TERMS & CONDITIONS FOR USE OF ATTENDANCE ON DEMAND
SERVICES
These terms and conditions (“Agreement”) are made and entered into
between your organization (“Customer”), through its duly authorized
representative, and Attendance on Demand, Inc., located at 22300 Haggerty Road,
Northville, MI 48167 (“AOD”). This Agreement is binding between Customer and
AOD.
1.
SERVICES. Based on information and data supplied by or on
behalf of Customer and in consideration for: (a) the payment of all applicable
fees as set forth in an applicable ordering document (“Fees”) and (b) Customer’s
fulfillment of its other obligations under this Agreement, Customer may access
and utilize AOD’s hosted proprietary solution to perform various workforce
management functions, including, as applicable WorkSync® (“Services”). AOD, or
its designated provider, shall perform all reasonably necessary duties that are
consistent with the Services. Customer’s production use of the Services is
deemed as Customer’s acceptance of the implementation of the Services. AOD
reserves the right to reject any implementation that, in AOD’s sole discretion,
may be inconsistent with applicable laws or regulations. Customer acknowledges
and understands that certain functions and features available through the
Services are provided by third party service providers (“Third Party Providers”),
for which AOD has no responsibility. Some Third Party Providers require
Customer to agree to separate terms and conditions, to which AOD is not a
party, or require AOD to pass through certain terms and conditions, which may
be found following the “Miscellaneous” Section of this Agreement.
2.
CUSTOMER
RESPONSIBILITIES. In addition to paying
the Fees on a timely basis, Customer agrees at all times: (i) to ensure the
Services are implemented, configured, and used in a manner consistent with all
applicable international, federal, state and local laws and regulations; (ii)
that it is solely responsible for its use of the Services, which Customer is
using at its own risk; (iii) to have properly functioning Internet browser
software and an Internet connection with sufficient speed and available
bandwidth to support its use of the Services; (iv) that it represents and
warrants the accuracy and completeness of any information and data that it
provides in using the Services and that it will provide such information to AOD
in a timely manner in order to prevent delays in implementation or
reconfiguration of the Services; (v) that Customer is solely responsible for
backing up any data or information uploaded to or made available to Customer
through the Services (including, without limitation, any information required
for Customer to complete its payroll and other processes in the event the
Services are unavailable); (vi) that Customer is responsible for utilizing a
properly complex password in accordance with best security practices, (vii)
that anyone having access to Customer’s user identification and password can
gain access to the Services and that Customer is solely responsible for
protecting such access as well as for any activity undertaken through such access;
(viii) that Customer is solely responsible for any loss of information, data,
programs, breaches of security, viruses and disabling or harmful devices that
Customer may download or otherwise experience as a result of Customer’s use of
the Services and (ix) to return leased equipment in the same condition the
equipment was in when it was leased, reasonable wear and tear excepted;
Customer is responsible for replacement of leased equipment that is damaged,
lost or stolen. To the extent AOD is implementing the Services for Customer,
Customer agrees to follow any recommendations, or best practices suggested by
AOD in connection with such implementation. For clarification, AOD has
no responsibility for Customer’s configuration or use of the Services, including,
without limitation, failures to comply with applicable international, federal,
state and/or local laws and regulations based on AOD’s implementation of the
Services pursuant to Customer’s requests or requirements.
3.
DATA. If the Services provided to Customer utilize any
third-party payroll or other service providers with which AOD has established a
data sharing tool or relationship (each, a “Service Provider”), Customer
acknowledges and agrees that AOD may obtain and use Customer’s information and
data from such Service Providers for purposes of the Services. Customer further
agrees that AOD may disclose Customer’s information and data with such Service
Providers for purposes of payroll or other services. Customer remains
responsible for the accuracy and completeness of all of Customer’s information
and data provided to or obtained by AOD. Customer acknowledges and agrees to
AOD’s Privacy Policy http://attendanceondemand.com/privacy-policy.html which is incorporated by this
reference. Except to the extent required for Customer to comply with
applicable laws (e.g. to file required reports using
the VisualACA module), AOD strongly discourages Customer from
inputting any Social Security Numbers, government identification numbers,
consumer financial information, health information, or other information that
may be considered “sensitive” under applicable laws (“Sensitive Data”) into the
Services. To the maximum extent permitted by law, if Customer elects
to input Sensitive Data into the Services or otherwise provide Sensitive Data
to AOD, Customer shall be fully responsible for such Sensitive Data, and shall
indemnify, defend, and hold AOD and its affiliates harmless from any claims
related to AOD’s access or use of the Sensitive Data, including any
unauthorized access or disclosure of the Sensitive Data while in AOD’s
possession or control. See Section 16 for additional information relating to
AOD compliance with applicable privacy laws.
4.
TERM & TERMINATION. This Agreement is effective on the date that AOD accepts
an order from Customer and shall remain in effect for a period of thirty (30)
days or a different term (up to two years) set forth in the order form.
Thereafter, this Agreement will automatically renew each calendar month unless
one party gives the other party thirty (30) days written notice of its intent
to terminate this Agreement.
At any time,
a party may terminate for cause upon written notice in the event of: (a) the
other party’s material breach of this Agreement or (b) the bankruptcy or
insolvency of the other party.
5.
OWNERSHIP. Customer agrees that technology underlying the Services
is the exclusive property of AOD or its licensor and there is no intention to
convey any rights or licenses to Customer. All right, title and interest in and
to any copyright, trademark, service mark, trade secret, and any other
proprietary right relating to the Services and the related logos, product
names, etc. are reserved by AOD. Customer is granted a limited, non-exclusive,
non-transferable, non-sublicensable, revocable right to access and use the
Services solely for the authorized uses described above. Customer shall do
nothing to infringe, impeach or lessen the validity of the Services.
6.
LIMITED WARRANTIES. Each party represents and warrants that it is duly
authorized to enter into this Agreement. AOD warrants that it will use
reasonable care and skill to perform the Services. AOD, ITS LICENSOR AND ANY
OTHER PARTY PROVIDING THE SERVICES MAKE NO OTHER WARRANTY TO CUSTOMER IN
CONNECTION WITH THIS AGREEMENT AND SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICES SERVE TO ENSURE CUSTOMER’S
COMPLIANCE WITH THE AFFORDABLE CARE ACT OR ANY OTHER LEGAL OBLIGATION OR STATE
OR FEDERAL LAW OR REGULATION OR THAT THE SERVICES WILL BE UNINTERRUPTED OR
ERROR-FREE. CUSTOMER UNDERSTANDS AND AGREES THAT ALL FUNCTIONS PERFORMED AT OR
GENERATED THROUGH THE SERVICES ARE ENTIRELY AT CUSTOMER’S OWN RISK AND THAT AOD
DOES NOT MONITOR OR EXERCISE CONTROL OVER THE CONTENT OR THE INFORMATION
TRANSMITTED THROUGH ITS SYSTEM. THE SERVICES SHOULD NOT BE RELIED UPON AS THE
SOLE BASIS FOR EMPLOYMENT-RELATED DECISIONS.
7.
INDEMNIFICATION. If a third party claims or threatens a claim that the
material AOD uses in connection with providing services to Customer infringe on
that party’s patent, trademark, copyright or trade secret, then AOD will
indemnify, defend and hold harmless the Customer and its respective employees,
officers, agents and directors against such claim or threatened claim at AOD’s
expense and will pay all costs, damages and reasonable attorney’s fees that a
court of competent jurisdiction awards in connection with that claim (or which
AOD agrees is a final settlement).
If a third
party claims or threatens a claim that: (a) the Services and/or Customer’s use
thereof violated any international, federal, state or local regulation or law
(including, without limitation, any laws regarding employee consents for
biometric information or other requirements regarding the processing of
personal information), (b) Customer or its personnel or others acting under
Customer’s control have acted with gross negligence or willful misconduct, (c)
Customer or its personnel or others acting under Customer’s control has
infringed on third party’s patent or copyright, or (d) arises out of any
violation of Customer’s obligations under this Agreement or other agreements
between Customer and AOD and/or any third party related to the Services, then
Customer will indemnify, defend and hold harmless AOD, AOD’s licensor and any
other party providing the Services and their respective employees, officers,
agents and directors against such claim or threatened claim at Customer’s
expense and will pay all costs, damages and reasonable attorney’s fees that a
court of competent jurisdiction awards in connection with that claim (or which
Customer agrees is a final settlement). The indemnification obligations above
are subject to the indemnified parties: (1) promptly notifying the indemnifying
party of the claim or threatened claim; (2) permitting the indemnifying party
to control and cooperates with the indemnifying party in the defense of any
claim and related settlement negotiations; and (3) obtaining the consent of the
indemnifying party prior to incurring any cost, damage or attorney fee for
which it will seek reimbursement from the indemnifying party.
8.
LIMITATIONS OF
LIABILITY. AOD, AOD’s LICENSOR AND
ANY OTHER PARTY INVOLVED IN PROVIDING THE SERVICES SHALL NOT BE LIABLE FOR ANY
DAMAGE, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM
CUSTOMER’S ACCESSING OR USE OF THE SERVICES OR ARISING FROM OR RELATING TO ANY
TERM OF THIS AGREEMENT REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT,
CONTRACT, OR OTHERWISE. IN NO EVENT, INCLUDING, WITHOUT LIMITATION, FAULT OR
NEGLIGENT ACTS, SHALL AOD, AOD’s LICENSOR OR ANY OTHER PARTY INVOLVED IN
PROVIDING THE SERVICES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION,
LOSS OF PROFITS, LOSS, DAMAGE, OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK
STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, INABILITY TO USE THE SERVICES,
REGARDLESS OF WHETHER AOD, AOD’s LICENSOR OR ANY OTHER PARTY INVOLVED IN
PROVIDING THE SERVICES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO
CUSTOMER. CIRCUMSTANCES MAY ARISE WHERE, BECAUSE OF A DEFAULT BY AOD, CUSTOMER
IS ENTITLED TO RECOVER DAMAGES FROM AOD. REGARDLESS OF THE BASIS ON WHICH
CUSTOMER IS ENTITLED TO CLAIM DAMAGES FROM AOD, WHETHER UNDER CONTRACT LAW,
TORT LAW OR EQUITY, AOD SHALL BE LIABLE FOR PAYMENT OF THE LESSER OF (A) THE
AMOUNT OF ANY ACTUAL DIRECT DAMAGE; OR (B) $10,000.
9.
GOVERNING LAW AND
JURISDICTION. Any dispute which may
arise between Customer and AOD concerning this Agreement shall be governed by
the laws of the state of Michigan (without reference to its conflict of law
provisions) and determined by the U.S. District Court for the Eastern District
of Michigan or the state courts of Wayne County, Michigan and the parties hereby
submit to the exclusive jurisdiction of such courts. Any cause of action
Customer may have with respect to Customer’s use of the Services must be
commenced within one (1) year after the claim or cause of action arises. The
prevailing party (whether at trial or on appeal) shall be entitled, in addition
to such other relief as may be granted, to be reimbursed by the losing party
for all costs and expenses incurred thereby, including, but not limited to all
reasonable attorney fees and costs actually incurred for the services rendered
to the prevailing party.
10. MISCELLANEOUS. This
Agreement may be modified by AOD from time to time and Company’s continued use
of the Services constitutes its acceptance of the updated terms. Customer is
encouraged to periodically review our posted terms. No third parties other than
AOD (including, without limitation, AOD’s channel partners or other agents)
have the authority to modify this Agreement in any manner. Except as
otherwise provided in this Agreement, Customer may not transfer or assign this
Agreement or any rights under it without the prior written consent of AOD. If
any provision of this Agreement or its application is held to be invalid, void,
or illegal, that provision shall be severed and the remainder of this Agreement
shall remain in full force and effect. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs,
representatives, successors and permitted assigns. The rights, remedies and
limitations applicable to AOD under this Agreement also extend to AOD’s agents
and representatives, who are intended beneficiaries of this Agreement; there
are no other intended third party beneficiaries of this Agreement. The waiver
by either party of the breach of any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any subsequent breach.
This Agreement contains the entire understanding between the parties pertaining
to the Services and supersedes and replaces all prior and contemporaneous
agreements between the parties and/or their representatives pertaining to the
Services. The terms of this Agreement shall prevail over any other conflicting
terms applicable to the Services. This Agreement and/or the Services
may include links to third party websites, products, or services, and AOD is
not responsible for, and does not necessarily endorse, such websites, products,
or services. AOD shall not be in default or otherwise liable for any
delay in or the failure of its performance under this Agreement if such delay
or failure arises from causes or events beyond its reasonable control and
without its fault or negligence, and which could not have been prevented by
reasonable diligence by AOD. Any notice required by the Agreement
must be made in writing and will be effectively given if addressed to the other
party as provided herein and sent by certified or registered mail, postage
prepaid with return receipt requested, or shipped prepaid by a recognized
overnight courier service, or delivered in person to such
party. Notices will be effective upon the earlier of (a) 3 business
days of the date such notices are sent, or (b) the date actual receipt of the
notices can be demonstrated. Notices to Customer shall be addressed
to the contact information for Customer on file with AOD. Notices to
AOD shall be addressed to Attendance on Demand, 22300 Haggerty Rd., Northville,
MI 48167, Attn: Risk Manager. Either party may change its
address for notices by giving written notice as required by this section. Whenever
signatures are required, the parties consent to the use of electronic
signatures.
11. The following additional terms apply to Customer’s use of
Text and Voice Notification functionality (“Text Service”): Customer is solely responsible for: (a) the accuracy of
information, including without limitation, phone numbers used for messaging
through the Text Service, (b) obtaining appropriate consents in order to send
messages, including text messages, through the Text Service and (c) otherwise
complying with applicable federal state and local laws when using the Text
Service. Customer further acknowledges and agrees that its use of the Text
Service includes services from a third party service provider, Twilio,
Inc., and Customer agrees that its use of the Text Service is subject
to Twilio Terms of Services located at https://www.twilio.com/legal/tos and further agrees that AOD is not in any way
responsible for services provided by such third party or any liabilities
resulting from such services.
12.
The following
additional terms apply to Customer’s use of
the VisualACA functionality (“VACA”): AOD grants Customer non-exclusive, non-transferable,
limited, personal access to use VACA during the Term. AOD represents and
warrants the accuracy of VACA’s formula that populates files and generates
forms, specifically excluding any inaccuracies or errors based on Customer
inputting incorrect or incomplete information or data. Customer understands
that AOD will not audit or otherwise verify any information or data provided by
Customer. Customer is solely responsible for all information and data inputted
and for all decisions by Customer not to input information or data into VACA.
Notwithstanding anything to the contrary in the Customer Agreement, AOD
acknowledges that data provided by Customer in connection with the use of VACA
may include Personal Data that AOD shall treat as Customer’s Confidential
Information.
AOD AND ANY OTHER PARTY
PROVIDING SERVICES MAKE NO OTHER WARRANTY TO CUSTOMER IN CONNECTION WITH VACA
AND SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT VACA WILL BE UNINTERRUPTED
OR ERROR-FREE. AOD DISCLAIMS ANY AND ALL REPRESENTATIONS, IMPLIED OR EXPRESSED,
THAT VACA SERVES TO ENSURE CUSTOMER’S COMPLIANCE WITH THE AFFORDABLE CARE ACT
OR ANY OTHER LEGAL OBLIGATION OR STATE OR FEDERAL LAW OR REGULATION.
NEITHER AOD NOR ANY OTHER
PARTY PROVIDING SERVICES HAVE ANY RESPONSIBILITY FOR CUSTOMER’S FAILURE TO
ENTER ALL REQUIRED INFORMATION ACCURATELY, THE OMISSION OR INCORRECT INCLUSION
OF INFORMATION OR DATA OR TIMELY SUBMISSION OF FORMS. NO PART OF VACA SHOULD BE
RELIED UPON AS LEGAL ADVICE OR OTHER PROFESSIONAL ASSISTANCE RELATED TO ANY
PARTICULAR SITUATION, ISSUE OR CIRCUMSTANCE INVOLVING THE AFFORDABLE CARE ACT.
CUSTOMER EXPRESSLY ASSUMES RESPONSIBILITY FOR SELECTING VACA AND FOR THE
RESULTS OBTAINED FROM CUSTOMER’S USE OF VACA.
Customer acknowledges and
agrees to the Business Associate Agreement located at http://www.attendanceondemand.com/terms/BAA-online-version.html that is incorporated by this
reference. Customer further acknowledges that Nelco Solutions or
another filing service, as applicable (“Filing Service”), may have additional
terms that will apply between Customer and Filing Service.
13. The following terms apply to Customers who connect
with PointClickCare through the established integration with AOD
(“Active Facilities”):
a)
This Agreement is
between AOD and Customer, and not PointClickCare and Customer;
b)
PointClickCare is
not responsible for providing the Services, content contained within the
Services, any related support or maintenance to Customer, or any changes that
AOD makes to the Customer’s database; and
c)
AOD,
not PointClickCare, is solely responsible for complying with any of Active
Facility’s reasonable and required audit requests, including
with respect to logging, reporting of statistics, and third-party security assessments.
14. The following terms apply to Customers who utilize GT
clocks and the associated software and software as a service functionality (“GT
Services”) made available through AOD’s licensor, Grosvenor Technology, LLC
and/or its affiliate(s) (“Grosvenor”):
a)
Customer and its
employees, personnel, and other persons that Customer permits to utilize the GT
Services (collectively, “Users”) may not use the GT Services for any
reason except as part of their permitted use of AOD’s Services, and all usage
limitations regarding AOD’s Services in the Agreement shall also apply to
the GT Services. Without limiting the foregoing, Customer and
its Users shall not:
1.
modify, translate,
reverse engineer, decompile, disassemble, translate, create derivative works
based on the GT Services, or otherwise attempt to derive or obtain the source
code, the underlying ideas, algorithms, structure or organization of the GT
Services except to the extent that enforcement of the foregoing restriction is
prohibited by applicable law;
2.
circumvent any user
limits or other timing, use or functionality restrictions built into the GT
Services;
3.
remove any proprietary
notices, labels, or marks from the GT Services;
4.
frame or mirror any
content forming part of the GT Services or any related software;
5.
access the GT Services
in order to build a competitive product or service, or copy any ideas,
features, functions or graphics of the GT Services;
6.
assign, sublicense,
transfer, lease, rent or distribute any of its rights in the GT Services or
related software or documentation; or
7.
otherwise copy or
duplicate the GT Services or any related software or documentation.
b) NEITHER AOD NOR
GROSVENOR SHALL BE LIABLE TO CUSTOMER FOR ANY (1) INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION,
LOSS OF PROFITS, LOSS, DAMAGE OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK
STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, INABILITY TO USE THE GT SERVICES,
REGARDLESS OF WHETHER AOD, GROSVENOR, OR ANY OTHER PARTY INVOLVED IN PROVIDING
THE GT SERVICES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES;
or (2) DIRECT DAMAGES IN EXCESS OF THE LICENSE FEES PAID BY CUSTOMER FOR THE
USE OF THE GT SERVICES DURING THE PRIOR 12 MONTHS.
c) Customer shall ensure its
Users agree to any consent forms required or recommended by AOD regarding the
collection, storage, and use of biometric information, provided that Customer
shall remain solely responsible for any violations of applicable laws in
connection with its use of the GT Services, including laws regarding the
collection, storage, and use of biometric information, in connection with
Customer’s use of the GT Services.
b)
Grosvenor is an
intended third party beneficiary of the provisions of this Section 14, and may
enforce such provisions against Customer directly, in its discretion.
15. The following terms apply to Customers
who access the Services through the ADP Marketplace:
a)
This Agreement is
between AOD and Customer.
b)
AOD, and not ADP or
its vendors, is solely responsible for providing, maintaining,
supporting and updating the Services and any associated services. AOD
shall provide product support for the Services. Customer may access
support via the following means: The AOD Product Support
team can be reached by email or phone from the business hours of 8:30am to
7pm, Monday through Friday, Eastern daylight time. Email: support@attendanceondemand.com Phone: 855.755.4263 (Option #1) If applicable,
tickets will be logged through Jira Service Desk. Case status and activity can
be viewed for each case logged and will be visible from the email address
provided at the time of case submission.
c)
AOD HEREBY
DISCLAIMS ON BEHALF OF ADP AND APPDIRECT ANY EXPRESS, IMPLIED OR STATUTORY
REPRESENTATIONS OR WARRANTIES, AND ALL OTHER WARRANTIES, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A
PARTICULAR PURPOSE.
d)
Customer’s and
its end users’ sole and exclusive remedies shall be against AOD. ADP and
AppDirect shall have no liability or obligation to Customers or its end
users.
e)
Customers and its end
users will not (i) decompile or reverse engineer the ADP Marketplace or take
any other action to discover the source code or underlying ideas or
algorithm of any components thereof, (ii) copy the ADP Marketplace, (iii)
post, publish or create derivative works based on the ADP Marketplace, or
(iv) remove any copyright notice, trade or service marks, brand names and the
like rom the ADP Marketplace or related documentation.
f)
ADP
and AppDirect are third party beneficiaries of the above described
terms and each are entitled to enforce such terms as if they each
were a party to this agreement.
g)
Subject to the
remainder of this subsection g, AOD shall indemnify, defend and hold
harmless Customer and its employees from and against any and all suits,
actions, damages, costs, losses, expenses (including reasonable
outside attorneys' fees) and other liabilities (each, a "Claim")
arising from or in connection with allegations that the Services violate
or infringe any intellectual property right of a third party, invades or
infringes any right of privacy, or right of publicity, of any person or
entity. AOD shall, at its sole expense, conduct the defense of any
such Claim and all negotiations for its settlement or compromise;
provided, however, that: (a) no settlement or compromise of such a Claim
shall be entered into or agreed to without Customer's prior approval (not
to be unreasonably withheld or delayed): and (b) Customer shall have the right
to participate, at its own expense, in the defense and/or settlement of
any such Claim to the extent necessary to protect its own interests.
16. The following terms apply to information subject to privacy
laws.
a)
The following
definitions shall apply to this Section 16.
1.
“Contracted Business
Purposes” means workforce management services as
described on our website (https://www.attendanceondemand.com/).
2.
“Personal Information”
means any data from which an individual can be or is reasonable expected to be
identifiable.
3.
“Privacy Laws” means
any law, regulation, rule or other binding authority promulgated by a
governmental entity designed or actually applicable to Personal Information.
Privacy Laws include, without limitation, the California Consumer Privacy Act
of 2018 (“CCPA”), as amended and any regulations, guidance or authority
promulgated thereunder.
b)
AOD Obligations
1.
AOD will only collect,
use, retain, or disclose Personal Information for the Contracted Business
Purposes for which Customer provides or permits Personal Information access as
described in the Agreement.
2.
AOD will not collect,
use, retain, disclose, or otherwise make Personal Information available for
AOD’s own commercial purposes or in a way that does not comply with Privacy
Laws. If applicable law requires AOD to disclose Personal Information for a
purpose other than the Contracted Business Purpose, AOD must first inform the
Customer of the legal requirement and give the Customer an opportunity to
object or challenge the requirement, unless the law prohibits such notice.
3.
AOD does not require
and will limit Personal Information collection, use, retention, and disclosure
to activities reasonably necessary and proportionate to achieve the Contracted
Business Purposes.
4.
AOD must promptly
comply with any Customer request or instruction requiring AOD to provide,
amend, transfer, or delete the Personal Information, or to stop, mitigate, or
remedy any unauthorized processing.
5.
AOD will maintain a
public-facing and readily accessible privacy policy that provides the
information and notice required by Privacy Laws. If the Contracted Business
Purposes require additional notification because of the collection of certain
types of Personal Information, AOD will provide such notice at or before
collection of Personal Information.
6.
AOD shall not attempt
to or actually re-identify any Personal Information that has been aggregated,
deidentified, or anonymized.
7.
For additional
information regarding the types of Personal Information collected by AOD and
how Personal Information is use, stored, and transferred, see our Privacy Policy.
c)
Assistance with AOD
Customer’s Privacy Laws Obligations. AOD shall reasonably cooperate and assist
Customer with meeting Customer’s Privacy Laws compliance obligations, including
providing Customer notice of any requests by an individual to exercise rights
available under Privacy Laws. AOD may use subcontractors to provide the
Contracted Business Services, if the subcontractor used qualifies and otherwise
permitted to be a service provider under Privacy Laws.
Last Updated: December 23, 2022