This Confidentiality Agreement (the “Agreement“), effective as of the date you subscribe to our services (the “Effective Date“), is entered into by and between Q88 LLC, a Delaware limited liability company, having an address at 1010 Washington Boulevard, Stamford, Connecticut 06901 USA (“Q88“), and Customer (“You“) and together with Q88, the “Parties,” and each, a “Party“) by your subscription to our Terms of Service governing your purchase and use of our services.
WHEREAS, in connection with your subscription to our Terms of Service governing your purchase and use of our services (the “Purpose“), You desire to receive certain information from Q88 that is non-public, confidential or proprietary in nature; and
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
(a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement or act or omission by You;
(b) at the time of disclosure is, or thereafter becomes, available to You on a non-confidential basis from a third-party source, as established by documentary evidence, provided that such third party, is not and was not prohibited from disclosing such Confidential Information to You;
(c) was known by or in your possession, as established by documentary evidence, before being disclosed by or on behalf of Q88 pursuant to this Agreement; or
(d) was or is independently developed by You, as established by documentary evidence, without reference to or use of, in whole or in part, any of Q88’s Confidential Information.
(a) Protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as You would protect your own Confidential Information, but with respect to Personal Data as defined in the General Data Protection Regulation of the European Union (“GEDPR”), in no event with less degree of care than required by GDPR;
(b) not disclose or use Q88’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose;
(c) comply with all applicable on-site access, remote access and related security rules and procedures of Q88;
(d) immediately, but in no less time than twenty-four (24) hours, notify Q88 of any unauthorized access, disclosure, loss or misuse of Confidential Information, or other breaches of this Agreement by You or of which You have knowledge;
(e) immediately contain and remedy any such unauthorized access, disclosure, loss or misuse;
(f) fully cooperate with Q88 in any effort undertaken by Q88 to enforce its rights related to any such unauthorized disclosure; and
(g) in no event shall Personal Data be used for profiling or automated decision making.
(a) have in place appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected;
(b) have in place procedures so that any third party You authorize to have access to Personal Data, including processors, will respect and maintain the confidentiality and security of the Personal Data;
(c) have knowledge of any local laws that would have a substantial adverse effect on its obligations;
(d) process the Personal Data only for the Purpose;
(e) submit your data processing facilities, data files and documentation needed for processing to review, audit and/or certification by Q88;
(f) comply, with all applicable international, federal, state and local privacy and data protection laws, regulations and directives, including GDPR, in the maintenance, disclosure, use and disposal of all Personal Data contained in any Confidential Information that is disclosed to You;
(g) not dispose of or transfer the Personal Data to another third party data controller or processor;
(h) have implemented and will continue to maintain information security protocols that are no less rigorous than those required by the GDPR to secure and protect the confidentiality of all Personal Data in your possession or control from unauthorized access, disclosure, loss or misuse; and
(i) if Q88 cannot, at your sole cost and expense: (i) notify all authorities required to receive notice under applicable law as a result of unauthorized access or disclosure of Personal Data, and all persons whose Personal Data has been accessed or disclosed; and (ii) pay all associated claims and fines.
(j) identify to Q88 a contact point within its organization authorized to respond to inquiries concerning processing of the Personal Data, and cooperate in good faith with Q88, the data subject and applicable authorities concerning all such inquiries within a reasonable time. In case of legal dissolution of Q88, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of GDPR.
This Confidentiality Agreement is included by reference to it in the Terms of Service. By checking the acceptance box for the Terms of Service on the website, you also accept and agree to be bound by all of the terms and conditions of this Confidentiality Agreement in the same manner of the Terms of Service. Q88 reserves the right, at its sole discretion, to change, modify, add or delete portions of this Agreement at any time. Your continued use of the website after any such changes constitutes your acceptance of the new Agreement. Since this is a binding legal agreement between you and Q88, please print a copy of this Agreement for your records.
Last Updated: May 21, 2018
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