Robokiller Enterprise for Teams

These terms and conditions (the “Agreement”) are a binding legal agreement between Customer and Teltech and govern Customer’s access to and use of the RKE4T Services. By using the RKE4T Services in any manner, Customer is bound by this Agreement. If Customer does not agree to the Terms, then the RKE4T Services (defined below) should not be accessed and used. If Customer is accepting these Terms on behalf of a company, organization, government or other legal entity, Customer represents and warrants that (i) Customer is authorized to do so, (ii) the entity agrees to be legally bound by the Terms, and (iii) neither Customer nor the entity are barred from using the RKE4T Services or accepting the Terms under the laws of the applicable jurisdiction.
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DEFINITIONS
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The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.
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“Affiliate” means, with respect to any entity, any other entity who, directly or indirectly, through one or more intermediaries, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

“Applicable Law” means any applicable federal, state, county, and local law, ordinance, regulation, rule, code, and order.

“Authorized User(s)” means an individual who has been authorized by Customer to access and use the RKE4T Services.

“Code(s)” means a unique code issued by Teltech and distributed to Customer to be redeemed by Customer and its Authorized Users in order to access the RKE4T Services. For the avoidance of doubt, the Order will set forth the quantity of Codes  allotted to Customer and its Authorized Users.

“Customer” means in the case of an individual accepting this Agreement on his/her own behalf, such individual, or in the case of an individual accepting this Agreement, on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement and which is listed on an Order.

“Customer Data” means all data or information shared by Customer and Authorized Users with Teltech in order to access and administer the RKE4T Services.

“Documentation” means the user guides and user manuals for the RKE4T Services that Teltech provides to Customer and its Authorized Users.

“Incorporated Terms” means the following Teltech policies, guidelines and agreements that are hereby incorporated into, and form an integral part of, the Agreement to which Customer and/or its Authorized Users are agreeing to be bound the: (i) Teltech Terms of Service; (ii) Privacy Policy; and (iii) any applicable Order.

“License Period” means the period identified in the Order during which Customer and its Authorized Users have access to the RKE4T Services.

“MDM” means the mobile device management solution that allows Customer to securely and remotely configure devices of Authorized Users.

“Order” means a separate written agreement or online order form. The terms of an Order will reference these Terms and include further information as mutually agreed to by Teltech and Customer. To the extent there is a conflict, the terms of an Order shall control.

“RKE4T Services” or “Product(s)” means the RKE4T Website, the Robokiller mobile application (“App”) and other related services and proprietary technology provided by Teltech which offers Customers and/or its Authorized Users the ability to automatically block nuisance calls (robocalls, telemarketers, etc.), to forward nuisance calls to an answer bot selected by the Customer and/or its Authorized Users or a default voicemail greeting, record and transcribe them, to blacklist and whitelist specific numbers and if enabled, to block SMS spam messages.

“RKE4T Website” means any internet website through which Teltech provides the RKE4T Services under these Terms of Service.

“Teltech” means its Teltech Systems, (hereinafter “we” or “our” or “us”).

“Terms” means this Agreement as well as the Incorporated Terms.

“Third-Party Platforms” means third-party mobile platforms (e.g. Apple App Store, Google Play Store) that distribute the RKE4T Services. Third-Party Platforms may have additional terms, conditions and usage rules that govern Customer’s and its Authorized Users’ use of the RKE4T Services if and when downloaded or installed through them. Failure to comply with Third-Party Platform terms may result in the termination of Customer’s account with the Third-Party Platform.

“Update(s)” means any and all new releases, new versions, patches and other updates for the RKE4T Services that Teltech makes generally available without additional charges.

USE OF THE RKE4T SERVICES

Teltech will provide Customer and its Authorized Users with access to the RKE4T Services, including the App, and any Updates. Customer and its Authorized Users are responsible for obtaining and maintaining internet connections and other third-party software and services necessary to access the RKE4T Services. Notwithstanding the foregoing, Teltech reserves the right to suspend Customer’s and its Authorized Users’ access to the RKE4T Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement.

ACCESS

License Grant. Teltech grants Customer, during the License Period, a personal, non-exclusive, non-transferable, non-sublicensable (except as expressly set forth below), royalty-free, revocable (at Teltech’s sole discretion) license to access and use the RKE4T Services in accordance with the Terms and solely for Customer’s business purposes. Customer may grant access to the RKE4T Services under the foregoing license only to Authorized Users for the sole purpose of accessing the RKE4T Services for the internal business purpose of Customer. Each Authorized User must agree to the Incorporated Terms in order to access and use the RKE4T Services. Customer will be responsible to Teltech for compliance with restrictions on use and other terms and conditions of this Agreement by any Authorized User.

Registration. Customer shall be responsible for setting up Authorized Users to access the RKE4T Services.

‍Codes. Authorized Users shall receive an email with instructions to set up access to the RKE4T Services, which will include an unique code to be redeemed at app.robokiller.com/redeem. The Authorized Users must (i) create an account with a username, password, email address, phone number and perhaps certain additional information that will assist in authenticating an Authorized User’s identity during login (together “Account Credentials”) and (ii) agree to the Teltech Terms of Service and Privacy Policy which govern their use of the RKE4T Services.  Authorized Users are solely responsible for the confidentiality and use of their Account Credentials. Customer shall be responsible for any use, misuse, or communications entered through the RKE4T Services using one or more Authorized Users’ accounts. Customer agrees to inform Teltech promptly of any need to deactivate an Authorized User’s account. Teltech shall not be liable for any loss or damage caused by unauthorized use of an Authorized User’s accounts. Teltech may immediately suspend such an account and will notify Customer of such suspension.

MDM License. Customer shall be responsible for enrolling the devices of its Authorized Users and distributing the RKE4T Services.  Customer will then be able to streamline and customize the setup process for its Authorized Users.

Distribution. Customer is responsible for keeping an accurate record of all individuals to whom it distributes the RKE4T Services to. Teltech shall not be liable for any loss and/or damage resulting from Customer’s failure to comply with this section.

Use Restrictions. Customer will not (and will not permit Authorized Users or any third-party to):
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share Account Credentials;
reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the RKE4T Services or of any files contained in or generated by the RKE4T Services;
copy, modify, adapt or translate the RKE4T Services or otherwise make any use, resell, distribute or sublicense the RKE4T Services other than in connection with this Agreement;
make the RKE4T Services available on a “service bureau” basis or allow any third-parties (other than Authorized Users) to use the RKE4T Services subject to the Agreement;
remove or modify any proprietary marking or restrictive legends placed on the RKE4T Services;
use the RKE4T Services in violation of any Applicable Law; or
use of the RKE4T Services in violation of any Incorporated Terms.

As between Teltech and Customer, Teltech retains all title to and ownership of the RKE4T Services and the Documentation, including all technology, content, marks, copyrights and other intellectual property rights relating thereto. Customer will have no rights with respect to the RKE4T Services or the Documentation other than those expressly granted under this Agreement.

Customer Data. As between Teltech and Customer, Customer owns and shall retain all right, title, and interest in, including without limitation, all intellectual property rights, in and to the Customer Data. Customer shall have the sole responsibility for the accuracy, quality and legality of the Customer Data. Customer hereby grants to Teltech an irrevocable, worldwide, royalty-free, non-exclusive, transferable, sublicensable license to use the Customer Data solely to provide and improve the RKE4T Services.
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Protection of Customer Data. Customer will ensure the transfer and processing of Customer Data is lawful and shall bear sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. Teltech will maintain reasonable administrative, physical, and technical safeguards to prevent unauthorized access, use, modification, deletion and disclosure of Customer Data by Teltech personnel.
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Personal Data Relationship. Customer is controller and Teltech is processor of any Customer Data required to administer Authorized Users’ access to the RKE4T Services (such as the names and emails of Authorized Users provided by Customer). The processing of such personal data is subject to the Data Processing Addendum to this Agreement.  The use of the RKE4T Services by Authorized Users shall be subject to Teltech's Terms of Service and Privacy Policy and Teltech shall be the controller of any data or content provided or shared by Authorized Users following their download of the App and consent to Teltech's Terms of Service and Privacy Policy.
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Third-Party Platforms. Accessing or downloading the RKE4T Services may require you to connect to a Third-Party Platform. These Third-Party Platforms are independent from us. Any terms and conditions that you agree to in order to access or use the Third-Party Platforms are between Customer, its Authorized Users and the Third-Party Platform.  Customer acknowledges and agrees that:
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this Agreement is concluded between Customer and Teltech only, and not the Third-Party Platforms,
Teltech, not the Third-Party Platforms, is solely responsible for the RKE4T Services and content thereof. Customer’s and its Authorized Users’ use of Third-Party Platforms must comply with the Third-Party Platforms’ terms of service.
Third-Party Platforms have no obligation whatsoever to furnish any maintenance and support services with respect to the RKE4T Services.
as between Teltech and the Third-Party Platforms, the Third-Party Platforms are not responsible for addressing any claims Customer and its Authorized Users may have or any claims of any third-party relating to the Third-Party Platforms or Customer’s and its Authorized Users’ possession and use of the RKE4T Services, including, but not limited to: (i) product liability claims; (ii) any claim that the RKE4T Services fail to conform to any applicable legal and regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
in the event of any third-party claim that the RKE4T Services or Customer’s and its Authorized Users’ possession and use of the RKE4T Services infringes a third-party’s intellectual property rights, as between Teltech and the Third-Party Platforms, Teltech, not the Third-Party Platforms, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.
the Third-Party Platforms and their subsidiaries, are third-party beneficiaries of this Agreement as related to Customer’s license of the RKE4T Services, and that, upon Customer’s execution of this Agreement and any applicable Order, the Third-Party Platforms will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to Customer’s license of the RKE4T Services against Customer as a third-party beneficiary thereof.
without limiting any other terms of this Agreement, Customer and its Authorized Users will comply with all applicable Third-Party Platform terms of service when installing and downloading the RKE4T Services from a Third-Party Platform.
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ECONOMIC TERMS

Fees. Customer will pay Teltech any fees for Products as set forth in an applicable Order (the “Fees”). The Product quantity may be modified during the License Period and the pricing for any quantity changes will be set forth in the Order. Any overdue payments will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowable interest under Applicable Law, from due date until paid.

Payment. Unless otherwise stated in the respective Order, payment is due within five (5) days of Customer’s receipt of the invoice and fees shall be payable in U.S. dollars. Teltech reserves the right to require payment for the RKE4T Services prior to delivery.

Taxes. All fees stated or referred to in an Order are exclusive of any applicable taxes or charges (including any excise, sales, use or other transaction-base tax, or value added or non-resident withholding tax) which shall be assessed and invoiced separately. To the extent Customer is subject to any state sales tax exemption(s), Customer shall provide Teltech with all necessary sales tax exemption documentation and take all such other actions as may be necessary to cause the purchase of the RKE4T Services to not give rise to sales tax liability. Unless an appropriate exemption certificate is provided to Teltech upon execution of an Order, Customer may be charged and invoiced sales taxes, as applicable.

Obligation to Pay; Returns and Refunds. Any and all payments are non-refundable. There are no refunds or credits for partially used periods. Customer acknowledge that any Fees set forth in an applicable Order are due irrespective of whether or not Customer and its Authorized Users utilize the RK4T Services.

TERM, TERMINATION, SURVIVAL
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Term. The Agreement remains effective until an Order expires or has been terminated. Unless otherwise stated in an Order, an Order, including the License Period, will automatically renew for subsequent annual terms unless either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term”).

Termination. Teltech may immediately terminate any Authorized User’s account if in Teltech’s sole discretion, it determines that Customer and its Authorized Users are using the RKE4T Services in violation of any Applicable Law or the rights of any third-party. Teltech will have no liability to Customer, its Authorized Users or any third-party because of such termination. In the event of a material breach by a party, the other party may terminate this Agreement by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach before the expiration of such thirty (30) day period.

Effect of Termination. In the event of any termination or expiration of this Agreement: (i) all rights and licenses granted hereunder to Customer (as well as all rights granted to its Authorized Users) will immediately cease, including but not limited to all use of the RKE4T Services and Documentation; and (ii) each party will either, at its election, return to the other party or destroy all documents, computer files and other materials containing any confidential information of such other party that are in the first party’s possession or control.

Survival. All obligations under these Terms which are expressed, or by their nature are intended, to survive beyond the termination or expiration of an Order shall survive the termination or expiration of any such Order or the Terms.

PRIVACY POLICY
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Privacy is important to us. Please review our Privacy Policy located at https://teltech.co/privacy, to better understand how Teltech collects and uses personal information.

DISCLAIMERS
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Other than expressly stated herein or as required by law, the RKE4T Services are provided “as is” and “as available” without any warranty whatsoever, including, without limitation, any (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; or (iii) warranty against infringement of intellectual property rights of a third party; whether implied by law, course of dealing, court of performance, usage of trade, or otherwise.
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Without limiting the foregoing, Teltech expressly disclaims, and Customer acknowledges that the RKE4T Services are not guaranteed to be exact, complete, or accurate. The RKE4T Services are provided for informational purposes only and should not be relied upon for decisions that could result in harm to Customer, its Authorized Users or third-parties. Customer and its Authorized Users are solely responsible for relying upon the information received from our products or services.
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Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply.

MISCELLANEOUS PROVISIONS
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Notice. Unless otherwise specified herein, all notices and other communications between Customer and Teltech required or permitted by these Terms or by applicable law, will be deemed properly given, if given by (i) personal service, (ii) registered or certified mail, postage prepaid, return receipt requested, (iii) nationally recognized private courier service; or (iv) facsimile, to the respective addresses Customer and/or Teltech may designate from time to time. Notices so given will be effective upon receipt by the party to which notice is given or on the fifth (5th) business day following mailing, whichever occurs first.

Updates to the Terms. Teltech reserves the right, at its sole discretion, to modify these Terms at any time. Customer is responsible for checking these Terms for any changes. Customer’s continued use of the RKE4T Services after Teltech posts any modification means that the Terms have been agreed to, as modified. If Customer does not agree to any such changes, use of the RKE4T Services must cease immediately.

Entire Agreement. This Agreement along with any other terms incorporated by reference contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions and neither party has relied upon any representation, express or implied, not contained in this Agreement.
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SUPPLEMENTAL TERMS: DATA PROCESSING ADDENDUM
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1.   Roles of Parties
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1.1  Where Teltech processes Personal Data on behalf of Customer and pursuant to Customer’s instructions in respect of the provision of the RKE4T Services, Teltech is acting as a processor, and Customer is acting as a controller of Personal Data. It is not intended that personal data will be shared on a controller-to-controller basis or that a joint controllership relationship will be formed between Customer and Teltech.
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1.2  The subject matter, duration, nature of processing, purpose of processing, type of personal data and categories of data subjects are set out in the “Details of Processing” section of this Addendum.
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2.   Definitions
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2.1  For the purposes of this Addendum:
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(a) “Agreement” means the Teltech Enterprise for RKE4T Services Agreement entered into between the parties for the provision of the RKE4T Services;
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(b) “Applicable Data Protection law” means the GDPR and any other privacy law (as may vary or be amended from time to time) which may apply to the terms of this Agreement;
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(c) “CCPA” means the California Consumer Privacy Act of 2018, as amended, and any regulations promulgated thereunder, and “business,” “business purposes,” “commercial purposes,” “collect,” “consumer,” “personal information,” “sell,” “service provider,” and “share” shall have the same meaning as in the CCPA;
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(d) “controller”, “processor”, “data subject”, “personal data”, “processing”, and “personal data breach” shall have the meanings as given to those terms in the GDPR;
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(e) “Data Protection Losses” means all liabilities, including all: (i) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage); and (ii) to the extent permitted by applicable laws: (1) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a relevant data protection authority; (2) compensation which is ordered by a relevant data protection authority to be paid to a data subject; and (3) the reasonable costs of compliance with investigations by a relevant data protection authority;
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(f)   “Personal Data” means personal data controlled by Customer and processed by Teltech on behalf of Customer relating to the provision of the RKE4T Services by Teltech to the Customer. The type of personal data and categories of data subjects are set out in the “Details of Processing” section of this Addendum;
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(g)   “EEA” means the European Economic Area;
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(h)   “GDPR” means EU General Data Protection Regulation 2016/679;
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(i)   “RKE4T Services” means the provision by Teltech of certain services specified in the Agreement; and
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(j)   “Standard Contractual Clauses” means the model contractual clauses approved by the European Commission in order to allow for the transfer of personal data outside the EEA pursuant to Chapter V of the GDPR, and as may be amended, updated or superseded from time to time.
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2.2  The word “include” shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.
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3.   Controller Responsibilities
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3.1  Where it is acting as controller under this Agreement, Customer agrees and warrants that:  
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all Personal Data prior to such data being provided to or accessed by Teltech in respect of the RKE4T Services, shall comply in all respects, including in terms of its collection, storage and processing (which shall include the Customer providing all of the required fair processing information to, and obtaining all necessary consents from, data subjects), with Applicable Data Protection Law;
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all instructions given by Customer to Teltech in respect of Personal Data shall at all times be in accordance with Applicable Data Protection Law;
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it will respond to enquiries from data subjects and relevant data protection authorities concerning processing of Personal Data by the Customer. Responses will be made within a reasonable time and in accordance with the Applicable Data Protection law; and
it will also provide a copy of this Agreement to a relevant data protection authority where required.
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4.   Processor Responsibilities
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4.1 Where it is acting as processor under this Agreement, Teltech agrees that it will:
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Process Personal Data only on documented instructions from the Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by European Union or Member State law to which Teltech is subject; in such a case, Teltech shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
ensure that persons authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
take all measures required in respect of security of processing and in particular pursuant to Article 32 GDPR;
taking into account the nature of the processing, assist the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer’s obligation to respond to requests for exercising the data subject’s rights, including under Chapter III of the GDPR;
assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 GDPR taking into account the nature of processing and the information available;
at the choice of the Customer, delete or return all Personal Data to the Customer after the end of the provision of the RKE4T Services, and delete existing copies of Personal Data unless European Union or Member State law requires storage of the personal data;
give the Customer prompt notice of a personal data breach relating to Personal Data once becoming aware of same, and take reasonable commercial steps to cooperate with the Customer in implementing any appropriate action concerning the personal data breach;
make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this Data Processing Addendum and, subject to section 6, allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; and
immediately inform the Customer if, in its opinion, an instruction infringes Applicable Data Protection Law.
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5.   Data Subject Rights
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5.1  Where it is acting as processor under this Agreement, Teltech shall:
promptly notify Customer if it receives a legal rights request from a data subject in relation to Personal Data under Applicable Data Protection Law; and
ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Data Protection Law to which Teltech is subject, in which case Teltech shall to the extent permitted by applicable laws inform Customer of that legal requirement before responding to the request.
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6.   Audit Rights
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6.1  Customer (or its mandated auditor undertaking an audit) shall give Teltech reasonable notice of any audit or inspection to be conducted and shall make (and ensure that each of its mandated auditors makes) reasonable endeavors to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to the Teltech’s premises, equipment, personnel and business while audit personnel are on those premises in the course of such an audit or inspection. Customer shall be liable for any reasonable commercial costs incurred by Teltech in respect of completing or facilitating an audit or inspection.
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6.2  Teltech or its personnel need not give access to its premises for the purposes of an audit or inspection:
outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Customer has given notice to Teltech that this is the case before attendance;
to any individual unless he or she produces reasonable evidence of identity and authority; or
for the purposes of more than one audit or inspection in any twelve (12) month period, except for any additional audits or inspections which:
Customer reasonably considers necessary because of genuine concerns as to       Teltech’s compliance with this Addendum (and where those concerns have been communicated to Teltech); or
an audit is required to be carried out by Applicable Data Protection Law or has been requested by a data protection authority or any similar regulatory authority responsible for the enforcement of Applicable Data Protection Law.
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7.   Sub-processing
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7.1   Where it is acting as processor under this Agreement, Teltech agrees that it will:
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not engage another processor (a sub-processor) without the general written authorisation of the Customer;
inform the Customer in writing of any intended changes concerning the addition or replacement of sub-processors, and in the event that the Customer does not so object within ten (10) days of receiving the notice, the Customer is deemed to have agreed to such changes to the sub-processors; and
ensure the same data protection obligations as set out in this Addendum shall be imposed on that sub-processor by way of a contract and such contract shall provide sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of Applicable Data Protection Law.
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7.2   Where a sub-processor fails to fulfill its data protection obligations with respect to Personal Data, Teltech shall remain fully liable to the Customer for the performance of that other processor’s obligations.
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7.3   Customer agrees that Teltech may continue to use those sub-processors already engaged by Teltech as at the date of execution of the Agreement.
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8.   Transfers to Third Countries
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8.1 Where the GDPR applies to Customer’s transfer of Personal Data to Teltech, the parties agree to abide by Module 2 of the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, and such Standard Contractual Clauses which shall be deemed to be executed by the parties upon the execution of this Data Processing Addendum and incorporated by reference into this Agreement.  In such circumstances, the Parties agree that:
Customer is the controller (data exporter) and Teltech is the processor (data importer);
the Parties agree to the incorporation of Clause 7 to the Standard Contractual Clauses;
the use of sub-processors shall be subject to the general written authorisation of the Customer as provided for in Option 2 of Clause 9(a) of the Standard Contractual Clauses, the agreed list of sub-processors shall be the list set out in Schedule 1 of this Data Processing Addendum and Teltech will give the Customer 10 days’ prior written notice of any intended changes to that agreed list;
the optional redress provision in Clause 11 the Standard Contractual Clauses is not incorporated;
the governing law and choice of forum and jurisdiction for the purposes of Clauses 17 and 18 of the Standard Contractual Clauses shall be Ireland and the competent supervisory authority in accordance with Clause 13 of the Standard Contractual Clauses shall be the Irish Data Protection Commission;
the “Details of Processing” section of this Addendum sets out the description of the data transfer and the other information requirements for the purposes of Annex I to the Standard Contractual Clauses;
Schedule 1 to this Data Processing Addendum set out the technical and organizational security measures for the purposes of Annex II to the Standard Contractual Clauses; and
for transfers of Customer Personal Data of UK residents, the Standard Contractual Clauses shall be amended as follows:  (i) references to “Regulation (EU) 2016/679” are replaced by “UK Data Protection Laws” which is defined as “all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018”; (ii) references to the “EU” are all replaced with the “UK”; (iii) the competent supervisory authority is the UK Information Commissioner; (iv) for Clause 17, the governing law is that of England and Wales; (v) for Clause 18, the jurisdiction for disputes is the courts of England and Wales.
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8.2  The Customer agrees that Teltech may transfer Personal Data to countries outside the EEA, provided all such transfers by Teltech of Personal Data shall (to the extent required under Applicable Data Protection Law) be effected by way a suitable transfer mechanism envisaged under Chapter V of the GDPR. The provisions of this clause shall constitute the Customer’s instructions with respect to such transfers.
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8.3  In the event that any Standard Contractual Clauses are amended or superseded by the European Commission, the parties agree that such updated Standard Contractual Clauses shall be agreed between the parties, deemed executed by the parties, and be incorporated into this Data Processing Addendum (replacing the previously agreed Standard Contractual Clauses) and the parties shall work together to negotiate in good faith a solution (where necessary or required) in order to enable a transfer of Personal Data to be conducted in compliance with Applicable Data Protection Law.
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8.4  In the event that Standard Contractual Clauses are executed, if and to the extent that any provision of this Addendum and the Standard Contractual Clauses are inconsistent, the provisions of the Standard Contractual Clauses shall prevail.
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9.   Liability
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9.1.  If a party receives a compensation claim from a person relating to processing of Personal Data, it shall promptly provide the other party with notice and full details of such claim. The party with conduct of the action shall:
make no admission of liability nor agree to any settlement or compromise of the relevant claim without the prior written consent of the other party (which shall not be unreasonably withheld or delayed); and
consult fully with the other party in relation to any such action.
10.  CCPA Obligations
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10.1  To the extent that the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CPRA”), and any regulations promulgated thereunder (together the “CCPA”) applies, Teltech agrees:
that it shall comply with the CCPA at all times when processing the personal information of Customer (“Customer personal data"), and shall promptly notify Customer if Teltech can no longer meet its obligations under the CCPA, and grants to Customer the right to take reasonable and appropriate steps, including the right to stop and remediate any Customer personal data processing, to ensure Teltech is processing Customer personal data in compliance with this Agreement and Teltech’s obligations under the CCPA;
that it shall process Customer personal data only for such business purposes that are permissible under the CCPA for Teltech, including performing services for Customer, helping to ensure security and integrity, and identifying and repairing errors, and only for purposes requested by Customer and in accordance with Customer’s instructions (the “Qualified Business Purposes”) and not for the Teltech’s own business or commercial purposes;
that it shall not (i) sell or share Customer personal data, (ii) retain, use, or disclose Customer personal data for any purpose other than the Qualified Business Purposes, including retaining, using, or disclosing the data for a commercial purpose other than the Qualified Business Purposes set forth in this Agreement or outside of the direct business relationship between Customer and Teltech, or (iii) combine Customer personal data with personal information it receives from or on behalf of another person or entity, or collects from its own interaction with a consumer, except insofar as it is required to perform a Qualified Business Purpose; and  
that if it is legally required to process Customer personal data otherwise than as instructed by Controller, it shall notify Customer before such processing occurs, unless the law requiring such processing prohibits Teltech from notifying Customer on an important ground of public interest, in which case it shall notify Customer as soon as that law permits it to do so.