Terms & Conditions
Password and Security
You will be provided with a user name and a secure password for accessing our service. You are solely responsible for maintaining the confidentiality of your password(s). You agree to notify Taupe & Ike immediately of any unauthorized use of your password(s)/account or any other breach of security applicable to our service.
In summary, we do not share your personal information, email address, or any of the information you enter into Taupe & Ike with any other organization or individual.
By accepting these terms and conditions you agree that Taupe & Ike and its affiliates are not responsible and have no liability for indirect, incidental, consequential, special, exemplary, punitive or other damages under any contract, negligence, strict liability or other theory arising out of or relating in any way to your use of our service. Taupe & Ike will only be liable for costs and expenses incurred directly by you as a result of any negligent act or omission by us, provided that, under no circumstances shall our liability exceed the fees paid by you to Taupe & Ike for services rendered in the preceding 12-month period.
You agree to indemnify, defend and hold Taupe & Ike, its parents, subsidiaries, affiliates, strategic partners, officers, directors, and employees harmless from any and all claims, damages, losses, costs (including reasonable attorney's fees and costs) or other expenses that arise directly or indirectly out of your use of the service.
We may terminate or deny access to any part, or all of the services offered, for non-payment. In the event that a customer is rude, abusive or otherwise conducts themselves in an unprofessional manner with any Taupe & Ike personnel (whether by in person, over the telephone or in other communications) we may deny access to all or any part of the services (or to any such user) or we may elect by notice in writing to terminate this agreement in its entirety. Additionally, there may be rare occasions where we need to suspend the service for repairs, upgrades or maintenance reasons. If we were to terminate the service permanently, pre-paid customers would be refunded any pre-paid months not used.
Data Processing Addendum This Data Processing Addendum (this "DPA") is made between Taupe & Ike, LLC, a limited liability company organized and existing under the laws of the State of Colorado, U.S.A. ("Taupe & Ike"), and the entity or person obtaining a license to use the Taupe & Ike product.
1.1 For the purposes of this DPA, the following terms shall have their respective meanings set forth below and other capitalized terms used but not defined in this DPA have the same meanings as set forth in the Agreement:
(b) "EEA" means the European Economic Area (including the United Kingdom).
(c) "EU Data Protection Legislation" means on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council 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 ("GDPR") (as amended, replaced or superseded).
(d) "Controller" means the entity which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.
(e) "Processor" means an entity which processes Personal Data on behalf of the Controller. person.
(f) "Personal Data" means any information relating to an identified or identifiable natural
(g) "Privacy Shield" means the EU-U.S. and Swiss-U.S. Privacy Shield self-certification program operated by the U.S. Department of Commerce.
(h) "Privacy Shield Principles" means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision C(2016)4176 of July 12, 2016 (as may be amended, superseded or replaced).
(i) "Security Incident” means accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
(j) "Sensitive Data" means (a) social security number, passport number, driver's license number, or similar identifier (or any portion thereof), (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords; (f) date of birth; (g) criminal history; (h) mother's maiden name; and (i) any other information that falls within the definition of "special categories of data" under EU Data Protection Legislation or any other applicable law relating to privacy and data protection.
2.1 Except as amended by this DPA, the Agreement will remain in full force and effect.
2.2 If there is a conflict between the Agreement and this DPA, the terms of this DPA will control.
2.3 Any claims brought under this DPA shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement.
3.1 The general data protection obligations set forth in Part A (being Sections 4 to 6 as well as Annex A), apply to the processing of Personal Data under the Agreement from the Effective Date. Part B (being Sections 7 to 11) apply to the processing of Personal Data by Taupe & Ike within the scope of the GDPR.
3.2 With respect to the processing of Personal Data falling within the scope of Part B:
(a) the terms of Part B shall apply in addition to, and not in substitution of, the terms in Part A; and
(b) to the extent there is any conflict between the provisions in Part A and Part B, the provisions in Part B shall take priority.
3.3 Notwithstanding anything in this DPA, Taupe & Ike will have the right to collect, extract, compile, synthesize and analyze aggregated, non-personally identifiable data or information (data or information that does not identify Customer or any other entity or natural person as the source thereof) resulting from Customer's use or operation of the Services (“Service Data”) including, by way of example and without limitation, information relating to number of contacts, todo’s, and deals; phone call lengths in minutes, email sending statistics, free trial statistics. To the extent any Service Data is collected or generated by Taupe & Ike, such data will be solely owned by Taupe & Ike and may be used by Taupe & Ike for any lawful business purpose without a duty of accounting to Customer For the avoidance of doubt, this DPA will not apply to Service Data.
4.1 Parties' Roles. Customer, as Controller, appoints Taupe & Ike as a Processor to process the Personal Data described in Annex A on Customer's behalf.
4.2 Purpose Limitation. Taupe & Ike shall process the Personal Data for the purposes described in Annex A and only in accordance with the lawful, documented instructions of Customer, except where otherwise required by applicable law. The Agreement and this DPA sets out Customer's complete instructions to Taupe & Ike in relation to the processing of the Personal Data and any processing required outside of the scope of these instructions will require prior written agreement between the parties.
4.3 Prohibited Data. Customer will not provide (or cause to be provided) any Sensitive Data to Taupe & Ike for processing under the Agreement, and Taupe & Ike will have no liability whatsoever for Sensitive Data, whether in connection with a Security Incident or otherwise. For the avoidance of doubt, this DPA will not apply to Sensitive Data.
4.4 Description of Processing. A description of the nature and purposes of the processing, the types of Personal Data, categories of data subjects, and the duration of the processing are set out further in Annex A.
4.5 Compliance. Customer shall be responsible for ensuring that:
(a) it has complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including EU Data Protection Legislation, in its use of the Services and its own processing of Personal Data (except as otherwise required by applicable law); and
(b) it has, and will continue to have, the right to transfer, or provide access to, the Personal Data to Taupe & Ike for processing in accordance with the terms of the Agreement and this DPA.
Taupe & Ike will ensure that Personal Data is kept in a safe environment and secured against loss, misuse, unauthorized access, disclosure, alteration or destruction, taking due account of the nature of the data and the risks involved in the processing.
6.1 International Transfers. To the extent that Taupe & Ike processes (or causes to be processed) any Personal Data originating from the EEA in a country that has not been designated by the European Commission as providing an adequate level of protection for Personal Data, the Personal Data shall be deemed to have adequate protection (within the meaning of EU Data Protection Legislation) by virtue of Taupe & Ike's self-certification to the Privacy Shield. Taupe & Ike shall agree to apply the Privacy Shield Principles when processing (or causing to be processed) any EEA or Swiss Personal Data under this Agreement.
6.2 Privacy Shield Notifications. Taupe & Ike agrees to notify Customer without undue delay if its self- certification to the Privacy Shield is withdrawn, terminated, revoked, or otherwise invalidated. In such a case, the parties shall cooperate in good faith to put in place such alternative data export mechanisms as are required under EU Data Protection Legislation to ensure an adequate level of protection for the Personal Data.
7.1 Confidentiality of processing. Taupe & Ike shall ensure that any person that it authorizes to process the Personal Data shall be subject to a duty of confidentiality (whether a contractual or a statutory duty).
7.2 Security Incidents. Upon becoming aware of a Security Incident, Taupe & Ike shall notify Customer without undue delay and shall provide such timely information as Customer may reasonably require, including to enable Customer to fulfil any data breach reporting obligations under EU Data Protection Legislation. Taupe & Ike shall take appropriate and commercially reasonable steps to mitigate the effects of such a Security Incident on the Personal Data under this Agreement.
8.1 Sub-processors. Customer agrees that Taupe & Ike may engage Taupe & Ike affiliates and third partysub-processors (collectively, "Sub-processors") to process the Personal Data on Taupe & Ike's behalf.Sub-processors may provide hosting services and may provide plug-in tools and services that enhance the Taupe & Ike product offering. A list of Sub-processors currently engaged by Taupe & Ike may be found at https://www.AllClients.com/u/gdpr-subprocessors
8.2 Changes to Sub-processors. Customer Changes to Sub-processors. Customer will be notified if Taupe & Ike, adds or replaces any Sub-processors. If Customer has not previously consented to such changes, within five (5) calendar days of such notification, Customer may object inwriting to the appointment of any additional or replacement Sub-processor in which case Taupe & Ike will permit Customer to terminate the affected Taupe & Ikeservice in accordance with the termination provisions of the Agreement. If no such objection is received, Customer will be deemed to have consented to such changes. may object in writing to the appointment of an additional Sub-processor within five (5) calendar days after receipt of Taupe & Ike's notice in accordance with the mechanism set out at Section 8.1 above. In the event that Customer objects on reasonable grounds relating to the protection of the Personal Data, then the parties shall discuss commercially reasonable alternative solutions in good faith. If no resolution can be reached, Taupe & Ike will, at its sole discretion, either not appoint Sub-processor, or permit Customer to suspend or terminate the affected Taupe & Ike service in accordance with the termination provisions of the Agreement.
8.3 Sub-processor obligations. Where a Sub-processor is engaged by Taupe & Ike as described in this Section 8, Taupe & Ike shall:
(a) restrict the Sub-processor’s access to Personal Data only to what is necessary to perform the subcontracted services;
(b) impose on such Sub-processors data protection terms that protect the Personal Data to the same standard provided for by this DPA; and
(c) remain liable for any breach of the DPA caused by a Sub-processor.
9.2 Data Protection Impact Assessments. Taupe & Ike shall, to the extent required by EU Data Protection Legislation and at Customer’s expense, taking into account the nature of the processing and the information available to Taupe & Ike, provide Customer with commercially reasonable assistance with data protection impact assessments or prior consultations with data protection authorities that Customer is required to carry out under EU Data Protection Legislation.
10.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the services provided by Taupe & Ike pursuant to the Agreement, Taupe & Ike will implement appropriate technical and organizational measures to ensure a level of security appropriate to the associated risk relative to Personal Data, including, inter alia, as appropriate:
(a) the pseudonymisation and encryption of Personal Data;
(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(c) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and
(d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
10.2 In assessing the appropriate level of security Taupe & Ike will take into account, in particular, the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
10.3 Taupe & Ike will take steps to ensure that any person acting under the authority of the Controller or Taupe & Ike who has access to Personal Data does not process such Personal Data except on instructions from the Controller, unless he or she is required to do so by EU Data Protection Legislation.
Upon termination or expiry of the Agreement, Taupe & Ike shall at Customer’s election, delete or return to Customer the Personal Data (including copies) in Taupe & Ike's possession, save to the extent that Taupe & Ike is required by any applicable law to retain some or all of the Personal Data.
ANNEX A DESCRIPTION OF PROCESSING Nature and purposes of processing Taupe & Ike is a US headquartered provider of cloud-based transactional and marketing email delivery, management and analytics services. These services will consist primarily of managing interaction with current and potential customers, providing marketing automation tools, and sending and delivering e-mail communications on behalf of the Customer All content entered into Taupe & Ike systems are determined by the Customer in its sole discretion.
Otherwise, the data processing will involve any such processing that is necessary for the purposes set out in the Agreement, the DPA, or as otherwise agreed between the parties
The personal data transferred concern any data subject who has been added as a contact into the Taupe & Ike system which the Customer instructs Taupe & Ike to manage.
The personal data transferred concern the following categories of data for the data subjects:
First and last name, address, telephone numbers, e-mail addresses, fax numbers, employment company, job title, and Any other personal data that the Customer chooses to include within the contact record within the Taupe & Ike's System. The personal data transferred to Taupe & Ike for processing is determined and controlled by the Customer in its sole discretion. As such, Taupe & Ike has no control over the volume and sensitivity of personal data processed through its service by the Customer.
The personal data will be processed for the term of the Agreement, or as otherwise required by law or agreed between the parties.
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