please read the binding arbitration Section and class action waiver in Section 15.11. It affects how disputes are resolved.
By (1) clicking a box indicating acceptance of these Terms or (2) using the Pietential Platform or any Pietential Services, or (3) consenting to an Order Form that references these Terms, the Subscriber agrees and become a party to these Terms. If the individual accepting these Terms is accepting on behalf of a company or other legal entity (each, a “Company Subscriber,” as defined herein), such individual represents that they have the authority to bind the Company Subscriber identified in the registration process (and its affiliates) to these Terms, in which case the term “Subscriber” refers to the Company Subscriber and its affiliates, as defined herein. If the individual accepting these Terms does not have such authority, or does not agree with these Terms, such individual must not accept these Terms and may not access or use the Pietential Platform or any Pietential Services.
Pietential’s direct competitors are prohibited from accessing or using the Pietential Platform or Pietential Services, except with Pietential’s prior written consent. In addition, the Pietential Platform or Pientatial Services may not be accessed for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
Exhibit A – Definitions
“Acceptable Use Policy” means Pietential’s then-current conditions for remote access to any Pietential asset, including the Pietential website and the Pietential Platform website platform.
“Additional Terms” has the meaning provided in Section 15.15.
“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.
“Aggregate Data” has a meaning provided in Section 6.3.
“Claim Against Pietential” has the meaning provided in Section 12.
“Confidential Information” has the meaning provided in Section 9.1.
“Disclosing Party” has the meaning provided in Section 9.1.
“Dispute” has the meaning provided in Section 15.11.1.
“Fees” has a meaning provided in Section 8.1.
“IP Dispute” has the meaning provided in Section 15.11.6.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Order Form” means any printed or electronic ordering or registration document or page, including, in either case, any addenda and supplements thereto, which cross-references and is subject to these Terms. By entering into an Order Form, you and your Affiliates agree to be bound by these Terms as if each were an original party to these Terms.
“Pietential” means Pietential LLC and/or its Affiliates, as identified in the relevant Order Form.
“Pietential Services” means the content and information created, and those services, tools or functionalities offered, by Pietential, its Affiliates, or their respective licensors that are made available to you on or through the Pietential Platform, and all associated features and dashboards.
“Receiving Party” has the meaning provided in Section 9.1.
“Requirements” has the meaning provided in Section 15.11.4.
“Subscriber Conten t” means any content, data, information, or other materials which Subscriber or its Users provide, embed, or post, or otherwise make available or generate on the Pietential Platform, through features on the Pietential Platform that either now or in the future allow Subscribers or Users to provide, embed, or post such content, data, information, or materials.
“Subscription Level” means the level of Pietential Services to which you are then subscribed, based either on the subscription level to which you subscribed during the registration process or thereafter.
“Subscription Term” has a meaning provided in section 7.2.
“Taxes” has a meaning provided in Section 8.6.
“Terms” has a meaning provided in the Introduction.
“Updated Terms” has a meaning provided in Section 15.15.
“User” means an individual Subscriber, or an individual who you, as a Company Subscriber, authorize to use your Pietential Platform account, and to whom you (or, when applicable, Pietential at your request) have supplied a user identification and password. Users may (a) include your employees, consultants, contractors and agents, and third parties with which you transact business, each of whom is acting solely on or for your behalf, and with your express permission, and (b) be limited by Subscription Level.
Exhibit B –General Terms And Conditions1. Definitions . Terms defined either in Exhibit A, or in the context in which they first appear in these Terms (including any Order Form), will have the indicated meaning throughout these Terms and all attached documents. Unless otherwise indicated, all Section references in these Terms are to sections in these General Terms and Conditions. 2. Provision of Pietential Services . Until expiration or termination of the Subscription Term, Pietential grants Subscriber a limited, revocable, worldwide, non-exclusive, non-transferable, non-assignable (except as expressly stated herein) license during the Subscription Term for Subscriber to access and use (if you are an individual subscriber) and/ or for Subscriber to allow its Users to access and use (if you are a Company Subscriber) those functionalities of the Pietential Platform and Pietential Services which are consistent with the Subscription Level, solely for Subscriber’s personal purposes (if you are an individual subscriber) or internal business purposes (if you are a Company Subscriber). Subscriber’s right to access and use the Pietential Platform and Pietential Services is (a) subject to the Subscription Level and Subscriber’s compliance with these Terms, including the timely payment of all applicable Fees, (b) not contingent on the delivery of any future functionality or features, and (c) not dependent on any oral or written comments made by Pietential regarding future functionality or features.
3. Use of Pietential Platform and Pietential Services .
3.1. Subscriber Responsibilities. Subscriber will (a) be responsible for its own (and for Company Subscribers, each User’s) compliance with these Terms, (b) be solely responsible for the accuracy, quality, integrity, and legality of Subscriber Content, the means by which the Subscriber or the Users acquired Subscriber Content and rights to use Subscriber Content (c) use commercially reasonable efforts to prevent unauthorized access to or use of any Pietential Platform account, and notify Pietential promptly of any such unauthorized access or use, (d) access and use, and cause Users (if applicable) to access and use, the Pietential Platform
3.2. No Modifications. Neither Subscriber nor any Users may in any way: (a) modify, change, alter, or create derivatives works based upon the Pietential Platform or Pietential Services; or (b) use the Pietential Platform or any Pietential Services for any purpose that (i) violates applicable law or regulation or (ii) is not expressly authorized under these Terms.
3.3. Usage Limits; Custom Integration. The Pietential Platform and Pietential Services may be subject to usage limits. If a Subscriber or its Users exceed a contractual usage limit, Pietential may work with the Subscriber to seek to reduce the usage so that it conforms to that limit. If, notwithstanding Pietential's efforts, Subscriber is unable or unwilling to abide by a usage limit, Subscriber will pay any invoice for excess usage in accordance with the "Fees and Payment" section below.
3.4. Usage Restrictions. Subscriber will not, and will not permit Users to (a) make the Pietential Platform or any Pietential Services, or any portion thereof, available to anyone other than the Subscriber or the Users, or use the Pietential Platform or Pietential Services for the benefit of anyone other than the Subscriber, (b) sell, resell, license, sublicense, distribute, make available, rent, or lease the Pietential Platform or any Pietential Services, or any portion thereof, (c) use the Pietential Platform or any Pietential Services to disseminate, store, or transmit infringing, libelous, or otherwise unlawful or tortious material, or to disseminate, store, or transmit material in violation of third-party intellectual property or privacy rights, (d) use the Pietential Platform or any Pietential Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Pietential Platform or any Pietential Services, (f) attempt to gain unauthorized access to the Pietential Platform or its related systems or networks, (g) permit direct or indirect access to or use of the Pietential Platform or any Pietential Services in a way that circumvents any provision of these Terms, or use the Pietential Platform or any Pietential Services to access or use any of Pietential's intellectual property (except as expressly permitted under these Terms), (h) modify, copy, or create derivative works based on the Pietential Platform or any Pietential Services or any part, feature, function, or dashboard thereof, (i) copy the Pietential Platform or any Pietential Services or any portion thereof, (j) frame or mirror any part of the Pietential Platform or any Pietential Services other than framing on Subscriber’s own intranets for Subscriber’s own personal or internal business purposes as expressly granted in Section 2, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Pietential Platform or any Pietential Services or access to them, (l) build a competitive product or service, (m) build a product or service using similar ideas, content, features, functions or graphics of the Pietential Platform or any Pietential Services, or (n) copy any ideas, content, features, functions or graphics of the Pietential Platform or any Pietential Services. Any use of the Pietential Platform or any Pietential Services in breach of this Section may result in immediate suspension or termination of Subscriber account,
5.2. Subscriber agrees to indemnify Pietential and its Affiliates for any privacy, tort or other claims relating to Subscriber’s voluntary provision of a telephone number or email account that is not owned by Subscriber and/or Subscriber’s failure to promptly notify Pietential of any changes in the contact information, including telephone numbers. Subscriber agrees to indemnify, defend and hold Pietential and its Affiliates harmless from and against any and all such claims, losses, liability, costs and expenses (including reasonable attorneys’ fees). Pietential will have the exclusive right to choose counsel, at Subscriber’s expense, to defend any such claims.6. Proprietary Rights; Ownership of Subscriber Content and Related Obligations .
6.1. Reservation of Rights. Subject to the limited rights expressly granted in these Terms, Pietential, its Affiliates, and its and their licensors reserve all rights, title, and interest in and to the Pietential Platform and all Pietential Services (including all updates, customizations, and/or modifications thereto), and its and their trade and service marks, and the Aggregate Data (defined below), including in each case all related intellectual property rights. No rights are granted to Subscriber or its Users other than as expressly set forth herein.
6.2. Subscriber Marks; Public Announcements. Subscriber authorizes Pietential to display Subscriber name and logo: (a) on the Pietential Platform and in connection with Pietential Services, in connection with Subscriber’s use thereof; and (b) subject to Subscriber’s prior written approval, on Pietential’s web site and marketing materials which are not a part of the Pietential Platform or Pietential Services. Pietential will not alter approved marketing materials which include Subscriber’s trademark or other proprietary rights notice without Subscriber’s prior written consent. Pietential has no ownership interest in any of Subscriber’s trademarks. Except as expressly granted in this Section 6.2, neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms or the Pietential Platform or Pietential Services, or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party.
6.4. Feedback. Subscriber and its Users grant Pietential and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, and assignable license to use and incorporate into the Pietential Platform and any Pietential Services, any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Subscriber or Users relating to the Pietential Platform, any Pietential content and any Pietential Services.
7. Term & Termination .
7.1. Term of Agreement. These Terms commence on the date Subscriber first accepts them, and continue until all Subscription Terms have expired or have been terminated.
7.3. Termination. Either party may terminate these Terms, including all applicable Order Forms, immediately and without further notice upon (a) a material breach by the other party of a material term or condition of these Terms, if such breach remains uncured within 30 days after the non-breaching party gives written notice of breach to the breaching party, (b) the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of the other party’s debts, (c) the other party making an assignment for the benefit of creditors, or (d) the other party’s dissolution or ceasing to do business. A material breach under this Section includes Subscriber’s failure to pay any applicable Fees when due. Additionally, Pietential may terminate these Terms, including all Order Forms, at any time, without liability, effective immediately, by providing written notice to Subscriber: (x) if necessitated by changes in applicable law or regulations, licensing from third parties, or technology; or (y) Subscriber independently develops, acquires, or makes available any tool or service that is directly competitive with the Pietential Platform or any Pietential Service.
7.4. Effect of Termination or Expiration. Upon the termination of these Terms or the expiration and non-renewal of a Subscription Term, Subscriber and its Users will immediately cease and desist from accessing and using the Pietential Platform (including any applicable Pietential Services). Termination or expiration of these Terms or an applicable Order Form shall not extinguish any of Subscriber’s or Pietential’s obligations under these Terms or the applicable Order Form that, by their nature, continue after the date of termination or expiration, including the obligation to pay any unpaid but due Fees and the confidentiality obligations of each party hereunder.8. Fees and Payment .
8.2. Invoicing and Payment. Subscriber will provide Pietential with valid and updated credit card information, or with a valid purchase order or alternative payment method acceptable to Pietential. If Subscriber provides credit card information to Pietential, Subscriber authorizes Pietential to charge such credit card for all Fees due hereunder. Except as otherwise set forth in an applicable Order Form, payment of Fees shall be made in advance, monthly or annually or in accordance with any different billing frequency stated in the applicable Order Form. Unless otherwise stated in an applicable Order Form, invoiced Fees are due upon execution of the order. Subscriber is responsible for providing complete and accurate billing and contact information to Pietential and notifying Pietential of any changes to such information, as well as for payment of any fees or charges associated with Subscriber payment other than those charged by Pietential’s or its Affiliate’s bank.
8.3. Overdue Charges. If payment of any Fees is not received by Pietential by the due date, without limiting Pietential’s other rights or remedies: (a) unpaid Fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Pietential may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
8.4. Suspension and Acceleration. If any Fees are 30 days or more overdue, (or ten or more days overdue in the case of amounts Subscriber has authorized Pietential to charge to Subscriber’s credit card), Pietential may, without limiting its other rights and remedies, accelerate any unpaid Fees obligations so that all such obligations become immediately due and payable, and/or suspend Subscriber’s access to the Pietential Platform and Pietential Services until such amounts are paid in full; provided that if Subscriber is paying by credit card or direct debit and payment has been declined by the applicable financial institution, Pietential will give Subscriber at least ten days’ prior notice that such payment is overdue before suspending Subscriber’s access to the Pietential Platform and Pietential Services.
8.5. Payment Disputes. Pietential will not exercise its rights under the “Overdue Charges” or “Suspension and Acceleration” sections above for 60 days if Subscriber is disputing the applicable Fees reasonably and in good faith and are cooperating diligently to resolve the dispute.
8.6. Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with purchases hereunder. If Pietential has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section, Pietential will invoice Subscriber and Subscriber will pay that amount unless Subscriber provides Pietential with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Pietential is solely responsible for taxes assessable against it based on its income, property, and employees.9. Confidentiality .
9.1. Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether electronically, 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/or the circumstances of disclosure. Pietential’s Confidential Information includes the Pietential Platform, Pietential Services,
9.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
10. Data Protection . Subscriber acknowledges that Pietential does not control the transfer of data over telecommunications facilities, including the internet. Pietential does not warrant secure operation of the Pietential Platform or Pietential Services, or that it will be able to prevent disruptions to Subscriber or User access or use of the Pietential Platform. Subscriber acknowledges further that the Pietential Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Pietential is not responsible for any delays, delivery failures, or other damage resulting from such problems with the use of the internet or electronic communications. Pietential makes no warranties or guarantees regarding the compliance of Pietential Platform or Pietential Services with any specific law or regulation governing a particular type of data. The terms of the data DPA, made available to you via the Pietential Platform, are hereby incorporated by reference and shall apply to the extent that Subscriber provides Personal Data (as defined in the DPA) to Pietential, or Pietential transfers Personal Data, as part of Subscriber’s use of the Pietential Platform and Pietential Services.11. Representations, Warranties, and Disclaimers .
11.1. Representations and Warranties by Subscriber. Subscriber represents and warrants to Pietential that: (a) Subscriber
11.2. Mutual Warranties. Each party represents and warrants that it has the legal power to enter into these Terms.
11.3. DISCLAIMER. Except as expressly provided herein, Pietential makes no warranty of any kind, whether express, implied, statutory, or otherwise, and Pietential specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free use or service, error correction, availability, accuracy of informational content, system integration, and any and all implied warranties arising from statute, course of dealing, course of performance, or usage of trade, to the maximum extent permitted by applicable law. Pietential Services and the Pietential Platform are provided “AS IS” and “AS AVAILABLE”, exclusive of any warranty whatsoever. Furthermore, to the fullest extent permitted by law, Pietential specifically disclaims all warranties and guarantees regarding (a) performance, quality, and results, and (b) the accuracy of the information that Pietential provides in connection with the Pietential Platform and/or the Pietential Services. Pietential shall not be liable for non-performance of Subscribers or other third parties. Additionally, Pietential disclaims all liability arising from Pietential’s access to Subscriber account on Subscriber’s behalf in order to make changes or post information to the Pietential Platform in accordance with Subscriber instructions; it is Subscriber’s responsibility to confirm that Subscriber’s instructions are executed as requested.12. Indemnification . Subscriber will defend Pietential and its Affiliates against any claim, demand, suit, or proceeding made or brought against Pietential or any Affiliate arising out of or in connection with (a) a third party allegation that Subscriber Content infringes or misappropriates such third party’s intellectual property rights, including rights of privacy and publicity (b) any violation of the representations and warranties provided under these Terms by Subscriber, (c) Subscriber’s or its Users’ use of the Pietential Platform or Pietential Services in an unlawful manner or in violation of these Terms and/or applicable Order Form ((a) through (c) each a “Claim Against Pietential”), and will indemnify Pietential and its Affiliates from any damages, attorney fees, and costs finally awarded against Pietential or its Affiliates as a result, or for any amounts paid by Pietential or its Affiliates under a settlement approved by Subscriber in writing, of a Claim Against Pietential, provided that Pietential: (i) promptly gives Subscriber written notice of the Claim Against Pietential; (ii) gives Subscriber sole control of the defense and settlement of the Claim Against Pietential (except that Subscriber may not settle any Claim Against Pietential unless it unconditionally releases Pietential and its Affiliates of all liability); and (iii) gives Subscriber all reasonable assistance, at Subscriber’s expense. The above defense and indemnification obligations do not apply if a Claim Against Pietential arises from Pietential’s or its Affiliate’s breach of these Terms (including the applicable Order Form).
13. Limitation of Liability .
13.1. Limitation of Liability . In no event shall the aggregate liability of Pietential, together with all of its affiliates, arising out of or related to these Terms exceed the total amount paid by Subscriber hereunder in the twelve months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability.
13.2. Exclusion of Consequential and Related Damages. In no event will either party or its affiliates have any liability arising out of or related to these Terms for any lost profits, revenues, goodwill, data, use, or other economic advantage, or for indirect, special, incidental, consequential, cover, business interruption, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law and does not limit indemnification obligations under the “Indemnification” section.
13.3. The parties agree that this section 13 represents a reasonable allocation of risk and that Pietential would not proceed in the absence of such allocation.14. Non-Solicitation . Subscriber agrees that it will not, at any time during the term and for a period of 18 months after termination of these Terms, whether for Subscriber’s own account or for the account of others, solicit for employment, hire or otherwise engage any of the employees or independent contractors of Pietential. Notwithstanding the foregoing, nothing in these Terms shall prevent Subscriber from hiring any person who responds to a general solicitation not personally directed to such person. In the event Subscriber hires or engages an employee or contractor of Pietential in violation of this Section, Pietential shall be entitled to collect liquidated damages from Subscriber to compensate Pietential for locating, recruiting, hiring and training a replacement person. Pietential’s liquidated damages shall be a sum equal to two times the gross annual compensation of the person Subscriber wrongfully hired or engaged. Gross annual compensation means twelve times the subject employee or contractor’s last full month’s compensation from Pietential including bonuses and benefits. The parties agree and acknowledge that this amount is a reasonable, liquidated amount and not a penalty. 15. General .
15.1. Assignment. Neither Subscriber nor Pietential may assign these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, that either party may assign these Terms in their entirety (including all Order Forms), without the other party’s prior written consent (a) to an Affiliate or (b) in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of the assigning party’s business. Subject to the foregoing, these Terms (including each Order Form) will bind and inure to the benefit of Pietential and Subscriber, and our respective successors and permitted assign
15.3. Relationship of the Parties. Subscriber and Pietential are independent contractors to one another. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between us. Each party will be solely responsible for payment of all compensation owed to its respective employees, as well as all employment-related taxes.
15.5. Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.
15.6. Export Compliance. Each party represents that it is not named on any U.S. government denied-party list. Subscriber will not permit any User to access or use the Pietential Platform or any Pietential Services in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria, and Crimea) or in violation of any U.S. export law or regulation.
15.7. Notice. Unless otherwise expressly indicated, any consent or authorization required under these Terms shall be at the sole discretion of the party from whom such consent is required. Notice shall be deemed to have been received by a party, and effective, on the day received. All breach-related and indemnification-related notices permitted or required under these Terms shall be in writing and delivered by recognized postal or courier services who provide delivery confirmation to the other party’s address set forth on the initial Order Form, or such other address as the parties may subsequently provide in writing. All other notices may be sent by email with notice deemed given: (a) upon acknowledgement of receipt by a reply email; or (b) when Pietential posts the notice in the Pietential Platform.
15.8. Force Majeure . Pietential shall not be liable to Subscriber by reason of any failure in performance of these Terms if the failure arises out of the unavailability of communications facilities or energy sources, acts of God, acts of Subscriber, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, pandemics, disease, quarantines, cybersecurity incidents, or any other causes beyond the reasonable control of Pietential.
15.9. Use by Foreign Nationals . Subscriber will: (a) ensure that neither the Pietential Platform nor any Pietential Services are used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the U.S. Export Administration Regulations, 15 C.F.R. 740 et. seq.; and (b) not take any steps to facilitate such use.
15.10. Applicable Law.
15.10.1. U.S., Canada, Caribbean and the Americas . If Subscriber’s principal place of business (or primary residence, if Subscriber is an individual) is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects (without regard to any conflict of laws provisions) in accordance with the laws of the United States of America and the
15.10.3. Provisions Applicable in all Countries . As these Terms are not a contract for the sale of goods, these Terms shall not be governed either by: (a) codification of Article 2 or 2A of the Uniform Commercial Code; or (b) the United Nations Convention on the International Sale of Goods. No version of the Uniform Computer Information Transactions Act shall apply to these Terms. Both parties confirm that they have requested that these Terms be drafted in English. Les parties contractantes confirment qu’elles ont exigé quele présent contrat et tous les documents associés soient redigés en anglais.
15.11. Dispute Resolution.
15.11.1. Informal Resolution . Subject to Section 15.11.6, Pietential and Subscriber agree to try for 60 days to resolve any dispute under or in connection with these Terms (a “Dispute”) informally. If the parties cannot settle any Dispute during this time period, then subject to Section 15.11.6: (a) the parties agree to enter binding arbitration (as defined in this Section 15.11), and not to sue in court in front of a judge or jury; and (b) if Subscriber’s principal place of business is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, the parties also agree that class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed, nor is combining individual proceedings without the consent of all parties.
If Subscriber wishes to raise a Dispute and Pietential’s customer service representatives cannot resolve it, a Notice of Dispute should be sent by postal mail to Pietential, ATTN: LEGAL DEPARTMENT which includes: Subscriber name, address, contact information, the problem you wish to raise, and Subscriber’s preferred means of resolution. Pietential will do the same if Pietential has a dispute to raise with Subscriber. After 60 days, subject to Section 15.11.6, Subscriber or Pietential may start arbitration in accordance with Section 15.11.3 if the dispute is unresolved.
15.11.3. Exclusive Forum and Place of Arbitration.
188.8.131.52. U.S., Canada, Caribbean and the Americas . If Subscriber’s principal place of business (or primary residence, if Subscriber is an individual) is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, and a Dispute was not resolved through the informal resolution process described above then, subject to Section 15.11.6: (a) such Dispute shall be finally settled in accordance with the Commercial Arbitration Rules of the American Arbitration Association; and (b) any such arbitration shall be conducted in the English language in
15.11.4. Appointment of Arbitrator . For the purposes of the arbitration, a single arbitrator shall be selected by the parties, in default of which the arbitrator shall be appointed in accordance with the applicable arbitration rules. The arbitrator elected by the parties must be a qualified attorney, solicitor or barrister with at least 10 years of post-qualification practice experience, and also have experience in the fields of software development
15.11.5. Limitations . To the extent permitted by applicable law, Subscriber must commence arbitration of any Dispute within one year of the date on which the relevant cause of action accrued (or, if later, within one year of the date on which the innocent party ought reasonably to have become aware of such an accrual), otherwise it is permanently barred. The arbitrator shall be bound by the provisions of these Terms and base the decision on applicable law and judicial precedent, shall include in such decision the findings of fact and conclusions of law upon which the decision is based, and shall not grant any remedy or relief that a court could not grant under applicable law. Except to the extent otherwise expressly provided in applicable arbitration rules, the arbitrator's decision shall be final and binding upon the parties, and shall not be subject to appeal.
15.11.6. Enforcement; Equitable Relief; IP Disputes . Notwithstanding anything to the contrary in this Section 15.11: (a) either party may enforce any judgment rendered by the arbitrator in any court of competent jurisdiction; (b) the arbitrator shall have the right to issue equitable relief, including preliminary
15.11.7. Attorneys’ Fees . The rules of the applicable arbitral tribunal will govern payment of filing fees and the arbitrator’s fees and expenses, but the prevailing party shall be entitled to recover reasonable attorneys' fees and costs
15.12. Changes in Laws. Notwithstanding anything to the contrary in these Terms, Pietential may limit or discontinue the provision of the Pietential Platform and Pietential Services to the extent: (a) Pietential or any vendor of Pietential is restricted by any rule, regulation, law or governmental entity; (b) Pietential or any vendor has discontinued the collection of data; or (c) Pietential or any vendor of Pietential is prohibited from providing Pietential Services. In addition, Pietential is committed to continuously making better the Pietential Platform and Pietential Services, including the Subscriber and User experiences. For this reason, Pietential may discontinue, upgrade or change the production, support, delivery and maintenance of the Pietential Platform and any Pietential Services if Pietential develops an upgraded version or otherwise no longer generally provides the same to its subscribers, provided however that no such updates will materially diminish the functionality or performance of the Pietential Platform and Pietential Services. In the event that Pietential materially modifies the content or scope of the Pietential Platform of Pietential Services provided to Subscriber, the parties shall renegotiate the fees in good faith according to the prevailing pricing models.
15.13. Forms of Consent. These Terms (including applicable Order Forms) and any amendments thereto may be executed in counterparts. The parties consent to the conduct of transactions and the execution of any amendments between them by electronic means or records, including by use of electronic signatures and facsimile copies of a party’s signature.
15.14. Survival . The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms that, by its nature, should survive termination or expiration of these Terms, will survive any expiration or termination of these Terms: 5.1, 6.2, 6.3, 6.4, 7.4, 8.1, 9, 11.3, 12, 13, 14, 15.
Last Updated on March 1, 2022.
You are responsible for your access to and use of, and each User’s access to and use of, the Pietential Platform. All access and use of the Pietential Platform is subject to the following terms and conditions:
- Acceptable Use . You may use the Pietential Platform solely as expressly permitted in the Terms, including the AUP. You or all Users must comply with the acceptable use conditions listed below, as well as any acceptable use policy posted by Pietential at its website or made available to you or Users through the Pietential Platform. Pietential reserves the right to modify its AUP at any time by posting the revised AUP on its website or making the revised AUP available through the Pietential Platform. Each use of the Pietential Platform after the posting date of a revised AUP indicates acceptance of the revised AUP by you or any User(s).
- Restrictions . The content and information on the Pietential Platform (including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code, or other material), as well as the infrastructure used to provide such content and information, is proprietary to us or our licensors. You agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or lease, sell or re-sell or otherwise distribute any such content or information obtained from or through the Pietential Platform. Without limiting the generality of the foregoing limitation or any of the other conditions or restrictions set forth in the Terms, you will not (and if applicable, will not allow Users to):
- take actions which result in access, or attempts to access, the Pietential Platform from more than one computer at any one time;
- distribute or share any Pietential Platform user name or password with anyone; or
- reveal a User’s account password to others, or allow use of a User’s account by others;
- use the Pietential Platform to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment;
- remove, modify or obscure any copyright, trademark or other proprietary rights notices which appear in or on the Pietential Platform or any report or other output generated thereby;
- use the Pietential Platform or any of Pietential’s resources to violate the intellectual property or privacy rights of any person or entity;
- access, monitor, or copy any content or information of the PietentialL Platform using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
- violate the restrictions in any robot exclusion headers on the Pietential Platform or bypass or circumvent other measures employed to prevent or limit access to the Pietential Platform;
- take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
- deep-link to any portion of the Pietential Platform for any purpose without our express written permission;
- frame”, “mirror”, or otherwise incorporate any part of the Pietential Platform into any other website or mobile application without our prior written authorization;
- attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Pietentialin connection with the Pietential Platform or the content we provide; or
- log in using an alias that masks your true identity.
The Pietential Platform may contain various forums through which you and third parties may interact, communicate, or post or link other content, messages, materials, videos, or other items to the Pietential Platform (“Interactive Areas”). If Pietential provides you access to such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. By using the Pietential Platform, including any Interactive Areas, you expressly agree not to post, link, upload to, transmit, distribute, store, create, or otherwise publish or view through the Pietential Platform any of the following:
- content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable;
- content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law;
- content that may infringe or misappropriate any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
- content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including Pietential;
- Political campaigning or advertising, contests, sweepstakes, or raffles;
- Private information of any third party, including, without limitation, surname (family name), addresses, phone numbers, email addresses, Social Security numbers, financial information, and credit card numbers;
- Viruses, corrupted data, or other harmful, disruptive, or destructive files; or
- content or links to your content that, in the sole judgment of Pietential, (i) violates the terms of the AUP, (ii) is objectionable, (iii) restricts or inhibits any other person from using or enjoying the Interactive Areas or the Pietential Platform, or (iv) may expose Pietential or its affiliates or its or their users and/or sublicensees to any harm or liability of any type.
Any use of the Interactive Areas or other portions of the Pietential Platform in violation of the foregoing violates the AUP and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Pietential Platform.
Without limiting the foregoing, Pietential takes no responsibility and assumes no liability for any content posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor is Pietential liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As a provider of interactive services, Pietential is not liable for any statements, representations, or content provided by its users in any Interactive Area or portion of the Pietential Platform. Although Pietential has no obligation to screen, edit, or monitor any of your content posted to or distributed through any Interactive Area, Pietential reserves the right, and has absolute discretion, to remove, screen, or edit, without notice, any content posted or stored on the Pietential Platform at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any of your content on the Pietential Platform at your sole cost and expense.
- Confidentiality . You and all Users shall (a) keep your access credentials (e.g., user names and passwords) confidential, and (b) immediately notify Pietential if the integrity or security of its access credentials is compromised. You will be responsible for all activities and charges incurred under your account, and activity taking place in your account, where such charges and activities were originated using your access credentials. You acknowledge and agree that you are solely responsible for the issuance of access codes and passwords and that Pietential will only issue access codes or passwords to your Users on your instruction and as your agent. You acknowledge and agree that Pietential is authorized to accept the user identifications and passwords as conclusive evidence that you, or your Users, as the case may be, have accessed, utilized, or otherwise employed the Pietential Platform or Pietential Services.
- Equipment. You are solely responsible for all equipment and other resources necessary to connect to and communicate with the Pietential Platform. You must obtain access to the world wide web, pay any service fees associated with such access, and provide all equipment necessary to make such a connection, including a computer, a modem, or other access devices.. You acknowledge and agree that such equipment and system requirements, which may change from time to time, are your responsibility, along with all associated costs.
Last Updated on March 1, 2022.
These terms, conditions, and notices (“Terms”) govern your access to and use of the Pietential.com website, and any Pietential mobile application(s), and related services, information, or communications (collectively, the “Pietential Platform”).
PLEASE READ THE BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER IN THE DISPUTE RESOLUTION SECTION. IT AFFECTS HOW DISPUTES ARE RESOLVED.
By accessing or using the Pietential Platform in any manner, you agree to be bound by these Terms. Please read these Terms carefully. If you do not accept all of these Terms, you may not use the Pietential Platform.
Be sure to return to this page periodically to review the most current version of these Terms. We may modify these Terms or any additional terms that apply to the Pietential Platform to, for example, reflect changes to the law or changes to the Pietential Platform. We will notify you about material changes to these Terms by either sending a notice to the email address you provided to us and/or by placing a prominent notice of modifications to these Terms on this page. What constitutes a material change will be determined in our sole discretion. Your continued use of the Pietential Platform following any changes or revisions to the Terms constitutes your complete and irrevocable acceptance of any and all such changes. If you do not agree to the modified Terms, you should discontinue your use of the Pietential Platform.
Use of the Pietential Platform
As a condition of your use of the Pietential Platform , you warrant that (i) all information supplied by you on the Pietential Platform is true, accurate, current, and complete, (ii) if you have a Pietential account (“Subscriber”), you will safeguard your account information and will supervise and be completely responsible for any use of your account by anyone other than you, and (iii) you are 18 years of age or older. Pietential does not knowingly collect the information of anyone under the age of 18. We retain the right at our sole discretion to deny access to anyone to the Pietential Platform and the content we offer, at any time and for any reason, including, but not limited to, for violation of these Terms.
License and Consent to Use Your Content; Acceptable Use
be aware that any submission of content, materials, or information to the
Pietential Platform is further subject to the terms of our Subscriber Terms of
Use if you are a Subscriber. In
ALL INFORMATION, CONTENT, SUBMISSIONS, SOFTWARE, PRODUCTS, AND/OR SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE WITHOUT WARRANTY OF ANY KIND BY PIETENTIAL. PIETENTIAL DISCLAIMS ALL WARRANTIES AND CONDITIONS THAT THE PIETENTIAL PLATFORM, ITS SERVERS, OR ANY EMAIL OR COMMUNICATION SENT FROM PIETENTIAL, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PIETENTIAL HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION, CONTENT, SUBMISSIONS, SOFTWARE, PRODUCTS, AND/OR SERVICES CONTAINED OR DESCRIBED ON THE PIETENTIAL PLATFORM , INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, UNINTERRUPTED OR ERROR-FREE USE OR SERVICE, ERROR CORRECTION, AVAILABILITY, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION.
IN NO EVENT SHALL PIETENTIAL (NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, DISPLAY ON, OR USE OF THE PIETENTIAL PLATFORM OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, OR USE THE PIETENTIAL PLATFORM (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON INFORMATION OR ANY CONTENT APPEARING ON THE PIETENTIAL PLATFORM; ANY COMPUTER VIRUSES, INFORMATION, CONTENT, SUBMISSIONS, SOFTWARE, LINKED SITES, PRODUCTS, AND/OR SERVICES OBTAINED OR ACCESSED THROUGH THE PIETENTIAL PLATFORM; OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY ON, OR USE OF THE PIETENTIAL PLATFORM) WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF PIETENTIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. The limitations of liability provided in these Terms inure to the benefit of Pietential and you agree that this section represents a reasonable allocation of risk and that Pietential would not proceed in the absence of such allocation.
your breach of these Terms or the documents referenced herein;
your violation of any law or the rights of a third party; or
your use of the Pietential Platform.
Links to Third-Party Sites
The Pietential Platform may contain hyperlinks to websites or platforms operated by parties other than Pietential. Such hyperlinks are provided for your reference only. We do not control such websites or platforms and are not responsible for their content or the privacy or other practices of such websites or platforms. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Pietential Platform or other websites or platforms) is free of such items as viruses, worms, trojan horses, defects, and other items of a destructive nature. Our inclusion of hyperlinks to such websites or platforms does not imply any endorsement of the material on such websites or platforms or any association with their operators.
Software and Licensed Materials Available On The Pietential Platform
Pietential Platform is controlled and operated by Pietential from its offices
Any Software or reports, additional licensed content, information, research reports, and/or review data (individually and collectively, “Licensed Materials”) from Pietential made available through the Pietential Platform, is owned by Pietential, and/or its affiliates or licensors, and is protected by copyright and/or trade secret laws and international treaty provisions. Any reproduction, redistribution, or disclosure of the Software and/or Licensed Materials is expressly prohibited and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE AND/OR LICENSED MATERIALS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED UNLESS OTHERWISE EXPRESSLY AUTHORIZED BY PIETENTIAL IN WRITING.
Copyright and Trademark Notices
All contents of the Pietential Platform are: © Copyright 2022 Pietential, LLC. All rights reserved. Pietential is not responsible for content on websites, platforms, or mobile applications operated by parties other than Pietential. Pietential, its logo, and, except as noted below, all other product or service names, logos, or slogans displayed on the Pietential Platform are registered and/or common law trademarks of Pietential, LLC or its suppliers or licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Pietential or the applicable trademark holder. In addition, the look and feel of the Pietential Platform, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of Pietential and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Pietential. All other trademarks, registered trademarks, product names, and company names or logos mentioned in or on the Pietential Platform are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Pietential.
Other logos and products and company names mentioned herein may be the trademarks of their respective owners.
respects the intellectual property of others and expects others to do the
same. If you believe, in good faith, that
any materials provided on or in connection with the Pietential Platform
infringe upon your copyright, please refer to our
The following applies to any application comprising the Pietential Platform that is accessed through or downloaded from the Apple App Store (an "App Store-Sourced Application"):
You acknowledge and agree that (i) these Terms are entered into between you and Pietential only, and Apple Inc. (“Apple”) is not a party to these Terms other than as third-party beneficiary as contemplated below, and (ii) Pietential, not Apple is solely responsible for the App Store-Sourced Application and content thereof. Your use of the App Store-Sourced Application must comply with the App Store Terms of Service, including any license and use limitations therein.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Application.
In the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Application to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Application. As between Pietential and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Pietential, subject at all times to warranty limitations and exclusions set forth in these Terms.
You and Pietential acknowledge that, as between Pietential and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store-Sourced Application or your possession and use of the App Store-Sourced Application, including: (i) product liability claims; (ii) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Pietential acknowledge that, in the event of any third party claim that the App Store-Sourced Application or your possession and use of that App Store-Sourced Application infringes that third party's intellectual property rights, as between Pietential and Apple, Pietential (and not Apple) will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, though only to the extent required by these Terms.
You acknowledge, represent, and warrant that (i) you are not located in a country embargoed by United States or other applicable law from receiving the Pietential Platform and related services, (ii) you are not located in a country that has been designated by the U.S. Government as a “terrorist supporting” country, and (iii) you have not been listed by the U.S. Government on any U.S. Government list of prohibited or restricted parties. If you are unable to make the acknowledgements and representations in this paragraph, you are not permitted to use or access the Pietential Platform or any App Store-Sourced Application.
You and Pietential acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms as related to your license of the App Store-Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store-Sourced Application against you as a third party beneficiary thereof.
Without limiting any other terms of these Terms, you must comply with all applicable third party terms of agreement when using the App Store-Sourced Application.
Canada, Caribbean and the Americas. If
your principal place of business (or primary residence, if you are an
individual) is located in the United States, Canada, the Caribbean or anywhere
else in North America, Central America or South America, these Terms and any
dispute or claim (including non-contractual disputes or claims) arising out of
or in connection with it or its subject matter or formation shall be governed
by and construed in all respects (without regard to any conflict of laws
provisions) in accordance with the laws of the United States of America and the
United Kingdom, Europe and Elsewhere. If your principal place of business (or primary residence, if you are an individual) is located in the United Kingdom, Europe or anywhere other than North America or South America, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation shall be governed by and construed in all respects (without regard to any conflict of laws provisions) in accordance with the laws of England as such laws are applied to agreements entered into and to be performed entirely within England.
Provisions Applicable in all Countries. As these Terms are not a contract for the sale of goods, these Terms shall not be governed either by: (a) codification of Article 2 or 2A of the Uniform Commercial Code; or (b) the United Nations Convention on the International Sale of Goods. No version of the Uniform Computer Information Transactions Act shall apply to these Terms.
Informal Resolution. Subject to the section below titled “Enforcement; Equitable Relief; IP Disputes,” Pietential and you agree to try for 60 days to resolve any dispute under or in connection with these Terms (a “Dispute”) informally. If the parties cannot settle any Dispute during this time period, then subject to the section below titled “Enforcement; Equitable Relief; IP Disputes”: (a) the parties agree to enter binding arbitration (as defined in this section), and not to sue in court in front of a judge or jury; and (b) if your principal place of business is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, the parties also agree that class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed, nor is combining individual proceedings without the consent of all parties.
Service of Process and Notice of Dispute. To the fullest extent permitted by applicable law or by any rules of any applicable arbitrators, courts or other tribunals, the parties to these Terms hereby designate each of their respective corporate officers (including the President, CEO, and other C-level executives or equivalents), if applicable, as agents to receive service of process by delivery via a reputable overnight courier to the receiving party’s address on file with the government registry of that party’s jurisdiction of organization or formation. Each party hereby acknowledges and agrees that such service of process shall be adequate and sufficient as if it were made by formal service of process pursuant to applicable laws or rules.
If you wish to raise a Dispute and Pietential’s customer service representatives cannot resolve it, a Notice of Dispute should be sent by postal mail to Pietential, ATTN: LEGAL DEPARTMENT which includes: your name, address, how to contact you, the problem your wish to raise, and your preferred means of resolution. Pietential will do the same if Pietential has a dispute with you. After 60 days, subject only to exception set forth in this section, you or Pietential may start arbitration in accordance with this section if the dispute is unresolved.
Forum and Place of Arbitration. U.S.,
Canada, Caribbean and the Americas. If
your principal place of business (or primary residence, if you are an
individual) is located in the United States, Canada, the Caribbean or anywhere
else in North America, Central America or South America, and a Dispute was not
resolved through the informal resolution process described above then: (a) such
Dispute shall be finally settled in accordance with the Commercial Arbitration
Rules of the American Arbitration Association; and (b) any such arbitration
shall be conducted in the English language in
Exclusive Forum and Place of Arbitration. United Kingdom, Europe and Elsewhere. If your principal place of business (or primary residence, if you are an individual) is located in the United Kingdom, Europe or anywhere other than North America, Central America or South America, and a Dispute was not resolved through the informal resolution process described above then: (a) such Dispute shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce, as amended by this section; and (b) any such arbitration shall be conducted in the English language in London, England by a sole arbitrator.
Appointment of Arbitrator. For the purposes of the arbitration, a single arbitrator shall be selected by the parties, in default of which the arbitrator shall be appointed in accordance with the applicable arbitration rules. The arbitrator elected by the parties must be a qualified attorney, solicitor or barrister with at least 10 years of post-qualification practice experience, and also have experience in the fields of software development and distribution and intellectual property disputes (together, the “Requirements”). In appointing an arbitrator, the arbitral tribunal must, as far as possible, have regard to the Requirements.
Limitations. To the extent permitted by applicable law, you must commence arbitration of any Dispute within one year of the date on which the relevant cause of action accrued (or, if later, within one year of the date on which the innocent party ought reasonably to have become aware of such an accrual), otherwise it is permanently barred. The arbitrator shall be bound by the provisions of these Terms and base the decision on applicable law and judicial precedent, shall include in such decision the findings of fact and conclusions of law upon which the decision is based, and shall not grant any remedy or relief that a court could not grant under applicable law. Except to the extent otherwise expressly provided in applicable arbitration rules, the arbitrator's decision shall be final and binding upon the parties, and shall not be subject to appeal.
Enforcement; Equitable Relief; IP Disputes. Notwithstanding anything to the contrary in this Dispute Resolution section: (a) either party may enforce any judgment rendered by the arbitrator in any court of competent jurisdiction; (b) the arbitrator shall have the right to issue equitable relief, including preliminary injunctive relief; (c) Pietential shall be entitled to apply to any court of competent jurisdiction for any interim relief; (d) Pietential shall be entitled to bring, in any court of competent jurisdiction, at any time, any claim concerning or related to the enforcement or validity of any intellectual property rights (including, for the avoidance of doubt, any trade secrets or confidential information) of Pietential or licensors of Pietential (an “IP Dispute”); and (e) Pietential shall be entitled, upon receipt of any request for arbitration from your under this section, to decline to submit to the jurisdiction of any arbitral tribunal insofar as the request for arbitration relates to any IP Dispute, in which case you may bring the same IP Dispute in any court of competent jurisdiction.
Attorneys’ Fees. The rules of the applicable arbitral tribunal will govern payment of filing fees and the arbitrator’s fees and expenses, but the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
that no joint venture, agency, partnership, or employment relationship exists
between you and Pietential and/or affiliates as a result of these Terms or use
of the Pietential Platform.
Our performance under these Terms is subject to existing laws and legal process, and nothing contained in these Terms limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Pietential Platform or information provided to, or gathered by, us with respect to such use.
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions in these Terms shall continue in effect.
For answers to your questions or ways to contact us, email us at firstname.lastname@example.org.
© Copyright 2022 Pietential, LLC All Rights Reserved.
Copyright Complaint Policy
DMCA Notice – Reporting Claims of Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe in good faith that any materials accessible on or from this website (the "Site") infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
- Your physical or electronic signature.
- An identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.
- An identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material, such as a link to the material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and , if available, email address).
- The following statement: "I have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law."
- The following statement: "I swear, under penalty of perjury, that the information in this written notice is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner, of an exclusive right that is allegedly infringed."
- Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
Our designated Copyright Agent to receive DMCA Notices is:
Whiteford Taylor Preston LLP
7 Saint Paul Street
Baltimore, MD 21202
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
Repeat Infringer Policy
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
Updated on March 1, 2022.
1. About Pietential
The Pietential Platform is a web- and app-based platform on which subscribers and users can visualize and analyze where users stand regarding the core issues that are central to what it is to be human: physiological needs, safety needs, love and belonging, esteem, and self-actualization, in an effort to help set and realize goals and individual growth potential, or view user general wellbeing on an individual or population basis.
2. Information We Collect and How We Use It
We receive, store, and process certain types of personal information about you from your use of the Pietential Platform, automatic data collection, and from certain third parties.
What Categories and Types of Information We Collect
We may collect, transmit and store information about you if you are a visitor or a registered user of the Pietential Platform. We collect various categories of personal information when you use the Pietential Platform. Over the last 12 months, we have collected the following categories of personal information:
Personal information we collect
Purposes for collection or use
Categories of third parties to whom we disclose
First Name, Last Name, Email address, Telephone number(s), User IDs, Passwords (we only store a cryptographic hash of the passwords, we do not store passwords themselves)
To operate the Pietential Platform and to provide services to you
For research and development
Internet or other electronic network or device activity information
Search history, Internet Protocol addresses, information on your interactions with your Pietential Platform account, a website, application, or advertisement.
For research and development
Job title, employer name, employer address, employer company profile.
To operate the Pietential Platform and to provide services to you
How We Receive Personal Information
Directly from you. When you visit the Pietential Platform, to create an account, to log-in as a registered user into your account, we will collect and store that information.
Indirectly from you. When you navigate and interact with the Pietential Platform, some information is automatically collected by cookies and other tracking technologies. Not all information collected may be personal information, and some cookies are necessary to use different functionalities of the Pietential Platform. The personal information collected may include information about your computer and internet connection, like IP address, operating system, and browser type.
The technologies we use for the automatic data collection may include:
• Web storage objects like localStorage. Certain features of our Pietential Platform may use local stored objects sync the data on our servers with locally stored data in your browser and to increase site speed.
• Web Beacons. Pages of our Pietential Platform may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit Pietential, for example, to count users who have visited those pages and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
E-mail and Other Communications. We may communicate with you by email or other means. When we do this, in addition to the information contained in the email, we may collect a confirmation when you open email. This confirmation helps us improve our service. If you do not want to receive email or other mail from us, please indicate your preference by visiting our email preference page. Please note that, if you do not want to receive legal notices from us, those legal notices will still govern your use of the Pietential Platform, and you are responsible for reviewing such legal notices for changes. From Other Sources. We also may periodically obtain both personal and non-personal information about you from other third parties, such as your company or employer and their authorized staff, if you are a user of the Pietential Platform under a subscription provided by such a third party.
Why We Use Your Personal Information
We may use Personal Information as permitted by law, for the following business purposes:
To engage in research and analysis related to the Pietential Platform. We store and use information to identify and fix errors, understand how visitors use the Pietential Platform, research and test different features, and analyze how visitors arrive at and use our the Pietential Platform.
To improve and understand usage of the Pietential Platform. We store and use information about your use of the Pietential Platform, such as your search activity, pages viewed, and the date, time and duration of your visits, to understand and improve usage of the Pietential Platform.
To enhance the security of the Pietential Platform. We store and use information to ensure the security of the Pietential Platform. For example, we use the information collected by certain cookies to determine if you are logged in and to detect unauthorized access to your account.
To comply with legal obligations. We use and share your information as necessary to respond to subpoenas, court orders, or other legal process; we also may use and share your information to establish or exercise our legal rights, to defend against legal claims, or as otherwise required by law.
We may use and share your personal information when we believe it is necessary to investigate, prevent, or take action regarding illegal or suspected illegal activities; to protect and defend the rights, property, or safety of Pietential, Pietential Platform visitors and registered users, our licensees, licensors, and others.
We may use and share your personal information in connection with a corporate transaction, such as a divestiture, investment, merger, consolidation, or asset sale, or in the unlikely event of bankruptcy. We further reserve the right to share your personal information in connection with, or during negotiations of, any proposed or actual merger, purchase, sale, or any other type of acquisition or restructuring that affects all or any portion of our assets.
Pietential does not currently respond to Do-Not-Track signals. You may, however, adjust your preferences for certain tracking, for example, by disabling cookies or using ‘private’ or ‘incognito’ browsing modes.
4. How We Share Your Information
Pietential may share your personal information with our service providers, our affiliates, and any other third parties whom you authorize us to share your information with. More detail about who we share your personal information with, and what types of personal information they receive from us, can be found below.
If your subscription to the Pietential Platform is provided by a third party, such as your employer, we may share certain information collected from you in aggregate form, and not in a manner that would identify you personally. For example, this aggregate information may indicate trends among a larger population of users who are accessing the Pietential Platform under the same license, or how often users use parts of our Pietential Platform.
Sharing your content. When you post, upload, or otherwise make available any of your content on the Pietential Platform, any personal information you have associated with that content may be shared with our registered users or third party service providers to fulfill the purpose for which you shared the content, as addressed in more detail below.
Sharing with our service providers. Pietential uses third party service providers to support or provide services for us in connection with the Pietential Platform, such as hosting, security and fraud prevention, technical and user support, tracking and reporting usage of Pietential Platform, marketing, and other functions. We share your information with them as necessary to perform tasks on our behalf and they are obligated to not disclose or use it for any other purpose.
Sharing with our affiliates. We may share information from or about you with our affiliates and require them to abide by this policy. If another company were to acquire Pietential, or all or substantially all of our assets, that company would then possess any information Pietential has from or about you, and will collect, use, and disclose that information solely as described in this policy.
To contact you . Pietential may contact you by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application’s push notifications, regarding updates or informative communications related to the functionalities, products or contracted services, news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or inquired about, unless you have opted not to receive such information. Please note that we reserve the right to send you certain communications, including service announcements and administrative messages relating to your Pietential Platform account, without offering you the opportunity to opt out of receiving them.
5. Your Data Privacy Rights
Depending on where you are located and/or live, you may exercise certain data privacy rights, and Pietential will facilitate the exercise of those rights.
EEA, UK, and Switzerland Privacy Rights
If you are located in the European Economic Area (“EEA”), the United Kingdom ("UK") or Switzerland, this section provides additional details about the personal data we collect about you, and your rights.
Subject to certain limitations, you have the following privacy rights:
Transparency and the right to information. Through this policy we explain how we use and share your personal information. However, if you have questions or concerns you can contact us any time at email@example.com .
Right of access, objection, restriction of processing, erasure, and portability. You can make a request to access, object, restrict, erase, or transfer any of your personal data by emailing firstname.lastname@example.org . You also have the right to withdraw your consent at any time when we process your personal data based on your consent.
Right to opt-out to direct marketing. You have the right to opt-out at any time to receiving marketing materials from us by following the opt-out instructions in our commercial emails, by contacting us, or by adjusting your preferences under your profile details on the Pietential Platform.
Please note that we reserve the right to send you other communications, including service announcements and administrative messages relating to your Pietential Platform account, without offering you the opportunity to opt out of receiving them.
Right to lodge a complaint with a supervisory authority. If you consider that the processing of your personal data infringes your privacy rights, you have the right to lodge a complaint with a supervisory authority in your jurisdiction. Contact details for the EU data protection authorities can be found at here ; for the Swiss Federal Data Protection and Information Commissioner can be found here ; and for the UK Information Commissioner's Office can be found here.
Legal Basis for Processing (EEA, UK, and Switzerland only)
Our legal basis for collecting and using the personal data described in this policy will depend on the type of information and the context in which we collect it.
However, we will normally collect personal data from you only in the following circumstances:
- Where we have your express consent to do so;
- Where we need the personal data to perform a contract with you;
- Where the processing is in our legitimate interests and is not overridden by your data protection interests or fundamental rights and freedoms.
In some cases, we may also have a legal obligation to collect personal data from you to protect your vital interests or those of another person (for example, to prevent, investigate or identify possible wrongdoing in connection with the Pietential Platform or to comply with legal obligations).
If we collect and use your personal data in reliance on our legitimate interests (or those of any third party), this interest will typically be to operate the Pietential Platform, communicate with you in relation to your account or the Pietential Platform, to solicit information from you, including through surveys or polling, to measure interest in and improve our offerings and the Pietential Platform, to engage in marketing activities, and to otherwise customize your experience with Pietential.
If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us at email@example.com .
Nevada Privacy Rights
If you are a resident of Nevada, Nevada law (SB 220), permits customers in Nevada to opt-out of the sale of certain kinds of personal information. A sale under Nevada law is the transfer of this personal information to third parties for monetary consideration so these third parties can then re-sell or license the sold information. Pietential does not sell your personal information to third parties as defined in Nevada law. If you are a Nevada resident and wish to obtain information about our compliance with Nevada law, please contact us as at firstname.lastname@example.org .
6. International Transfers
If you are accessing the Pietential Platform from outside the United States, please be aware that your information will be transferred to, stored, and processed in the United States where our servers are located and our central database is operated. The data protection laws of the United States may not be equivalent or as comprehensive as the data protection laws as those in your country.
We have implemented appropriate administrative, technical, and physical security procedures to help protect the personal information you provide to us, which we review and update as necessary.
Please bear in mind that submission of information over the Internet is never entirely secure. We cannot guarantee the security of information you submit via the Pietential Platform while it is in transit over the Internet, and any such submission is at your own risk.
8. Children’s Privacy
The Pietential Platform is a general audience site and does not offer services directed to individuals under 18 years of age.
No one under the age of 18 may provide any information to or on the Pietential Platform. We do not knowingly collect personal information from individuals under 18.
If you are under 18, do not use or provide any information on the Pietential Platform or on or through any of its features, do not register on the Pietential Platform, use any of the interactive or features on the Pietential Platform, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. Should an individual whom we know to be under the age of 18 send personal information to us, we will delete or destroy such information as soon as reasonably possible. If you believe we might have this type of information, please contact us.
9. Data Retention
Pietential retains your personal information where we have an ongoing legitimate business need. For example, we may retain your information to prevent, investigate, or identify possible wrongdoing in connection with the Pietential Platform or to comply with legal obligations. We may also retain copies of your personal information in our backup archives.
11. Contact Us
Please provide your identification and contact details, including your email address used to register with the Pietential Platform, and a complete explanation of your concern.
Except as modified in this DPA, the terms and conditions of the Terms shall remain in full force and effect. If there is any conflict between this DPA and the Terms regarding Pietential’s privacy or security obligations, the provisions of this DPA shall control. Unless expressly defined in the DPA, all capitalized terms used herein will have the meaning assigned to them in the Terms.
Purpose: The purpose of compliance with Data Protection Laws concerning the processing of Personal Data on behalf of Pietential Platform users located in European Union (“EU”) Member States or members of the European Economic Area, the UK, Canada, and Australia, and incorporates (to the extent applicable) the terms of the EU Standard Contractual Clauses (“SCCs”). “Data Protection Law” means, as applicable, the European General Data Protection Regulation (EU 2016/679) (“GDPR”), including applicable laws implementing or supplementing the GDPR and as transposed into domestic legislation of Member States, as amended, replaced or superseded from time to time); the UK Data Protection Act of 2018, the Australian Privacy Principles and the Australian Privacy Act (1988); or the Canadian Federal Personal Information Protection and Electronic Documents Act. The terms P rocessor, Controller, processing (and process), personal data breach, data protection impact assessment and Personal Data shall have the meanings set out in Data Protection Laws. The term “ Personal Data” includes: first and last name, email address, telephone number, mailing address, and other information necessary to identify an individual for purposes of assisting Pietential with providing use of the Pietential Platform.
Context and Scope of Personal Data Processing: In order to provide the Subscribers with access and use of the Pietential Platform, it may be necessary for Pietential to collect Personal Data of such an individual or an employee or other representative or user of the Subscriber (each, a “Customer Representative”). Such data is collected when Customer Representatives provide their Personal Data directly to Pietential as an account holder, a designated point of contact between Subscriber and Pietential, or a user under the Subscriber account . That data is subsequently used by Pietential solely to provide access to the Pietential Platform and the Pietential Services under the Terms, or as may be necessary to assist with any requests regarding use and proper operation of the Pietential Platform.
Obligations under Data Protection Laws:
a. Processing as a Controller. Generally, Pietential shall act as the Controller of the Personal Data of each Customer Representative. As a Controller, Pietential will comply with all data protection requirements under the Data Protection Laws applicable to the Personal Data. Without limiting the foregoing, as a controller of the Personal Data, Pietential shall be responsible for providing notifications to, and respond to inquiries and requests from, the Customer Representatives; provided, however, that to the extent necessary, the Subscriber shall reasonably cooperate with Pietential for the purpose of responding to requests by Customer Representatives or any government authorities and of generally complying with Pietential 's obligations under the Data Protection Laws. To the extent applicable, nothing herein relieves the Subscriber of their own obligations under the applicable Data Protection Laws. The parties are not entering a relationship of joint controllership.
b. Processing as a Processor. In the event any personal data is processed by Pietential as a Processor, the parties shall specifically identify such personal data and the purposes of processing, as well as the measures undertaken to protect such data, by completing Appendix B (Controller-to-Processor). As a Processor, Pietential shall only process Personal Data in accordance with the Customer Representative’s documented instructions. As required under Data Protection Laws, Pietential shall assist the Customer Representative, where appropriate, in ensuring compliance with the Customer Representative’s obligations pursuant to Data Protection Laws, taking into account the nature and scope of Pietential’s Personal Data processing, which may include providing commercially reasonable cooperation and assistance with: (a) data subject requests (see below); (b) notifications or communications regarding personal data breaches; (c) data protection impact assessments; and (d) prior consultations with supervisory authorities.
With respect to any Personal Data processed by Pietential as a Processor pursuant to this DPA, Pietential shall: (a) in the event Pietential engages trusted third parties to process Personal Data (“Trusted Parties”), seek the prior specific or general written authorization of the Controller, which is hereby given in respect of any Trusted Parties expressly listed below (and in the case of general written authorization, the Processor shall inform the Controller of any intended changes concerning the addition or replacement of Trusted Parties, thereby giving the Controller the opportunity to object to such changes); (b) unless prohibited under applicable law, upon termination of the Services, at its option, either return or destroy the Personal Data (including all copies of it); (c) ensure that all persons authorized by Pietential to access the Personal Data on Pietential ’s behalf, are subject to obligations of confidentiality in accordance with confidentiality obligations set forth in the Terms; (d) remain fully liable to the Customer Representative or Subscriber for the failure of those persons authorized by Pietential to access the Personal Data on Pietential ’s behalf; and, (e) make available such information as may be necessary to demonstrate compliance with its obligations under Article 28 of the GDPR and will (at the Customer Representative’s cost and expense) contribute to and allow for appropriate reasonable audits.
The Trusted Parties currently engaged to process Personal Data on behalf of Pietential include the following: .
Security: Pietential limits its collection of Personal Data to only that which is relevant for purpose of providing the services under the Terms and retains Personal Data in a form that permits identification of data subjects (defined below) for no longer than is necessary to serve that purpose. Where no defined or legal retention period exists, the default standard retention period is six (6) years plus the year in which the record was created. Pietential shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, 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.
Data Subject Rights: Within the scope of Data Protection Laws, Customer Representatives located in the EEA, the UK, Canada, or Australia (“data subjects”) may have certain rights that they may exercise, based on jurisdiction, in relation to the processing of their Personal Data. Where applicable, these rights include: the right to access, correct, update, and delete that data subject’s Personal Data, to withdraw any consent to processing, to opt out of communications, to restrict processing of Personal Data, and to make any claim or complaint in relation to their rights under Data Protection Laws, Pietential shall respond to and offer reasonable assistance in responding to data subjects’ requests to exercise their data protection rights in accordance with applicable Data Protection Laws.
Cross Border Data Transfer Mechanisms : To the extent your access and use of the Pietential Platform requires an onward transfer mechanism to lawfully transfer personal data from a jurisdiction to Pietential outside of that jurisdiction, the terms set forth in this section will apply. In the event your access and use of the Pietential Platform is covered by more than one transfer mechanism, the transfer of Personal Data will be subject to a single transfer mechanism in accordance with the following order of precedence: (a) the applicable SCCs as set forth in this section; and, if not applicable, then (b) other applicable data transfer mechanisms permitted under Data Protection Laws.
EU Standard Contractual Clauses
a. Controller-to-Controller : Generally, and unless otherwise specifically identified in Appendix B (Controller to Processor) of this Addendum, all transfers of Personal Data from Subscriber to Pietential shall be deemed a controller-to-controller transfer and shall be made pursuant to Module 1 of the Standard Contractual Clauses adopted by the European Commission on June 4, 2021, as currently set out at in the Annex here(collectively, the “ Controller SCCs”).
b. Controller-to-Processor: Where Personal Data is transferred from Subscriber to Pietential on a controller-to-processor basis as specifically set forth in Appendix B (Controller to Processor) of this Addendum, the transfer shall be made pursuant to Module 2 of the Standard Contractual Clauses adopted by the European Commission on June 4, 2021, as currently set out in the Annex here (collectively, the “ Processor SCCs”).
The parties agree to observe the terms of the Processor SCCs without modification, except as to the following selections:
- In connection with Module 2, Option 2 of Clause 9(a) (Use of sub-processors) is selected and the applicable time period shall be 30 days.
- Clause 11(a) (Redress) does not select the Option.
- Clause 13(a): The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
- In Clause 14 (Local laws and practices affecting compliance with the Clauses), the provisions for Module 3 shall have no effect, and are hereby deemed deleted.
- In Clause 15 (Obligations of the data importer in case of access by public authorities), the provisions for Module 3 shall have no effect, and are hereby deemed deleted.
- In Clause 16 (Non-compliance with the Clauses and termination), the provisions for Module 4 shall have no effect, and are hereby deemed deleted.
- In Clause 18 (Choice of forum and jurisdiction), the selection in subclause (b) shall be Ireland .
In the event of inconsistencies between the provisions of the SCCs and this DPA or other agreements between the parties, the SCCs shall take precedence. The terms of the DPA shall not vary the SCCs in any way. The execution and delivery of this Addendum shall be deemed execution and delivery of the applicable SCCs. The governing law of any applicable SCCs shall be the Member State in which the Subscriber (as Data Exporter) is established, or, if applicable, the UK. Each of the parties’ signatures, authentications, or consents to the Terms shall be considered applicable to the DPA and SCCs as well. If so required by the laws or regulatory procedures of any jurisdiction, the parties shall execute or re-execute the SCCs as separate documents setting out the proposed transfers of Personal Data in such manner as may be required.
APPENDIX A (CONTROLLER-TO CONTROLLER)
A. LIST OF PARTIES
1. Name: …
Contact person’s name, position and contact details: …
Activities relevant to the data transferred under these Clauses: …
Signature and date: …
Role (controller/processor): …
1. Name: Pietential, LLC
Contact person’s name, position and contact details: …
Activities relevant to the data transferred under these Clauses: …
Signature and date: …
Role (controller/processor): …
Categories of data subjects whose personal data is transferred
Representatives of Data Exporter
Categories of personal data transferred
First and last name, email address, telephone number, mailing address, and other information necessary to identify an individual for purposes of assisting Pietential with providing use of the Pietential Platform
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Nature of the processing
Collection, recording, storage, backup and all other processing required for the functioning of the Data Importer's Pietential Platform and the provision of Data Importer's services to the Data Exporter
Purpose(s) of the data transfer and further processing
To enable Data Exporter's Use of the Data Importer's Pietential Platform and Pietential Services
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
The period will be for the duration of the services provided by Data Importer to Data Exporter and for any additional period necessary for Data Importer to maintain its backup data, to comply with legal requirements (including tax reporting purposes), and/or to assert or defend its legal rights in connection with Data Importer's business relationship with the Data Exporter
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
All processing required for collecting, handling, and otherwise processing personal data to enable Data Importer to provide the services and the platform to Data Exporter
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Measures of pseudonymisation and encryption of personal data
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing
Measures for user identification and authorisation
Measures for the protection of data during transmission
Measures for the protection of data during storage
Measures for ensuring physical security of locations at which personal data are processed
Measures for ensuring events logging
Measures for ensuring system configuration, including default configuration
Measures for internal IT and IT security governance and management
Measures for certification/assurance of processes and products
Measures for ensuring data minimisation
Measures for ensuring data quality
Measures for ensuring limited data retention
Measures for ensuring accountability
Measures for allowing data portability and ensuring erasure
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter
All (sub-) processors are required to provide measures at least as protective as the measures provided by the Data Importer
APPENDIX B (CONTROLLER TO PROCESSOR)
[If applicable, complete duplicate information from Appendix A for Controller-to-Processor transfers]