Common use of Privacy Policies and Privacy Legal Requirements Clause in Contracts

Privacy Policies and Privacy Legal Requirements. Section 2.14(h) of the Disclosure Schedule identifies (by effective date) each Company Privacy Policy in effect at any time since the inception of the Company and its Subsidiaries and identifies the period of time during which such Company Privacy Policy was in effect. The Company and each of its Subsidiaries at all times has posted the applicable Privacy Policy(ies) on each of its websites, applications, and other online services (“Company Sites”), in a manner readily available to visitors and current and potential users and in compliance with all Privacy Legal Requirements. No statement on any Company Product or any Company Site, or in any Company Privacy Policy, has been misleading, deceptive, or in violation of any Privacy Legal Requirement. The Company and its Subsidiaries have complied at all times with all: Company Privacy Policies, all Privacy Legal Requirements and all filings, registrations and certifications made with respect to such Privacy Legal Requirements. The execution, delivery and performance of this Agreement and any Related Agreements and the consummation of the Transactions will comply with all Company Privacy Policies and Privacy Legal Requirements. The Company and its Subsidiaries have full rights, without necessity of separate consent, to transfer to Parent all Private Data collected or otherwise maintained by or for the Company and its Subsidiaries. The Company has complied at all times with any privacy policies and obligations relating to Private Data of any third party under the terms of any Company Contract. Section 2.14(h) of the Disclosure Schedule accurately identifies (and the Company has Made Available a true, correct, and complete copy of) each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered by or to the Company, any of its Subsidiaries, or any of their representatives regarding any actual, alleged or suspected violation of any Privacy Legal Requirement by the Company, any of its Subsidiaries, or any Person performing for the Company or any of its Subsidiaries, any of the Company’s or any of its Subsidiaries’ customers or users (to the extent relating to a Company Product or Company Site or any activities of any Person performing for the Company or any of its Subsidiaries) or any Company Product or Company Site, and provides a brief description of the current status of the matter referred to in such letter, communication or correspondence. There is not and has not been any complaint to, or to the Knowledge of the Company any audit, proceeding, investigation (formal or informal) or Action of or against the Company, any of its Subsidiaries, or any of their customers (in the case of customers, to the extent relating to any Company Product or Company Site or the practices of the Company or any of its Subsidiaries or any Person performing for the Company or any of its Subsidiaries) by any private party, the Federal Trade Commission, any state attorney general or any other Governmental Entity, with respect to the collection, storage, hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no facts or circumstances that could constitute a reasonable basis for such an Action. There has been no Order or government or third-party settlement affecting the collection, storage, hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Coupa Software Inc)

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Privacy Policies and Privacy Legal Requirements. Section 2.14(h2.13(q) of the Disclosure Schedule identifies (i) (by effective date) each Company Privacy Policy that the Company or any of its Subsidiaries has made publicly available (“Public Privacy Policy”) in effect at any time since the inception of the Company and its Subsidiaries and identifies the period of time during which such Company Public Privacy Policy was in effect and (ii) any other Company Privacy Policy currently in effect. All Company Privacy Policies have been Made Available. The Company and each of its Subsidiaries at all times has posted the applicable Public Privacy Policy(ies) on each of its websites, applications, and other online services (“Company Sites”), in a manner readily available to visitors and current and potential users and in material compliance with all Privacy Legal Requirements. No statement on any Company Product or any Company Site, or in any Company Privacy Policy, has been misleading, deceptive, or in violation of any Privacy Legal Requirement. The Company and its Subsidiaries have complied in all material respects at all times with all: Company Privacy Policies, all Privacy Legal Requirements Requirements, and all filings, registrations and certifications made with respect to such Privacy Legal Requirements. The execution, delivery and performance of this Agreement and any Related Agreements and the consummation of the Transactions will comply with all Company Privacy Policies and Privacy Legal Requirements. The Company and its Subsidiaries subsidiaries have full rights, without necessity of separate consent, to transfer to Parent all Private Data collected or otherwise maintained by or for the Company and its Subsidiaries. The Company has complied at all times with any privacy policies and obligations relating to Private Data of any third party under the terms of any Contracts to which the Company Contractor its Subsidiaries is or has been a party. Section 2.14(h2.13(q) of the Disclosure Schedule accurately identifies (and the Company has Made Available a true, correct, and complete copy of) each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered by or to the Company, any of its Subsidiaries, or any of their representatives regarding any actual, alleged or suspected violation of any Privacy Legal Requirement by the Company, any of its Subsidiaries, or any Person performing for the Company or any of its Subsidiaries, any of the Company’s or any of its Subsidiaries’ customers or users (to the extent relating to a Company Product or Company Site or any activities of any Person performing for the Company or any of its Subsidiaries) or any Company Product or Company Site, and provides a brief description of the current status of the matter referred to in such letter, communication or correspondence. There As of the Agreement Date, there is not and has not been any complaint to, or to the Knowledge of the Company any audit, proceeding, inquiry, investigation (formal or informal) or Action of or against the Company, any of its Subsidiaries, or any of their customers (in the case of customers, to the extent relating directly to any Company Product or Company Site or the practices of the Company or any of its Subsidiaries or any Person performing for the Company or any of its Subsidiaries) by any private party, the Federal Trade Commission, any state attorney general or any other Governmental Entity, with respect to the collection, storage, hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries. To the Knowledge of the Company, as of the Agreement Date there are no facts or circumstances that could would reasonably be expected to constitute a reasonable basis for such an Action. There has been no Order or government or third-party settlement affecting in any material respect the collection, storage, hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries.. 41

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zovio Inc)

Privacy Policies and Privacy Legal Requirements. Section 2.14(h) Copies of the Disclosure Schedule identifies (by effective date) each all Company Privacy Policy in effect at any time since the inception of Policies that the Company and or any of its Subsidiaries and identifies the period of time during which such Company Privacy Policy was in effecthas made publicly available have been Made Available. The Company Exhibit 10.2 and each of its Subsidiaries at all times has posted the applicable Company Privacy Policy(ies) on each of its websites, applications, and other online services (“Company Sites”), in a manner readily available to visitors and current and potential users and in compliance with all Privacy Legal Requirements. No statement on any Company Product or any Company Site, or in any Company Privacy Policy, has been misleading, deceptive, or in violation of any Privacy Legal Requirement. The Company and its Subsidiaries have complied at all times with all: Company Privacy Policies, all Privacy Legal Requirements Requirements, and all filings, registrations and certifications made with respect to such Privacy Legal Requirements. The execution, delivery and performance of this Agreement and any Related Agreements and the consummation of the Transactions will comply with all Company Privacy Policies and Privacy Legal Requirements. The Company and its Subsidiaries subsidiaries have full rights, without necessity of separate consent, to transfer to Parent all Private Data collected or otherwise maintained by or for the Company and its Subsidiaries. The Company has complied at all times with any privacy policies and obligations relating to Private Data of any third party under the terms of any Company Contract. Section 2.14(h) of the Disclosure Schedule accurately identifies (and the Company has Made Available a true, correct, and complete copy of) each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered by or Contracts to the Company, any of its Subsidiaries, or any of their representatives regarding any actual, alleged or suspected violation of any Privacy Legal Requirement by the Company, any of its Subsidiaries, or any Person performing for which the Company or any of its Subsidiaries, any Subsidiaries is or has been a party. As of the Company’s or any of its Subsidiaries’ customers or users (to the extent relating to a Company Product or Company Site or any activities of any Person performing for the Company or any of its Subsidiaries) or any Company Product or Company SiteAgreement Date, and provides a brief description of the current status of the matter referred to in such letter, communication or correspondence. There there is not and has not been any complaint to, or to the Knowledge of the Company any audit, proceeding, inquiry, investigation (formal or informal) or Action of or against or involving the Company, any of its Subsidiaries, or any of their customers (in the case of customers, to the extent relating to any Company Product or Company Site or the practices of the Company or any of its Subsidiaries or any Person performing for the Company or any of its Subsidiaries) by any private party, the Federal Trade Commission, any state attorney general or any other Governmental Entity, with respect to the collection, storage, hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries. To the Knowledge of the Company, as of the Agreement Date there are no facts or circumstances that could would reasonably be expected to constitute a reasonable basis for such an Action. There has been no Order or government or third-party settlement affecting in any material respect the collection, storage, hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zovio Inc)

Privacy Policies and Privacy Legal Requirements. Section 2.14(h) of the Disclosure Schedule identifies (by effective date) each Company Privacy Policy in effect at any time since the inception of the Company and its Subsidiaries and identifies the period of time during which such Company Privacy Policy was in effect. The Company and each of its Subsidiaries at all times has posted the applicable Privacy Policy(ies) on each of its websites, applications, and other online services (“Company Sites”), in a manner readily available to visitors and current and potential users and in compliance with all Privacy Legal Requirements. No statement on any Company Product or any Company Site, or in any Company Privacy Policy, has been misleading, deceptive, deceptive or in violation of any Privacy Legal Requirement. The In the past three (3) years, the Company and its Subsidiaries have complied at all times with all: Company Privacy Policies, all Privacy Legal Requirements and all filings, registrations and certifications made with respect to such Privacy Legal Requirements. The execution, delivery and performance of this Agreement and any Related Agreements and the consummation of the Transactions will comply with all Company Privacy Policies and Privacy Legal Requirements. Neither the Company nor any of the Subsidiaries has exceeded its rights to data provided or accessed under any Contract. Neither the Company nor any of the Subsidiaries uses or has used (whether or not in anonymous form or for the purpose of improving any Company Product) any data directly or indirectly provided by, or obtained from, any counter party to any Contract, except in compliance with the applicable Contract. Neither the Company nor any of the Subsidiaries sell any Private Data. The systems, products and services of the Company and each of the Subsidiaries are adequate and sufficient to meet the requirements of all applicable Privacy Legal Requirements with respect to the protection of the privacy and confidentiality of all Private Data present, stored, used or processed in connection with such systems, products or services. The Company and its each of the Subsidiaries have full rights, without necessity of separate consent, at all times taken reasonable steps intended to transfer to Parent ensure that all Private Data collected is protected against loss, destruction or otherwise maintained by or for the Company damage and its Subsidiaries. The Company has complied at all times with any privacy policies and obligations relating to Private Data of any third party under the terms of any Company Contract. Section 2.14(h) of the Disclosure Schedule accurately identifies (and the Company has Made Available a trueagainst unauthorized access, correctuse, and complete copy of) each letter modification, disclosure or other written or electronic communication or correspondence that has been sent or otherwise delivered by or misuse and, to the Knowledge of the Company, any there has been no loss, destruction or damage of its Subsidiariesor unauthorized access to or other misuse of Private Data in the past three (3) years. In the past three (3) years, or any of their representatives regarding any actual, alleged or suspected violation of any Privacy Legal Requirement by the Company, any of its Subsidiaries, or any Person performing for the Company or any of its Subsidiaries, any of the Company’s or any of its Subsidiaries’ customers or users (to the extent relating to a Company Product or Company Site or any activities of any Person performing for the Company or any of its Subsidiaries) or any Company Product or Company Site, and provides a brief description of the current status of the matter referred to in such letter, communication or correspondence. There there is not and has not been any complaint to, or any audit, proceeding, or to the Knowledge of the Company Company, any audit, proceeding, (i) investigation (formal or informal) or (ii) Action of or against the Company, any of its Subsidiaries, or any of their customers (in the case of customers, to the extent relating to any Company Product or Company Site or the practices of the Company or any of its Subsidiaries or any Person performing for the Company or any of its Subsidiaries) by any private party, the Federal Trade Commission, any state attorney general or any other Governmental Entity, in each case, with respect to the collection, storage, hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no facts or circumstances that could constitute a reasonable basis for such an Action. There has been no Order or government or third-party settlement affecting the collection, storage, hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Crexendo, Inc.)

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Privacy Policies and Privacy Legal Requirements. Section 2.14(h) To the Knowledge of the Disclosure Schedule identifies (by effective date) each Company Privacy Policy in effect at any time since the inception of the Company and its Subsidiaries and identifies the period of time during which such Company Privacy Policy was in effect. The Company and each of its Subsidiaries at all times has posted the applicable Privacy Policy(ies) on each of its websitesCompany, applications, and other online services (“Company Sites”), in a manner readily available to visitors and current and potential users and in compliance with all Privacy Legal Requirements. No no statement on any Company Product or any Company Site, or in any Company Privacy Policy, has been misleading, deceptive, deceptive or in violation of any Privacy Legal Requirement. The In the past three (3) years, the Company and its Subsidiaries have complied at all times with all: Company Privacy Policies, all Privacy Legal Requirements and all filings, registrations and certifications made with respect to such Privacy Legal Requirements, in each case, in all material respects. The execution, delivery and performance of this Agreement and any Related Agreements and the consummation of the Transactions will comply with all Company Privacy Policies and Privacy Legal RequirementsRequirements in all material respects. Neither the Company nor any of the Subsidiaries has exceeded its rights in any material respect to data provided or accessed under any Contract. Neither the Company nor any of the Subsidiaries uses or has used (whether or not in anonymous form or for the purpose of improving any Company Product) any data directly or indirectly provided by, or obtained from, any counter party to any Contract, except in compliance with the applicable Contract. Neither the Company nor any of the Subsidiaries sell any Private Data. The systems, products and services of the Company and each of the Subsidiaries are adequate and sufficient to meet the requirements of all applicable Privacy Legal Requirements in all material respects with respect to the protection of the privacy and confidentiality of all Personal Data and Tracking Data present, stored, used or processed in connection with such systems, products or services. The Company and its each of the Subsidiaries have full rights, without necessity of separate consent, to transfer to Parent all Private Data collected or otherwise maintained by or for the Company and its Subsidiaries. The Company has complied at all times with any privacy policies taken all steps reasonably necessary to ensure that all Personal Data and obligations relating to Private Tracking Data of any third party under the terms of any Company Contract. Section 2.14(h) of the Disclosure Schedule accurately identifies (is protected against loss, destruction or damage and the Company has Made Available a trueagainst unauthorized access, correctuse, and complete copy of) each letter modification, disclosure or other written or electronic communication or correspondence that misuse and there has been sent no loss, destruction or otherwise delivered by damage of or unauthorized access to or other misuse of Personal Data or Tracking Data. In the Companypast three (3) years, any of its Subsidiaries, or any of their representatives regarding any actual, alleged or suspected violation of any Privacy Legal Requirement by the Company, any of its Subsidiaries, or any Person performing for the Company or any of its Subsidiaries, any of the Company’s or any of its Subsidiaries’ customers or users (to the extent relating to a Company Product or Company Site or any activities of any Person performing for the Company or any of its Subsidiaries) or any Company Product or Company Site, and provides a brief description of the current status of the matter referred to in such letter, communication or correspondence. There there is not and has not been any complaint to, or any audit, proceeding, or to the Knowledge of the Company Company, any audit, proceeding, (A) investigation (formal or informal) or (B) Action of or against the Company, any of its Subsidiaries, or any of their customers (in the case of customers, to the extent relating to any Company Product or Company Site or the practices of the Company or any of its Subsidiaries or any Person performing for the Company or any of its Subsidiaries) by any private party, the Federal Trade Commission, any state attorney general or any other Governmental Entity, in each case, with respect to the collection, storage, hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no facts or circumstances that could constitute a reasonable basis for such an Action. There has been no Order or government or third-party settlement affecting the collection, storage, hosting, use, disclosure, transmission, transfer, disposal, possession, interception, other processing or security of any Private Data by or for the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Coupa Software Inc)

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