Privacy; Data Protection. Other than as set forth in Section 2.18 of the Company Disclosure Schedule: (a) The Company has complied, and is in compliance, in all material aspects with the Company’s (i) terms of service and / or user agreements (“Terms of Service”) and (ii) published privacy policies in effect at all applicable times (the “Privacy Policies”). True, correct and complete copies of such Terms of Service and Privacy Policies have been provided to Buyer prior to the date hereof. (b) The Company is (and has been) in compliance in all material respects, with all applicable Laws that relate to or govern (i) the collection, compilation, use, storage, security, disclosure and transfer of User Data, (ii) sending or causing or permitting to be sent to an electronic address a commercial electronic message, and (iii) installing or causing to be installed a computer program on any other Person’s computer system. The Company has the requisite third-party consents to use all User Data in accordance with the Terms of Service and Privacy Policies and to engage and to have engaged in the aforementioned activities. (c) The Company has taken reasonable administrative, technical and physical measures to protect its rights in any User Data and to ensure that all User Data is protected against loss, damage, and unauthorized access, use, modification or other misuse. To the Knowledge of the Company, there has been no loss, damage, or unauthorized access, use, modification, or other misuse of any User Data maintained by or on behalf of the Company in the past three (3) years. No Person or Governmental Body has made any material written complaint or Claim or commenced any Claim or proceeding with respect to Loss, damage, or unauthorized access, use, modification, or other misuse of any such information; and, to the Knowledge of the Company, there is no reasonable basis for any such Claim. (d) The consummation of the transactions contemplated by this Agreement will not (i) violate the Company’s Terms of Service or Privacy Policies, (ii) require the Company to provide any notice to, or seek any consent from, any user, employee, customer, supplier, service provider or other third party thereunder as it relates to User Data, (iii) under applicable Laws and the Privacy Policies, restrict the ability of the Company to use User Data after the Closing. Except for restrictions set forth in applicable Laws or the Privacy Policies, there shall be no restriction on the use by Company of User Data collected by the Company prior to the date of this Agreement. The manner in which User Data has been obtained by the Company, in connection with the transactions contemplated by this Agreement, comply in all material respects with all applicable Laws and with the obligations, commitments, notices and policies noted in paragraph (b) above. For purposes hereof, “User Data” means (i) all data and analytics collected or generated by, or provided to, the Company (whether generated or stored by the Company directly or a third party on behalf of the Company) resulting from any action or activity of users of the Company’s websites, including user identification and associated activities at a website as well as pings and activity related to closed loop reporting and all other data associated with a user’s behavior on the Internet, (ii) all data collected and stored by or on behalf of the Company and all data provided to the Company by (or pertaining to) a user, including all personally identifying information.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Match Group, Inc.), Stock Purchase Agreement (Match Group, Inc.), Stock Purchase Agreement (Match Group, Inc.)
