Last Updated: August 26, 2022

1. Introduction

EmpMonitor.com (“EmpMonitor”) provides the services to you according to the subjects mentioned under the following Terms Of Use (“Terms & Conditions”) otherwise known as (“T&C”).

By accessessing, using, registering or availing these services, you hereby signify that you acknowledge, accept, & agree with the terms of service, as well as our acceptable use & privacy policy. If you do not comprehend these Terms Of Service, our humble request and advice to you is do not proceed with being a part of EmpMonitor.

EmpMonitor will provide, and you may access & use the service., according to the agreement signed by you. By accepting the terms of this agreement through the account registration process on the website, you acknowledge that you have read, understood, and agreed, and you hereby agree, to be bound by all of the terms, conditions, and notices contained in this agreement just as if you had signed this agreement.

2. License For Use Of Service

The Service is licensed for use only under these Terms. EmpMonitor reserves all rights not expressly granted to you, luding title and exclusive ownership of the Service, any and all software or updates thereto and source code for the Service.

Upon registering for the Service, EmpMonitor gives you the right to install the Service for use by the total number of Users you identify and authorize. The Service may not be used or accessed by

(a) individuals who are not named individuals; or

(b) any other software or hardware device that does not require a named individual to use or access it.

A named individual means an individual identified by you by name who is authorized to use the Service, regardless of how such access occurs or if such individual uses any hardware or software that reduces the apparent number of users who are using the Service, such as by using a terminal service. The Service may not be used or accessed by any other software or hardware device that does not require an individual to use or access it.

EmpMonitor reserves the right at any time to require you to provide a list of the named individual(s). You may not rent, lease, lend, sell, redistribute or sublease the Service. These Terms will govern any upgrades provided by EmpMonitor that replace and/or supplement the original Service. You agree to use your best efforts to protect the Service and upgrades from unauthorized use, reproduction, distribution, publication or alteration.

3. Modifications

Installation of the Service and any required modification of the Service to accommodate your computer system must be performed by you. All updates, upgrades, enhancements and modifications to the Service MUST be performed by EmpMonitor.
Such updates lude any changes or improvements to the Service, whether arising out of the Service’s particular configuration for your use or otherwise. At all times while these Terms are in effect, you shall provide EmpMonitor with access to your computer system so that EmpMonitor may install all updates. Failure to allow EmpMonitor to install updates automatically terminates all warranties for any purpose related to the Service as well as your license to use the Service.

4. Installation, Customization, & Updates

Installation of the Service and any required modification of the Service to accommodate your computer system must be performed by you. All updates, upgrades, enhancements and modifications to the Service MUST be performed by EmpMonitor. Such updates lude any changes or improvements to the Service, whether arising out of the Service’s particular configuration for your use or otherwise.

At all times while these Terms are in effect, you shall provide EmpMonitor with access to your computer system so that EmpMonitor may install all updates. Failure to allow EmpMonitor to install updates automatically terminates all warranties for any purpose related to the Service as well as your license to use the Service.

5. Fees

In consideration for the right to use the Service under the terms herein, you will pay license fees in the amount and payment terms under the applicable Order Form (the “License Fees”). You agree that in the event EmpMonitor is unable to collect the License Fees owed to EmpMonitor for the Service, EmpMonitor may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses urred by EmpMonitor in connection with such collection activity, luding collection fees, court costs and attorneys’ fees.
Except to the extent otherwise expressly stated in this Agreement or in an order form, all obligations to pay License Fees are non-cancelable and all payments are non-refundable.
Your License Fees are exclusive of taxes, levies, duties or similar governmental assessments of any kind (excluding taxes based on EmoMonitor’s income, property and employees). You will be responsible for paying any and all such taxes.
EmpMonitor reserves the right to modify the License Fees for the Service under one or more Order Forms, effective upon commencement of the next renewal subscription term of the relevant Order Form(s), by notifying you of such change in writing at least 30 days before the end of the then-current Subscription Term.

6. Term & Termination

The initial subscription term of the Agreement will be as set forth and agreed by the parties in the Order Form.

Either of you and EmpMonitor may terminate this Agreement if the other party

(i) materially breached this Agreement and has not cured such breach within 30 days after receiving notice (if curable), without prejudice and in addition to any right or remedy that the non-defaulting party may have under this Agreement or the applicable law, or

(ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

At the end of the initial subscription term, all your EmpMonitor subscriptions (luding any additional subscriptions added to your account) will renew automatically for an additional term length equal to your initial subscription term unless you or EmpMonitor notifies the other in writing, at least 30 days prior to the end of the then-current subscription term, that it chooses not to renew (initial subscription term, with any renewal subscription terms, the “Subscription Term”).
Upon termination or expiration of this Agreement; (a) you will cease use of the Service and all rights granted to you under this Agreement will terminate; (b) upon written request, we will make your data available for you to download, or export within 30 days following such termination.

Thereafter, EmpMonitor will be under no obligation to maintain your data, or make it available to you and EmpMonitor may delete any of your Content.

In the event of a termination due to uncured breach by EmpMonitor, EmpMonitor will refund the remaining Subscription Fees until the end of the Subscription Term.

7. Proprietary Nature Of The Service

The Service and Platform are proprietary to, and valuable trade secrets of EmpMonitor. You acknowledge the Service contains proprietary content, information and material that is protected by applicable intellectual property and other laws, luding, but not limited to, copyright, trademark, and service marks, and that you will only use such proprietary content, information, or materials for permitted uses under these Terms. The Service is entrusted to you only for the purposes set forth in these Terms.

You will not reverse engineer, duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Service or any software provided therewith. The parties acknowledge that any violation of this provision will cause irreparable harm to EmpMonitor.

As a consequence, the parties agree that if you fail to abide by these Terms, EmpMonitor will be entitled to specific performance, luding immediate issuance of a temporary restraining order or preliminary injunction enforcing these Terms, and to judgement for damages caused by such breach, and to any other remedies provided by law.

8. Privacy Policy

“Privacy Policy” means all information provided by a party to other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, and excluding any information that was or has become publicly available without the receiving party’s actions or inactions.

EmpMonitor confidential information ludes, without limitation, the Service’s features, functionality and performance and your view of the Service. Your Confidential Information ludes, without limitation, the Content.

Each party will hold the other party’s Confidential Information in strict confidence, use it only subject to the terms of this Agreement, allow its use only by the receiving party’s employees and consultants who have signed in advance a confidentiality agreement containing terms similar to this Agreement and on a need-to-know basis and pursuant to the terms of this Agreement, not make the other party’s Confidential Information available to any third party unless to the extent required by applicable law, implement adequate security measures to ensure against unauthorized access to, use or copying of the other party’s Confidential Information, and notify the other party in writing of any misuse of misappropriation of the other party’s Confidential Information of which the receiving party may become aware; in each case without derogating from the terms of the EmpMonitor Privacy Policy.

9. Consent To Use Of Data

You agree that EmpMonitor may collect and use technical data and User information as described in its Privacy Policy (https://empmonitor.com/privacy-policy/), and, luding, but not limited to, technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of customization, updates, and other services to you (if any) related to the Service.

EmpMonitor may use this information to improve the Service or to provide services or technologies to you. EmpMonitor treats personally identifiable information differently from general information. Personally identifiable information can be used to identify, locate or contact you.

General information is information that is not personally identifiable information and is not associated with personally identifiable information. EmpMonitor may convert personally identifiable information into general information by excluding information that is personally identifiable.

You acknowledge that general information belongs to EmpMonitor and that EmpMonitor has the right to use such general information as it determines in its sole discretion. EmpMonitor may process information in the country where it was collected, as well as other countries (luding the United States) where laws regarding processing of personal information may be less stringent than the laws in your country.

EmpMonitor uses personally identifiable information for its own internal purposes, luding contacting you via email to inform you about updates to the Service and providing you with information relating to transactions that you conduct on the EmpMonitor’s website.

EmpMonitor provides personally identifiable information to third parties who process it in accordance with EmpMonitor’s instructions in order for EmpMonitor to provide services to you (luding processing payments for use of the Service). EmpMonitor reserves the right to disclose Your information if EmpMonitor has a good-faith belief that the disclosure is

(a) required by law, regulation, or legal process;

(b) appropriate to detect, prevent, or remedy violations of these Terms, fraud, security, or technical issues; or

(c) permitted in order to protect EmpMonitor, other Users, or the public. If EmpMonitor is involved in a change of control through sale of assets or otherwise, we will give notice before your personally identifiable information is transferred or becomes subject to a different privacy policy.

10. Content & Linking To Other Websites

The Service may enable access to parties’ websites, as well as the websites of third parties (collectively, the “Websites”). The Websites may display, lude, or make available content, data, information, applications or materials from third parties, luding your data, or provide links to additional third-party websites (“Data and Materials”).

By using the Service, you acknowledge and agree that EmpMonitor is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright or trademark compliance, legality, decency, quality or any other aspect of the Websites.

EmpMonitor does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any data and materials on the Websites. To the extent you choose to access such Websites, you do so at your own initiative and are responsible for compliance with any applicable laws, luding, but not limited to, applicable local laws.

EmpMonitor reserves the right to change, suspend, remove, or disable access to the Website at any time without notice. In no event will EmpMonitor be liable for the removal of or disabling of access to any such Websites. EmpMonitor may also impose limits on the use of or access to certain Websites, in any case and without notice or liability.

You agree to use the Websites at your sole risk and that EmpMonitor shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.

11. User Materials

You agree that all information, data, text, sound, photographs, graphics, video, software, or other materials submitted, posted or displayed by you on or through the Service (“User Content”) is your sole responsibility.

EmpMonitor claims no ownership or control over any User Content. By submitting, posting or displaying User Content on or through the Service, you grant EmpMonitor a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, and adapt, such User Content to provide the Service to you.

By submitting, posting or displaying User Content which is intended to be shared or made available to the general public, you grant EmpMonitor a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content through the Service and for the purpose of promoting EmpMonitor and its services.

As a condition of using the Service, you agree not to use the Service to infringe the intellectual property rights of others in any way. You represent that you have the right to grant, or that the holder of any rights, luding moral rights in such content has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant, the license stated above.

If you post User Content in any public area of the Service, You also permit any User to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed in the Service retains any and all rights that may exist in such User Content.

EmpMonitor may review and refuse to accept or remove any User Content in its sole discretion. EmpMonitor reserves the right to expel Users and prevent their further access to the Services for violating these terms or applicable laws, rules or regulations.

EmpMonitor may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for EmpMonitor , damage EmpMonitor’s public image or business.

It is EmpMonitor’s policy to terminate the accounts of any Users who are repeat infringers of the copyrights, or other intellectual property rights, of others. Any profile you submit must accurately describe you, as an individual person, or an agency or organization that you are authorized to create a profile for.

Profiles derived from User Content may be made available through the Service. EmpMonitor does not make any representations regarding the accuracy or validity of such derived profiles, which may differ significantly from User Content.

12. Intellectual Property Ownership

Logo Or Trademark

The trademarks, trade names, trade dress, logos, and service marks (collectively, the “Trademarks”) displayed on https://empmonitor.com/ are the registered and/or unregistered Trademarks of EmpMonitor,  or such other third party that may own the displayed Trademarks. Nothing contained on this Web site or in these terms of service grants to you, by implication or otherwise, any license or right to use any Trademarks displayed on this Web site without the written permission of EmpMonitor, or such other third party that may own the displayed Trademarks.

Copyright On Site Contents

The text, Trademarks, logos, images, graphics, photos, video files, application functionality, or any other digital media, and their arrangement on this Website (“Website Content”) are all subject to patent, copyright, trademark and other intellectual property protection. Website Content may not be copied for commercial use or redistribution, nor may Website Content be modified, processed, or reposted to other websites.

Access to and uses of this Website are solely for your purchase of our services or for personal use, information, education and communication with EmpMonitor, or https://empmonitor.com/. You may download, copy or print the Website Content of this Website for your personal non-commercial use only.

No right, title or interest in any of the Website Content of this Website is transferred to you as a result of any downloading, copying, printing or use of this Website. All rights not expressly granted to you by these Terms are reserved by EmpMonitor.

13. Disclaimer

You expressly acknowledge and agree that use of the service is at your sole risk. Empmonitor cannot and does not warrant the service will meet your requirements that the operation of the service will be uninterrupted or error-free, or that defects in the service will be corrected.

As such, you shall not rely exclusively on the service for any reason. The service and anything related thereto are provided “as is” and “as available”, with all faults and without warranty of any kind, and EmpMonitor hereby disclaims all warranties and conditions with respect to the service and anything related thereto, either express, implied or statutory, luding, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights.

No oral or written information or advice given by EmpMonitor or its authorized representative shall create a WARRANTY.

14. Privacy & Cybersecurity Indemnification

You agree that the EmpMonitor Services and Platform are used to process information and Personal Data that you provide on an individual basis or by way of a transfer by a business entity under these Terms, and for purposes of these Terms you are designated the data Controller and EmpMonitor is designated as Processor as those terms in defined in the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”).

You further agree and acknowledge your obligations as the data Controller under the Personal Data Processing Addendum set forth below. To the fullest extent permitted by law for all Personal Data that you collect, process via the Services or maintain on the Platform, you shall indemnify and hold EmpMonitor, and their respective officers, directors, trustees, shareholders, employees, and agents (each an “Indemnified Party”), harmless from and against any and all damages and liabilities or third party claims against any Indemnified Party, for loss, cost, damage, or expense of every kind and nature (including, without limitation, penalties imposed by law, regulations, rules by any regulatory authority, court costs, expenses, and reasonable attorneys’ fees) to the extent arising out of, relating to privacy and cybersecurity requirements, including without limitation, failure to comply with Articles 5 to 21, and 32 to 37 of the GDPR, or resulting from, in whole or in part, the breach or non-compliance with this Agreement or the omission, negligence, gross negligence or willful misconduct by you or any of your representatives.

15. Limitation Of Liability

To the fullest extent permitted by law,

(i) under no circumstances will either party be liable for any indirect, incidental, special, exemplary or consequential damages; in each case, including but not limited to, damages for loss of profits, even if the parties have been advised of the possibility of such damages, whether based on contract, tort, negligence, strict liability or otherwise; and

(ii) excluding liability for a breach of section 7 (confidentiality), your payment obligations and indemnification obligations under section 14 (indemnification), either party’s aggregate liability to the other party arising out of or related to this agreement or the service will not exceed the fees actually received by EmpMonitor from you under this agreement during the 12 months preceding the applicable claim. The above limitations will apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between the parties. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.

16. Violation Of Rules

EmpMonitor reserves the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in the Offering, including, without limitation, this Agreement, including the right to suspend or permanently block access and use from a particular Internet address to the Website and/or Services. EmpMonitor may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, EmpMonitor reserves the right at all times to:

(i) disclose any information as EmpMonitor deems necessary to satisfy any applicable Laws or governmental request; and

(ii) edit or remove any information or materials, in whole or in part, as applicable, in EmpMonitor’s sole discretion.

17. Consent To Electronic Communications

By registering to use the Service or Platform, or by sending us or emails, faxes, push notifications, or text or voice messages, you are communicating with us electronically.

And in doing so, you expressly consent to receive communications from us electronically via email, fax, push notification, or voice or text message, whether pre-recorded or auto-dialed (“Digital Means”).

We will communicate with you by the aforementioned Digital Means, or by posting notices on the Services or Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. For the Services and Platform that integrate with a mobile functionality, your carrier’s normal messaging; data and other rates and fees will still apply.

18. Use Cases Outside Of The United States

For those EmpMonitor users located outside the United States, you acknowledge and expressly consent to EmpMonitor’s use of your Personal Data and further acknowledge that EmpMonitor’s processing of Personal Data is required to perform the Services or use the Platform.

Further at times Personal Data will be accessible by individuals who are located worldwide including in countries that the European Commission or other geopolitical authorities have not determined to provide the same level of data protection as in your country, province, territory or geopolitical region, and that such information may be accessed by the courts, law enforcement and national security authorities of such jurisdictions.

By providing us with your Personal Data, you are consenting to our use of it in accordance with these Terms, including the transfer of your information across international boundaries to jurisdictions anywhere in the world as permitted by local law.

19. Third Party Websites

Some links on the Website or Services may navigate You away from the Website or Services or redirect You to other websites, including websites operated by third parties.

The linked third party websites are not under EmpMonitor’s control, and the content available on the linked third party websites does not necessarily reflect EmpMonitor’s opinion or imply EmpMonitor’s recommendation or endorsement of the linked third party website or the opinions expressed therein.

EmpMonitor is not responsible for the privacy practices of any other websites. Please be aware that those websites may collect personally identifiable information (“PII”) from or about You as well as non-PII about Your visit. You should review the terms of use and privacy policies that are posted on any website that You visit before using any linked websites.

20. No Fiduciary Relationship

There is no fiduciary relationship between You and EmpMonitor. This Agreement does not create any relationship of principal-agent, partnership, joint venture, or employer-employee between You and EmpMonitor. You may not enter into any contract on EmpMonitor’s behalf or bind EmpMonitor in any way.

21. No Rights Granted; Non-Assignability

These Terms do not constitute a grant or an intention or commitment to grant any right, title, or interest in the Service or EmpMonitor’s trade secrets to you. You may not sell or transfer any portion of the Service to any third party. You shall not identify the Service as coming from any source other than EmpMonitor. These Terms are exclusive and personal to you. You shall not assign or otherwise transfer any rights or obligations under these Terms.

22. Choice Of Law

  • Jurisdiction. This Agreement will be governed by laws of the State of California, USA without regard to its choice of law or conflicts of law principles. You and EmpMonitor consent to the exclusive jurisdiction and venue in the courts in San Francisco, California, USA, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court where such infringement has occurred. Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts.
  • Choice of Law. Regardless of the place of execution, delivery, performance or any other aspect of these Terms, these Terms and all of the rights of the parties under these Terms shall be governed by, construed under, and enforced in accordance with the procedural and substantive law of the State of California, United States of America, to the exclusion of any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of these Terms to the substantive law of another jurisdiction.
  • General Indemnity. You agree to indemnify and hold EmpMonitor and (as applicable) its related entities, affiliates, and EmpMonitor’s and their respective officers, directors, agents, and employees, harmless from and against any and all claims, demands, proceedings, losses and damages (actual, special, and consequential) of every kind and nature, known and unknown, including reasonable attorney fees, made by any third party due to or arising out of your breach of these Terms or your violation of any law or the rights of any third party.
  • Attorney Fees and Expenses. In a dispute arising out of or related to these Terms, EmpMonitor shall have the right to collect reasonable attorney fees and costs and necessary expenditures from you.
  • Severability. If a court finds any provision of these Terms invalid or unenforceable, the remainder of these Terms shall be interpreted so as best to affect the intent of the parties.
  • Effect of Waiver. The failure to exercise any right provided in these Terms shall not be a waiver of prior or subsequent rights.

23. Force Majeure

Notwithstanding any other provision of this Agreement, neither You or EmpMonitor shall be deemed in default or breach of this Agreement or liable for any loss or damages or for any delay or failure in performance (except for the payment of money) due to any cause beyond the reasonable control of, and without fault or negligence by, You, us, or Your or our officers, directors, employees, agents or contractors.

Without limiting the foregoing, the following shall constitute events of “Force Majeure”: acts of State or governmental action, riots, war, terrorism, strikes, lockouts, prolonged shortage of energy supplies, epidemics, pandemics, any global, national, or local public health emergency or disease outbreak (including, without limitation, COVID-19 (a/k/a the 2019 Novel Coronavirus) or any similar disease(s)), fire, flood, hurricane, typhoon, earthquake, lightning, explosion, any other acts of God or any third party, the failure of telecommunications equipment or other hardware, any third party software or any third party services.

24. Legal Notice

EmpMonitor may modify these Terms or any additional terms, and such modification shall be effective and binding on you upon notice by EmpMonitor via email to the email account provided by you upon registration for the Service.

If you do not agree to any modification of these Terms, you should discontinue your use of the Service. Communications made through the EmpMonitor’s website or any email or contact links provided thereon shall in no way be deemed to constitute legal notice to EmpMonitor or any of its officers, employees, agents, or representatives, such as where notice to EmpMonitor is required by contract, or any federal, state, or local laws, rules, or regulations.

25. Suggestions And Feedback

EmpMonitor welcomes feedback, comments and suggestions for improvements to the Offering (“Feedback”). You can submit Feedback by emailing EmpMonitor at support@empmonitor.com. You grant to EmpMonitor a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that You own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose without payment of any consideration, attribution, or any other remuneration to You .

26. Dispute Resolution And Arbitration

The parties will use reasonable efforts to resolve any dispute arising of this Agreement through a meeting of designated business representatives from each party.If the parties fail to resolve the dispute within thirty (30) days, either party may seek any available legal relief, provided that EmpMonitor is not obligated to follow this informal dispute resolution process to the extent EmpMonitor reasonably believes that You have, in any manner, violated, attempted to violate, or threatened to violate EmpMonitor’s intellectual property rights.

After exhausting the informal dispute resolution process set forth above, any dispute or claim arising out of or relating to this Agreement and/or the Offering, except as set forth in this Section 24 and any claims that You have, in any manner, violated, attempted to violate, or threatened to violate EmpMonitor’s intellectual property rights, which EmpMonitor may, in its sole discretion, choose to bring in court or arbitration, shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under the then-existing Commercial Arbitration Rules (“Rules”).

Reference to the AAA Rules does not constitute incorporation of the absolute right for the arbitrator(s) to decide any questions of arbitrability or jurisdiction.

Either party may ask a court of competent jurisdiction to determine whether any particular dispute is arbitrable, without a presumption in favor of arbitration. The arbitration must be stayed during the pendency of any court action involving arbitrability or the arbitrator’s jurisdiction.

The arbitrator(s) may not award punitive damages or any relief that is not measured by the prevailing party’s actual damages and must apply the Limitation of Liability provision herein as written.

The arbitrator(s) may not modify the terms of this Agreement. In any event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrator(s) have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction.

Either party may seek to confirm and enforce any final award entered in arbitration, in any court of competent jurisdiction. Notwithstanding the agreement to such procedures, either party may seek equitable relief to enforce its rights to arbitrate in any court of competent jurisdiction.

27. Minimum Age of Users

All Users of EmpMonitor’s Service must be at least 18 years of age and older than the age of legal majority in your jurisdiction (if it is over 18). By using the Service you promise that you are over 18 years of age and are a competent legal adult in your jurisdiction.

GDPR Data Processing Addendum

In addition to the terms stated in between EmpMonitor and the Customer for subscriptions to the EmpMonitor Services and Platform, this Personal Data Processing Addendum (“PDPA”) covers personal data processing, privacy, and cyber security duties. By agreeing to these Terms, Customer acknowledges that its Authorized Affiliates qualify as the “Controller” as defined under General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”) to the extent that EmpMonitor processes Personal Data in connection with Customer’s subscription to Platform.

All capitalized terms not defined in this PDPA shall have the meaning set forth in the Terms. In the course of providing the Services to Customer pursuant to the Terms, EmpMonitor may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data.

1. Integration

This PDPA shall not replace shall not replace any equivalent or extra rights related to the processing of customer data that are included in the Terms.

2. Processing Of Personal Data

This PDPA shall not replace shall not replace any equivalent or extra rights related to the processing of customer data that are included in the Terms.

Roles of the parties

The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, EmpMonitor is the Processor and that EmpMonitor or members of the EmpMonitor Group will engage Sub-processors in accordance with the conditions outlined in Section 5 “Sub-processors” below.

Customer’s processing of personal data

The Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, the Customer’s instructions for the processing of Personal Data must adhere to all applicable Laws and Regulations on Data Protection. The correctness, excellence, legality, and method by which the Customer obtained Personal Data shall be solely the responsibility of the Customer.

EmpMonitor’s processing of personal data

EmpMonitor shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of and in accordance with Customer’s documented instructions for the following purposes:

(i) Processing in accordance with the Terms 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 (e.g., via email) where such instructions are consistent with the terms of the Agreement.

Processing details

The provision of the Services in accordance with the Terms is the subject-matter of EmpMonitor’s processing of personal data. The length of the Processing, the nature and purpose of the Processing, the categories of Data Subjects Processed under this PDPA, and the kinds of Personal Data are further described above.

3. Rights Of Data Subjects

Data subject request

EmpMonitor shall, to the extent legally permitted, promptly notify Customer if EmpMonitor 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”).

Taking into account the nature of the Processing, EmpMonitor shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’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, EmpMonitor shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent EmpMonitor is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from EmpMonitor’s provision of such assistance.

4. Empmonitor Personnel

Confidentiality

EmpMonitor 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 on their responsibilities and have executed written confidentiality agreements. The EmpMonitor shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

Reliability

EmpMonitor shall take commercially reasonable steps to ensure the reliability of any EmpMonitor personnel engaged in the Processing of Personal Data.

Limitation of access

EmpMonitor shall ensure that EmpMonitor’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

5. Security

Customers shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without Customer’s knowledge or consent.

EmpMonitor will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance with industry standards. EmpMonitor will notify you if it becomes aware of unauthorized access to Content. EmpMonitor will not access, view or process Content except (a) as provided for in this Agreement and in EmpMonitor privacy policy (“Privacy Policy”); (b) as authorized or instructed by you, (c) as required to perform its obligations under this Agreement; or (d) as required by applicable law. EmpMonitor has no other obligations with respect to Content.

6. Customer Data Incident Management And Notification

EmpMonitor maintains security incident management policies and procedures specified in the Security, Privacy and Architecture Documentation and shall, notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by EmpMonitor or its Sub-processors of which EmpMonitor becomes aware (a “Customer Data Incident”). EmpMonitor shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as EmpMonitor deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within EmpMonitor’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.

7. Return And Deletion Of Customer Data

EmpMonitor shall return Customer Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and timeframes specified in the Security and Privacy Documentation.

European Specific Provisions

GDPR

With effect from May 25, 2018, EmpMonitor will process personal data in compliance with GDPR regulations that are specifically relevant to EmpMonitor’s provision of its Services.

Data Protection Impact Assessment (DPIA)

‍With effect from 25 May 2018, upon Customer’s request, EmpMonitor shall provide customer with reasonable cooperation and assistance necessary to fulfill customer’s obligation under the GDPR to carry out a data protection impact assessment related to customer’s use of the services, to the extent customer does not otherwise have access to the relevant information, and to the extent such information is made available to EmpMonitor.