Privacy; Data Security. Except as would not have a Company Material Adverse Effect, (i) the Company and its Subsidiaries are in compliance with (A) all applicable Privacy Laws, (B) all of the Company’s policies regarding Personal Information (“Privacy Policies”), and (C) all of the Company’s contractual obligations with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information (collectively with Privacy Laws and Privacy Policies, the “Data Protection Requirements”); (ii) the Company and its Subsidiaries have implemented and at all times maintained reasonable physical, technical, and administrative safeguards, compliant with applicable Data Protection Requirements, that are designed to protect Personal Information in their possession or under their control against loss, theft, misuse or unauthorized access, use, modification or disclosure; (iii) there have been no breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of the Company and its Subsidiaries or collected, used or processed by or on behalf of any the Company and its Subsidiaries’ IT Systems that would require notification of individuals, other affected parties, law enforcement, or any Governmental Authority under applicable Privacy Laws and (iv) since January 1, 2019, neither the Company nor any of its Subsidiaries has received any written notice of any claims (including written notice from third parties acting on its behalf) of or been charged with, the violation of, any Data Protection Requirements.
Privacy; Data Security. (a) Seller has not collected Personal Information, including data collected from an IP address, web beacon, pixel tag, ad tag, cookie, JavaScript, local storage, Software, or by any other means, or from a particular computer, Web browser, mobile telephone, or other device or application, where such data is or may be used to identify or contact an individual, device, or application (including, without limitation, by means of an advertisement or content), or to predict or infer the preferences, interests, or other characteristics of the device or of a user of such device or application or is otherwise used to target advertisements or other content to a device or application or to a user of such device or application (“Non-Personal Information”). Seller does not, and the Assets purchase do not provide for collection or utilization of, Personal Information or Non-Personal Information, nor perform in any manner when utilized by users as intended, any function that would collect Personal Information or Non-Personal Information from users of its apps. The Seller has complied in all material respects with all Laws (which for such purposes shall include the policy of such third party apps markets that distribute Seller’s apps) relating to: (i) the privacy of users of (including Internet or mobile users who view or interact with) the Seller Offerings and all of the websites of the Seller, and (ii) the collection, use, storage, retention, disclosure, and disposal of any Personal Information or Non-Personal Information collected by the Seller, or by Third Parties acting on the Seller’s behalf or having authorized access to the Seller’s records. The privacy practices of the Seller concerning the collection, use, retention, disclosure, and disposal, of Personal Information or Non-Personal Information conform, and at all times have materially conformed, to all of the contractual commitments of the Seller including to viewers of the websites of the Seller and users of (including Internet users who view or interact with) the Seller Offerings and the contractual commitments of the Seller through which Seller Offerings are offered. The Seller’s Offerings conform, and at all times have materially conformed to applicable Law and, to the extent subject thereto, to the Network Advertising Initiative’s Self-Regulatory Code of Conduct (2008), the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising, and the Federal Trade Commission’s Principl...
Privacy; Data Security. (a) At all times since inception, the Company and any Company Subsidiary has provided accurate notice of its privacy practices on all of its websites and these notices have not contained any material omissions of the Company’s (or the Company Subsidiary’s, as the case may be) privacy practices or practices concerning the collection, use, and disclosure of Personal Information or information about a user or consumer that is not Personal Information, including data collected from an IP address, web beacon, pixel tag, ad tag, cookie, JavaScript, local storage, Software, or by any other means, or from a particular computer, Web browser, mobile telephone, or other device or application, where such data is or may be used to identify or contact an individual, device, or application (including, without limitation, by means of an advertisement or content), or to predict or infer the preferences, interests, or other characteristics of the device or of a user of such device or application or is otherwise used to target advertisements or other content to a device or application or to a user of such device or application (“Non-Personal Information”). The privacy policy or policies providing this notice and the periods each policy has been in effect are set forth in Section 3.18(a) of the Company Disclosure Schedule (hereinafter collectively, the “Privacy Policies”). The privacy practices of the Company or any Company Subsidiary, as the case may be, conform, and at all times have conformed, in all material respects to their respective Privacy Policies at the time each Privacy Policy was in effect and with any public statements regarding the privacy practices of the Company or any Company Subsidiary, as the case may be. The Company and each Company Subsidiary has complied in all material respects with all Laws relating to: (i) the privacy of users of (including Internet or mobile users who view or interact with) the Company Offerings and all of the websites of the Company or any Company Subsidiary, as the case may be, and (ii) the collection, use, storage, retention, disclosure, and disposal of any Personal Information or Non-Personal Information collected by the Company or any Company Subsidiary, or by Third Parties acting on the Company’s behalf or any Company Subsidiary’s behalf or having authorized access to the Company’s or any Company Subsidiary’s records. The Privacy Policies and practices of the Company or any Company Subsidiary, as the case may be, concerning th...
Privacy; Data Security. Each party shall ensure that any collection, use and disclosure of Customer Information obtained by such party pursuant to this Agreement complies with Data Protection Laws. Neither party shall send any unsolicited commercial email or other online communication (e.g., "spam") to Customers. You shall take all appropriate measures to secure the confidentiality of Customer Information in your possession and to protect such Customer Information from unauthorized use or disclosure. If either party shares any personal data (whether Customer Information or otherwise) with the other party pursuant to this Agreement, the following terms shall apply:
9.1 Each party shall only process the personal data in accordance with the Data Protection Laws, including:
(a) process the personal data lawfully, fairly and in a transparent manner in relation to the data subjects;
(b) treat the personal data as confidential and ensure that its employees will treat the personal data as confidential;
(c) only process the personal data for limited and specified purposes;
(d) not retain the personal data for longer than is necessary to carry out the purposes for which it has obtained the personal data; and
(e) implement appropriate security measures to protect the personal data, including appropriate technical and organisational measures, to protect against unauthorised or unlawful processing and against accidental loss, destruction or damage, including inter alia: (a) the pseudonymisation and encryption of the personal data; (b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (c) the ability to restore the availability and access to the personal data in a timely manner in the event of a physical or technical incident; and (d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
9.2 Where either party becomes aware of inaccuracies of the personal data received from the other party, it will notify the other party thereof.
9.3 Each party may transfer the personal data outside the European Economic Area if it complies with the provisions of the Data Protection Laws on the transfer of personal data to third countries.
9.4 Each party will hold the other party harmless of any claims, damages, penalties and any costs or fees, of whatever nature incurred by the party or for which the party may become liable due ...
Privacy; Data Security. In the 12-month period prior to the date of this Agreement, there has been no release of personally identifiable information by ARPI or any ARPI Subsidiary in material breach of either: (i) any ARPI Material Contract; or (ii) applicable Law with respect to personally identifiable information, in each case that has resulted in a material disruption of the business or operations of ARPI or any ARPI Subsidiary. To the Knowledge of ARPI, neither ARPI nor any ARPI Subsidiary is the subject of and neither ARPI nor any ARPI Subsidiary has been notified of, any regulatory investigation, or enforcement Action against any ARPI or any ARPI Subsidiary alleging breach of data security or privacy obligations. No Person has commenced any Action with respect to any material loss, damage, or unauthorized access, use, modification, or other misuse of any such information by ARPI or any ARPI Subsidiary (or any of their respective employees or contractors).
Privacy; Data Security. (a) The data, privacy and security practices of each Company Entity have since the Lookback Date complied with, and conformed to, in all material respects, all of the (i) Privacy Commitments, (ii) all (A) Laws concerning the privacy, security, or Processing of Personal Information (including all applicable data breach notification Laws, consumer protection Laws, Laws concerning requirements for website Privacy Policies and practices, social security number protection Laws, data security Laws, and Laws concerning email, text message, or telephone communications), (B) Federal Trade Commission regulations, guidelines, and staff reports (including Section 5 of the Federal Trade Commission Act), and any interpretive rules and enforcement actions by a state attorney general, and (C) rules of all applicable self-regulatory organizations, including, as applicable, the Payment Card Industry Data Security Standard, in each case as applicable to any Company Entity (collectively, "Privacy Laws"), and (iii) Contracts to which any Company Entity is a party or is otherwise bound. Privacy Laws include, as applicable to any Company Entity, the California Consumer Privacy Act of 2018; the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented by the Health Information Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009; the General Data Protection Regulation (Regulation (EU) 2016/679), and all member state Laws and regulations relating to privacy or data protection; and all implementing and interpretive rules and regulations promulgated under any of the foregoing. Each Company Entity has: (x) provided adequate notice and obtained any necessary consents, waivers and approvals from individuals required for the Processing of Personal Information as conducted by or for their business to the extent required to maintain compliance in all
Privacy; Data Security. The Company has complied in all material respects with all Laws and contractual and fiduciary obligations relating to the protection and security of Personal Data to which the Company is currently subject. The Company has not received any written inquiries from or been subject to any audit or Legal Proceeding by any Governmental Authority regarding its compliance with the foregoing. The Company has established policies and procedures with respect to the collection, use, processing, storage and transfer of all Personal Data in connection with the Business. The Company has complied in all material respects with all its policies and procedures established by the Company from time to time with respect to privacy, publicity, data protection or collection and use of personal information and user information gathered or accessed in the course of the operations of the Company. No Legal Proceeding alleging (a) a material violation of any Person’s privacy, personal or confidentiality rights under any such rules, policies or procedures or (b) any breach, misappropriation, or unauthorized disclosure, access, use or dissemination of any Personal Data has been asserted in writing delivered to the Company or, to Sellers’ Knowledge, threatened in writing against the Company by any Person. Since December 31, 2013, there has not been (i) a material violation of any Person’s privacy, personal or confidentiality rights under any such rules, policies or procedures or (ii) any material breach, material misappropriation, or material unauthorized disclosure, access, use or dissemination of any Personal Data.
Privacy; Data Security. Each of the Parties shall comply with the privacy and security obligations set forth in the mParticle Platform Privacy and Security Rider attached hereto as Exhibit A (the “Privacy Rider”).
Privacy; Data Security. (a) The Company has delivered to Purchaser correct and complete copies of all written policies, procedures, and all employee, supplier or third party education and training materials currently maintained by any member of the Company Group with respect to privacy and personal data protection relating to its employees, customers, suppliers, service providers, or any other third parties from or about whom any member of the Company Group has obtained personal data (“Company Privacy Policies”). Each member of the Company Group has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any applicable Laws, Contracts, Company Privacy Policies or any other commitments, obligations or representations concerning privacy and personal data protection relating to its employees, customers, suppliers, service providers, or any other third parties from or about whom any member of the Company Group has obtained personal data (“Company Privacy Obligations”). To the Knowledge of the Company, each member of the Company Group has at all times since the date of formation performed the necessary due diligence in the evaluation and selection of suppliers, service providers or any other third parties with access to or that may receive in the normal course of business personal data relating to any member of the Company Group’s employees, customers, suppliers, service providers, or any other third parties for purposes of determining the adequacy of the supplier’s, service provider’s or any other third party’s capacity to comply with Company Privacy Obligations. To the Knowledge of the Company, no Company Privacy Obligations will, as a result of the consummation of the Transactions, impose any restrictions upon Purchaser’s ability to use, possess, disclose or transfer such personal data in the manner the Company Group has used, possessed, disclosed or transferred such or similar personal data prior to Closing. No member of the Company Group has written notice of any claims or alleged claims that the Company has violated Company Privacy Obligations and there is no Legal Proceeding with respect to any potential violation thereof. The consummation of the Transactions will not violate any past or current Company Privacy Obligation or result in a material change in the use of personal data or otherwise have the effect of altering any past or current Company Privacy Obligation, nor require the Company to provi...
Privacy; Data Security. (a) Seller has not, in any manner that violates applicable Laws, collected Personal Information, including data collected from an IP address, web beacon, pixel tag, ad tag, cookie, JavaScript, local storage, software, or by any other means, or from a particular computer, Web browser, mobile telephone, or other device or application, where such data is or may be used to identify or contact an individual, device, or application (including, without limitation, by means of an advertisement or content), or to predict or infer the preferences, interests, or other characteristics of the device or of a user of such device or application or is otherwise used to target advertisements or other content to a device or application or to a user of such device or application (“Non-Personal Information”). Seller does not, and the Asset purchased does not provide for collection or utilization of, Personal Information or Non-Personal Information, nor perform in any manner when utilized by users as intended, any function that would collect Personal Information or Non-Personal Information from users of its apps in a manner that is in contravention of applicable Laws.
(b) To the Knowledge of the Seller, at all times since inception, the Seller has complied in all material respects with any Law applicable to the Seller relating to the security of Personal Information to which the Seller or Third Parties acting on the Seller’s behalf or otherwise having authorized access to the Seller’s records, have access or otherwise collect or handle. To the Knowledge of the Seller, the Seller’s information security practices conform, and at all times have conformed, in all material respects with (i) any information security statements made by the Seller and (ii) all of the contractual commitments of the Seller, including, but not limited to, any contractual commitments to analytics providers, data providers, publishers, advertisers and advertising networks, exchanges and advertising networks. The Seller has made no statements to the general public regarding the information security practices of the Seller. No Actions have been asserted or, to the Knowledge of the Seller, are threatened against the Seller by any Person with respect to the security of Personal Information. To the Knowledge of the Seller, there has been no unauthorized access to or unauthorized disclosure or use of Personal Information owned or licensed by the Seller or in the Seller’s possession or control by or to any Third P...
