, used, or maintained by or for the Company or its Subsidiaries, the Company and its Subsidiaries have at all times implemented commercially reasonable security measures to ensure that such Personal Information is protected against loss and against unauthorized access, use, modification, and disclosure. To the Company’s Knowledge, there has been no loss, unauthorized access to or other misuse of such Personal Information. All material databases owned, controlled or held by the Company or any of its Subsidiaries and required to be registered have been registered, and the data therein has been used by the Company in any all material respect.respects as permitted pursuant to such registrations. 1.11
Appears in 1 contract
Information Technology; Security and Privacy. (a) All To the Knowledge of the Company, all information technology and computer systems relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information information, whether or not in electronic format, necessary used in or material to the conduct of the business of the Company and its Subsidiaries Subsidiaries, as currently conducted (collectively, “Company IT Systems”) have been maintained), is owned by, or is licensed to (with sufficient rights to use such Company IT Systems as currently used, by the Company or any of its Subsidiaries), free and clear of all Encumbrances (except for Permitted Encumbrances). The Company IT Systems are in good working condition, in all material respects, in accordance with reasonable and commercial standards suggested by the manufacturer of third-party-owned systems or in accordance with standards reasonably prudent in the entertainment industry and the electronic commerce industry, that are designed to encourage proper operation, monitoring and use. The Company IT Systems are currently in good working condition with respect to the performance of effectively perform all information technology operations necessary to conduct the business of the Company and its Subsidiaries in all material respectsfor which they are currently used. The Company and its Subsidiaries have in place a commercially reasonable disaster recovery program that provides program, including providing for the regular back-up of, and addresses commercially reasonable prompt recovery of, of the data and information necessary material to the conduct of the business of the Company and its Subsidiaries (including such data and information that is stored on magnetic or optical media in the ordinary course), and as of the date hereof, such disaster recovery program operates under normal circumstances without material disruption to, or material interruption in, the conduct of the business of the Company and its Subsidiaries. The Company and its Subsidiaries have in place commercially reasonable maintenance and support agreements for all Company IT Systems.
(b) All right, title and interest in and to the confidential and proprietary The data included in the Owned Intellectual Property Rights that is material to the business of the Company and its Subsidiaries and contained in any database used or maintained by the Company or its Subsidiaries (collectively, the “Company Data”) is owned by or licensed to (with sufficient rights to use such Company Data as currently used) the Company or a Subsidiary, free and clear of all Encumbrances (except for Permitted Encumbrances. All computer programs included within the Owned Intellectual Property Rights are not licensed pursuant to a so-called “open source” license and do not incorporate and are not based on any computer programs that are licensed pursuant to a so-called “open source” license).
(c) The Company and its Subsidiaries have has established and are is in material compliance with a written information security procedures program or programs covering the Company and its Subsidiaries in all territories in which it operates that are in accordance with current standards reasonable in the entertainment industry and the electronic commerce industry, and that the Company believes in good faith are reasonable and sufficient to protect Company Data and provide reasonable assurance that adequate internal controls can be maintained over Company IT Systems, and (i) includes reasonable safeguards for the security, confidentiality, confidentiality and integrity of transactions and confidential or proprietary Company Data and (ii) is designed to protect against unauthorized access to the Company IT Systems, Company Data and Data, and, except as set forth in Section 3.14(c) of the Company Disclosure Letter, the systems of any third party service providers that have access to (A) Company Data or (B) Company IT Systems.
(d) The To the extent the Company and or any of its Subsidiaries have operated their businesses in compliancereceives, in all material respectsprocesses, with all applicable Laws relating to wagering transactions, horseracing, data collection, privacy, marketing and all contractual requirements that regulate or limit the maintenance, use or transmission of customer information made available to or collected by the Company in connection with the operation of the business of the Company and its Subsidiaries and has implemented in all material respects all confidentiality, security, protective and other measures required by those applicable Laws and contractual requirements. With respect to applicable Laws related to privacy and security and all privacy and security commitments undertaken by the Company in any policy, contract or promise regarding protections forstores, or restrictions on transmits “cardholder data” (as such term is defined in the use, storage, transfer, disposal or other processing of, personally identifiable information Payment Card Industry Data Security Standards (“Personal Data”) collected, maintained, disposed of or otherwise processed by or on behalf of the Company (the “Privacy CommitmentsPCI DSS”), (i) as amended from time to time), the Company is or its Subsidiaries that engage in compliancesuch activities are in compliance with, in and have at all times complied with, all material respects, with requirements contained in the Privacy Commitments; (ii) the transactions contemplated by this Agreement will not violate any of the Privacy Commitments; (iii) the Company has not received written (or, PCI DSS applicable to the Knowledge of the Company, oral) inquiries from any Governmental Entity regarding the Privacy Commitments; (iv) the Privacy Commitments have not been rejected in any material respect by any applicable certification organization such cardholder data that has reviewed such Privacy Commitments or to which any such Privacy Commitment has been submitted; (v) the Company has confidentiality and data security agreements in place with all affiliates, vendors or other persons whose relationship with the Company involves the collection, use, disclosure, storage, disposal or processing of Personal Data on behalf of the Company, and such agreements require confidentiality and data security obligations consistent with current standards reasonable in the entertainment industry and the electronic commerce industry; and (vi) the Company has adopted and implements, in all material respects, and has designated an appropriately senior Company employee to be responsible for, a comprehensive written information security plan (“Information Security Plan”) designed to protect the security, integrity and confidentiality of Personal Data, and to protect Personal Data in the Company’s possession or control, or in the possession or control of the Company’s agents, vendors or service providers, from unauthorized access by third Persons, including the Company’s employees and contractors, and which Information Security Plan complies with all applicable Laws, Privacy Commitments and standards prudent in the entertainment industry and the electronic commerce industry, including appropriate administrative, physical and technical safeguards, including encryptioncome into its possession. To the Knowledge of the Company, there has been no unauthorized the Company and its Subsidiaries have never had a material security breach involving any such cardholder data. No material breach, deficiency or illegal collection, disclosure, transfer, use of, processing, disposal or access to any Personal Data non-compliance was identified in the possession or control most recent audit (if any) of the Company, or on behalf of the Company, in any material respectCompany and its Subsidiaries relating to compliance with PCI DSS.
Appears in 1 contract
Samples: Merger Agreement (Lions Gate Entertainment Corp /Cn/)
Information Technology; Security and Privacy. (a) All information technology and computer systems systems, including Software, hardware, networks, interfaces, and related systems, relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information information, whether or not in electronic format, in each foregoing case, used in or owned by the Company and Company Subsidiaries and necessary to the conduct of the business of the Companies and the Company and its Subsidiaries (collectively, “Company IT Systems”) have been maintained, in all material respects, in accordance with reasonable and commercial written standards suggested set by the manufacturer of third-party-owned systems respective manufacturers, or where there are no such written standards, in accordance with standards reasonably prudent in the entertainment commercially reasonable industry and the electronic commerce industrystandards, that are designed to encourage ensure proper operation, monitoring and use. The Company IT Systems are currently in good working condition with respect to the performance of effectively perform all information technology operations necessary to conduct the business of the Companies and the Company and its Subsidiaries in all material respectsrespects as presently conducted and as conducted since January 1, 2015. The Companies and the Company and its Subsidiaries have in place a commercially reasonable disaster recovery program that provides program, including measures designed to provide for the regular back-up of, and addresses prompt recovery of, of the data and information necessary to the conduct of the business of the Companies and the Company and its Subsidiaries (including such data and information that is stored on magnetic or optical media in the ordinary course), and as of the date hereof, such disaster recovery program operates under normal circumstances media) without material disruption to, or material interruption in, the conduct of the business of the Companies and the Company and its Subsidiaries.
(b) All right, title and interest in and to the confidential and proprietary material data included in the Owned Intellectual Property Rights and other information (including Personal Information regarding any Person) that is material to the business of the Companies and the Company and its Subsidiaries and contained in any database used or maintained by the Companies or the Company or its Subsidiaries (collectively, the “Company Data”) is owned by the Company Companies or a Company Subsidiary, free and clear of all Encumbrances except Liens other than Permitted EncumbrancesLiens. All computer programs included within the Owned The foregoing sentence is not a non-infringement representation, which is addressed by Section 3.09(b) (Intellectual Property Rights are not licensed pursuant to a so-called “open source” license and do not incorporate and are not based on any computer programs that are licensed pursuant to a so-called “open source” licenseProperty).
(c) The Companies and the Company and its Subsidiaries have established and are in material compliance with a written information security procedures program covering the Companies and the Company and its Subsidiaries that are in accordance with current standards reasonable in the entertainment industry and the electronic commerce industry, and that the Company believes in good faith are reasonable and sufficient to protect Company Data and provide reasonable assurance that adequate internal controls can be maintained over Company IT Systems, and (i) includes reasonable safeguards for the security, confidentiality, and integrity of transactions and confidential or proprietary Company Data and (ii) is designed to protect against unauthorized access to use, access, interruption, modification or corruption of the Company IT Systems, Company Data Data, and the systems of any third party service providers that have access to (A) Company Data or (B) Company IT Systems. The Companies test such information security program on a periodic basis, and such program has proven effective upon testing in all material respects.
(d) The Company and its Subsidiaries have operated their businesses in compliance, in all material respects, with all applicable Laws relating to wagering transactions, horseracing, data collection, privacy, marketing and all contractual requirements that regulate or limit IT Systems are sufficient for the maintenance, use or transmission of customer information made available to or collected by the Company in connection with the operation immediate needs of the business of the Company Companies and its Subsidiaries and has implemented in all material respects all confidentiality, security, protective and other measures required by those applicable Laws and contractual requirements. With respect to applicable Laws related to privacy and security and all privacy and security commitments undertaken by the Company Subsidiaries as presently conducted, including as to capacity and ability to process current peak volumes in a timely manner. Since January 1, 2015, there has not been any policy, contract or promise regarding protections for, or restrictions on the use, storage, transfer, disposal or other processing of, personally identifiable information (“Personal Data”) collected, maintained, disposed of or otherwise processed by or on behalf of the Company (the “Privacy Commitments”), (i) the material disruption, interruption, outage or continued substandard performance affecting any Company is in compliance, in all material respects, with the Privacy Commitments; IT System that have not been remedied or (ii) any incidents of data security breaches involving the transactions contemplated by this Agreement will not violate unauthorized use, access, interruption, modification or corruption of any of the Privacy Commitments; (iii) the Company has not received written (Data or, to the Knowledge of the CompanyCompanies, oralCompany IT Systems, or written complaints, notices to, proceedings or investigations conducted by a Governmental Entity or claims filed with a Governmental Entity by any Person against the Companies or any Company Subsidiary regarding (x) any actual or alleged security breach that involves the unauthorized use, access, interruption, modification or corruption of any Company IT System or (y) the collection or use of Company Data.
(e) Each of the Companies and the Company Subsidiaries and suppliers, vendors or licensors Processing Personal Information on behalf of All Risks and the Company Subsidiaries: (i)complies and, since January 1, 2015, has complied with Company Privacy Policies and Privacy Requirements; (ii) since January 1, 2015, has not received a written notice (including any enforcement notice), letter, or complaint from a Governmental Entity, self-regulatory organization or any Person alleging noncompliance with any Privacy Requirements or Company Privacy Policies nor, since January 1, 2015, has it been subject to litigation relating to compliance with Privacy Requirements or its Processing of Personal Information; and (iii) since January 1, 2015, has not been subject to any regulatory inquiries from any Governmental Entity regarding noncompliance with Privacy Requirements.
(f) Except as set forth on Schedule 3,10(f), the Privacy Commitments; (iv) the Privacy Commitments have not been rejected in any material respect by any applicable certification organization that has reviewed such Privacy Commitments or to which any such Privacy Commitment has been submitted; (v) the Company has confidentiality and data security agreements in place with all affiliates, vendors or other persons whose relationship with the Company involves the collection, use, disclosure, storage, disposal or processing Processing of Personal Data on behalf Information by the Companies and Company Subsidiaries occurs in material compliance with applicable Privacy Requirements.
(g) The consummation of this Agreement will not violate Privacy Requirements applicable to the Companies or Company Privacy Policies. All data of the CompanyCompanies and Company Subsidiaries, including Personal Information and such agreements require confidentiality and data security obligations consistent with current standards reasonable in the entertainment industry and the electronic commerce industry; and (vi) the Company has adopted and implementsData, in all material respects, and has designated an appropriately senior Company employee will continue to be responsible for, a comprehensive written information security plan (“Information Security Plan”) designed to protect available for Processing by the security, integrity Companies and confidentiality of Personal Data, Company Subsidiaries immediately following the Closing on substantially the same terms and to protect Personal Data in conditions as existed immediately before the Company’s possession or control, or in the possession or control of the Company’s agents, vendors or service providers, from unauthorized access by third Persons, including the Company’s employees and contractors, and which Information Security Plan complies with all applicable Laws, Privacy Commitments and standards prudent in the entertainment industry and the electronic commerce industry, including appropriate administrative, physical and technical safeguards, including encryption. To the Knowledge of the Company, there has been no unauthorized or illegal collection, disclosure, transfer, use of, processing, disposal or access to any Personal Data in the possession or control of the Company, or on behalf of the Company, in any material respectClosing.
Appears in 1 contract
Samples: Equity Purchase Agreement (Ryan Specialty Group Holdings, Inc.)
Information Technology; Security and Privacy. (a) All information technology 1.10.1 The Company and computer systems relating to the transmissionCompany Subsidiaries own, storage, maintenance, organization, presentation, generation, processing lease or analysis of data and information whether license-in all Company IT Systems used in or not in electronic format, necessary to for the conduct of the business of the Company and its the Company Subsidiaries (collectively, “as currently conducted. All Company IT Systems”) Systems have been properly maintained, in all material respects, in accordance with reasonable and commercial standards suggested by the manufacturer of third-party-owned systems or technically competent personnel, in accordance with standards reasonably prudent in set by the entertainment industry and the electronic commerce industrymanufacturers, that are designed to encourage ensure proper operation, monitoring and use. The Company IT Systems are currently in good working condition with respect to the performance of effectively perform all information technology operations necessary to conduct the business of the Company and its the Company Subsidiaries in all material respects. The Company and its the Company Subsidiaries have in place a commercially reasonable disaster recovery program that provides program, including providing for the regular back-up of, and addresses prompt recovery of, of the data and information necessary to for the conduct of the business of the Company and its the Company Subsidiaries as currently conducted (including such data and information that is stored on magnetic or optical media in the ordinary course), and as of the date hereof, such disaster recovery program operates under normal circumstances ) without material disruption to, or material interruption in, the conduct of the business of the Company and its the Company Subsidiaries.
(b) 1.10.2 All right, title and interest in and to the confidential and proprietary data included in the Owned Company Intellectual Property Rights that is material to the business of the Company and its the Company Subsidiaries and contained in any database used or maintained by the Company or its the Company Subsidiaries (collectively, the “Company Data”) is owned or under a right to use by the Company or a Company Subsidiary, free and clear of all Encumbrances except Permitted Encumbrancesliens. All computer programs included within Except as set forth in Schedule 1.10.2, the Owned Intellectual Property Rights Company IT Systems have not failed in the three (3) years preceding the Effective Date in any manner or been compromised to any extent other than such failures or compromises that, individually or in the aggregate, are immaterial, and the Company Data has not licensed pursuant been corrupted or, to a so-called “open source” license and do not incorporate and are not based on the Company’s Knowledge, accessed by any computer programs that are licensed pursuant to a so-called “open source” licenseunauthorized Person.
(c) 1.10.3 The Company and its Subsidiaries have has established and are is in compliance in all material compliance respects with a written information security procedures program or programs covering the Company and its the Company Subsidiaries that are in accordance with current standards reasonable in the entertainment industry and the electronic commerce industry, and that the Company believes in good faith are reasonable and sufficient to protect Company Data and provide reasonable assurance that adequate internal controls can be maintained over Company IT Systems, and (i) includes reasonable safeguards for the security, confidentiality, confidentiality and integrity of transactions and confidential or proprietary Company Data and (ii) is designed to protect against unauthorized access to the Company IT Systems, Company Data and the systems of any third party service providers that have access to (A) Company Data or (B) Company IT Systems.
(d) 1.10.4 The Company and its Subsidiaries have operated their businesses in compliance, in at all material respects, with all applicable Laws relating to wagering transactions, horseracing, data collection, privacy, marketing and all contractual requirements that regulate or limit the maintenance, use or transmission of customer information made available to or collected by the Company in connection with the operation of the business of the Company and its Subsidiaries and has implemented times complied in all material respects all confidentiality, security, protective and other measures required by those applicable with Privacy Laws and contractual requirements. With respect to applicable Laws related to privacy and security and all privacy and security commitments undertaken by the Company in any policy, contract or promise regarding protections for, or restrictions on the use, storage, transfer, disposal or other processing of, personally identifiable information (“Personal Data”) collected, maintained, disposed of or otherwise processed by or on behalf of the Company (the “Privacy Commitments”), (i) the Company is in compliance, in all material respects, with the Privacy Commitments; (ii) the transactions contemplated by this Agreement will not violate any of the Privacy Commitments; (iii) the Company has not received written (or, Requirements relating to the Knowledge privacy of the Company, oral) inquiries from any Governmental Entity regarding the Privacy Commitments; (iv) the Privacy Commitments have not been rejected in any material respect by any applicable certification organization that has reviewed such Privacy Commitments its or to which any such Privacy Commitment has been submitted; (v) the Company has confidentiality their employees and data security agreements in place with all affiliates, vendors or other persons whose relationship with the Company involves users of Products the collection, use, disclosure, storage, disposal or processing of Personal Data on behalf of the Company, and such agreements require confidentiality and data security obligations consistent with current standards reasonable in the entertainment industry and the electronic commerce industry; and (vi) the Company has adopted and implements, in all material respects, and has designated an appropriately senior Company employee to be responsible for, a comprehensive written information security plan (“Information Security Plan”) designed to protect the security, integrity and confidentiality of Personal Data, and to protect Personal Data in the Company’s possession or control, or in the possession or control of the Company’s agents, vendors or service providers, from unauthorized access by third Persons, including the Company’s employees and contractors, and which Information Security Plan complies with all applicable Laws, Privacy Commitments and standards prudent in the entertainment industry and the electronic commerce industry, including appropriate administrative, physical and technical safeguards, including encryption. To the Knowledge of the Company, there has been no unauthorized or illegal collectionretention, disclosure, transfer, use of, processing, disposal or access to other processing of any Personal Data in the possession Information of any such employees or control of the Company, users collected or used by or on behalf of the Company, its Subsidiaries, or third parties having access to such Personal Information. There is no written complaint to, or any audit, proceeding investigation (formal or, to the Company's Knowledge, informal) or claim currently pending against, the Company or its Subsidiaries by any private party or any Governmental Entity with respect to Personal Information. With respect to all Personal Information collected, stored, used, or maintained by or for the Company or its Subsidiaries, the Company and its Subsidiaries have at all times implemented commercially reasonable security measures to ensure that such Personal Information is protected against loss and against unauthorized access, use, modification, and disclosure. To the Company’s Knowledge, there has been no loss, unauthorized access to or other misuse of such Personal Information. All material databases owned, controlled or held by the Company or any of its Subsidiaries and required to be registered have been registered, and the data therein has been used by the Company in any all material respectrespects as permitted pursuant to such registrations.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Merger (Avid Technology, Inc.)
Information Technology; Security and Privacy. (a) All The Company has taken commercially reasonable efforts to protect the information technology and computer systems systems, including Software, hardware, networks, interfaces, and related systems, relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information information, whether or not in electronic format, used in or necessary to the conduct of the business of the Company and its Subsidiaries (collectively, “Company IT Systems”) have been maintained, in all material respects, in accordance with reasonable and commercial standards suggested by the manufacturer of third-party-owned systems or in accordance with standards reasonably prudent in the entertainment industry and the electronic commerce industry, that are designed to encourage proper operation, monitoring and usefrom Contaminants. The Company IT Systems are currently have been maintained substantially in good working condition accordance with respect to standards set by the performance of manufacturers thereof or otherwise in accordance with industry standards. The Company IT Systems meet the Company’s requirements for performing the information technology operations necessary currently being performed by the Company and its Subsidiaries. None of the Software included in the Company Intellectual Property or Company IT Systems constitutes, contains or is considered “spyware” or “trackware” (as these terms are commonly understood in the software industry), records a user’s actions without the user’s knowledge or employs a user’s Internet connection without the user’s knowledge to conduct gather or transmit information on the user or the user’s behavior, other than as described in the Company’s and its Subsidiaries’ current online privacy policies. The Company and its Subsidiaries take and have taken all reasonable steps, and implement and have implemented all reasonable procedures, intended to prevent the introduction of Contaminants into the Company IT Systems. The Company and its Subsidiaries have disaster recovery plans, procedures and facilities for the business of the Company and its Subsidiaries in to help ensure the continued operation of the same to the extent reasonable, and take and have taken all material respectsreasonable steps to safeguard the Company IT Systems. In the past three years, there have been no unauthorized intrusions or breaches of the security of the Company IT Systems. The Company and its Subsidiaries have in place a commercially reasonable disaster recovery program that provides not developed material proprietary Software for the regular back-up of, Company and addresses recovery of, its Subsidiaries that have been licensed or distributed to third Persons.
(b) (i) The Company and its Subsidiaries are in material compliance with applicable Privacy Laws to which Company and its Subsidiaries are subject; (ii) the data Company and information necessary to the conduct of the business its Subsidiaries are in material compliance with all contractual obligations and all published policies of the Company and its Subsidiaries (including such data and information that is stored on magnetic or optical media in the ordinary course), and as of the date hereof, such disaster recovery program operates under normal circumstances without material disruption to, or material interruption in, the conduct of the business of the Company and its Subsidiaries.
(b) All right, title and interest in and to the confidential and proprietary data included in the Owned Intellectual Property Rights that is material to the business of the Company and its Subsidiaries and contained in any database used or maintained by the Company or its Subsidiaries (collectively, the “Company Data”) is owned by the Company or a Subsidiary, free and clear of all Encumbrances except Permitted Encumbrances. All computer programs included within the Owned Intellectual Property Rights are not licensed pursuant to a so-called “open source” license and do not incorporate and are not based on any computer programs that are licensed pursuant to a so-called “open source” license.
(c) The Company and its Subsidiaries have established and are in material compliance with written information security procedures covering the Company and its Subsidiaries that are in accordance with current standards reasonable in the entertainment industry and the electronic commerce industry, and that the Company believes in good faith are reasonable and sufficient to protect Company Data and provide reasonable assurance that adequate internal controls can be maintained over Company IT Systems, and (i) includes reasonable safeguards for the security, confidentiality, and integrity of transactions and confidential or proprietary Company Data and (ii) is designed to protect against unauthorized access to the Company IT Systems, Company Data and the systems of any third party service providers that have access to (A) Company Data or (B) Company IT Systems.
(d) The Company and its Subsidiaries have operated their businesses in compliance, in all material respects, with all applicable Laws relating to wagering transactions, horseracing, data collection, privacy, marketing and all contractual requirements that regulate privacy or limit the maintenance, use or transmission of customer information made available to or collected by the Company in connection with the operation of the business of the Company and its Subsidiaries and has implemented in all material respects all confidentiality, security, protective and other measures required by those applicable Laws and contractual requirements. With respect to applicable Laws related to privacy and security and all privacy and security commitments undertaken by the Company in any policy, contract or promise regarding protections for, or restrictions on the use, storage, transfer, disposal or other processing of, personally identifiable information (“Personal Data”) collected, maintained, disposed of or otherwise processed by or on behalf of the Company (the “Privacy Commitments”), (i) the Company is in compliance, in all material respects, with the Privacy Commitments; (ii) the transactions contemplated by this Agreement will not violate any of the Privacy Commitments; (iii) the Company and its Subsidiaries maintain commercially reasonable policies, procedures and security measures with respect to the physical and electronic security and privacy of Personal Data, and the Company and its Subsidiaries are in material compliance with all such policies, procedures and security measures, and to the Knowledge of the Company there have been no material breaches or violations thereof; (iv) in the past three years, there has not received written (orbeen no unauthorized access, use, loss, corruption, or theft of any Personal Data processed by the Company and its Subsidiaries, and, to the Knowledge of the Company, oral) inquiries from any Governmental Entity regarding in the Privacy Commitments; (iv) the Privacy Commitments have not been rejected in any material respect by any applicable certification organization that has reviewed such Privacy Commitments or to which any such Privacy Commitment past three years, there has been submittedno unauthorized access to or theft of any Personal Data processed on behalf of the Company and its Subsidiaries; (v) each online site and service owned by the Company has confidentiality and data security agreements in place its Subsidiaries have posted terms of use and a privacy policy that materially complies with all affiliates, vendors or other persons whose relationship with applicable Privacy Laws to which the Company involves and its Subsidiaries are subject and substantially reflects the collection, use, disclosure, storage, disposal or Company’s and its Subsidiaries’ practices concerning the processing of Personal Data by such Company-owned site or service; (vi) the Company and its Subsidiaries (and, to the Knowledge of the Company, all Persons processing Personal Data on behalf of the CompanyCompany and its Subsidiaries) have not received any written notice or claim alleging a violation of any Privacy Law, contractual or fiduciary obligations relating to privacy or Personal Data or any policy of the Company and such agreements require confidentiality and data security obligations consistent with current standards reasonable its Subsidiaries relating to privacy or Personal Data; (vii) in the entertainment industry and past three years, no disclosure of any Personal Data breach or network security breach has been or to the electronic commerce industry; and (vi) Knowledge of the Company has adopted should have been made by the Company and implementsits Subsidiaries under any applicable Privacy Law to any Governmental Entity, in (viii) to the Knowledge of the Company the Company and its Subsidiaries have all material respectsnecessary authority to receive, access, collect, use, transfer, store, handle and has designated an appropriately senior Company employee to be responsible for, a comprehensive written information security plan (“Information Security Plan”) designed to protect disclose the security, integrity and confidentiality of Personal Data, and to protect Personal Data in the Company’s their possession or control, or under their control in connection with the possession or control operation of the Company’s agents, vendors or service providers, from unauthorized access by third Persons, including the Company’s employees and contractorsits Subsidiaries’ business, and which Information Security Plan complies (ix) the Company and its Subsidiaries have not transferred Personal Data to countries outside of the European Economic Area unless in accordance with the applicable Privacy Laws.
(c) To the extent that the Company or any of its Subsidiaries receives, processes, transmits or stores any financial account numbers (such as credit cards, bank accounts, PayPal accounts, debit cards), passwords, CVV data, or other related data (“Cardholder Data”), the Company represents and warrants it has implemented reasonable information security procedures, processes and systems and is substantially in compliance with all applicable information security Laws, Privacy Commitments and standards prudent in requirements related to the entertainment industry and the electronic commerce industry, including appropriate administrative, physical and technical safeguards, including encryption. To the Knowledge of the Company, there has been no unauthorized or illegal collection, disclosurestorage, transfer, use of, processing, disposal or access to any Personal processing and transmission of Cardholder Data in established by the possession or control of the Company, or on behalf of the Company, in any material respectpayment card industry.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Cheesecake Factory Inc)
Information Technology; Security and Privacy. (a) All information technology and computer systems relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information whether or not in electronic format, necessary to the conduct of the business of the Company and its Subsidiaries (collectively, “Company IT Systems”) Systems are and have been maintained, in all material respects, in accordance with reasonable and commercial standards suggested maintained by the manufacturer of third-party-owned systems or technically competent Personnel substantially in accordance with standards reasonably set by the manufacturers or otherwise in accordance with prudent in the entertainment industry and the electronic commerce industrystandards, that are designed to encourage ensure proper operation, monitoring and use. The To the Knowledge of the Company, the Company IT Systems operate in accordance with their documentation and functional specifications and are currently in good working condition with respect to the performance of perform effectively all information technology operations necessary for the Company to conduct its Business as conducted. Since two (2) years prior to the business of date hereof, the Company and its Subsidiaries in all IT Systems have not had a material respectsfailure, breakdown, unauthorized intrusion or breach of security. The Company and its Subsidiaries have has in place a commercially reasonable disaster recovery program that provides for the regular back-up ofdata storage, system redundancy, and addresses disaster avoidance and recovery of, program. The Company owns or has all rights to use the data and information necessary to the conduct of the business Company IT Systems. The Company does not collect or store Personal Information that is owned by any customer or client of the Company and its Subsidiaries (including such data and information that is stored on magnetic or optical media in the ordinary course), and as of the date hereof, such disaster recovery program operates under normal circumstances without material disruption to, or material interruption in, the conduct of the business of the any Company and its SubsidiariesIT System.
(b) All right, title and interest in and Since two (2) years prior to the confidential date hereof, the Company has been in material compliance with all Privacy Commitments. The Company currently has in effect and proprietary data included in the Owned Intellectual Property Rights that is material since two (2) years prior to the business date hereof, has implemented and maintained commercially reasonable physical, technical, administrative and organizational security measures to protect the confidentiality, integrity and security of Personal Information and Company Data in its control, prevent the Company unlawful Processing of Personal Information, and its Subsidiaries and contained in any database used prevent the unauthorized access, accidental loss or maintained by the Company destruction of or its Subsidiaries (collectively, the “damage to Personal Information or Company Data”) is owned by , which measures are in material compliance with the Company or a Subsidiary, free and clear of all Encumbrances except Permitted Encumbrances. All computer programs included within the Owned Intellectual Property Rights are not licensed pursuant to a so-called “open source” license and do not incorporate and are not based on any computer programs that are licensed pursuant to a so-called “open source” licensePrivacy Commitments.
(c) The Company and its Subsidiaries have established and are in material compliance with written information security procedures covering Since two (2) years prior to the date hereof, the Company and its Subsidiaries has not received any written notice that are it is or has been in accordance with current standards reasonable in breach of any Privacy Commitment. Since two (2) years prior to the entertainment industry and the electronic commerce industrydate hereof, and that the Company believes in good faith are reasonable and sufficient to protect has not received any written notice, complaint, subpoena, investigation, audit, or demand, from any Governmental Entity or any Person alleging the misuse or mishandling of Personal Information or Company Data and provide reasonable assurance that adequate internal controls can be maintained over Company IT SystemsData, and (i) includes reasonable safeguards for the security, confidentiality, and integrity of transactions and confidential or proprietary Company Data and (ii) is designed to protect against unauthorized access to breach by the Company IT Systems, Company Data and the systems of any third party service providers that have access to (A) Company Data or (B) Company IT SystemsPrivacy Commitment.
(d) The Company and its Subsidiaries have operated their businesses in compliance, in all material respects, with all applicable Laws relating to wagering transactions, horseracing, data collection, privacy, marketing and all contractual requirements that regulate or limit the maintenance, use or transmission of customer information made available to or collected by the Company in connection with the operation of the business of the Company and its Subsidiaries and has implemented in all material respects all confidentiality, security, protective and other measures required by those applicable Laws and contractual requirements. With respect to applicable Laws related to privacy and security and all privacy and security commitments undertaken by the Company in any policy, contract or promise regarding protections for, or restrictions on the use, storage, transfer, disposal or other processing of, personally identifiable information (“Personal Data”) collected, maintained, disposed of or otherwise processed by or on behalf of the Company (the “Privacy Commitments”), (i) the Company is in compliance, in all material respects, with the Privacy Commitments; (ii) the transactions contemplated by this Agreement will not violate any of the Privacy Commitments; (iii) the Company has not received written (orand, to the Knowledge of the Company, oral) inquiries from any Governmental Entity regarding the Privacy Commitments; (iv) the Privacy Commitments have not been rejected in any material respect by any applicable certification organization that has reviewed such Privacy Commitments or to which any such Privacy Commitment has been submitted; (v) the Company has confidentiality and data security agreements in place with all affiliates, vendors or other persons whose relationship with the Company involves the collection, use, disclosure, storage, disposal or processing of Personal Data Information Suppliers acting on behalf of the Company have collected all Personal Information fairly and lawfully and otherwise have all requisite legal authority to Process Personal Information in the manner it is Processed by the Company or any Personal Information Processor on behalf of the Company without breaching any of the Privacy Commitments. No action is pending and, to the Knowledge of the Company, and such agreements require confidentiality and data security obligations consistent with current standards reasonable in the entertainment industry and the electronic commerce industry; and (vi) no Person has threatened to commence any action concerning any claim that the Company has adopted violated any Privacy Commitment in connection with, or relating to, any Personal Information, the Processing of Personal Information by the Company, and/or a violation of a Person’s privacy or rights.
(e) The Company does not sell, rent or otherwise make available to any Person any Personal Information, except in a manner that complies with the applicable Privacy Commitments.
(f) The execution, delivery and implementsperformance of this Agreement and the Transaction do not and will not conflict with or result in a violation or breach of any Privacy Commitments. Following the Closing Date, the Company will continue to be permitted to Process Personal Information held or controlled by the Company on terms identical in all material respectsmaterials respects to those in effect as of the date of this Agreement and to the same extent the Company would have been able to had the Transaction not occurred.
(g) To the extent that the Company Processes any financial account numbers (such as credit cards, bank accounts, PayPal accounts, debit cards), passwords, CCV data, or other related data, the Company has implemented information security procedures, processes and systems that comply with all applicable Laws related to the Processing of cardholder data, including those established by applicable Governmental Entities, and the Payment Card Industry Standards Council (including the Payment Card Industry Data Security Standard) and all applicable Privacy Commitments.
(h) Since two (2) years prior to the date hereof, the Company has designated an appropriately senior not experienced any Security Incident. The Company employee has not notified and, to be responsible for, a comprehensive written information security plan (“Information Security Plan”) designed to protect the security, integrity and confidentiality of Personal Data, and to protect Personal Data in the Company’s possession or control, or in the possession or control Knowledge of the Company’s agents, vendors there have been no facts or service providers, from unauthorized access by third Persons, including circumstances that would require the Company’s employees and contractors, and which Information Company to give notice to any customers or other Persons or any Governmental Entity of any actual or perceived Security Plan complies with all applicable Laws, Incident pursuant to any Privacy Commitments and standards prudent in the entertainment industry and the electronic commerce industry, including appropriate administrative, physical and technical safeguards, including encryptionCommitment. To the Knowledge of the Company, there no Personal Information Supplier acting on behalf of the Company has experienced any Security Incident or made or has been no unauthorized required to make any disclosure or illegal collection, disclosure, transfer, use of, processing, disposal or access notification under any applicable Privacy Laws in connection with any Security Incident with respect to any Personal Data in Information provided by it to the possession Company or control any of its Affiliates.
(i) To the Knowledge of the Company, no investigation or on behalf inquiry, complaint, or claim relating to the information privacy or data security practices (including collection, transfer, access, disclosure, retention, deletion, storage, Processing, or use) of the Company, the Processing of Personal Information, the Processing of Company Data, or to any Security Incident have been made or reported by, or is being, or has been, conducted by, any consumer, Governmental Entity, consumer advocacy groups, industry or trade organizations, privacy seal or certification programs, privacy groups, members of the media, or bloggers.
(j) The Company does not transfer Personal Information out of the European Economic Area.
(k) The Company has not directed any online services to children under the age of 13. The Company has not collected any information from children under the age of 13 nor does any information in Company databases contain any material respectinformation from children under the age of 13.
Appears in 1 contract
Samples: Equity Securities Purchase Agreement (CIPHERLOC Corp)
