Terms of Service Agreement
Welcome to Millennium Forum. By accessing, viewing or using this service or any of its or its partners’ websites, tools, content, services, data or work therein (together, the “Services”), you agree to the Terms of Service set forth in this agreement, together with our Privacy Notice and Data Processing Agreement (collectively, the "Agreement"), with Millennium School of San Francisco, a California 501c3 non-profit organization, dba Millennium.org, ("Millennium"). Your (“you” or “your”) continued acceptance of and compliance with the terms of this agreement are a condition precedent to your right to access or use the site, or any portions thereof.
1. Service License. In consideration of your accessing the Services, your compliance with the terms of this agreement are conditions precedent to Millennium’s license grant. Millennium grants you a non- exclusive, non-transferable and limited license to access and use the Services only for your personal use, and subject to all terms and conditions of this agreement. You specifically may not provide access to the Services, or any portions thereof, either directly or indirectly, to any third party. Except as expressly permitted herein, you may not copy, reproduce, rent, lease, sell, modify, alter, commercially exploit, transmit, distribute, reverse engineer, create any derivative works or maintain any archive of the Services, or any portions thereof.
3. Proprietary Rights. You agree that all right, title and interest (including all trademarks, service marks, content, tools, processes and other intellectual property rights) in and to the Services, belongs exclusively to Millennium. Millennium has created the text and visual images or otherwise licensed the copyright rights to use the technology and content appearing in the Services, and you agree to ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the Services, or any portions thereof, shall remain intact and clearly legible on any copy of the Services’ content.
4. Takedown of Third-Party Content. We respect your content ownership rights. Your use of and access to the Services signifies your agreement to respect the ownership rights of other users. We will respond to all take-down notices of alleged copyright violations that are in compliance with applicable law. A proper take-down notice under the digital millennium copyright act will include the following: (i) the signature of a person authorized to issue the take-down notice; (ii) identification of the copyrighted work at issue; (iii) identification of the material that is allegedly infringing upon the copyrighted work; (iv) contact information for the complaining party; (v) good faith statement of the complaining party; and (vi) a statement attesting to the accuracy of the information provided under penalty of perjury. We reserve the right to remove content that allegedly infringes on the ownership rights of other users without notice and within our discretion. If it is determined that you have repeatedly infringed upon the ownership rights of others, your account will be terminated.
5. User-Generated Content. By uploading any content to the site, or submitting creative ideas, concepts, know-how, techniques, suggestions, opinions, votes, endorsements, quotes or materials (collectively, “Submissions”), you are automatically granting the company a perpetual, royalty-free, non-exclusive, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform or display such submissions, in whole or in part, in any form, media or technology now known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes, and to sublicense such rights to others (collectively, “Rights”). All submissions, whether solicited or unsolicited, shall become and remain the property of Millennium. This means that anything submitted by you to the Services may be used by Millennium for any purpose, now or in the future, without any payment to, or further authorization by, you. Millennium also has the right, but not the obligation, to use your initials or social media user name in connection with the broadcast, print, online or other use or publication of your submission.
6. Warranty Disclaimer. The Services, and any portions thereof, including any links to third parties, are provided “as is” and without warranties of any kind. Millennium and its employees, agents, contractors, subcontractors, contributors and third party providers (the “Related Parties”) do not warrant, guarantee or make any representations concerning the site, and specifically disclaim any warranty or representation concerning the accuracy, reliability, completeness, currentness, or functionality of the Services. Moreover, Millennium and its Related Parties do not make any warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, accuracy, and/or non-infringement of any intellectual property rights with respect to the Services. Millennium and its Related Parties also do not warrant the site to be free of any error or defect. You: (1) assume the entire risk as to the suitability, use, results of use, performance, accuracy, completeness, currentness and performance of the Services; (2) waive any claim of detrimental reliance upon the site; and (3) waive any claim based upon the accuracy, completeness and currentness of the Services. To the maximum extent permitted by law, you specifically waive any and all rights under the uniform computer information transactions act (“ucita”).
7. Limitation of Liability. Your sole and exclusive remedy, and Millennium’s and its Related Parties’ entire liability, shall not exceed one hundred US dollars. In no event shall Millennium and/or its Related Parties have any liability, in contract, tort or otherwise, for any direct, indirect, consequential, incidental or punitive damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, and the like) arising out of any inaccuracy or defect in the Services, or any portions thereof, or your use of or inability to use a particular Services portion, site or link, even if advised of the possibility of such damages. in no event shall Millennium or its Related Parties be liable for any such damages.
8. No Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of Millennium and you and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
9. indemnification. You hereby agree to indemnify and hold harmless Millennium and its Related Parties from all claims, liabilities, damages and expenses (including attorneys’ fees and court costs) arising out of or relating to your use of the Services and/or your breach or alleged breach of this Agreement.
11. Cancellation and Refund Policy. You may cancel your participation in the Services within 30 days from the date of registration and payment, in return for a full refund, by submitting a written request for cancellation. Cancellations after 30 days from registration and payment will not be refunded, however credit towards future Services may apply.
12. Linking. You may link to sites related to the Services, except through the process of framing or other distortion or obscuring of Millennium’s content, branding or other intellectual property information. Millennium assumes no responsibility for any errors or omissions in the contents of its site, including contents that are referenced by or linked to third party sites. Millennium makes no representations or warranties of any kind for the contents of its site or any third party sites.
12. Privacy. Millennium is firmly committed to your privacy and restricts its information gathering and dissemination practices for the Services. Please see the Privacy Notice for further details.
13. Eligibility & Media Release. You hereby warrant that your are over 18 years of age and acknowledge that by participating in the Services you are awarding Millennium permission to use and/or take photographs or videos for the purposes of promotional and training materials and other media which may be electronically displayed via the internet, in educational settings, or other public facing outlets. You release and discharge Millennium and its Related Parties from any and all claims, causes of action, liabilities and damages based upon or arising out of any use of your name, voice, image likeness, or appearance in accordance with this release, including without limitation, any and all claims that you have or may have for defamation, invasion of privacy or violation of the right of publicity or notoriety.
14. Research & Measurement. As part of participation in the Services you may be invited to share your qualitative and/or quantitative feedback on the features, benefits or impact of the Services on you and/or your professional capacities and environment (“Studies”). Any participation in the evaluation, research and measurement of the Services is entirely voluntary. You have the right to decline to participate in any Studies, or to withdraw from them at any point without penalty or loss of benefits to which you are otherwise entitled herein. Should you choose to participate in any Studies conducted by Millennium or its Related Parties you consent for your feedback to be included in the aggregate of collected data.
15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California, not including its conflict of laws principles. You irrevocable agree that any action by you arising under or related to this Agreement shall be initiated and maintained in the relevant state or federal court with jurisdiction closest to San Francisco, California and you hereby submit to the personal jurisdiction in such forum for any such action. Any action by you relating to the Services must be initiated within one (1) year after the cause of action arose.
15.2 Injunctive Relief. You agree that legal remedies alone provide inadequate protection of the Services and its contents, and the intellectual property rights embodied therein, and that in addition to other relief, Millennium and/or its Related Parties may seek temporary or permanent injunctions to enforce their rights, and you hereby waive the requirement of any bond.
15.3 Changes. Millennium reserves the right to modify the provisions of this Agreement by posting a revised version of this Agreement on the site with a prominent indicator showing that the Agreement has been changed. Any modified Agreement shall be effective from the date such Agreement is posted and your continued use of the site after that date constitutes acceptance of the modified Agreement.
15.4 Severability. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement on future occasions. Headings and subheadings are for purposes of reference and convenience and have no substantive effect.
15.5 Entire Agreement. This Agreement: (1) constitutes the complete and exclusive agreement among the parties with respect to use of the Services, or any portion thereof; and (2) supersedes all other communications, representations, statements and understandings, whether oral or written, among the parties concerning its subject matter.
15.6 Questions. Any questions with respect to this Agreement should be addressed to email@example.com.
Effective Date: July 1, 2018
Millennium (“Millennium“, “we“, “our” or “us“) develops and operates a social learning community platform and service (the “Services“), used by various individuals to engage with us, our partners, our consulting coaches (“Guides”) and other participating individual users (“Members”) of our Services (together, the “Community“).
We maintain and operate the websites www.millennium.org and www.millenniumforum.org along with their subdomains and related features, content, courses, services and associated third-party content, technology and service providers (“Related Parties”). Access to the Services is made possible through and includes interaction with both Millennium and its Related Parties.
This Privacy Notice describes the personal data we typically receive or collect whenever someone uses our Services, or engages with other Members of the Community via the various communication features available via the Services. It also describes how and for which purposes we may use such data, where we store and for how long we retain it, with whom we may share it, our use of tracking technologies and communications, our security practices, your choices and rights regarding such data, our roles as “Data Controller” and “Data Processor”, and how to contact us if you have any concerns regarding this Notice or your Privacy.
We strongly urge you to read this Notice and make sure that you fully understand and agree to it. If you do not agree to this Notice, please discontinue and avoid using our Services.
You are not legally required to provide us with any Personal Data, but without it we will not be able to provide you with the full range or with the best experience when using our Services.
We collect data regarding Guides and Members of our Services, as well as visitors to our websites.
Such data is typically collected and generated through your interaction with our Services, through automatic means or directly from you or through interactions with Guides or other Members of the Community.
We collect two main categories of data (which, to the extent it may enable the identification of a specific person, or is linked to such identifying data, we will deem it as “Personal Data“):
1. Data automatically collected or generated: when someone visits, interacts with or uses our Services, including any email or text messages sent to them via our Services, we may collect certain technical data about them. We collect or generate such data either independently or with the help of third party services (as detailed in Section 4 below), including through the use of “cookies” and other tracking technologies (as further detailed in Section 5 below). Such data mainly consists of technical and aggregated usage data, such as IP address, non-identifying data regarding a device, operating system and browser, and user activity on our Services. It does not enable us to learn a person’s true identity or contact details, and serves mostly so we could better understand how our users typically use our Services and how we could improve their user experience, our marketing campaigns and engagements, and the overall performance of our Services.
2. Data received from you: you may provide us Personal Data when you create your account and Community user profile (as a “Member” or “Guide”), such as your name, workplace or community role, contact details (such as e-mail, phone and address), profile image, location, gender, account login details (such as usernames and hashed passwords) (collectively, “Account Data”), as well as any other data you choose to provide when you visit our Services, post and share content with your Community or other Guides or Members, or when you contact us. Members may also provide us additional Account Data in order to complete their selected transaction (such as their credit card number and related account and billing information, which we may update from time to time should you grant us permission to bill you for recurring charges), as well as their Forum’s (sub-community) information and preferences. To the extent that such information concerns a non-human entity (e.g., a school, district, organization or business), we do not regard it as “Personal Data” and this Notice shall not apply to it. As the Services enable Members and Guides to ask other Members and Guides to submit additional Personal Data, and as Members and Guides may choose to submit additional Personal Data and share it with their Forum, Community or certain other Members or Guides, the list above is not exhaustive. We will however indicate through the Services, for each Personal Data parameter, if it is “required” or “optional” for either the adequate performance of our Services, or per the Community, Forum or Guides’ requirements.
3. Member Data received from Community Owners and Managers: Community Owners and Managers may use the Platform to add and invite Members to their Community. When doing so, they may already submit such Members’ Personal Data as listed in paragraph 2 above, in whole or in part. Any Community Owner and Manager doing so is solely responsible to ensure the legal basis and authority for processing such Personal Data, its accuracy and completeness, and for providing sufficient notice and choice to their Members regarding the use of their data. The Community Owner is the “Data Controller” of such data, and Mobilize solely acts as their “Data Processor” (as such roles are further explained in Section 9 below).
Using Personal Data
We use personal data in order to provide our services and make them better and safer; in accordance with our contractual obligations towards community owners; to contact our visitors and users; and in order to comply with applicable laws.
We collect and use Personal Data for the following purposes, in order to facilitate and perform our engagements with our users, in order to comply with the laws applicable to us, and based on our legitimate interests for maintaining and improving our Services and protecting and securing our Services, ourselves and our users:
1. To facilitate, operate, and provide our Services;
2. To authenticate the identity of our Members and Guides, and allow them access to our Services;
3. To provide our Members and Guides with assistance and technical support;
4. To further develop, customize and improve the Services and your user experience, based on common or personal preferences, experiences and difficulties;
5. To contact our Visitors, our Members and Guides, with general or personalized service-related messages (such as password-retrieval or billing); to contact our Visitors, Members and Guides with promotional messages (such as newsletters, webinars, new features etc.); and to facilitate, sponsor and offer certain events and promotions;
6. To support and enhance our data security measures, including for the purposes of preventing and mitigating the risks of fraud, error or any illegal or prohibited activity;
7. To create aggregated statistical data, inferred non-personal data or anonymized or pseudonymized data (rendered non-personal), which we or our business partners may use to provide and improve our respective Services; and
8. To comply with any applicable laws and regulations.
Storing and Retaining Personal Data
We may store and process personal data subject to this Notice in the USA and other jurisdictions, whether by ourselves or with the help of our affiliates and service providers. We may retain your data as reasonably necessary to establish our relationship, or in certain cases in accordance with your community owner’s or manager’s instructions, and thereafter as described below.
Data Storage and Location: Personal Data may be maintained, processed and stored by Millennium and its Related Parties and our authorized affiliates and Service Providers in the United States of America and other jurisdictions as necessary for the proper delivery of our Services, or as may be required by law. While privacy laws may vary between jurisdictions, Millennium, its affiliates Related Parties and Service Providers are each committed to protect Personal Data in accordance with this Notice and industry standards, regardless of any lesser legal requirements that may apply in their jurisdiction.
Millennium adheres to the principles of the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks. All Personal Data received from EU and Swiss residents in reliance on the Privacy Shield Framework, will be subjected to the Framework’s applicable principles. To learn more, please visit our Privacy Shield Notice.
Member and Visitor Data Retention: We retain Member Personal Data (to the extent that we are the “Data Controller” of such data, as explained in Section 9 below) and Visitor Personal Data as reasonably necessary to preserve and expand our mutual relationship, and thereafter in accordance with our Data Retention Policy.
If you have any questions about our Data Retention Policy, please contact us at firstname.lastname@example.org.
Sharing Personal Data
We may share your data with certain third parties, including certain service providers, law enforcement agencies and our affiliated companies – but only in accordance with this notice.
Sharing Personal Data with Guides and Members of your Community: Once you join our Community, your user profile will be made available to all other Members and Guides. Please note that Millennium is not responsible or controls any further disclosure, use or monitoring by or on behalf of the Community and its Guides or Members.
Compliance with Laws, Legal Process and Authorities: We may disclose or allow government and law enforcement officials access to certain Personal Data, in response to a subpoena, search warrant or court order (or similar requirement), or in compliance with applicable laws and regulations, including for national security purposes. Such disclosure or access may occur with or without notice to you, if we have a good faith belief that we are legally compelled to do so, or that disclosure is appropriate in connection with efforts to investigate, prevent, or take action regarding actual or suspected illegal activity, fraud, or other wrongdoing.
Service Providers: We may engage selected third party companies and individuals to perform services complementary to our own (e.g. hosting and server co-location services, data analytics services, marketing agencies and advertising services, data and cyber security services, fraud detection and prevention services, payment processing services, user engagement services, e-mail distribution and monitoring services, session recording, remote access services, and our business, legal, financial and privacy advisors) (collectively, “Service Providers“). These Service Providers may have access to your Personal Data, depending on each of their specific roles and purposes in facilitating and enhancing our Services, and may only use it for such purposes. Mobilize remains responsible and liable for any Personal Data processing done by Service Providers on its behalf, other than for events outside of its reasonable control.
Third Party Integrations: The Services may allow you to integrate with certain third party services, in which case you will be bound by the terms of service and privacy notices of said third parties – so please make sure you read and accept them. We do not receive or store your passwords for any of these third party services.
Protecting Rights and Safety: We may share your Personal Data with others, with or without notice to you, if we believe in good faith that this will help protect the rights, property or personal safety of Mobilize, any of our users or any members of the general public.
Millennium Subsidiaries and Affiliated Companies: We may share Personal Data internally within our family of companies, for the purposes described in this Notice. In addition, should Millennium or any of its affiliates undergo any change in control, including by means of merger, acquisition or purchase of substantially all of its assets, your Personal Data may be shared with the parties involved in such event. If we believe that such change in control might materially affect your Personal Data then stored with us, we will notify you of this event and the choices you may have via e-mail and/or prominent notice on our Services.
For the removal of doubt, Millennium may share your Personal Data in additional manners, pursuant to your explicit approval, or if we are legally obligated to do so, or we have successfully rendered such data non-personal and anonymous. We may transfer, share or otherwise use non-personal data in our sole discretion and without the need for further approval.
Using Cookies and Tracking Technologies
Our Services and some of our Service Providers utilize “cookies”, anonymous identifiers and other tracking technologies which help us provide and improve our Services, personalize your experience and monitor the performance of our activities and campaigns. A “cookie” is a small text file that is used, for example, to collect data about activity on our Site. Some cookies and other technologies serve to recall Personal Data, such as an IP address, previously indicated by the user. While we do not change our practices in response to a “Do Not Track” signal in the HTTP header from a browser or mobile application, most browsers allow you to control cookies, including whether or not to accept them and to remove them. You may set most browsers to notify you if you receive a cookie, or you may choose to block cookies with your browser.
We or our partners may send promotional communications, that you can easily opt-out of receiving. We may also contact you with service-related communications. You will not be able to opt-out of receiving such communications.
Services Communications: we may contact you with important information regarding our Services. For example, we may notify you (through any of the means available to us) of changes or updates to our Services, billing issues, service changes, password-retrieval notices, etc. You will not be able to opt-out of receiving such service communications.
Promotional Communications: we may also send notifications about new services, events and special opportunities or any other information we think our Owners and Managers will find valuable. We may provide such notices through any of the contact means available to us (e.g. phone, mobile or email), through the Services, or through our marketing campaigns on any other sites or platforms.
If you wish not to receive such promotional communications, you may notify Mobilize at any time by emailing us at email@example.com or by following the “unsubscribe”, “stop” or “change email preferences” instructions contained in the promotional communications you receive.
Securing Personal Data
We are committed to securing your personal data, and use various security measures to better protect it. However, as we can’t guarantee absolute protection – we encourage you to be aware to the risk when using the services or providing us with your personal data.
In order to protect your Personal Data held with us and our Service Providers, we are using industry-standard physical, procedural and electronic security measures. However, please be aware that regardless of the security measures used, we cannot and do not guarantee the absolute protection and security of any Personal Data stored with us or with any third parties as described in Section 4 above.
Exercising Your Data Subject Rights
You may request to access, rectify or delete your personal data directly from within your user account, or by sending us an e-mail to firstname.lastname@example.org
If you wish to exercise your rights under applicable law (e.g. the EU GDPR) to request access to and rectification or erasure of your Personal Data held with Mobilize, or to port such Personal Data – please contact us at email@example.com.
Please note that Member requests may be forwarded to your Community Owner and Manager, to the extent such Owner is the “Data Controller” of such data. Therefore, we recommend that Members contact their Community Owners directly.
Data Controller and Data Processor
Certain data protection laws and regulations, such as the EU GDPR, typically distinguish between two main roles for parties processing Personal Data: the “Data Controller”, who determines the purposes and means of processing, and the “Data Processor”, who processes the data on behalf of the Data Controller. Below we explain how these roles apply to our Services, to the extent such laws and regulations apply.
Millennium and its Related Parties are the “Data Controllers” of the Account Data of its Members, Guides and Visitors, and also of certain Member Personal Data, when it processes such data for its own purposes. This means that when processing is performed for Millennium’s purposes (as set forth under this Notice), namely Personal Data which pertains to Members, Guides and Visitors, and Member Personal Data which relevant to their overall use of our Services, then Millennium and its Related Parties will control such data, and assume the responsibilities of Data Controller (solely to the extent applicable under law).
Updates and amendments: We may update and amend this Notice from time to time by posting an amended version on our Services. The amended version will be effective as of the published effective date. We will provide a 10-days’ prior notice if any substantial changes are involved, via any of the communication means available to us, or on the Services. After this notice period, all amendments shall be deemed accepted by you.
External links: While our Services may contain links to other websites or services, we are not responsible for their privacy practices, and encourage you to pay attention when you leave our Services and to read the privacy notices of each website and service you visit. This Notice applies only to our Services.
Children’s Privacy: Our Services are not designated to attract children under the age of 16. We do not knowingly collect Personal Data from children and do not wish to do so. If we learn that a child is using the Services, we will prohibit and block such use and will make all efforts to promptly delete any Personal Data stored with us with regard to such child. If you believe that we might have any such data, please contact us at firstname.lastname@example.org.
Questions, Concerns or Complaints: If you have any comments or questions about this Privacy Notice or if you have any concerns regarding your Privacy, please contact us at email@example.com.
Data Processing Agreement
This Data Processing Agreement (“DPA”) forms an integral part of the Services Agreement (“Agreement”) entered into by and between you (“Controller”) and Millennium and its Related Parties (“Processor”). You and Millennium are hereinafter jointly referred to as the “Parties” and individually as the “Party”. Capitalized terms not otherwise deﬁned herein shall have the meaning given to them in the Agreement.
1. Deﬁnitions. In addition to capitalized terms deﬁned elsewhere in this DPA, the following terms shall have the meanings set forth opposite each one of them:
1.1 “Afﬁliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this deﬁnition means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.2 "Applicable Laws" means (a) European Union or Member State laws with respect to any Controller Personal Data in respect of which Controller is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Controller Personal Data in respect of which the Controller is subject to any other Data Protection Laws
1.3 "Controller Personal Data" means any Personal Data Processed by Processor on behalf of Controller pursuant to or in connection with the Agreement;
1.4 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other applicable country as agreed in writing between the Parties, including in Israel;
1.5 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.6. "GDPR" means EU General Data Protection Regulation 2016/679;
1.7 "Restricted Transfer" means (i) a transfer of Controller Personal Data from Controller to Processor; or (ii) an onward transfer of Controller Personal Data from a Processor to a Sub Processor, or between two establishments of Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
1.8 "Sub Processor" means any person (including any third party and any Processor Afﬁliate, but excluding an employee of Processor or any of its sub-contractors) appointed by or on behalf of Processor or any Processor Afﬁliate to Process Personal Data on behalf of the Controller in connection with the Principal Agreement; and
1.9. The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processor", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR.
2. Processing of Controller Personal Data
2.1 Processor shall not Process Controller Personal Data other than on the Controller’s documented reasonable and customary instructions as speciﬁed in the Agreement or this DPA, unless such Processing is required by Applicable Laws to which the Processor is subject or as strictly necessary for the provision of Processor's services under the Agreement.
2.2 Controller instructs Processor (and authorizes Processor to instruct each Sub Processor) to (i) Process Controller Personal Data; and (ii) in particular, transfer Controller Personal Data to any country or territory, all as reasonably necessary for the provision of the Services and consistent with the Agreement and in accordance with Applicable Laws.
2.3 Furthermore, Controller warrants and represents that it is and will remain duly and effectively authorized to give the instruction set out in Section 2.1 and any additional instructions as provided pursuant to the Agreement and/or in connection with the performance thereof, on behalf of itself and each relevant Controller Afﬁliate, at all relevant times and at least for as long as the Agreement is in effect and for any additional period during which Processor is lawfully processing the Controller Personal Data.
2.4 Controller sets forth the details of the Processing of Controller Personal Data, as required by article 28(3) of the GDPR in Annex 1 (Details of Processing of Controller Personal Data) hereto.
2.5 Without derogating from the provisions of the Agreement, solely Controller (and not Processor) shall be liable for any excess Controller Personal Data provided or otherwise made available to Processor or any Sub Processor in the course of providing Processor's Services under the Agreement or this DPA. Processor's obligations under the Agreement or this DPA shall not apply to any such excess Controller Personal Data.
3. Processor Personnel. Processor shall take reasonable steps to ensure that access to the Controller Personal Data is limited on a need to know/access basis, and that all Processor personnel receiving such access are subject to conﬁdentiality undertakings or professional or statutory obligations of conﬁdentiality in connection with their access/use of Controller’s Personal Data.
4. Security. Processor shall, in relation to the Controller Personal Data, implement appropriate technical and organizational measures to ensure an appropriate level of security, including, as appropriate and applicable, the measures referred to in Article 32(1) of the GDPR. In assessing the appropriate level of security, Processor shall take into account the risks that are presented by Processing, in particular from a Personal Data Breach.
5. Sub Processing.
5.1. Controller authorizes Processor and each Processor Afﬁliate to appoint (and permit each Sub Processor appointed in accordance with this Section 5 to appoint) Sub Processors in accordance with this Section 5 and any restrictions in the Agreement.
5.2 Processor and each Processor Afﬁliate may continue to use those Sub Processors already engaged by Processor or any Processor Afﬁliate as of the date of this DPA, including for the purpose of cloud hosting services by reputable Sub Processors, to the extent necessary to perform Processor's obligations under the Agreement, as well as any Sub Processors whom Controller requested Processor to use.
5.3 Processor may appoint new Sub Processors and shall give notice of the appointment of any new Sub Processor (for instance by e-mail), whether by general or speciﬁc reference to such Sub Processor (e.g., by name or type of service), including relevant details of the Processing to be undertaken by the new
Sub Processor. If, within seven (7) days of such notice, Controller notiﬁes Processor in writing of any objections (on reasonable grounds) to the proposed appointment, Processor shall not appoint for the processing of Controller Personal Data the proposed Sub Processor until reasonable steps have been taken to address the objections raised by Controller, and Controller has been provided with a reasonable written explanation of the steps taken. Where such steps are not sufﬁcient to relieve Controller’s reasonable objections then Controller or Processor may, by written notice to the other Party, with immediate effect, terminate the Agreement to the extent that it relates to the Services which require the use of the proposed Sub Processor without bearing liability for such termination.
5.4 With respect to each new Sub Processor, Processor shall:
5.4.1 before the Sub Processor ﬁrst Processes Controller Personal Data, take reasonable steps (for instance by way of reviewing privacy policies as appropriate) to ensure that the Sub Processor is committed to provide the level of protection for Controller Personal Data required by the Agreement; and
5.4.2 ensure that the arrangement between the Processor and the Sub Processor is governed by a written contract, including terms which offer materially similar level of protection for Controller Personal Data as those set out in this DPA that meet the requirements of Applicable Laws.
6. Data Subject Rights.
6.1 Controller shall be solely responsible for compliance with any statutory obligations concerning requests to exercise Data Subject rights under Data Protection Laws (e.g., for access, rectiﬁcation, deletion of Controller Personal Data, etc.). Taking into account the nature of the Processing, Processor shall reasonably endeavour to assist Controller insofar as feasible, to fulﬁl Controller's said obligations with respect to such Data Subject requests, as applicable, at Controller’s sole expense.
6.2 Processor shall:
6.2.1 promptly notify Controller if it receives a request from a Data Subject under any Data Protection Law in respect of Controller Personal Data; and
6.2.2 ensure that it does not respond to that request except on the documented instructions of Controller or as required by Applicable Laws to which the Processor is subject, in which case Processor shall, to the extent permitted by Applicable Laws, inform Controller of that legal requirement before it responds to the request.
7. Personal Data Breach.
8.1 Processor shall notify Controller without undue delay upon Processor becoming aware of a Personal Data Breach affecting Controller Personal Data, in connection with the Processing of such Controller Personal Data by the Processor or Processor Afﬁliates. In such event, Processor shall provide Controller with information (to the extent in Processor’s possession) to assist Controller to meet any obligations to inform Data Subjects or Data Protection authorities of the Personal Data Breach under the Data Protection Laws.
8.2 At the written request of the Controller, Processor shall reasonably cooperate with Controller and take such commercially reasonable steps as are agreed by the parties or necessary under Privacy
Protection Laws to assist in the investigation, mitigation and remediation of each such Personal Data Breach, at Controller’s sole expense.
8. Data Protection Impact Assessment and Prior Consultation.
9.1. At the written request of the Controller, the Processor and each Processor Afﬁliate shall provide reasonable assistance to Controller, at Controller's expense, with any data protection impact assessments or prior consultations with Supervising Authorities or other competent data privacy authorities, as required under any applicable Data Protection Laws. Such assistance shall be solely in relation to Processing of Controller Personal Data by the Processor.
9. Deletion or return of Controller Personal Data.
9.1 Subject to Section 9.2, Processor shall promptly and in any event within up to sixty (60) days of the date of cessation of any Services involving the Processing of Controller Personal Data (the "Cessation Date"), delete or pseudonymize all copies of those Controller Personal Data, except such copies as authorized including under this DPA or required to be retained in accordance with applicable law and/or regulation.
9.2 Subject to the Agreement, Processor may retain Controller Personal Data to the extent authorized or required by Applicable Laws, provided that Processor shall ensure the conﬁdentiality of all such Controller Personal Data and shall ensure that it is only processed for such legal purpose(s).
9.3 Upon Controller’s prior written request, Processor shall provide written certiﬁcation to Controller that it has complied with this Section 9.
10. Audit Rights
10.1 Subject to Sections 10.2 and 10.3, Processor shall make available to a reputable auditor mandated by Controller in coordination with Processor, upon prior written request, such information necessary to reasonably demonstrate compliance with this DPA, and shall allow for audits, including inspections, by such reputable auditor mandated by the Controller in relation to the Processing of the Controller Personal Data by the Processor, provided that such third-party auditor shall be subject to conﬁdentiality obligations.
10.2 Provisions of information and audits are and shall be at Controller’s sole expense, and may only arise under Section 10.1 to the extent that the Agreement does not otherwise give Controller information and audit rights meeting the relevant requirements of the applicable Data Protection Laws. In any event, all audits or inspections shall be subject to the terms of the Agreement, and to Processor's obligations to third parties, including with respect to conﬁdentiality.
10.3. Controller shall give Processor reasonable prior written notice of any audit or inspection to be conducted under Section 10.1 and shall use (and ensure that each of its mandated auditors uses) its best efforts to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to the Processors' premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. Processor need not give access to its premises for the purposes of such an audit or inspection:
10.3.1 to any individual unless he or she produces reasonable evidence of identity and authority;
11.3.2 if Processor was not given a written notice of such audit or inspection at least 2 weeks in advance;
10.3.3. outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Controller has given notice to Processor that this is the case before attendance outside those hours begins;
10.3.4 for premises outside the Processor's control (such as data storage farms of Processor's cloud hosting providers);
10.3.5. if more than one (1) audit or inspection, in respect of each Processor, already took place in the same calendar year, except for any additional audits or inspections which:
10.3.5.1 Controller reasonably considers necessary because of genuine concerns as to Processor’s compliance with this DPA; or
10.3.5.2 Controller is required to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory, where Controller has identiﬁed its concerns or the relevant requirement or request in its prior written notice to Processor of the audit or inspection.
11. General Terms
11.1 Governing Law and Jurisdiction.
11.1.1 The Parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
11.1.2 This DPA and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Agreement.
11.2 Order of Precedence. Nothing in this DPA reduces Processor’s obligations under the Agreement in relation to the protection of Personal Data or permits Processor to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Agreement. In the event of any conﬂict or inconsistency between this DPA and the Agreement, this DPA shall prevail solely with respect to the subject matter of this DPA and solely if such conﬂict or inconsistency originate from the requirements of Article 28 of the GDPR (except where explicitly agreed otherwise in writing, signed on behalf of the Parties). This DPA is not intended to, and does not in any way limit or derogate from Controller’s own obligations and liabilities towards the Processor under the Agreement, and/or pursuant to the GDPR or any law applicable to Controller, in connection with the collection, handling and use of Personal Data by Controller or its Afﬁliates or other processors or their sub-processors, including with respect to the transfer or provision or Personal Data to Processor and/or providing access thereto to Processor.
11.3 Changes in Data Protection Laws.
11.3.1 Controller may by at least forty-ﬁve (45) calendar days' prior written notice to Processor, request in writing any variations to this DPA if they are required, as a result of any change in,
or decision of a competent authority under any applicable Data Protection Law, to allow Processing of those Controller Personal Data to be made (or continue to be made) without breach of that Data Protection Law; and
11.3.2 If Controller gives notice with respect to its request to modify this DPA under Section 11.3.1:
18.104.22.168 Processor shall make commercially reasonable efforts to accommodate such modiﬁcation request; and,
22.214.171.124 Controller shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Processor to protect the Processor against additional risks, or to indemnify and compensate Processor for any further steps and costs associated with the variations made herein.
11.4 If Controller gives notice under Section 11.3.1, the Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identiﬁed in Controller's notice as soon as is reasonably practicable. In the event that the Parties are unable to reach such an agreement within 30 days, then Controller or Processor may, by written notice to the other Party, with immediate effect, terminate the Agreement to the extent that it relates to the Services which are affected by the proposed variations (or lack thereof).
11.5. Severance. Should any provision of this DPA be deemed invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall either be (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
This DPA is entered into and becomes a binding part of the Agreement with effect from the date of your registration with Millennium.