iTranslate Enterprise for Teams Agreement
Last updated: September 6th, 2022
These terms and conditions (the “Agreement”) are a binding legal agreement between Customer and iTranslate and govern Customer’s access to and use of the Enterprise for Teams Services (“Teams”). By using the Teams Services in any manner, Customer is bound by this Agreement. If Customer does not agree to the Terms, then the Teams Services should not be accessed and used. If Customer is accepting these Terms on behalf of a company, organization, government or other legal entity, Customer represents and warrants that (i) Customer is authorized to do so, (ii) the entity agrees to be legally bound by the Terms, and (iii) neither Customer nor the entity are barred from using the Teams Services or accepting the Terms under the laws of the applicable jurisdiction.
The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.
- “Affiliate” means, with respect to any entity, any other entity who, directly or indirectly, through one or more intermediaries, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
- “Applicable Law” means any applicable federal, state, county, and local law, ordinance, regulation, rule, code, and order.
- “Authorized User(s)” means an individual who has been authorized by Customer to access and use the Teams Services.
- “Customer” means in the case of an individual accepting this Agreement on his/her own behalf, such individual, or in the case of an individual accepting this Agreement, on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement and which is listed on an Order.
- “Customer Data” means all data or information shared by Customer and Authorized Users with iTranslate in order to access and administer the Teams Services portal.
- “Documentation” means the user guides and user manuals for the Teams Services that iTranslate provides to Customer and its Authorized Users, if any.
- “Order” means a separate iTranslate Teams Order Form or online order form. The terms of an Order will reference these Terms and include further information as mutually agreed to be iTranslate and Customer. To the extent there is a conflict, the terms of an Order shall prevail.
- “Teams Services” means the iTranslate Teams Website and other related services provided by iTranslate which offers Authorized Users the ability to purchase multiple licenses, the ability to add and remove accounts, and the ability to have administrative access for the accounts for the purposes of downloading and using the iTranslate app and its associated functionalities.
- “Teams Website” means any internet website through which iTranslate provides the Teams Services under these Terms.
- “Subscription” means a subscription to the Teams Services purchased by Customer.
- “Subscription Period” means the period from when the Order commences until the expiration date set forth in an Order.
- “Terms” means this Agreement as well as the Incorporated Terms.
- “Third-Party Platforms” means third-party mobile platforms (e.g. Apple App Store, Google Play Store) that distribute the Teams Services. Third-Party Platforms may have additional terms, conditions and usage rules that govern Customer’s and its Authorized Users’ use of the Teams Services if and when downloaded or installed through them. Failure to comply with Third-Party Platform terms may result in the termination of Customer’s account with the Third-Party Platform.
- “Update(s)” means any and all new releases, new versions, patches and other updates for the Teams Services that iTranslate makes generally available without additional charges.
USE OF THE TEAMS SERVICES
iTranslate will provide Customer and its Authorized Users with access to the Teams Services and any Updates. Customer and its Authorized Users and be responsible for obtaining internet connections and other third-party software and services necessary to access the Teams Services. iTranslate will undertake commercially reasonable efforts to make the Teams Services available to Customer and its Authorized Users at all times in accordance with the Terms of this Agreement. Notwithstanding the foregoing, iTranslate reserves the right to suspend Customer’s and its Authorized Users’ access to the Teams Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement.
Customer acknowledge that any Fees set forth in an applicable Order are due irrespective of whether or not Customer and its Authorized Users utilize the Teams Services.
License. iTranslate grants Customer, during the Subscription Period, a personal, non-exclusive, non-transferable, non-sublicensable (except as expressly set forth below), royalty-free, revocable (at iTranslate‘s sole discretion) license to access and use the Teams Services in accordance with the Terms and solely for Customer’s business purposes. Customer may grant access to the Teams Services under the foregoing license only to users for the sole purpose of accessing the Teams Services for the internal business purpose of Customer. Customer will be responsible to iTranslate for compliance with restrictions on use and other Terms of this Agreement by any Authorized User.
Registration. Customer shall be responsible for setting up Authorized Users to access the Teams Services. Authorized Users shall receive an email with instructions to set up Subscriptions, which will include an unique link for redemption to utilize the Teams Service. Authorized Users will be asked to create an account with a username, password, email address and perhaps certain additional information that will assist in authenticating an Authorized User’s identity during login (together “Account Credentials”). Authorized Users are solely responsible for the confidentiality and use of their Account Credentials. Customer shall be responsible for any use, misuse, or communications entered through the Teams Services using one or more Authorized Users’ accounts. Customer agrees to inform iTranslate promptly of any need to deactivate an Authorized User’s account. iTranslate shall not be liable for any loss or damage caused by unauthorized use of an Authorized User’s accounts. iTranslate may immediately suspend such an account and will notify Customer of such suspension.
Distribution. Customer is responsible for keeping an accurate record of all individuals to whom it distributes the Teams Services. iTranslate shall not be liable for any loss and/or damage resulting from Customer’s failure to comply with this section.
Use Restrictions. Customer will not (and will not permit Authorized Users or any third-party to):
- share Account Credentials;
- reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the Teams Services or of any files contained in or generated by the Teams Services;
- copy, modify, adapt or translate the Teams Services or otherwise make any use, resell, distribute or sublicense the Teams Services other than in connection with this Agreement;
- make the Teams Services available on a “service bureau” basis or allow any third-parties (other than Authorized Users) to use the Teams Services subject to the Agreement;
- remove or modify any proprietary marking or restrictive legends placed on the Teams Services;
- use the Teams Services in violation of any Applicable Law; or
- use of the Teams Services in violation of iTranslate’s Terms of Service.
Title. As between iTranslate and Customer, iTranslate retains all title to and ownership of the Teams Services and the Documentation, including all copyrights and other intellectual property rights relating thereto. Customer will have no rights with respect to the Teams Services or the Documentation other than those expressly granted under this Agreement.
Customer Data. As between iTranslate and Customer, Customer owns and shall retain all right, title, and interest in, including without limitation, all intellectual property rights, in and to the Customer Data. Customer shall have the sole responsibility for the accuracy, quality and legality of the Customer Data. Customer hereby grants to iTranslate an irrevocable, worldwide, royalty-free, non-exclusive, transferable, sublicensable license to use the Customer Data for the sole purpose of providing the Teams Services to Customer or as otherwise agreed by iTranslate and Customer and its Authorized Users.
Protection of Customer Data. Customer will ensure the transfer and processing of Customer Data is lawful and shall bear sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. iTranslate will maintain reasonable administrative, physical, and technical safeguards to prevent unauthorized access, use, modification, deletion and disclosure of Customer Data by iTranslate personnel. iTranslate is the processor of Customer Data required to administer Authorised Users’ access to Teams and such processing is subject to the Data Processing Addendum to this Agreement.
Third-Party Platforms. Accessing or downloading the Teams Services may require you to connect to a Third-Party Platform. These Third-Party Platforms are independent from us. Any terms and conditions that you agree to in order to access or use the Third-Party Platforms are between Customer, its Authorized Users and the Third-Party Platform.
Customer acknowledges and agrees that:
- this Agreement is concluded between Customer and iTranslate only, and not the Third-Party Platforms,
- iTranslate, not the Third-Party Platforms, is solely responsible for the Teams Services and content thereof. Customer’s and its Authorized Users’ use of Third-Party Platforms must comply with the Third-Party Platforms’ terms of service.
- Third-Party Platforms have no obligation whatsoever to furnish any maintenance and support services with respect to the Teams Services.
- as between iTranslate and the Third-Party Platforms, the Third-Party Platforms are not responsible for addressing any claims Customer and its Authorized Users may have or any claims of any third-party relating to the Third-Party Platforms or Customer’s and its Authorized Users’ possession and use of the Teams Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Teams Services fail to conform to any applicable legal and regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- in the event of any third-party claim that the Teams Services or Customer’s and its Authorized Users’ possession and use of the Teams Services infringes a third-party’s intellectual property rights, as between iTranslate and the Third-Party Platforms, iTranslate, not the Third-Party Platforms, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
- that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.
- the Third-Party Platforms and their subsidiaries, are third-party beneficiaries of this Agreement as related to Customer’s license of the Teams Services, and that, upon Customer’s execution of this Agreement and any applicable Order, the Third-Party Platforms will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to Customer’s license of the Teams Services against Customer as a third-party beneficiary thereof.
- without limiting any other terms of this Agreement, Customer and its Authorized Users will comply with all applicable Third-Party Platform terms of service when installing and downloading the Teams Services from a Third-Party Platform.
Fees. Customer will pay iTranslate any fees for Subscriptions as set forth in an applicable Order (the “Fees”). Subscriptions may be added during the Subscription Period at the same pricing as the underlying Subscription pricing, prorated for the portion of that Subscription Period remaining at the time the subscriptions are added. Any Subscriptions will terminate on the same date as the underlying Subscriptions set forth in an Order.
Payment. Unless otherwise stated in the respective Order, payment is due within thirty (30) days of Customer’s receipt of the invoice and fees shall be payable in U.S. dollars. iTranslate reserves the right to require payment for the Teams Services prior to delivery.
Overdue Payments. Overdue payments will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowable interest under Applicable Law, from due date until paid.
Taxes. All fees stated or referred to in an Order are exclusive of any applicable taxes or charges (including any excise, sales, use or other transaction-base tax, or value added or non-resident withholding tax) which shall be assessed and invoiced separately. To the extent Customer is subject to any state sales tax exemption(s), Customer shall provide iTranslate with all necessary sales tax exemption documentation and take all such other actions as may be necessary to cause the purchase of the Teams Services to not give rise to sales tax liability. Unless an appropriate exemption certificate is provided to iTranslate upon execution of an Order, Customer may be charged and invoiced sales taxes, as applicable.
Returns and Refunds. Payments are non-refundable. There are no refunds or credits for partially used periods.
TERM, TERMINATION, SURVIVAL
Term. Subscriptions are purchased for the term stated in an applicable Order (the “Initial Term”), unless earlier terminated by iTranslate. Unless otherwise stated in an Order (i) all Subscriptions automatically renew for additional one (1) year periods (each a “Renewal Term”). Either party can give the other notice of non-renewal (confirming email shall suffice) at least sixty (60) days before the end of a Subscription Period to stop an Order from automatically renewing.
Termination. iTranslate may immediately terminate any Authorized User’s account if in iTranslate’s sole discretion, it determines that Customer and its Authorized Users are using the Teams Services in violation of any Applicable Law or the rights of any third-party. iTranslate will have no liability to Customer, its Authorized Users or any third-party because of such termination. In the event of a material breach by a party, the other party may terminate this Agreement by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach before the expiration of such thirty (30) day period.
Effect of Termination. In the event of any termination or expiration of this Agreement: (i) all rights and licenses granted hereunder to Customer (as well as all rights granted to its Authorized Users) will immediately cease, including but not limited to all use of the Teams Services and Documentation; and (ii) each party will either, at its election, return to the other party or destroy all documents, computer files and other materials containing any confidential information of such other party that are in the first party’s possession or control.
Survival. All obligations under these Terms which are expressed, or by their nature are intended, to survive beyond the termination or expiration of an Order shall survive the termination or expiration of any such Order or the Terms.
Other than expressly stated herein or as required by law, the Teams Services are provided “as is” and “as available” without any warranty whatsoever, including, without limitation, any (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; or (iii) warranty against infringement of intellectual property rights of a third party; whether implied by law, course of dealing, court of performance, usage of trade, or otherwise.
Without limiting the foregoing, iTranslate expressly disclaims, and Customer acknowledges that the Teams Services are not guaranteed to be exact, complete, or accurate. The Teams Services are provided for informational purposes only and should not be relied upon for decisions that could result in harm to Customer, its Authorized Users or third-parties. Customer and its Authorized Users are solely responsible for relying upon the information received from our products or services.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply.
Notice. Unless otherwise specified herein, all notices and other communications between Customer and iTranslate required or permitted by these Terms or by applicable law, will be deemed properly given, if given by (i) personal service, (ii) registered or certified mail, postage prepaid, return receipt requested, or (iii) nationally recognized private courier service, to the respective addresses Customer and/or iTranslate may designate from time to time. Notices so given will be effective upon receipt by the party to which notice is given or on the fifth (5th) business day following mailing, whichever occurs first.
Updates to the Terms. iTranslate reserves the right, at its sole discretion, to modify these Terms at any time. Customer is responsible for checking these Terms for any changes. Customer’s continued use of the Teams Services after iTranslate posts any modification means that the Terms have been agreed to, as modified. If Customer does not agree to any such changes, use of the Teams Services must cease immediately.
Entire Agreement. This Agreement along with any other terms incorporated by reference contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions and neither party has relied upon any representation, express or implied, not contained in this Agreement.
DATA PROCESSING ADDENDUM
1. Roles of Parties
- Where iTranslate processes Personal Data on behalf of Customer and pursuant to Customer’s instructions in respect of the provision of the Teams Services, iTranslate is acting as a processor, and Customer is acting as a controller of Personal Data. It is not intended that personal data will be shared on a controller-to-controller basis or that a joint controllership relationship will be formed between Customer and iTranslate.
- The subject matter, duration, nature of processing, purpose of processing, type of personal data and categories of data subjects are set out in the “Details of Processing” section of this Addendum.
1. For the purposes of this Addendum:
- “Agreement” means the iTranslate Enterprise for Teams Agreement entered into between the parties for the provision of the Teams Services;
- “Applicable Data Protection law” means the GDPR and any other privacy law (as may vary or be amended from time to time) which may apply to the terms of this Agreement;
- “CCPA” means the California Consumer Privacy Act of 2018, as amended, and any regulations promulgated thereunder, and “business,” “business purposes,” “commercial purposes,” “collect,” “consumer,” “personal information,” “sell,” “service provider,” and “share” shall have the same meaning as in the CCPA;
- “controller”, “processor”, “data subject”, “personal data”, “processing”, and “personal data breach” shall have the meanings as given to those terms in the GDPR;
- “Data Protection Losses” means all liabilities, including all: (i) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage); and (ii) to the extent permitted by applicable laws: (1) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a relevant data protection authority; (2) compensation which is ordered by a relevant data protection authority to be paid to a data subject; and (3) the reasonable costs of compliance with investigations by a relevant data protection authority;
- “Personal Data” means personal data controlled by Customer and processed by iTranslate on behalf of Customer relating to the provision of the Teams Services by iTranslate to the Customer. The type of personal data and categories of data subjects are set out in the “Details of Processing” section of this Addendum;
- “EEA” means the European Economic Area;
- “GDPR” means EU General Data Protection Regulation 2016/679;
- “Teams Services” means the provision by iTranslate of certain services specified in the Agreement; and
- “Standard Contractual Clauses” means the model contractual clauses approved by the European Commission in order to allow for the transfer of personal data outside the EEA pursuant to Chapter V of the GDPR, and as may be amended, updated or superseded from time to time.
2. The word “include” shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.
3. Controller Responsibilities
1. Where it is acting as controller under this Agreement, Customer agrees and warrants that:
- all Personal Data, prior to such data being provided to or accessed by iTranslate in respect of the Teams Services, shall comply in all respects, including in terms of its collection, storage and processing (which shall include the Customer providing all of the required fair processing information to, and obtaining all necessary consents from, data subjects), with Applicable Data Protection Law;
- all instructions given by Customer to iTranslate in respect of Personal Data shall at all times be in accordance with Applicable Data Protection Law;
- it will respond to enquiries from data subjects and relevant data protection authorities concerning processing of Personal Data by the Customer. Responses will be made within a reasonable time and in accordance with the Applicable Data Protection law; and
- it will also provide a copy of this Agreement to a relevant data protection authority where required.
4. Processor Responsibilities
1. Where it is acting as processor under this Agreement, iTranslate agrees that it will:
- process Personal Data only on documented instructions from the Customer, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by European Union or Member State law to which iTranslate is subject; in such a case, iTranslate shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
- ensure that persons authorised to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- take all measures required in respect of security of processing and in particular pursuant to Article 32 GDPR;
- taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject’s rights, including under Chapter III of the GDPR;
- assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 GDPR taking into account the nature of processing and the information available;
- at the choice of the Customer, delete or return all Personal Data to the Customer after the end of the provision of the Teams Services, and delete existing copies of Personal Data unless European Union or Member State law requires storage of the personal data;
- give the Customer prompt notice of a personal data breach relating to Personal Data once becoming aware of same, and take reasonable commercial steps to co-operate with the Customer in implementing any appropriate action concerning the personal data breach;
- make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this Data Processing Addendum and, subject to section 6, allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; and
- immediately inform the Customer if, in its opinion, an instruction infringes Applicable Data Protection Law.
5. Data Subject Rights
1. Where it is acting as processor under this Agreement, iTranslate shall:
- promptly notify Customer if it receives a legal rights request from a data subject in relation to Personal Data under Applicable Data Protection Law; and
- ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Data Protection Law to which iTranslate is subject, in which case iTranslate shall to the extent permitted by applicable laws inform Customer of that legal requirement before the responding to the request.
6. Audit Rights
1. Customer (or its mandated auditor undertaking an audit) shall give iTranslate reasonable notice of any audit or inspection to be conducted and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing (or, if it cannot avoid, to minimise) any damage, injury or disruption to the iTranslate’s premises, equipment, personnel and business while audit personnel are on those premises in the course of such an audit or inspection. Customer shall be liable for any reasonable commercial costs incurred by iTranslate in respect of completing or facilitating an audit or inspection.
2. iTranslate or its personnel need not give access to its premises for the purposes of an audit or inspection:
- outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Customer has given notice to iTranslate that this is the case before attendance;
- to any individual unless he or she produces reasonable evidence of identity and authority; or
- for the purposes of more than one audit or inspection in any twelve (12) month period, except for any additional audits or inspections which:
- Customer reasonably considers necessary because of genuine concerns as to iTranslate’s compliance with this Addendum (and where those concerns have been communicated to iTranslate); or
- an audit is required to be carried out by Applicable Data Protection Law or has been requested by a data protection authority or any similar regulatory authority responsible for the enforcement of Applicable Data Protection Law.
1. Where it is acting as processor under this Agreement, iTranslate agrees that it will:
- not engage another processor (a sub-processor) without the general written authorisation of the Customer;
- inform the Customer in writing of any intended changes concerning the addition or replacement of sub-processors, and in the event that the Customer does not so object within ten (10) days of receiving the notice, the Customer is deemed to have agreed to such changes to the sub-processors; and
- ensure the same data protection obligations as set out in this Addendum shall be imposed on that sub-processor by way of a contract and such contract shall provide sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of Applicable Data Protection Law.
2. Where a sub-processor fails to fulfil its data protection obligations with respect to Personal Data, iTranslate shall remain fully liable to the Customer for the performance of that other processor’s obligations.
3. Customer agrees that iTranslate may continue to use those sub-processors already engaged by iTranslate as at the date of execution of the Agreement.
8. Transfers to Third Countries
1. The Customer agrees that iTranslate may transfer Personal Data to countries outside the EEA, provided all such transfers by iTranslate of Personal Data shall (to the extent required under Applicable Data Protection Law) be effected by way a suitable transfer mechanism envisaged under Chapter V of the GDPR. The provisions of this clause shall constitute the Customer’s instructions with respect to such transfers.
2. Where the Customer is located in a country outside of the EEA and where that country has not been deemed ‘adequate’ by the European Commission, the parties agree to abide by the processor-to-controller Standard Contractual Clauses (Module 4), whereby iTranslate is the processor (data exporter) and Customer is the controller (data importer). Such processor-to-controller Standard Contractual Clauses are deemed to be agreed and executed by the parties, and incorporated by reference into this Data Processing Addendum.
3. Where clause 8.2 of this Addendum applies:
- the parties agree to abide by Module 4 of the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council;
- iTranslate is the processor (data exporter) and Customer is the controller (data importer);
- the Parties agree to the incorporation of Clause 7 to the Standard Contractual Clauses;
- the “Details of Processing” section of this Addendum sets out the description of the data transfer and the other information requirements for the purposes of Annex I to the Standard Contractual Clauses;
- for transfers of Customer Personal Data of UK residents, the Standard Contractual Clauses shall be amended as follows: (i) references to “Regulation (EU) 2016/679” are replaced by “UK Data Protection Laws” which is defined as “all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018”; (ii) references to the “EU” are all replaced with the “UK”; (iii) the competent supervisory authority is the UK Information Commissioner; (iv) for Clause 17, the governing law is that of England and Wales; (v) for Clause 18, the jurisdiction for disputes is the courts of England and Wales.
4. In the event that any Standard Contractual Clauses are amended or superseded by the European Commission, the parties agree that such updated Standard Contractual Clauses shall be agreed between the parties, deemed executed by the parties, and be incorporated into this Data Processing Addendum (replacing the previously agreed Standard Contractual Clauses) and the parties shall work together to negotiate in good faith a solution (where necessary or required) in order to enable a transfer of Personal Data to be conducted in compliance with Applicable Data Protection Law.
5. In the event that Standard Contractual Clauses are executed, if and to the extent that any provision of this Addendum and the Standard Contractual Clauses are inconsistent, the provisions of the Standard Contractual Clauses shall prevail.
1. If a party receives a compensation claim from a person relating to processing of Personal Data, it shall promptly provide the other party with notice and full details of such claim. The party with conduct of the action shall:
- make no admission of liability nor agree to any settlement or compromise of the relevant claim without the prior written consent of the other party (which shall not be unreasonably withheld or delayed); and
- consult fully with the other party in relation to any such action.
10. CCPA Obligations
1. To the extent that the CCPA applies, iTranslate agrees:
- that it shall process Personal Data only for the business and operational purposes that are permissible under the CCPA for a service provider and only the purpose applicable to the Customer’s instructions (the “Qualified Business Purposes”);
- that it shall not (i) sell or share Personal Data , (ii) retain, use, or disclose Personal Data for any purpose other than the Qualified Business Purposes, including retaining, using, or disclosing the data for a commercial purpose other than the Qualified Business Purposes set forth in this Addendum or outside of the business relationship, or (iii) combine Personal Data with personal information it receives from or on behalf of another person or entity, or collects from its own interaction with a consumer, except insofar as it is required to perform a Qualified Business Purpose; and
- that if it is legally required to process Personal Data otherwise than as instructed by Customer, it shall notify Customer before such processing occurs, unless the law requiring such processing prohibits iTranslate from notifying Customer on an important ground of public interest, in which case it shall notify Customer as soon as that law permits it to do so.
DETAILS OF PROCESSING
Processing of Personal Data pursuant to this Addendum shall involve: