At Exitus Elite, we are committed not only to your data privacy, rights and security, but also to company transparency. As we hold some of your personal and financial data, we take this very seriously. With this in mind, we want you to know how we collect and use your personal data. To view our various policies please use the menu on this page.
Effective Date: 1st January 2023
To review material modifications and their effective dates scroll to the bottom of the page.
Black Star Global LLC ("BSG LLC") owns and operates this https://exituselite.com website business. All references to "we", "us", this "website" or this "site" shall be construed to mean BSG.
Regarding Personal Information (defined below), if any modifications are materially less restrictive on our use or disclosure of the Personal Information previously disclosed by you, we will obtain your consent before implementing such revisions with respect to such information.
THE TYPES OF INFORMATION WE COLLECT
Personal Information. "Personal Information" includes any information regarding a natural person that may be used directly to identify the person. Personal Information that we collect may vary with each separate purpose for which you provide it, and it may include one or more of the following categories: name, physical address, email address, phone number, address, and location data.
Usage Data. We reserve the right to collect information based on your usage of this site which is information collected automatically from this site (or third-party services employed in this site), some of which may include: the IP addresses or domain names of the computers utilized by the users who use this site, the country of origin, the features of the browser and the operating system utilized by the user, the various time details per visit (e.g., the time spent on each page within the site) and the details about the path followed within the site with special reference to the sequence of pages visited, marketing and conversion data and statistics, reports, analytics data, reviews and surveys ("Usage Data"). Usage Data is essentially anonymous when collected; however, it could be used indirectly to identify a person.
HOW AND WHEN WE COLLECT INFORMATION
Personal Information. We collect Personal Information at the time you provide it to us through sign-up forms and as part of your registration for an account, product, or service, or promotion from this website. Personal Information may vary with each sign-up or registration.
Your Communications with Us. We collect Personal Information that we receive from you as you communicate with us, for example through our email services and/or autoresponder service.
Usage Data. We reserve the right to monitor your use of this site. As you navigate through this site, Usage Data may be passively collected (that is, gathered without your actively providing the information) using various analytics and reporting technologies, such as cookies and web beacons.
HOW WE USE YOUR INFORMATION
We may use your Personal Information for the performance of the services or transaction for which it was given, and in connection with other products, services, promotions, or contests we may offer, and our private, internal reporting for this site, and security assessments for this site.
We reserve the right to make full use of Usage Data. For example, we may use Usage Data to provide better service to site visitors, customize the site based on your preferences, compile and analyze statistics and trends about the use of this site, and otherwise administer and improve this site for your use. Specific uses are described below.
INFORMATION SHARING AND DISCLOSURE
General Disclosure Policy. We reserve the right to disclose your Personal Information as described below. We reserve the right to disclose Usage Data without restriction.
Affiliated Entities. We reserve the right to provide your Personal Information and Usage Data to any affiliated entities we may have, including our subsidiaries. Affiliated entities are entities that we legally control (by voting rights) or that control us.
Service Providers. We reserve the right to provide access to your Personal Information and Usage Data to our trusted service providers that assist us with the operation and maintenance of this site. For example, we may contract with third parties to process payments, host our servers, provide security, and provide production, fulfillment, optimization, analytics, and reporting services. Our service providers will be given access to your information only as is reasonably necessary to provide the services for which they are contracted.
Legal Process, Enforcement and Security Notice. We reserve the right to disclose your Personal Information and Usage Data if we have a good faith belief that access, use, preservation, or disclosure of such information is reasonably necessary (i) to satisfy any applicable law, regulation, legal process, or enforceable governmental request (such as for example, to comply with a subpoena or court order), (ii) to detect, prevent, and address fraud or other illegal activity, and (iii) to investigate, respond to, or enforce violations of our rights or the security of this site.
Your California Privacy Rights. Under California Law SB 27, California residents have the right to receive, once a year, information about third parties with whom we have shared information about you or your family for their marketing purposes during the previous calendar year, and a description of the categories of personal information shared. To make such a request, please send an email to the email address provided in our contact information below and include the phrase "California Privacy Request" in the subject line, the domain name of the Web site you are inquiring about, along with your name, address, and email address. We will respond to you within thirty days of receiving such a request.
SPECIFIC INFORMATION ABOUT COOKIES AND WEB BEACONS
"Cookies" are tiny pieces of information stored by your browser on your computer's hard drive. Cookies are also used to customize content based on your browser. Most browsers are initially set to accept cookies. If you want to disable cookies, there is a simple procedure in most browsers that allows you to turn off cookies. Please remember, however, that cookies may be required to allow you to use certain features of our site.
Flash Cookies - third party cookies that use an Adobe Flash Media Player local shared object (LSO) - may be used along with other third party cookies for purposes of crediting any purchase you may make on this site to one of our joint venture marketing partners that may have referred you to us. These cookies will be used for purposes of crediting sales to the referring joint venture marketing partner. Flash cookies are not the same as "browser cookies". The Adobe Flash Media Player is software that enables users to view content on their computers. Flash cookies are also accompanied by a browser cookie. If you delete the browser cookie, the Flash cookie may automatically create (or re-spawn) a replacement for the browser cookie.
Web Beacons - sometimes called single-pixel gifs or clear gifs - are used to assist in delivering cookies, and they allow us to count users who have visited pages of our site. We may include Web Beacons in promotional e-mail messages or other communications in order to determine whether messages have been opened and acted upon.
We reserve the right to participate with third-party analytics partners to monitor and analyze Web traffic and can be used to keep track of user behavior on this site.
SOCIAL MEDIA INTERACTIONS
We invite you to socialize and share your participation with this site and purchases. If you choose to use social media platforms such as Facebook, Twitter, Pinterest, and Instagram, you will be allowing interaction with these platforms or other external platforms directly from this site, and in the process, you may be sharing certain profile elements, including your comments. This sharing is subject to each social media program's privacy policies.
DO NOT TRACK REQUESTS
Some Web browsers incorporate a "Do Not Track" feature that signals to websites that you visit that you do not want to have your online activity tracked. Each browser communicates "Do Not Track" signals to websites differently, making it unworkable to honor each and every request correctly. In order to alleviate any communication error between browsers and the website, we do not respond to "Do Not Track" signals at this time. As the technology and communication between browser and website improve, we will reevaluate the ability to honor "Do Not Track" signals and may make changes to our policy.
We will implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion. Unfortunately, no data transmission over the Internet or method of data storage can be guaranteed 100% secure. Therefore, while we strive to protect your Personal Information by following generally accepted industry standards, we cannot ensure or warrant the absolute security of any information you transmit to us or archive at this site.
When you transmit Personal Information through our registration process or if you purchase products or services, we encrypt that information in transit using secure socket layer technology (SSL).
ONWARD TRANSFER OUTSIDE YOUR COUNTRY OF RESIDENCE
Any Personal Information which we may collect on this site may be stored and processed in our servers located in the United States or in any other country in which we, or our affiliates, subsidiaries, or agents maintain facilities. By using this site, you consent to any such transfer of Personal Information outside your country of residence to any such location.
UPDATING PERSONAL INFORMATION
Upon request, we will permit you to request or make changes or updates to your Personal Information for legitimate purposes. We request identification prior to approving such requests. We reserve the right to decline any requests that are unreasonably repetitive or systematic, require unreasonable time or effort of our technical or administrative personnel, or undermine the privacy rights of others. We reserve the right to permit you to access your Personal Information in any account you establish with this site for purposes of making your own changes or updates, and in such case, instructions for making such changes or updates will be provided where necessary.
LINKS TO JOINT VENTURE MARKETING PARTNER SITES
This site may contain links to other websites operated by our joint venture marketing partners. If you do click on any of the links to their websites or accept any of their promotional offers, your click-through information and any information that you provide in the process of registration or purchase will be transferred to these sites. We have no responsibility or liability for the policies and practices of these sites. You should be careful to review any privacy policies posted on any of these sites before providing information to them.
CHILDREN'S ONLINE POLICY
We are committed to preserving online privacy for all of its website visitors, including children. This site is a general audience site. Consistent with the Children's Online Privacy Protection Act (COPPA), we will not knowingly collect any information from, or sell to, children under the age of 13. If you are a parent or guardian who has discovered that your child under the age of 13 has submitted his or her personally identifiable information without your permission or consent, we will remove the information from our active list, at your request. To request the removal of your child's information, please contact our site as provided below under "Contact Us", and be sure to include in your message the same login information that your child submitted.
Black Star Global LLC
PO Box 302 Surf Drive,
Cape Canaveral, Florida, 32950
Telephone: +1 321 325 6055
»Material Modifications« Since January 1, 2023: none.
Notice: This document is Copyright © Chip Cooper of the law firm of Jones & Haley, P.C., and licensed for use by the owner of this website under distribution rights granted to FTCGuardian.com. All rights reserved worldwide. No part of this document may be copied, reprinted, reproduced, or transmitted in any form or by any means without the prior written permission of the copyright owner.
Effective Date: 1st January 2023
To review material modifications and their effective dates, scroll to the bottom of the page.
5. Separate Agreements. You may acquire products, services, and/or content from this site. We reserve the right to require that you agree to separate agreements as a condition of your use and/or purchase of such products, services, and/or content.
6. Ownership. The material provided on this site is protected by law, including, but not limited to, United States copyright law and international treaties. We and/or others own the copyrights and other intellectual property in the content of this site. Except for the limited rights granted herein, all other rights are reserved.
7. Warranty Disclaimers. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE SERVICES, CONTENT, AND/OR PRODUCTS ON THIS SITE ARE PROVIDED "AS-IS, " AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PRODUCTS, SERVICES, AND/OR CONTENT. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES OR SEPARATE AGREEMENT ORIGINATING FROM THIS SITE, THIS SITE AND ITS LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS SITE OR PRODUCTS, SERVICES AND/OR CONTENT ACQUIRED FROM THIS SITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. THIS SITE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS PRODUCTS, SERVICES, AND/OR CONTENT: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. . THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO PURCHASE OR USE OF THE ITEMS OFFERED BY THIS SITE IS AUTHORIZED HEREUNDER EXCEPT UNDER THESE DISCLAIMERS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability. IN NO EVENT SHALL THIS SITE AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SITE, ITS PRODUCTS, SERVICES, AND/OR CONTENT, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THIS SITE OR OUR LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Links to This Site. We grant to you a limited, revocable, and nonexclusive right to create a hyperlink to this Site provided that the link does not portray us or our products or services in a false, misleading, derogatory, or offensive matter. You may not use any logo, trademark, or tradename that may be displayed on this site or other proprietary graphic images in the link without our prior written consent.
11. Participation In Promotions of Advertisers. You may enter into correspondence with or participate in promotions of advertisers promoting their products, services, or content on this site. Any such correspondence or participation, including the delivery of and the payment for products, services, or content, are solely between you and each such advertiser.
12. Consumer Rights Information; California Civil Code Section 1789.3. If this site charges for services, products, content, or information, pricing information will be posted as part of the ordering process for this site. We maintain specific contact information, including an e-mail address for notifications of complaints and inquiries regarding pricing policies in accordance with California Civil Code Section 1789.3. All correspondence should be addressed to our agent for notice at the following address:
Notification of Consumer Rights Complaint or Pricing Inquiry:
Black Star Global LLC
PO BOX 302 Surf Drive
Cape Canaveral, Florida, 32920
Telephone: +1 321 325 6055
You may contact us with complaints and inquiries regarding pricing, and we will investigate those matters and respond to the inquiries.
You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone +1-916-445-1254.
13. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Cocoa Beach, FL USA, and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of Florida, USA, to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitrator's findings shall be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.
15. Controlling Law. This Agreement shall be construed under the laws of the State of Florida, USA, excluding rules regarding conflicts of law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
16. Severability. If any provision of these terms is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of these terms, and these terms shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
17. Force Majeure. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.
19. Exitus Elite Membership
Exitus Elite is a membership platform that provides marketing tools, replicated websites, lead capture pages, autoresponders, and training.
Exitus Elite charges a one-time Admin Fee for Members and/or Affiliates to access the tools, marketing materials, and training.
The Admin Fees are as follows: G100 is $49.00, G250 is $99.00, G500 is $199.00, G1000 is $299.00 and G2000 is $399.00.
By purchasing an Exitus Membership, you receive Affiliate resale rights to the Genesis product you purchased. As an affiliate, you have the option to resell the complete package as is via the Exitus membership platform.
20. Genesis Products
Exitus Elite also provides optional educational training products that form the Genesis Educational Library.
Exitus Elite will continue to update the Genesis Product Libraries as new products and offers become available.
The five Genesis Library Product packages are priced as follows: G100 is $100.00, G250 is $250.00, G500 is $500.00, G1000 is $1,000.00 and G2000 is $2,000.00.
The Genesis product packages can only be sold at the prices listed above and may not be sold at a discounted price.
Affiliates are paid directly for the sale of a Genesis Product package by the purchaser.
The contents of the Genesis Library may be changed, updated, or deleted at any time as the company sees fit.
You cannot sell or distribute any product or products that form part of the Genesis Libraries as individual products.
You do not have individual resale rights on any one product that resides within a Genesis Product Package.
You do not need to be an Affiliate of Exitus to purchase the Genesis Library as a retail product.
If you wish to become an Affiliate, then you check the box on the join page.
21. Refund Policy
Please see the separate Refund Policy.
22. Sales and Marketing
Exitus Elite must approve any lead capture pages, sales pages, funnels, videos, or websites created outside the Exitus Elite platform before using them to promote/market, or sell the Exitus Elite business/opportunity.
Any Member and/or Affiliate found to be using our copyrighted material, marks, logos, graphics, either in full or in part or any media without the express written permission of Exitus Elite will have their membership terminated as above and be subject to legal actions.
Exitus Elite does not allow any enticement on any Social Media channel or public domain in order to sell the Genesis Product packages. This includes, but is not limited to discounting any Genesis product package or offering to qualify new members by placing new Genesis Product package sales under them.
Any member found breaching these Terms may have their Exitus membership blocked until the offer is removed or terminated should the breach be repeated.
23. Multiple Accounts
A member cannot have more than one Exitus Elite account in their own name. However, family members and members of the same household are permitted to have accounts.
24. Sponsor Changes
Exitus Elite does not endorse sponsor changes. However, we understand that certain situations can arise that do require a sponsor change. Exitus Elite looks at each of these situations individually to determine if a sponsor change is needed or required.
25. No Spam Policy
We operate a strict no-spam policy to include both the main replicated pages at exituselite.com and all or any marketing websites provided by us.
26. Termination of Membership
Exitus Elite is not responsible for the actions of its Affiliates in regards to incorrect or misleading advertising. If incorrect or misleading advertising is brought to the attention of Exitus Elite, we will ask the Affiliate to suspend all their advertising until it is revised. Affiliates are at risk of having their accounts terminated if we decide they have knowingly misrepresented the company. If the Affiliate has made certain claims, such as guaranteed earnings, we may terminate that Affiliate without warning.
Exitus Elite reserves the right to terminate your Membership without notice or a refund of any individual whose actions may be potentially harmful to either Exitus Elite or its members. This includes, but is not limited to, defamatory comments on any social media platform, publicly available forums, or verbal accusations.
Members are encouraged to report any such activity that could be detrimental to their own efforts in building an income with Exitus Elite. Any Member who feels that they have reason to post negative remarks publicly should contact Exitus Elite via a support ticket ONLY.
We also reserve the right to block access to any member or affiliate while investigations into complaints or wrongdoings are being investigated.
27. Copyright and Trademarks
The Exitus Elite website is a proprietary brand and offering, including the Genesis Library and Genesis product packages. All content, including but not limited to all wording, logos, naming, and Exitus Elite reserved trademarks.
The material contained within the website is the property of Exitus Elite and/or its third-party entities. Exitus Elite's name and any other marks, logos, graphics, or media of Exitus Elite displayed on the site, or an Exitus Affiliate replicated website are registered Elite trademarks of Exitus Elite. This includes the You First™ Compensation Plan and the Genesis Products/Packages/Library. Other third-party entity company branding, products, and/or service displayed on the site may be the trademarks of their respective owners.
Affiliates are not granted the right, permission, or license to use any name, brand, or any trademarks that are a part of the Exitus Elite and/or any company websites to recreate materials, products, and/or additional websites.
28. Account Cancellation
Should you wish to cancel your membership, you must do so in writing by sending an email to email@example.com. No refunds will be granted for canceled accounts.
»Material Modifications« Since January 1, 2023: none.
Notice: This document is Copyright © Chip Cooper of the law firm of Jones & Haley, P.C., and licensed for use by the owner of this website under distribution rights granted FTCGuardian.com. All rights reserved worldwide. No part of this document may be copied, reprinted, reproduced, or transmitted in any form or by any means without the prior written permission of the copyright owner.
Effective Date: 1st January 2023
Black Star Global LLC, DBA Exitus Elite has a strict Refund Policy.
We do however, offer a 7 day Partial Money Back Guarantee on any Exitus Admin Fee payments, paid directly to Exitus Elite, should you not be satisfied by the system and tools provided.
The purchase of a package from the Genesis Library is NON-REFUNDABLE.
This is due to the fact that once a package is purchased, it becomes immediately available for streaming or download. To preserve the integrity of the products and overall Exitus Elite program offering, Exitus Affiliates DO NOT offer a REFUND on any package purchased.
If you wish to proceed with a refund of your Exitus Elite Admin Fee, it must be received in writing via email within 7 days of your purchase date. Please send an email requesting refund to: firstname.lastname@example.org
A 25% admin refund processing fee will be applied to your original Admin Fee payment. Exitus support will notify you via email once your request has been processed with your net refund amount.
If you proceed with a membership purchase, YOU are confirming that you agree to all Refund Policies and will not instigate a credit/debit card charge back or dispute any payment, after the 7 days has elapsed. You understand and acknowledge that your bank will be presented with this confirmation.
Effective Date: 1st January 2023
1. Although we make every effort to accurately represent the services and/or products presented on this website, we make no assurance, representation or promise regarding future earnings or income, or that you will make any specific amount of money, or any money at all, or that you will not lose money.
2. Earnings or income statements, or examples of earnings or income, represent estimates of what you may earn; however, there is no promise or guarantee that you may experience the same level of earnings or income.
3. There is no assurance that any prior success or past results regarding earnings or income may be an indication of your future success or results.
4. Statements or examples of actual earnings on this website that are attributed to a specified individual or business are true and correct, and we will verify them upon request and also provide statements of expected typical results (email compliance.officer-at-https://exituselite.com); however, these statements or examples should not be viewed as promises or guarantees of earnings or income. Earnings and income potential are affected by a number of factors over which we have no control, including but not limited to your financial condition, talent, skills, level of effort, motivation, past experience and education, your competition, and changes within the market.
5. Operating a business on the Internet involves unknown risks. You should make decisions based on information provided through services and/or products presented on this website with the understanding that an Internet business may not be suitable for you, and that you could experience significant losses or fail to generate any earnings or income at all.
6. You should undertake your own due diligence regarding your evaluation of any services and/or products presented on this website, and this includes relying on qualified professional advisors to assist you with your evaluation.
7. For the foregoing reasons, you agree that we are not responsible for any decision you may make regarding any information presented on this website or any of the services and/or products presented on this website.
Notice: This document is Copyright © Chip Cooper of the law firm of Jones & Haley, P.C., and licensed for use by the owner of this website under distribution rights granted to FTCGuardian.com. All rights reserved worldwide. No part of this document may be copied, reprinted, reproduced, or transmitted in any form or by any means without the prior written permission of the copyright owner.
Effective Date: 25th May, 2018 - For Members/Customers Subject to GDPR
THIS DATA PROCESSING AGREEMENT (“DPA”) FORMS PART OF ONE OR MORE AGREEMENTS (THE “UNDERLYING AGREEMENT(S)” THAT REQUIRE EXITUS ELITE, A BLACK STAR GLOBAL LLC COMPANY (“EXITUS ELITE”) TO PROVIDE CERTAIN SERVICES TO ITS CUSTOMER(S), WHICH ARE ALSO IDENTIFIED AS AFFILIATE MEMBERS(S) IN THE UNDERLYING AGREEMENT(S) AND EXHIBITS. IN PROVIDING THE SERVICES TO AFFILIATE MEMBER(S) PURSUANT TO THE UNDERLYING AGREEMENT(S), EXITUS ELITE MAY PROCESS PERSONAL DATA ON BEHALF OF ITS AFFILIATE MEMBER(S). IF AND TO THE EXTENT EXITUS ELITE PROCESSES PERSONAL DATA ON BEHALF OF ITS AFFILIATE MEMBER(S), THE PARTIES WILL BE SUBJECT TO THE GDPR AND APPLICABLE DATA PROTECTION LAWS AND REGULATIONS. IF AND TO THE EXTENT EXITUS ELITE PROCESSES PERSONAL DATA ON BEHALF OF THE AFFILIATE MEMBER(S) THE AFFILIATE MEMBER(S) WILL BE ACTING IN THE CAPACITY OF CONTROLLER and data exporter, AND EXITUS ELITE WILL BE ACTING IN THE CAPACITY OF PROCESSOR, and data importer. REFERENCES TO THE UNDERLYING AGREEMENT(S) WILL BE CONSTRUED AS INCLUDING THIS DPA.
EXITUS ELITE AGREES TO COMPLY WITH THE FOLLOWING PROVISIONS WITH RESPECT TO ANY PERSONAL DATA PROCESSED FOR THE AFFILIATE MEMBER(S) IN CONNECTION WITH THE PROVISION OF THE SERVICES.
The Affiliate Member(s) indicates it's agreement to comply with the following provisions with respect to any personal data processed by Exitus Elite by:
(i) Affiliate member indicating its acceptance of the underlying agreement(s), (ii) by accessing or using the services.
1.1 “Affiliate Member(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Affiliate Member(s) entity signing this DPA. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the subjects data of the subject entity.
1.2 “Authorized Affiliate Member” means any of the Affiliate Member(s) which
(a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and
(b) is permitted to use the Services pursuant to the DPA between Affiliate Member(s) and Exitus Elite, but has not signed its own agreement or order form with Exitus Elite and is not an Affiliate Member(s) as defined under this DPA
1.3 “Controller” means the entity which determines the purposes and means of the Processing of the Subjects Personal Data.
1.4 “Subjects Personal Data” means all electronic data submitted by or on behalf of Subject, or an Authorized Affiliate Member, to Exitus Elite’s Services.
1.5 “DPA” means these terms and conditions including Attachment 1 to Exhibit attached (Standard Contractual Clauses including related Appendices).
1.6 “Data Protection Laws and Regulations” means all applicable laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under this DPA, including without limitation the GDPR and laws implementing or supplementing the GDPR.
1.7 “Data Subject” means the identified or identifiable person to whom Personal Data relates.
1.8 “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
1.9 “Personal Data” means any Data relating to:
(i) an identified or identifiable natural person, and
(ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations).
1.10 “Processing” and “Process” mean any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
1.11 “Processor” means the entity which Processes Personal Data on behalf of the Controller.
1.12 “Trust & Compliance Documentation” means the documentation regarding privacy, data security, and Sub-processor information applicable to the specific Services purchased by Affiliate Member(s), as may be updated periodically, and accessible via Exitus Elite’s website at http://exituselite.com/compliance, or as otherwise made reasonably available by Exitus Elite.
1.13 “Services” means the software-as-a-service (SaaS) provided by Exitus Elite for Affiliate Member(s) independent business operations.
1.14 “Standard Contractual Clauses” means the agreement executed by and between Affiliate Member(s) and Exitus Elite and attached as Attachment 1 to Exhibit A, pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
1.15 “Sub-processor” means any Processor engaged by Exitus Elite.
1.16 “Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.
2. Services. Exitus Elite provides the Services to the Affiliate Member(s) under the Underlying Agreement(s). In connection with the Services, the parties anticipate that Exitus Elite may Process Customer Data that contains Personal Data relating to Data Subjects.
3. Designation of Controller and Processor. The parties agree that with regard to the Processing of Personal Data, Affiliate Member(s) is the Controller, Exitus Elite is the Processor, and that Exitus Elite will engage Sub-processors pursuant to the requirements of this DPA.
4.1 Exitus Elite will Process Personal Data in accordance with the Data Protection Laws and Regulations that are directly applicable to Exitus Elite's provision of the Services.
4.2 Affiliate Member(s) shall in its use of the Services, Process Personal Data in accordance with the Data Protection Laws and Regulations. Customer’s instructions to Exitus Elite for the Processing of Personal Data shall comply with Data Protection Laws and Regulations; provided, however, that as of the Effective Date hereof, Affiliate Member(s) will initial and complete instructions to Exitus Elite for the Processing of Personal Data are provided to Exitus Elite in the Underlying Agreement(s). Affiliate Member(s) shall have sole responsibility for the accuracy, quality, and legality of Subject(s) Personal Data and the means by which Affiliate Member(s) acquired Personal Data.
5. Processing Purposes; Confidentiality. Exitus Elite shall keep Subject(s) Personal Data confidential in accordance with the Underlying Agreement(s) and shall only Process Personal Data on behalf of and in accordance with Affiliate Member(s) documented instructions for the following purposes:
(i) Processing in accordance with the Underlying Agreement(s) and applicable order form(s);
((ii) Processing initiated by Users in their use of the Services; and
((iii) Processing to comply with other documented, reasonable instructions provided by Customer (for example, via email) where such instructions are consistent with the terms of the Underlying Agreement. Exitus Elite shall not be required to comply with or observe Customer’s instructions if such instructions would violate the applicable Data Protection Laws and Regulations.
6. Scope of Processing. The subject-matter and scope of Processing of Personal Data by Exitus Elite is limited to the performance of the Services pursuant to the Underlying Agreement(s). The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Appendix 1 to Attachment 1 (Exhibit A) to this DPA.
7. Data Subject Requests. To the extent legally permitted, Exitus Elite shall promptly notify Customer if Exitus Elite receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Factoring into account the nature of the Processing, Exitus Elite shall assist Affiliate Member(s) by appropriate organizational and technical measures, insofar as this is possible, for the fulfilment of Affiliate Member(s) obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Exitus Elite shall, upon Affiliate Member(s) request, provide commercially - reasonable efforts to assist Affiliate Member in responding to such Data Subject Request, to the extent that Exitus Elite is legally authorized to do so, and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Affiliate Member(s)shall be responsible for any costs arising from Exitus Elite’s provision of such assistance.
8. Exitus Elite Personnel. Exitus Elite shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training regarding their responsibilities, and have executed written confidentiality agreements. Exitus Elite shall take commercially reasonable steps to ensure the reliability of any Exitus Elite personnel engaged in the Processing of Personal Data. Exitus Elite shall ensure that Exitus Elite’s access to Personal Data is limited to those personnel assisting in the provision of the Services in accordance with the Underlying Agreement(s).
9. Data Protection Officer. Exitus Elite shall have appointed, or shall appoint, a data protection officer, provided that such appointment is required by Data Protection Laws and Regulations.
10. Exitus Elite’s Sub-processors.
10.1 Affiliate Member(s) acknowledges and agrees that Exitus Elite may engage third party Sub-processors in connection with the provision of the Services. Exitus Elite agrees to publish a current list of Sub-processors via Exitus Elite’s applicable Trust & Compliance Documentation. Exitus Elite agrees to promptly notify the Affiliate Member(s) regarding Exitus Elite’s appointment of any new third-party Sub-processor.
10.2 In order to exercise its right to object to Exitus Elite’s use of a new Sub-processor, Affiliate Member(s) shall notify Exitus Elite promptly in writing within ten (10) business days after receipt of Exitus Elite’s notice regarding the appointment of each third-party Sub-processor. In the event the Affiliate Member(s) objects to a new Sub processor, and that objection is not unreasonable, Exitus Elite will use reasonable efforts to make available to the Affiliate Member(s) a change in the Services or recommend a commercially reasonable change to Affiliate Member(s) configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Affiliate Member(s). If Exitus Elite is unable to make available such change within a reasonable time period, which shall in no event exceed thirty (30) days, Affiliate Member(s) may terminate the applicable order form(s) with respect only to those aspects of the Services which cannot be provided by Exitus Elite without the use of the objected-to new Sub-processor by providing written notice to Exitus Elite.
10.3 Upon request, Exitus Elite will provide to Affiliate Member(s) copies of Sub processor agreements; provided, however, that to the extent that such Sub processor agreements contain commercial information or provisions unrelated to information required by applicable Data Protection Laws and Regulations, such unrelated information may be removed by Exitus Elite in its discretion.
10.4 Exitus Elite will not transfer any Personal Data to a Sub-processor which does not provide evidence of a jurisdiction, data transmission mechanism or data protection certification (such as the EU-U.S. and Swiss-U.S. Privacy Shield) which is compliant with Data Protection Laws and Regulations for the onward transfer of Personal Data from the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom
11. Flow Down Provisions for Sub-processor Agreements. Liability for Sub-processors.
11.1 Exitus Elite shall impose the same obligations of Exitus Elite regarding GDPR hereunder to its Sub-processors.
11.2 Exitus Elite shall not be liable for the acts and omissions of its Sub-processors to the same extent Exitus Elite would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Underlying Agreement(s).
12. Security Measures. Exitus Elite shall maintain appropriate organizational and technical measures for protection of the security (including protection against unauthorized or unlawful Processing, and against unlawful or accidental destruction, alteration or damage or loss, unauthorized disclosure of, or access to, Affiliate Member(s)), confidentiality, and integrity of Affiliate Member(s) Data, as set forth in Exitus Elite’s applicable Trust & Compliance Documentation. Exitus Elite regularly monitors compliance with these measures. Exitus Elite will not materially decrease the overall security of the Services during the Affiliate Member(s) and/or Affiliate Authorized Affiliates’ subscription term.
13. Notifications Regarding Affiliate Member(s) Data. Exitus Elite shall:
(i) implement and maintain reasonable and appropriate data security and incident management policies and procedures, as specified in the Trust & Compliance Documentation, and
(ii) notify the Affiliate Member(s) without undue delay after becoming aware of the unlawful or accidental destruction, alteration or damage or loss, unauthorized disclosure of, or access to, Affiliate Member(s) Data, including Personal Data, transmitted, stored or otherwise Processed by Exitus Elite or its Sub-processors of which Exitus Elite becomes aware (hereinafter, a “Data Incident”), as required to assist the Affiliate Member(s) in ensuring compliance with its obligations to notify the Supervisory Authority in the event of Personal Data breach. Exitus Elite shall make reasonable efforts to identify the cause of such Data Incident, and take those steps as Exitus Elite deems necessary and reasonable in order to remediate the cause of such a Data Incident, to the extent that the remediation is within Exitus Elite’s reasonable control. The obligations set forth herein shall not apply to incidents that are caused by either Affiliate Member(s) or Affiliate Authorized Member(s) Users.
14. Return of Affiliate Member(s) Data. Exitus Elite shall return Affiliate Member(s) Data to Affiliate Member, and to the extent allowed by applicable law, delete Affiliate Member(s) Data in accordance with the procedures and time periods specified in the Trust & Compliance Documentation, unless the retention of the data is requested from Exitus Elite according to mandatory statutory laws.
15. Authorized Affiliates. The parties agree that, by executing this DPA, the Affiliate Member(s) enters into this DPA on behalf of itself, and as applicable, in the name and on behalf of its Authorized Affiliate(s), thereby establishing a complete DPA between Exitus Elite and each such Authorized Affiliate, subject to the provisions of the Underlying Agreement(s). Each Authorized Affiliate agrees to be bound by the obligations under this DPA, and to the extent applicable, the Underlying Agreement(s). An Authorized Affiliate is not and does not become a party to the Underlying Agreement(s), and is only a party to this DPA. All access to and use of the Services by Authorized Affiliate(s) must comply with the terms and conditions of the Underlying Agreement(s) and any violation thereof by an Authorized Affiliate shall be deemed a violation by the Affiliated Member.
16. Communications. The Affiliate Member(s) that is the contracting party to the Underlying Agreement(s) shall remain responsible for coordinating all communication with Exitus Elite under this DPA, and shall be entitled to transmit and receive any communication in relation to this DPA on behalf of its Authorized Affiliate(s).
17. Exercise of Rights. Where an Authorized Affiliate becomes a party to the DPA, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Exitus Elite directly by itself, the parties agree that (i) solely the Affiliated Member(s) that is the contracting party to the Underlying Agreement(s) shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Affiliate Member that is the contracting party to the Underlying Agreement(s) shall exercise any such rights under this DPA in a combined manner for all of its Authorized Affiliates together, instead of doing so separately for each Authorized Affiliate.
18. Liability. Each party’s liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs involving Affiliated Member(s) or Authorized Affiliates, whether in contract, tort or under any other theory of liability, is subject to the limitation of liability, damage waiver, and liability cap provisions of the Underlying Agreement(s), and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Underlying Agreement(s) and all DPAs taken together. Exitus Elite's and its Affiliates’ total liability for all claims from the Data Subjects and all of its Authorized Affiliates arising out of or related to the Underlying Agreement(s) and each DPA shall apply in the aggregate for all claims under both the Underlying Agreement(s) and all DPAs established under this Agreement, including by Affiliate Member(s) and all of Authorized Affiliate Members, and shall not be understood to apply individually and severally to Affiliate Member(s) and/or to any Authorized Affiliate that is a contractual party to any such DPA. Each reference to the DPA herein means this DPA including its Attachments and Appendices.
19. Data Protection Impact Assessment. Upon Affiliate Member(s) request, Exitus Elite shall provide Affiliate Member with reasonable cooperation and assistance needed to fulfil Affiliate Member(s) obligation under the GDPR to carry out a data protection impact assessment related to Affiliate Member(s) use of the Services, to the extent Affiliate Member(s) does not otherwise have access to the relevant information, and to the extent such information is available to Exitus Elite. Exitus Elite shall provide reasonable assistance to Affiliate Member in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section 21 of this DPA, to the extent required under the GDPR.
20. Standard Contractual Clauses.
20.1 The Standard Contractual Clauses apply to:
(i) the legal entity that has executed the Standard Contractual Clauses as a data exporter and its Authorized Affiliates, and
(ii) all Affiliate Member(s) of Exitus Elite established within the European Economic Area, Switzerland and the United Kingdom, which have signed Order Forms for the Services. For the purpose of the Standard Contractual Clauses the aforementioned entities shall be deemed “controllers”.
20.2 For the purposes of Clause 5 of the Standard Contractual Clauses, the following is deemed an instruction by the Affiliate Member(s) to process Personal Data:
(a) Processing in accordance with the Underlying Agreement(s) and applicable order form(s);
(b) Processing initiated by Users in their use of the Services and
(c) Processing to comply with other reasonable instructions provided by Affiliate Member(s) (e.g., via email) where such instructions are consistent with the terms of the Underlying Agreement(s).
20.3 The parties agree that the audits described in Clause 5 and Clause 12 of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: following Affiliate Member’s written request, and subject the confidentiality obligations set forth in the Underlying Agreement(s), Exitus Elite shall make available to Customer information regarding the Exitus Elite’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Trust & Compliance Documentation, to the extent that Exitus Elite makes them generally available to its affiliate members.
20.4 The parties agree that the certification of deletion of Personal Data that is described in Clause 12 of the Standard Contractual Clauses shall be provided by Exitus Elite to Affiliate Member(s) only upon the Affiliate Member request.
21. Audits. Affiliate Member(s) may contact Exitus Elite in accordance with the “Notices” Section of the Underlying Agreement(s) to request an on-site audit of the procedures relevant to the protection of Personal Data. Affiliate Member(s) shall reimburse Exitus Elite for any time expended for any such on-site audit at the Exitus Elite’s then-current professional services rates, which shall be made available to Affiliate Member(s) upon request. Before the commencement of any such on-site audit, Affiliate Member and Exitus Elite shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Affiliate Member shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Exitus Elite. Affiliate Member shall promptly notify Exitus Elite and provide information about any actual or suspected Non-compliance discovered during an audit. The provision in this section shall by no means derogate from or materially alter the provisions on audits as specified in the Standard Contractual Clauses.
22. Assignment. This DPA shall inure to the benefit of, and be binding upon, any successor to all or substantially all of the business and assets of either party, whether by merger, sale of assets, or other agreements or operation of law.
23. Force Majeure. Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, terrorism, acts of God, epidemic, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or complete or partial failure of the Internet, provided that the delayed party:
(i) gives the other party prompt notice of such cause, and
(ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.
24. Order of Precedence.
24.1 With respect to the rights and obligation of the parties vis-à-vis each other, in the event of a conflict between the terms of the Underlying Agreement(s) and this DPA, the terms of this DPA will control.
24.2 In the event of a conflict between the terms of this DPA and the Standard Contractual Clauses, the terms of the Standard Contractual Clauses will control.
(25. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the un-enforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
ATTACHMENT 1 TO EXHIBIT A
Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
Name of the data importing organization: Exitus Elite, a BLACK STAR GLOBAL LLC ("Exitus Elite") located at PO BOX 250, E.CENTRAL BLVD, CAPE CANAVERAL,FL 32920 (the data importer)
Name of the data exporting organization: is the Affiliate Member(s) in connection with the Data Processing Agreement (the data exporter),
each a “party”; together “the parties”,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in this Attachment 1.
Clause 1 - Definitions
For the purposes of the Clauses:
'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
'the data exporter' means the controller who transfers the personal data;
'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
'the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals, and in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
'technical and organizational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2 - Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Clause 3 - Third-party beneficiary clause
The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Clause 4 - Obligations of the data exporter
The data exporter agrees and warrants
that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract; that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
that it will ensure compliance with the security measures; that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC
to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub=processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and that it will ensure compliance with Clause 4(a) to (i).
Clause 5 - Obligations of the data importer
The data importer agrees and warrants:
to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;
that it will promptly notify the data exporter about:
any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
any accidental or unauthorized access, and any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;
to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
that the processing services by the sub-processor will be carried out in accordance with Clause 11;
to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.
Clause 6 - Liability
The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.
Clause 7 - Mediation and jurisdiction
The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
to refer the dispute to the courts in the Member State in which the data exporter is established. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law
Clause 8 - Cooperation with supervisory authorities
The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
Clause 9 - Governing Law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10 - Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11 - Subprocessing
The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses1. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority
Clause 12 - Obligation after the termination of personal data processing services
The parties agree that on the termination of the provision of data processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
APPENDIX 1 TO ATTACHMENT 1 (EXHIBIT A)
This Appendix forms part of the Clauses and must be completed and signed by the parties.
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
The data exporter is: (i) the legal entity that has executed the Standard Contractual Clauses as the Data Exporter, and (ii) all Affiliates (defined in this DPA) of the Affiliate Member(s) that have purchased Services pursuant to the Underlying Agreement(s).
The data importer is: EXITUS ELITE, A CUG LLC COMPANY provider of the Services to the data exporter and which processes Personal Data upon the instruction of the data exporter and in accordance with the Underlying Agreement(s) and this DPA
Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects: data exporter’s employees, agents, advisors, contractors, or any user or administrator authorized by the data exporter to use the Services (who are natural persons).
Categories of data
Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:
First and last name, personal contact information (email, phone, cell phone)
Special categories of data (if appropriate)
The Personal Data transferred concern the following special categories of data: not applicable.
The Personal Data transferred will be subject to the following basic processing activities: the objective of Processing Personal Data by the data importer is the performance of the Services pursuant to the Underlying Agreements(s)
APPENDIX 2 TO ATTACHMENT 1 (EXHIBIT A)
This Appendix forms part of the Clauses and must be completed and signed by the parties.
1. Technical and Organizational Security Measures
Exitus Elite shall maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Affiliate Member(s) Data, including Personal Data, as set forth in the Trust & Compliance Documentation. Exitus Elite regularly monitors compliance with these safeguards. Exitus Elite will not materially decrease the overall security of the Services during a subscription term.
APPENDIX 3 TO ATTACHMENT 1 (EXHIBIT A)
THE STANDARD CONTRACTUAL CLAUSES
Demio and Webinar Ninja Webinar Services
Webinar Software Platforms
Email processing service
Email processing service
Email processing service