Below is an overview of our Terms of Service (“Terms”) for the ‘GoAvo.AI’ application (“Application” or “App”) and/or website https://www.goavo.ai/home/ (“Website”). For the purposes of these Terms, the term “Platform” means any GoAvo.Ai website, application, or Services including content we offer and electronic communications we send.
Please make sure to also read the complete Terms of Service, which is our legally binding agreement. The Terms of Service include information about your legal rights and covers areas such as subscription and its renewals, limitations of liability, resolution of disputes by mandatory arbitration.
GoAvocado AI Private Limited (“GoAvo.Ai”, “Company”, “We”, “Our” or “Us”) duly incorporated private limited company under the applicable laws of India. We are an event Intelligence OS for community-led events which provides a cloud-based event operations and attendance intelligence platform designed to assist community organizers, event hosts, and businesses (“Organizers”) in managing event registrations, attendee communications, check-ins, and analytics (“Services”).
GoAvo.Ai enables you and other members to arrange offline, real-world groups and events. We use the terms “you” and “your” to mean any person using our Platform, and any organization or person using the Platform on an organization’s behalf. We provide our Platform to you subject to these Terms of Service. We use the terms “Terms of Service” and “Agreement” interchangeably to mean this document together with our Policies. Your use of the Platform signifies that you agree to this Agreement. If you are using the Platform for an organization, you agree to this Agreement on behalf of that organization, and represent you have authority to bind that organization to the terms contained in this Agreement. If you do not or are unable to agree to this Agreement, do not use our Platform.
We may update or modify this Agreement from time to time. The updated version will be posted on the Platform with a revised “Last Updated” date. If we make material changes, we will provide additional notice where required by applicable law (e.g., by email or a prominent notice on the Platform). Your continued access to or use of the Platform after the effective date of the updated Agreement constitutes your acceptance of the revised terms. If you do not agree to the changes, you must discontinue use of the Platform.
The Platform is available only to individuals who are at least 18 years old. By using the Platform, you represent and warrant that you are at least 18. Eligibility requirements for specific features, groups, or events may be established by the applicable moderators, managers, or Organizers.
We may restrict or remove your Content, or suspend, restrict, or terminate your account or access to the Platform, if we reasonably determine that you have violated this Agreement (including any incorporated policies), or if such action is necessary to protect the Platform, our community, or our legitimate business interests. Where required by applicable law, we will notify you of the reasons for such action. We may also deactivate accounts that remain inactive for an extended period. We also may remove accounts of members who are inactive for an extended period of time. Please email support@goavo.ai or contact us through the appeals link (if you have a dedicated case ID), if you believe the restriction, removal, modification, suspension, or termination has occurred in error.
When registering for an account, you must provide accurate and current information, including a valid email address and password. You agree to keep your account information up to date at all times. You are solely responsible for maintaining the confidentiality and security of your login credentials. You must use a strong, unique password and must not share your credentials with any third party. Any activity conducted through your account will be deemed authorized by you. We reserve the right to suspend or terminate your account if you fail to maintain adequate security or if we detect unauthorized or suspicious activity. If you believe your account has been compromised or accessed without authorization, you must promptly notify our Trust & Safety team at support@goavo.ai.
Subject to your compliance with this Agreement, GoAvo.Ai grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to use the Platform in order to access and use the services and features that we make available to you.
GoAvo.Ai offers its Services under tiered subscription plans and optional add-ons. Each plan provides a defined scope of features, access rights, usage thresholds, seat allocations, and entitlements. Current plan details are described on our Pricing page and may be modified at any time in our sole discretion. Unless expressly stated otherwise, standard (non-AI) event creation may be made available without numerical limitation. However, AI-generated events, AI-powered tools, analytics modules, automation features, messaging functionality, integrations, exports, and other advanced capabilities are subject to plan-based, monthly, per-event, per-seat, or fair-use limits.
Only published (live) events may count toward plan quotas, enforcement thresholds, analytics eligibility, or feature access. Draft events may not count toward usage limits unless and until published. Certain features including but not limited to AI shortlisting, lead scoring, predictive modeling, data exports, CRM synchronization, automation workflows, branding controls, advanced analytics, compliance tools, role-based access controls, and enterprise functionality may be restricted to specific subscription tiers or offered solely as paid add-ons.
Access may be gated, rate-limited, partially restricted, watermarked, or otherwise limited based on the applicable plan. Unused allocations do not roll over unless expressly stated. Archiving, duplicating, editing, reclassifying, or recreating events does not reset, renew, or circumvent usage limits. GoAvo.Ai reserves the right to enforce fair-use standards and to prevent abuse, excessive automation, artificial manipulation of limits, system strain, or misuse of AI capabilities. Add-ons may be offered on a per-event, per-feature, per-seat, or time-bound basis and are subject to separate conditions and expiration terms. Purchase of an add-on does not permanently modify subscription entitlements unless explicitly stated.
We offer participation in promotional, pilot, beta, ambassador, or community programs, including but not limited to the GoAvo guild program. Participation in any such program and enterprise subscriptions may be governed by a separate written agreement, which shall prevail in the event of any inconsistency with these Terms. GoAvo.Ai operates across multiple jurisdictions. Plan availability, features, taxes, invoicing entities, and regulatory controls may vary depending on the user’s location. We reserve the right to modify plan structures, eligibility criteria, feature allocations, and usage thresholds at any time. Continued use of the Services following such modifications constitutes acceptance of the updated structure. Subscriptions renew automatically unless cancelled in accordance with our cancellation procedures. Failure to maintain an active subscription may result in downgrade, suspension, or restriction of access.
We may charge fees for events, memberships, or other offerings made available through the Platform. If you make a payment through the Platform, you authorize us and our designated third-party payment service provider to charge your selected payment method for the total applicable amount, including taxes and related charges. Certain fees may be billed on a recurring basis, in which case you authorize recurring charges unless and until cancelled. If a payment method is declined, invalid, or cannot be processed, we may suspend or restrict access until payment is successfully completed. GoAvo.Ai reserves the right, but not the obligation, to issue refunds or payment reversals where appropriate, including in cases of suspected fraud, policy violations, chargebacks, or legal compliance requirements.
Subscriptions and certain features may be billed on a recurring basis, payable in advance for the applicable billing period. Unless cancelled prior to renewal, subscriptions automatically renew for successive periods, and you authorize us to charge the applicable renewal fees. You may cancel auto-renewal at any time in accordance with our cancellation procedures. Except as required by applicable law or expressly stated in our Refund Policy, fees are non-refundable. Free trials, promotional credits, or introductory offers may convert into paid subscriptions at the end of the trial period unless cancelled prior to expiration. We will disclose material trial terms at the time of offer.
Payments made through the Platform are processed by third-party payment service providers. GoAvo.Ai does not provide payment processing services and is not a party to your agreement with any such provider. Your use of third-party payment services is subject to their respective terms and conditions. GoAvo.Ai shall not be liable for acts, omissions, errors, security breaches, or service interruptions attributable to third-party payment providers. Organizers using the Platform to collect payments must comply with the applicable third-party processor terms and all relevant laws and regulations.
Depending on your location, payments for the Services may be invoiced by GoAvo.Ai or by an affiliated entity authorized to operate in the relevant jurisdiction. Applicable taxes, including VAT, GST, sales tax, or similar indirect taxes, may be added where required by law. Issuance of invoices by an affiliate or local entity does not alter the contractual rights and obligations set forth in these Terms, nor does it modify the applicable fee structure.
You are responsible for the Content you post on our Platform or send to us. You give us a license to use this Content to operate, improve, promote, and protect GoAvo.Ai and our Platform. Our Privacy Policy explains how we collect and use information you provide about yourself and the information that may be associated with you, and explains the limited ways we may share this information.
You are responsible for the Content that you post to the Platform or otherwise provide to GoAvo.Ai. We use the word “Content” to mean the information, material, and any other content that you post to the Platform or otherwise send to us. Examples of your Content include:
By being responsible for your Content, you agree, among other things, that:
We do not claim ownership of your Content. However, to operate, maintain, improve, secure, promote, and commercialize the Platform and our Services, you grant GoAvo.Ai and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, host, store, reproduce, process, adapt, modify, publish, display, perform, distribute, create derivative works from, and otherwise exploit your Content in any media or format now known or later developed. To the maximum extent permitted by applicable law, you waive (and agree not to assert) any moral rights or similar rights in your Content against GoAvo.Ai and its authorized sublicensees. This license survives termination of your account or cessation of use of the Platform, and permits us to retain and continue to use your Content for lawful business purposes, including archival, compliance, analytics, and promotional uses.
GoAvo.Ai collects registration and other information about you through our Platform. Please refer to our Privacy Policy and Cookie Policy for details on how we collect, use, and disclose this information. These policies do not govern use of information that you provide to third parties, such as to organizers and other members of the GoAvo.Ai Platform. GoAvo.Ai has no control over how other Organizers may use information that you provide to them, so you should exercise common sense and good judgment when sharing information with others on our Platform.
You acknowledge and agree that GoAvo.Ai may use, reproduce, publish, display, distribute, and otherwise reference certain information relating to communities, events, speakers, venues, and platform activity created, submitted, or generated through the Platform for the purposes of platform promotion, marketing, ecosystem visibility, product analytics, public reporting, case studies, research, and showcasing the impact and usage of the GoAvo.Ai Platform. Such information may be displayed or referenced on GoAvo.Ai's website, platform interfaces, directories, Guild galleries, ecosystem maps, reports, presentations, social media, marketing materials, investor materials, and other public or internal communications.
Where attendee or audience-related insights are shared publicly, such information will be aggregated and anonymized, and GoAvo.Ai will not disclose personally identifiable attendee information without appropriate consent. These uses are intended to highlight the communities and ecosystem built on GoAvo.Ai, enable discovery of events and organizers, provide marketing and product insights, and demonstrate the value and impact of the Platform.
If you do not wish for certain information associated with your community, event, or participation to be used for promotional or public visibility purposes, you may contact us at support@goavo.ai and we will refrain from using it for such purposes.
When you use our Platform, we require that you follow the acknowledge that you are subjected to this Terms and our Policies. You also agree to comply with all applicable laws, rules and regulations, and to not violate or infringe the rights of any third party. In addition, your access to and use of some areas or features of the Platform may be subject to additional terms, policies, standards or guidelines (“Additional Terms”). You may be required to accept these Additional Terms before you can access these Platform areas and features.
If you do not comply, we may restrict or remove your Content, or modify, restrict, suspend, or terminate your account or access to the Platform and we will, where required by applicable law, provide you with reasons for the restriction, removal, modification, suspension, or termination. If you wish to appeal an action to moderate your Content or modify, restrict, suspend, or terminate your account or access to the Platform, you can email support@goavo.ai.
If you think GoAvo.Ai is not complying with its legal duties regarding illegal content, illegal content reporting, your right to freedom of expression within the law, or the privacy of members, you can submit a complaint by email to support@goavo.ai. We will review your complaint against the applicable law, these Terms of Service, and any other relevant GoAvo.Ai policies, and inform you of the outcome of your complaint by email. If we restrict or remove your Content or modify, restrict, suspend, or terminate your account or access to the Platform in breach of these Terms of Service, you have a right to bring proceedings for breach of contract in accordance with the terms of Section 9 (Dispute Resolution) and the other provisions of these Terms of Service, unless such provisions cannot apply to your claim(s) under applicable law.
GoAvo.Ai recommends Content to you so that you can see groups and events that would be of most interest and relevance to you, but GoAvo.Ai does not control the Content of other members. When we become aware of inappropriate Content on our Platform, we reserve the right to investigate and take appropriate action, but we are not liable for the Content of other members. GoAvo.Ai protects members from illegal content by reviewing reports from others and using software to carry out own-initiative monitoring. These processes are designed to help minimize the length of time for which illegal content, including serious illegal content, is present on the Platform. For this purpose, serious illegal content includes terrorism content, child sexual exploitation and abuse content and certain other harmful content. GoAvo.Ai is not a party to any offline arrangements made through our Platform. GoAvo.Ai does not conduct or require background checks on members and does not attempt to verify the truth or accuracy of statements made by members. GoAvo.Ai makes no representations or warranties concerning the conduct or Content of any members or their interactions with you.
The Platform, including all underlying technology, software, content, and materials, contains proprietary and confidential information owned by or licensed to GoAvo.Ai and is protected by intellectual property and other applicable laws. Except as expressly permitted under this Agreement, you shall not, directly or indirectly:
(a) copy, reproduce, modify, distribute, publicly display, create derivative works from, or otherwise exploit the Platform or any portion thereof;
(b) remove, obscure, or alter any proprietary notices;
(c) reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying ideas of the Platform; or
(d) rent, lease, sublicense, resell, or use the Platform for unauthorized commercial purposes.
You shall not use the Platform to collect or solicit personal data except as strictly necessary for legitimate event or group administration, and you shall not collect or process sensitive personal data unless expressly authorized and compliant with applicable law. You agree to comply with all applicable export control and trade sanctions laws in connection with your use of the Platform.
You agree that you will not, either directly or indirectly, (a) extract data from the Platform for a commercial purpose not permitted by these Terms, whether through use of an automated system or software, and whether operated by a third party or otherwise (“screen scraping,” “data scraping,” or “web scraping”); or (b) engage in any activity that interferes with or disrupts, that is designed to interfere with or disrupt, or imposes undue burdens on the Platform or its systems.
We work hard to continuously improve our Platform. This means that we may modify or discontinue portions or all of our Platform with or without notice and without liability to you or any third party.
The Platform contains links to third-party sites, and is integrated with various third-party services, applications and sites that may make their content and products available to you. We don’t control these third parties and aren’t responsible for those sites or services or their content or products. These third parties may have their own terms and policies, and your use of them will be governed by those terms and policies. For example, some areas of our Platform feature services provided by Google drive and YouTube.
To the full extent permitted by applicable law, you agree not to hold us responsible for anything that happens related to transactions with third parties, member interactions, or in connection with a GoAvo.Ai group or GoAvo.Ai event. To the full extent permitted by applicable law, you agree to release us and our officers, directors, shareholders, agents, employees, consultants, corporate parent, affiliates, subsidiaries, sponsors, and other third-party partners (“GoAvo.Ai Parties”) from claims, demands, and damages (direct and consequential) (“Claims”), arising out of or in any way connected with any transaction with a third party, your interactions with other members, or in connection with a GoAvo.Ai group or a GoAvo.Ai event.
You also agree, to the full extent permitted by applicable law, to release organizers from Claims based on an organizer’s negligence arising out of or in any way connected with their Content, a GoAvo.Ai group, or a GoAvo.Ai event. The law in some countries and states does not allow the release, so these limits may not apply to you. You waive and relinquish all rights and benefits that you have or may have under Section 1542 of the California Civil Code or any similar provision of statutory or non-statutory law of any other jurisdiction to the fullest extent permitted by law. You acknowledge that some GoAvo.Ai events carry inherent dangers, such as the risk of illness, bodily injury, disability, or death. By participating in these events, you understand and agree that you have freely chosen to assume these risks.
Our Platform is provided to you “as is” and on an “as available” basis. To the full extent permitted by applicable law, we disclaim all warranties and conditions of any kind, including but not limited to statutory warranties, and the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We also disclaim any warranties regarding:
(a) the reliability, timeliness, accuracy, and performance of our Platform,
(b) any information, advice, services, or goods obtained through or advertised on our Platform or by us, as well as for any information or advice received through any links to other websites or resources provided through our Platform,
(c) the results that may be obtained from the Platform, and
(d) the correction of any errors in the Platform,
(e) any material or data obtained through the use of our Platform, and
(f) dealings with or as the result of the presence of marketing partners or other third parties on or located through our Platform.
You may have additional rights under the law of the country in which you are based. You agree that the duration of such additional rights will be limited to the full extent permitted by such law.
To the full extent permitted by applicable law, you agree that in no event shall any GoAvo.Ai Parties be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if any GoAvo.Ai Parties have been advised of the possibility of such damages) arising out of or in connection with (a) our Platform or this Agreement or the inability to use our Platform (however arising, including our negligence), (b) statements or conduct of or transactions with any member or third party on the Platform, (c) your use of our Platform or transportation to or from GoAvo.Ai events, attendance at GoAvo.Ai events, participation in or exclusion from GoAvo.Ai groups or GoAvo.Ai events and the actions of you or others at GoAvo.Ai events, or (d) any other matter relating to the Platform. Our liability to you or any third parties in any circumstance is limited to the amount of fees, if any, you paid to us in the 12 months prior to the action that may give rise to liability.
Before making any claim, you and GoAvo.Ai agree to try to resolve any disputes through good faith discussions. We use the term “claim” in this Section 9 to mean any dispute, claim or controversy arising out of or relating to your use of our Platform or this Agreement, including your participation in GoAvo.Ai events. You or GoAvo.Ai may initiate this process by sending written notice according to Section 11.2 describing the dispute and your proposed resolution. In the event that we cannot resolve the issue within 30 business days following receipt of the initial notice, you or GoAvo.Ai may bring a claim in accordance with this Section 9.
If the dispute is not resolved within a reasonable period, it shall be finally and exclusively resolved by binding arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitral tribunal shall consist of a sole arbitrator appointed in accordance with the said Act. The arbitration proceedings shall be conducted in the English language. The seat and legal place of arbitration shall be Hyderabad, India, and the courts located at Hyderabad shall have exclusive supervisory jurisdiction over the arbitration proceedings. The arbitral award shall be final and binding on the parties and enforceable in accordance with applicable law. Except where expressly prohibited by applicable law, you agree that arbitration shall be the sole and exclusive method of resolving disputes, and you waive any right to initiate or participate in proceedings before any court or tribunal, except for enforcement of an arbitral award or for interim relief as permitted under applicable law.
The arbitration procedures described in this Section 9.2 applies to all members, except for members who are based in the European Union.
a. Arbitration Time for Filing: Any claim subject to arbitration must be filed within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law.
GoAvo.Ai trademarks, logos, service marks, and service names are the intellectual property of GoAvo.Ai. Our Trademark Usage Guidelines explain how you may and may not use them. Our Platform, including our material on the Platform, are also our or our licensors’ intellectual property. Except as described in the Trademark Usage Guidelines, you agree not to use our intellectual property without our prior written consent.
GoAvo.Ai respects the intellectual property of others, and we expect our members to do the same. We may, in appropriate circumstances and in our discretion, remove or disable access to material that we believe may infringe the intellectual property rights of others. We may also restrict or terminate access to our Platform to those who we believe to be repeat infringers. If you believe your intellectual property rights have been violated, please report on support@goavo.ai.
This section contains terms we have added for miscellaneous purposes. Please continue to read this section carefully.
This Agreement was written in English. It was then translated into other languages. If there is any inconsistency between the English version and a translated version, the English language version controls.
Except as otherwise stated in this Agreement or as expressly required by law, any notice to us shall be given by certified postal mail to Bending Spoons US Inc., Attn: GoAvo.Ai Legal Department, 169 Madison Avenue, Ste 11218, New York, NY 10016, or by email to legal@goavo.ai. Any notice to you shall be given to the most current email address in your account.
This Agreement, together with all policies, guidelines, and supplemental terms referenced herein or made available on the Platform (as amended from time to time), constitutes the complete and exclusive agreement between you and GoAvo.Ai with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, representations, or understandings, whether written or oral.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and GoAvo.Ai is intended or created by this Agreement. A member of the GoAvo.Ai Platform is not GoAvo.Ai's representative or agent, and may not enter into an agreement on GoAvo.Ai’s behalf.
This Agreement and the relationship between you and GoAvo.Ai shall be governed by the laws of India.
This Agreement is not assignable, transferable, or sublicensable by you except with GoAvo.Ai’s prior written consent, but may be assigned or transferred by us to our corporate parent or any affiliate or subsidiary, or in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of GoAvo.Ai’s assets, or similar transaction.
A party’s failure to exercise or enforce any right or provision of this Terms shall not constitute a waiver of such right or provision and does not waive any right to act with respect to subsequent or similar breaches.
You agree that you shall not, directly or indirectly, make, publish, or communicate to any third party any false, misleading, or disparaging statements concerning the other Party, its business, services, officers, employees, or affiliates.
If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and GoAvo.Ai nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
If we terminate your account or access to our Platform, this Agreement terminates with respect to your account that has been terminated, provided that the provisions listed in Section 11.13 will survive such termination.
Sections 3 (Fees, Payments, and Offers), 4.2 (Content License from You), 6 (Release), 7 (Indemnification), 8 (Warranty Disclaimer and Limitation of Liability), 9 (Dispute Resolution), and 11 (General Terms) of this Agreement, and any other provisions necessary to give effect to these provisions, shall survive any termination or expiration of this Agreement.
This Integrated Services and Data Processing Agreement (“Agreement”) forms part of the Contract for Services (“Principal Agreement”) between;
GoAvocado AI Private Limited, an Indian company duly incorporated under the Indian laws, having its permanent address at 1/817, SMR Vinay Harmony County, Bandlaguda Jagir, Don Bosco Nagar, Rajendranagar, Hyderabad – 500086, Telangana, India. (hereinafter referred to as the “Data Processor” which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the FIRST PART;
AND
[*], an [*] duly incorporated under the Indian laws, having its permanent address at [*] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the SECOND PART;
NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS SET FORTH HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
1.3 “Business”, “Service Provider”, “Contractor”, “Personal Information”, “Sell”, “Share”, and “Business Purpose” shall have the meanings given in the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively, “CCPA”).
1.4 “Personal Information” includes “Sensitive Personal Information” where applicable.
2.1 Processor shall:
2.2 The Company instructs Processor to process Company Personal Data.
Processor shall:
3.1 not Sell or Share Personal Information.
3.2 not retain, use, or disclose Personal Information:
3.3 not use Personal Information for its own commercial purposes or for the commercial purposes of any third party.
3.4 not combine Personal Information received from Company with personal information received from another person or collected from Processor’s own interaction with consumers, except as permitted by the CCPA.
The Personal Data processed under this Agreement may include, but is not limited to:
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
6.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
6.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
Processor shall not appoint (or disclose any Company Personal Data to) any Sub processor unless required or authorized by the Company.
8.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organizational measures, in so far as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
8.2 Processor shall:
9.1 Processor shall notify the Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
9.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
11.1 Subject to this section 9, Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.
12.1 Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.
12.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
Taking into account the nature of the processing, Processor shall:
The Company may take reasonable and appropriate steps to ensure that Processor uses Personal Information in a manner consistent with Company’s obligations under the CCPA.
If the Company determines that Processor is processing Personal Information in an unauthorized manner, Company may take reasonable and appropriate steps to stop and remediate such unauthorized use, including requiring corrective action or termination of the Agreement.
15.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.
16.1 Confidentiality: Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
16.2 Notices: All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.
17.1 This Agreement is governed by the laws of India.
17.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Hyderabad, subject to possible appeal to Hyderabad.
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IN WITNESS WHEREOF, this Agreement is entered into with effect from the date first set out below.
Signature:
Name:
Title:
Date Signed:
Signature:
Name:
Title:
Date Signed: