These terms and conditions set out the terms of use (the “Terms of Use”) of Limited SmartCom Collaborate Services as herein described (the “Services”) between (1) the corporate entity that you hereby confirm you are authorized to represent (“Contributor” or “you”) and (2) SmartCom.
“SmartCom” means:
Where the Service is being provided from the United Kingdom, the contracting party shall be SmartComms SC Limited a company registered in England and Wales under number 4303041, having its registered office at Suite 23, LCLB, 95 Mortimer Street, London, W1W 7GB.
Where the Service is being provided from the United States of America, the contracting party shall be SmartComms LLC whose registered office is situated at 15950 N. Dallas Pkwy, Suite 400 Dallas, Texas 75248 United States.
These Terms of Use shall not apply to a party that has entered into a separate contract with SmartCom for the Services (“MSA”) for the term of that contract (“SmartCom Customer”). For so long as you are a SmartCom Customer (and without prejudice to any accrued liabilities or obligations at the time that you cease to be an SmartCom Customer) the terms of use by you of Services shall be governed by your MSA .
Contributor’s access to the Services constitutes its agreement to be bound by these Terms of Use (the “Effective Date”).
By accessing or using the Services You hereby acknowledge that you have read, understood and you agree to be bound by and accept these Terms of Use. If you do not wish to proceed on the basis of these Terms of Use, please contact the relevant SmartCom Customer and DO NOT proceed to use the Service.
IT IS HEREBY AGREED:
| 1. | Term. These Terms of Use shall be effective from the Effective Date and shall continue in full force and effect until terminated by either SmartCom or Contributor. Contributor’s use of the Service is strictly subject to Contributor’s compliance with these Terms of Use (as updated from time to time) and SmartCom’s then-current policies applicable to the Service. |
| 2. | License |
| (a) | SmartCom hereby grants to Contributor a non-exclusive, non-transferable and non-sublicensable license to access and use the Service during the Term for the purposes of transacting business with one or more SmartCom Customer’s in accordance with these Terms of Use and any user guides as may be provided by SmartCom or any SmartCom Party (as defined below) from time to time and made available to Contributor through the Service. |
| (b) | By accepting these Terms of Use, Contributor represents and warrants that it is authorized to do so. Contributor should review these Terms of Use periodically and use of the Service is subject to the then-current form of these Terms of Use. |
| 3. | Service |
| 3.1 | References to the “Full SmartCom Collaborate Services” are to the services from time to time offered by SmartCom to SmartCom Customers relating to the negotiation and data capture of documents (“Documents”) , including: |
| 3.1.1 | the uploading of contact and other data related to counterparties with whom the SmartCom Customer has relationships; | |
| 3.1.2 | the generation of drafts of the relevant Documents; | |
| 3.1.3 | the negotiation of Documents via a web-based platform; | |
| 3.1.4 | the capture of audit trail, comments and internal escalations with respect to the negotiations of the Documents; | |
| 3.1.5 | the capture of data points representing any negotiated legal and commercial terms of the Documents; and |
| 3.2 | The “Services” governed by these Terms of Use are more limited than the Full SmartCom Collaborate Services. The Services extend only to the ability of the Contributor to access the SmartCom Collaborate platform for the negotiation as recipient of a term sheet and Documents with a SmartCom Customer and only to the extent that the Contributor has been invited to do so by the related SmartCom Customer. SmartCom has no obligation to make any further services available to a Contributor. If SmartCom makes further services available it shall do so without liability and may cease to provide such further services at any time and without notice to the Contributor or any liability. Without prejudice to the foregoing, the Services shall not include any of the services described at paragraphs 3.1.1, 3.1.2, 3.1.4 and 3.1.5. |
| 4. | Participation at SmartCom Customer’s discretion. Each SmartCom Customer has final responsibility for all decisions regarding its decision to engage with a Contributor on the SmartCom Collaborate platform and all terms and other content (together “Subscriber Content”) provided by it to you during the course of such engagement. A SmartCom Customer may suspend or cancel such engagement at any time and without prior notification. No SmartCom Party shall be liable for the delivery, accuracy or completeness of any Subscriber Content or of any terms or other content that you provide to an SmartCom Customer (together “Your Content”). |
| 5. | Relationship of parties. You understand that you are not directly or indirectly a client of SmartCom in connection with any services or products offered by an SmartCom Customer. You irrevocably consent to SmartCom providing the SmartCom Customer access to Your Content via the Service. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended nor created between any party by acceptance of these Terms of Use or use of the Service. |
| 6. | Reported errors. If you experience any difficulty or error in your use of the Services, you shall promptly notify SmartCom. |
| 7. | Intellectual Property. Contributor agrees that, without limitation, all information, documentation, computer programs, systems, customizations, enhancements and websites authored, prepared or created in connection with the Service, are the sole and exclusive property of one or more of the SmartCom Parties or third parties and shall not be considered works made for hire. |
| 8. | Contributor Warranty. you warrant and represent to the SmartCom Parties that: |
| 8.1. | your use of the Service shall not violate any applicable local, state, national or international law, statute, ordinance, rule or regulation, including those relating to Personal Data (as herein defined); |
| 8.2. | where you upload or exchange Your Content via the Service belonging to a third party, you have obtained the necessary consents and authority in order to do so; and |
| 8.3. | you have the full right, power and authority to accept, deliver and perform these Terms of Use in accordance with its terms. |
| 9. | Data Protection. |
| (a) | You acknowledge that you may upload information containing personal data on the Service concerning some of the individuals authorized to access the Service on your behalf (“Designated Users”). To the extent applicable based on where the Services are being provided from, where SmartCom acts as a controller in respect of personal data, SmartCom will handle all personal data in accordance with its Privacy Policy https://www.smartcommunications.com/external-privacy-policy/ and in accordance with applicable privacy laws. Where SmartCom acts as a processor of personal data, Annex 1 shall apply. |
| (b) | You represent, warrant and undertake that you: (1) have obtained or, prior to exchanging Your Content via the Service, will obtain, and will maintain, all rights, approvals and consents necessary to provide and share Your Content with SmartCom Customer from Designated Users, and those individuals or entities for which they provide personal data via the Services; and (2) have obtained or will have obtained prior to providing Your Content as contemplated hereunder, the written and informed legal basis/bases of processing of any persons whose personal data is contained within Your Content in order to enable SmartCom and SmartCom Customer to handle the personal data in connection with the Services. |
| (c) | Each SmartCom and Contributor agrees that it shall comply with all applicable laws and regulations applicable to it in any relevant jurisdiction including, but not limited to, the applicable laws and regulations relating to the processing of personal data and privacy and any replacements, updates or supplements to any of the above. |
| (d) | SmartCom shall: (1) only process personal data supplied by Contributor to perform the Services; (2) not process personal data supplied by Contributor for any purpose other than to perform the Services or as may otherwise be expressly authorised by Contributor; and (3) implement appropriate technical and organisational measures against the unauthorised or unlawful processing of such personal data and against the accidental loss or destruction of, or damage to, such personal data. |
| (e) | SmartCom may retain the company name of the Contributor and the company group email address in the Services address book for the purposes of allowing collaboration with SmartCom Customers. For the avoidance of doubt this does not contain Personal Data. |
| 10. | Acknowledgements. You agree that: |
| (a) |
none of the SmartCom Parties owes you any duty to monitor or enforce compliance by any SmartCom Customer with any provision, regulation or law which relates to its use of the Services; |
| (b) |
none of the SmartCom Parties warrants that by subscribing to or using the Services you shall be deemed compliant with any applicable rules, regulations or laws; |
| (c) |
none of the SmartCom Parties undertakes any responsibility towards any person or entity on whose behalf you are acting on and you are responsible for advising any such person or entity of any such matter and obtaining any requisite permission; |
| (d) | you will ensure that all Your Content uploaded or sent via the Services to an SmartCom Customer is accurate and up-to-date; |
| (e) | you shall only use or disclose Subscriber Content uploaded or sent via the Services for the purposes for which it was permissioned; |
| (f) | you shall only use the Services (including any web-based comment or message facility) for the purposes for which you are permissioned; |
| (g) | except as otherwise permitted herein, you may not provide access to the Services to any third party; |
| 11. | Confidentiality. |
| 11.1. | The parties acknowledge that the Services may contain information that is confidential or proprietary to Contributor, the SmartCom Parties (or any of them), Subscriber or one or more third parties to whom such party owes a duty of confidentiality (“Confidential Information”). The parties shall employ commercially reasonable measures to protect Confidential Information from unauthorized or inadvertent disclosure, which shall mean measures no less protective than those measures that the receiving party employs to protect its own information of a like nature. |
| 11.2. | Confidentiality of SmartCom information. Information about the processing capabilities of the Services, the technology or interface features of the Services, and the notices and updates sent by SmartCom to you are proprietary and confidential information of SmartCom and its licensors and you hereby agree not to share such information with third parties or use such information except to support your use of the Services. |
| 11.3 | Notwithstanding the aforementioned, the following shall not be considered Confidential Information: |
| 11.3.1. | information that becomes generally available to the public (including through public registries) other than as a result of a disclosure by the receiving party in violation of an obligation of confidentiality; | |
| 11.3.2. | information that was lawfully in the receiving party’s possession on a non-confidential basis prior to disclosure of the same by or on behalf of the disclosing party; | |
| 11.3.3. | information that becomes lawfully available to the receiving party on a non-confidential basis from a source other than disclosing party or its agents, advisors, or representatives which such source is entitled, to the best of the receiving party’s knowledge, to make the disclosure; or | |
| 11.3.4. | information that has been or is subsequently conceived or discovered by the receiving party, without use of the Confidential Information. |
| 12 | Disclosure of Information. Contributor agrees that any information held by SmartCom in the provision of the Services may be provided to or SmartCom may permit access to the same by: |
| 12.1. | any regulatory, governmental, or taxing authority, body or agency; |
| 12.2. | any person or entity where or to the extent that SmartCom or another SmartCom Party is permitted or required to do so by law or by a court order; |
| 12.3. | any person or entity where the information is or becomes generally available in the public domain other than as a result of unauthorized disclosure by SmartCom or another SmartCom Party; and |
| 12.4. | any third party vendor under confidentiality agreement for the purpose of improving or disseminating the Services. |
| 13. | SmartCom Parties. |
| 13.1 | In connection with the preparation of the Services, SmartCom has collaborated with affiliates of SmartComms SC Limited collectively referred to for these purposes as the “SmartCom Parties”. |
| 13.2 | Each agreement, undertaking, acknowledgement, representation and warranty on the part of Contributor under these Terms or Use shall apply also for the benefit of all SmartCom Parties and as such shall be separately enforceable by, and give rise to separate rights and remedies of, each SmartCom Party. |
| 13.3 | Nothing in these Terms of Use shall be deemed to constitute, evidence, imply, create or give effect to or otherwise recognise a joint venture, partnership or formal business entity, combination or undertaking of any kind between the SmartCom Parties or any of them, and the rights of the SmartCom Parties under these Terms of Use shall be several and not joint. |
| 13.4 | Nothing contained in these Terms of Use shall be construed as authorising one SmartCom Party to act as an agent or representative of the other SmartCom Parties or authorising any SmartCom Party to make or enter into any binding commitment on behalf of one or more of the other SmartCom Parties. |
| 14. | Involvement with third parties. |
| 14.1 | Links to SmartCom Customer or third party sites. The Services may allow access to other websites. Save with respect to the websites of SmartCom Parties, such other sites are not under the control of any SmartCom Party, and the SmartCom Parties are not responsible for the contents of any linked site. SmartCom provides links only as a convenience, and such inclusion of any link does not imply endorsement by the SmartCom Parties of the site or any part of its contents. |
| 15. | Disclaimer. |
| 15.1 | The Services set forth herein are provided on an “as is” basis. Contributor agrees that the SmartCom Parties do not represent that the Services will be provided error-free, and none of the SmartCom Parties or their respective affiliates make any warranty, express or implied, as to the accuracy, timeliness or completeness of the Services or as to the results to be attained by Contributor or others from the use of the Services. Contributor hereby acknowledges that there are no express or implied warranties of title, merchantability or fitness for a particular purpose or use, and that it has not relied upon any warranty, guaranty or representation made by any of the SmartCom Parties or their respective affiliates, except the representations made by SmartCom specifically in these Terms of Use. |
| 15.2 | None of the SmartCom Parties or their respective affiliates shall in any way be liable to Contributor or any client of Contributor for any inaccuracies, errors or omissions, regardless of cause, in the Services provided hereunder, or for any damages (whether direct or indirect) resulting therefrom. |
| 15.3 | Under no circumstances will SmartCom Parties have any liability arising from contract (including under any indemnity), in tort (including negligence), under any warranty (express or implied) under statute or otherwise, in each case for any direct, indirect, incidental, special or consequential damages with respect to the subject matter of these Terms of Use, including loss of profits, regardless of whether such damages could have been foreseen or prevented. |
| 16. | No Advice. The Services is intended only for professionals and is not, and should not be construed as, financial, legal or other advice of any kind, nor should it be regarded as an offer or as a solicitation of an offer to buy, sell or otherwise deal in any investment. Nothing in the Services constitutes a solicitation by any SmartCom Party of the purchase or sale of loans, securities or any investment. |
| 17. | Indemnification. Contributor will indemnify, defend and hold harmless each SmartCom Party and their respective affiliates and their respective directors, officers, agents, employees, contractors, successors and assigns from and against any and all losses, liabilities, damages, costs (including reasonable attorneys’ fees) and expenses arising from Contributor’s use of the Services and in respect of any breach of these Terms of Use by Contributor. |
| 18. | Modification. SmartCom reserves the right to modify the permitted and prohibited uses of the Services. The Services is subject to modification by SmartCom to reflect statistical, technical, administrative, market-based, legal, regulatory or any other changes that SmartCom determines in good faith are required or desirable. SmartCom will provide notice to Contributor of any modifications that materially and adversely affect Contributor’s use or access to the Services. |
| 19. | Security and Login. |
| 19.1 | Security. Contributor shall be solely responsible for any and all necessary equipment and connections from its own computer systems to allow access to the Services. Contributor shall ensure that it maintains security systems and procedures reasonably designed to prevent the unauthorized access to or misuse or disruption of the Services. |
| 19.2 | Login. Contributor acknowledges that log-in access codes and passwords are for use only by Contributor and its Designated Users. Contributor agrees to accept sole responsibility for the use and protection of any such log-in access codes or passwords. Contributor shall notify SmartCom immediately upon learning of any unauthorized use of its log-in access codes or passwords. For any instruction, communication, or other information (“Transmission”) SmartCom receives from someone using Contributor’s log-in access codes and passwords, SmartCom is entitled to consider such Transmission as having been sent by Contributor. |
| 20. | System Integrity and Data Integrity. |
| 20.1 | System Integrity. Concerning your use of the Services, you agree not to: |
| 20.1.1. | interfere with or attempt to interfere with the proper working of the Services; | |
| 20.1.2. | upload or transmit any content to the Services which contains any unlawful, fraudulent, harassing, libelous, or obscene material; | |
| 20.1.3 | upload any content to the Services containing a virus, bug, or other harmful item; or | |
| 20.1.4. | publish, perform, distribute, prepare derivative works, copy, or reverse engineer the Services; | |
| 20.1.5. | frame the Services, place pop-up windows over its pages, or otherwise affect the display of its pages. This means, among other activities, that You agree not to engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information. |
| 20.2 | SmartCom Parties cannot and do not guarantee that Subscriber Content or content on the Services will be free of infection or viruses, worms, or other code or defects that manifest contaminating or destructive properties. SmartCom agrees to not knowingly upload to the Services any files (i.e., files created by SmartCom) that contain a virus, bug, or other harmful item. However, both parties understand that they cannot and do not guarantee or warrant that files or software of any kind, or from any source, available for downloading through the Services, will be free of infection or viruses, worms, or other code or defects that manifest contaminating or destructive properties. |
| 20.3 | Data Integrity. You are responsible for confirming the accuracy of Your Content uploaded or sent via the Services, and for maintaining copies of Your Content on your own systems. |
| 21. | Fees. THERE ARE CURRENTLY NO FEES PAYABLE FOR THE SERVICE. Notwithstanding the foregoing, SmartCom reserves the right to introduce and/or amend the fees for the Services once per calendar year, subject to SmartCom providing Contributor with no less than 30 days’ prior notice (by email or via the Services). If Contributor does not accept such fees, Contributor may provide written notice of termination to SmartCom at any time prior to the introduction or amendment of such fees (“Relevant Date”) and such termination will take effect on the Relevant Date. Where any fees become payable, Contributor shall pay to SmartCom or to the relevant taxing authority, as appropriate, any applicable sales, use, goods and services, value added, withholding or similar taxes so that after payment of such taxes the amount SmartCom receives is not less than its fees. Contributor shall hold SmartCom harmless from all claims and liability arising from Contributor’s failure to pay any such taxes, including penalties, interest, duties, tariffs or charges. |
| 22. | Assignment. These Terms of Use shall be binding upon and inure to the benefit of the Contributor and the SmartCom Parties and their successors and assigns; provided that Contributor may not assign or otherwise transfer any of its rights or delegate any of its duties under these Terms of Use (be it as a result of a merger, by operation of law or otherwise). |
| 23. | Trademarks. The names, trademarks, service marks and logos appearing on the Services may not be used by You in any advertising or publicity, or otherwise to indicate SmartCom’s sponsorship of or affiliation with any product, service, event or organization without Thunderhead’s prior express written permission |
| 24. | Feedback. Contributor agrees to provide SmartCom, all relevant and constructive ideas, comments, suggestions, or other feedback on the features or functionality of the Services (“Feedback”). Contributor shall take all appropriate and necessary actions to ensure any intellectual property rights are transferred to and vest in SmartCom. Contributor shall not assert any ownership rights in the Feedback whatsoever. SmartCom shall, without limitation, be entitled to use the Feedback for the purpose of improving and creating derivative works of the Services and or use in marketing materials for the Services. |
| 25. | Severance. If any provision or any part of these Terms of Use is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the law of any jurisdiction: the validity, legality and enforceability under the law of that jurisdiction of any other provision; and the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby. If any provision of these Terms of Use shall be held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, such provision shall be divisible from these Terms of Use and shall be deemed to be deleted therefrom and the validity, legality and enforceability of the remaining provisions of these Terms of Use shall not be affected. |
| 26. | Survival. Any provision of these Terms of Use which contemplates performance or observance subsequent to any termination or expiration of these Terms of Use will survive. |
| 27. | Entire Agreement. These Terms of Use constitute the entire agreement between the parties with respect to its subject matter and (to the extent permissible by law) supersedes all prior representations, writings, negotiations or understandings with respect to that subject matter. All terms, conditions and warranties not stated expressly in these Terms of Use, and which would in the absence of this provision be implied into these Terms of Use by statute, common law, equity, trade, custom or usage or otherwise, are excluded to the maximum extent permitted by law. |
| 28. | Notice. Whenever any notice or other communication is given by one party to the other under these Terms of Use, such notice shall be provided: (i) in writing and shall be delivered by reputable courier service or registered or certified mail, return receipt requested, addressed at the registered office of the other party; or (ii) by email; or (iii) by SmartCom through making such notice available through the Services interface or via email. |
| 29. | Governing Law. Where the Service is being provided from the United Kingdom, these Terms of Use shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts. Where the Service is being provided from the United States of America, these Terms of Use shall be governed by and construed in accordance with the laws of Virginia and shall be subject to the exclusive jurisdiction of a court of competent jurisdiction in Norfolk, Virginia. |
Annex 1
1. Definitions and Interpretation
“DP Regulator” means any person or regulatory body with responsibility for monitoring and/or enforcing compliance with the Privacy Laws;
“Privacy Laws” means any laws and regulations in relating to privacy or the use or processing of data relating to natural persons, including: (a) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (b) EU Regulation 2016/679 (“GDPR”); (c) General Data Protection Regulation ((EU) 2016/679) as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); (d) the Data Protection Act 2018; and (e) any laws or regulations ratifying, implementing, adopting, supplementing or replacing GDPR.
In these Terms of Use, “Data Subject”, “Personal Data”, “process”, “processing”, “processor”, “transfer” (in the context of Personal Data transfers) and “appropriate technical and organizational measures” shall be interpreted in accordance with the applicable Privacy Laws.
2. Data Protection
| 2.1. | In relation to the performance of its obligations under these Terms of Use, each party shall comply with the provisions imposed on them by the Privacy Laws. Where Contributor uploads Personal Data to the Services, Contributor warrants to SmartCom that it has the right to transfer such Personal Data to SmartCom, and that it has secured a lawful data processing ground, in accordance with and in compliance with applicable Privacy Laws, to process such Personal Data and to share such Personal Data with SmartCom. | |
| 2.2. | Each party shall maintain records of all processing operations relating to these Terms of Use under its responsibility that contain at least the minimum information required by the Privacy Laws and shall make such information available to any DP Regulator on request. | |
| 2.3. | Contributor confirms that Appendix 1 sets out details of the processing of Personal Data to be undertaken by SmartCom in connection with these Terms of Use, the types of Personal Data, categories of Data Subjects, and nature and purposes of processing. Such processing shall take place throughout the duration of these Terms of Use. Contributor shall be solely responsible for ensuring the continued accuracy of the particulars contained in Appendix 1. | |
| 2.4. | To the extent that SmartCom processes any Personal Data on behalf of Contributor pursuant to these Terms of Use as a processor, SmartCom shall: | |
| a) | process such Personal Data only in accordance with Contributor’s written instructions from time to time (including those set out in these Terms of Use) save for processing which SmartCom is required to do pursuant to any applicable law; | |
| b) | take reasonable steps to ensure that any personnel who have access to such Personal Data are subject to binding obligations of confidentiality when processing such Personal Data; | |
| c) | implement and maintain technical and organizational measures and procedures to ensure an appropriate level of security for such Personal Data, including protecting such Personal Data against the risks of accidental, unlawful or unauthorized destruction, loss, alteration, disclosure, dissemination or access; | |
| d) | inform Contributor if any such Personal Data is (while within SmartCom’s possession or control) subject to a personal data breach (as defined in Article 4 of GDPR) without undue delay after becoming aware, and provide the following information: |
| i. |
describe the nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned, and the categories and approximate number of Personal Data records; |
|
| ii. |
communicate the name and contact details of the DPO or other contract point where more information can be obtained; |
|
| iii. |
describe the likely consequences of the personal data breach; and |
|
| iv. |
describe the measures taken or proposed to be taken by SmartCom to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects; |
| e) | not disclose any such Personal Data to any Data Subject or to a third party other than at the written request of Contributor, or in order to comply with a requirement of a DP Regulator, or as expressly provided for in these Terms of Use; | |
| f) | at the written request of Contributor, return or delete all such Personal Data on termination or expiry of these Terms of Use, and not make any further use of such Personal Data (except to the extent that continued processing of any such Personal Data is required by SmartCom); or is required to be retained under applicable law. | |
| g) | provide to Contributor and any DP Regulator (at Contributor’s cost and at SmartCom’s then time and material rates) all information and assistance necessary to demonstrate or ensure compliance with the obligations in this section 2.4; | |
| h) | no more than once every calendar year and subject to SmartCom having the right to do so, permit Contributor or its representatives (at Contributor’s cost at SmartCom’s then time and material rates) to access any relevant premises, personnel or records of SmartCom on reasonable notice (but being no less than fifteen (15) Working Days) to audit and otherwise verify compliance with this section 2.4); | |
| i) | take such steps as are reasonably required to assist Contributor (at Contributor’s cost at SmartCom’s then time and material rates) in ensuring compliance with Contributor’s obligations under Articles 30 to 36 (inclusive) of the GDPR as they relate to SmartCom’s obligations under these Terms of Use; | |
| j) | to the extent feasible based upon the nature of processing conducted by SmartCom, notify Contributor within seven (7) Working Days if it receives a request from a Data Subject to exercise its rights under the Privacy Laws in relation to that person’s Personal Data; and | |
| k) | to the extent feasible based upon the nature of processing conducted by SmartCom, provide Contributor with its reasonable co-operation and assistance in relation to any request made by a Data Subject to exercise its rights under the Privacy Laws in relation to that person’s Personal Data. SmartCom shall not charge for such requests unless such request is manifestly unjust or excessive, in which case SmartCom shall reserve the right to charge Contributor a reasonable administration fee. |
| 2.5 | In the course of SmartCom acting as processor, if either Party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data by the other Party or to either Party’s compliance with the Privacy Laws, it shall promptly notify the other Party and it shall provide the other Party with reasonable co-operation and assistance in relation to any such complaint, notice or communication. |
| 2.6 | SmartCom may appoint subprocessors of Personal Data uploaded to the Services on behalf of Contributor. SmartCom shall procure that any such subprocessors enter into a written contract with SmartCom which contains obligations for the protection of Personal Data which are no less onerous than those set out in this Annex 1 (Particulars of Processing). By entering into these Terms of Use, Contributor approves the use of the subprocessors to the extent that they are used in providing the Services. |
| Appendix 1 (Particulars of Processing) | |||||||||
The Personal Data processing activities carried out by SmartCom may be described as follows:
|
| • | Prospects, contributors, business partners and vendors of Contributor (who are natural persons); | |
| • | Employees or contact persons of Contributor’s prospects, customers, business partners and vendors; | |
| • | Employees, agents, advisors, freelancers of Contributor (who are natural persons); and | |
| • | Contributor’s users authorised by Contributor and SmartCom to use the Services. |