Your privacy is important to us. This Consent to Personal Data Processing (hereinafter "the Consent”) is meant to help you understand what data we collect, why we collect it, and how we process it when you visit our website https://trafficmanager.com (the “Website”) or use our services (the «Services», the “Software” or the “Tracking Platform”).
Please take your time to read this document (policy). Your Consent to Personal Data processing is necessary to work with the TrafficManager Tracking Platform.
* This form of Consent fully complies with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) (hereinafter the “GDPR Regulation”).
Traffic Manager Limited or Traffic Manager Group S.R.L (“TrafficManager”, “us”, or “we”) acts as a controller of your personal data. Traffic Manager Limited is incorporated and existent in the Republic of Malta, registration number C76756 and is located at the address 3, Advance Business Centre, Triq G. Flores, Santa Venera, SVR1950. Traffic Manager Group S.R.L is a corporation registered in the Republic of Romania, registration number 43058081 and is located at the address Mihail Kogalniceanu 17, bloc c4, ap. 14 Brasov, Romania, 500003. Contact email for both entities: [email protected]
By accessing our Website or using our Services, you become subject to this Policy. Your acceptance of the terms of this Policy, in their entirety, shall be effective to you and your employees, if any.
TrafficManager offers a SaaS affiliate tracking platform also known as performance marketing software through his website https://www.trafficmanager.com. Our tracking platform can be used to track, manage and optimize online marketing campaigns or to build affiliate networks for digital or physical products. Our software allows its clients/consumers/advertisers to upload, download, track, analyze and process data to and from the platform in order to review and optimize results of their marketing campaigns.
The data we process on the clients/consumers/advertiser’s behalf relates to their partners with which the clients/consumers/advertisers do business and the end-users who use or interact with the clients/consumers/advertiser’s websites, products, services, advertisements campaigns and/or mobile application services. In relation to processing of such personal data, TrafficManager is a data processor. This processing of this data in the free trial period of our tracking platform and the subsequent use of the tracking platform, if the clients/consumers/advertisers choose to continue access and use of the tracking platform, is governed by the data processing agreement executed between TrafficManager and the client/customer/advertiser.
1. What information we collect and how we use it
“Personal Data” is any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly. We collect the following Personal Data about you:
1.1 Information we use to provide services
Your Contact and Billing Information. When you register or sign up for the TrafficManager Services, we may collect certain contact information from you, such as your first and last name, organization/company name, company number, banking or other payment information, city, state and zip code, country, email address, and phone number or other similar contact details to process your registration request, to contact you regarding it and for finance purposes (invoicing).
We will us this information to provide you access to the Services you have ordered but also for customer support services, technical updates or updates on changes in our usage policies.
TYPES, PURPOSES, METHODS AND PERIODS OF PERSONAL DATA PROCESSING
Personal data for which this Consent is granted (hereinafter the “Personal Data”):
- First name and last name (Processing purposes: Client identification);
- Gender (Processing purposes: Marketing goals, provision of effective customer service);
- Date of birth (Processing purposes: Client age identification);
- Address (Processing purposes: Client Invoicing);
- Contact phone number and other means of communication (including messenger apps' user IDs). (Processing purposes: Client identification, provision of support services to the client, use for marketing purposes);
- Email (Processing purposes: Identification of the Client account, newsletters, use for marketing purposes);
- Banking, card details and other payment information (Processing purposes: Billing and invoicing) Note: TrafficManager (the merchant) will not sell, purchase, provide, exchange or in any other manner disclose Account or Transaction data, or personal information of or about a Cardholder to anyone, except its Acquirer, Visa/Mastercard Corporations or in response to valid government demands
- Information on the Client identified locale, i.e. a set of parameters that determine regional settings of user interface, namely, residence country, time zone and the interface language of the Client. (Processing purposes: Identification of the Client account, Security, newsletters, use for marketing purposes);
- Technical data that is automatically transmitted by the device through which the subject uses the Controller web-site, including the device’s technical characteristics, IP address, information in the cookies files that have been sent to the subject device, information about the subject browser, the operating system name and version, the date and time of access to the site, the requested pages’ addresses. (Processing purposes: Correct operation of the web application, mobile and desktop versions of the Controller application; monitoring of the Client behavior, Security, prevention of creating duplicate accounts for fraud purpose or other illegal actions)
Collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, examination, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, sampling, erasure or destruction.
- If the Client/Consumer/Advertiser is a citizen or a company registered in a European Union country or has been verified to work with citizens or companies of the European Union countries, the Personal Data processing period ends in 5 (five) years from the termination of interaction between the Client/Consumer/Advertiser and Us. The Personal Data storage period may be extended from 5 (five) to 7 (seven) years upon the competent authority request.
- If the Client/Consumer/Advertiser is not a citizen or a company registered in a European Union country and has not been verified to work with citizens or companies of the European Union countries, the Personal Data processing period is unlimited and Personal Data may be processed by the Controller and its Processors after the termination of interaction between the Client/Consumer/Advertiser and Us.
IN ADDITION TO THE ABOVE, I CONFIRM THAT FOR THE TIME OF THIS CONSENT I AM ACQUAINTED WITH THE FOLLOWING INFORMATION:
Legal basis for the Personal Data processing: General Data Protection Regulation of April 27, 2016 (GDPR);
Full name and contact details of the person authorized by the Controller and responsible for the Personal Data processing: Data Protection Officer, Mr. Francesco Montanari, email: [email protected] .
Service Usage Information. In order to improve and provide you a better experience using our tracking platform, we may collect information in connection with your use of our Services, including order information, chat logs, email logs, support ticket logs and information about your actions in various client areas on the Website. We may use any information collected from you to improve our user experience and services, especially the customer service and support services, diagnose possible problems or to send you promotions, surveys, periodic emails regarding your order/ registration or system configuration, use of Services or other similar services you might be interested in.
The legal basis for TrafficManager to use your Contact and Billing Information and the Service Usage Information is the agreements you enter into with us in connection with the Services (the “Services Terms” “TOS” “Terms of Sevice”) and performance of these agreements as well as taking steps at your request prior to entering into them.
Third Party. In case of missing information about you or your company we may obtain this information from third party or public sources and add them in your account profile in the contact information section. We may need and use this combined information to provide you our Services and to be sure that we will be paid for the Services provided.
1.2 Use of information for marketing purpose
Your Personal Data such as full name, contact email address, country, phone, etc. may be used by Us to send you updates about our Services or marketing offers, even if you are not an active client/customer but you indicated an interest to the TrafficManager services thru our website contact/registration/request form. If you don’t want to receive such communications from us please contact us (we will respond your request in a reasonable time period) or press the unsubscribe button you will find at the end of our messages (in case of email messages). Please remember that even if you unsubscribe and you are an active customer/client of our service we will still send you non-marketing communications regarding your account or our ongoing business relations.
1.3 Cookies and Browsing Information
Cookies are small pieces of information that are saved onto the device from which the Service is accessed and which allow TrafficManager to provide certain services such as the ability to recall certain aspects of your most recent content search so that subsequent searches will be faster. Cookies can be removed from your device if you so desire. Most browsers will automatically accept Cookies. However, you can change the settings of your device to prevent Cookies being saved or to remove Cookies which may already be present on your device. Most of the services of our Website can be used without Cookies.
TrafficManager uses its own Cookies and Third Party Cookies as follows:
- Cookies which are strictly necessary to provide a service expressly requested by the user: Specifically, TrafficManager uses the necessary cookies to save a User's login.
- Session Cookies: These Cookies are saved and valid for a fixed period of time only, that is, until the user quits navigating or using the Service. These Cookies do not permanently save any information onto your device.
- Navigation Cookies: The primary objective of these Cookies is to avoid offering you recommendations which are unrelated to your areas of interest, as well as to provide you with targeted and personalized commercial offers. Navigation Cookies function by temporarily tracking your Internet navigation. You can remove this type of cookie before starting a navigation session in the Service
Statistical Cookies or Analysis Cookies: These Cookies provide the following information:
- The dates and times of your visits to the Service
- Your access to content during your visits to the Service
These Cookies are designed to personalize the Service, improve the user experience, create separate profiles of user activity on the websites, and generate statistics on user activity within the Platform. This allows us to focus our efforts on improving the area’s most frequently visited by users as well as help users find what they need more quickly.
TrafficManager may use the information regarding your visit to perform assessments and generate statistics using anonymized data, as well as to ensure uninterrupted service or to make improvements to the Service. This information will not be used for any other purposes whatsoever. All of these purposes are deemed to be non-intrusive of Users' personal and private lives.
Cookies from social networks, search engines and other 3rd party tracking
technologies: Specifically, Google Analytics, Google AdWords, Baidu, Bing,
Twitter and Facebook social plugins or Linkedin button which control interaction
the widgets from these external social networks.
Through the use of Google Analytics, Yahoo, Bing and other 3rd Party tracking technologies we monitor, analyze and improve our Website Search Engine presence (SERP positions). We also use Bing, Yahoo, Baidu, Google Adwords and other similar AD networks for advertising purpose to drive traffic to our website, raise brand awareness, and increase our online sales as a part of our marketing plan.
Through the use of Social Plugins, the Platform interacts with the Twitter, Facebook and Pinterest networks to allow you to share content you find interesting with your social circles. Furthermore, the use of Social Plugins saves you from having to provide the Platform with your personal login information to fetch information already shared within the scope of said social networks. Third party cookies for behavioral marketing/retargeting: these cookies are used by trusted third companies to target registered or unregistered Users who previously have interacted with or visited the Service through any electronic means.
Third party cookies do not obtain any information regarding users’ names or the address from where they connect. The information recorded includes for example the users’ IP from which they have access, the number of page visits, the language, the city where the user’s IP address is assigned, the number of users that visit us, and the frequency or repetition of their visits, which page you are visiting on our website. This enables TrafficManager to advertise its latest offers through the different Affiliate websites, to monitor the advertising campaign, and to show advertisements that are adapted to users’ preferences.
Google Search Engine: Google GDPR Compliance
Yahoo Search Engine: Oath GDPR Compliance
BING Search Engine - Microsoft GDPR Compliance
Baidu Search Engine: https://usa.baidu.com/privacy/
Facebook GDPR Compliance
Twitter GDPR Compliance
LinkedIn GDPR Compliance
You can configure your browser to accept or reject all Cookies by default, or to receive an on-screen notification each time a Cookie request is made at which point you can decide whether or not to allow said cookie to be saved onto your hard drive. To this end, we recommend that you consult the help section of your browser for information on how to change the settings that you currently use or use browsers in “incognito” mode. Should you decide to reject all Cookies, you will continue to be able to navigate the Platform but your access to certain sections may be limited. For more information regarding how to manage cookies, we recommend you visit http://www.aboutcookies.org
2. Third parties, to whom the Controller and/or the Processor may transfer the Client Personal Data for processing for the purposes and in the ways indicated in this Consent:
2.1. Centers for personal data processing and storing (data processing centers, data centers):
- Provided Personal Data: All Personal Data listed in this Consent;
- Personal Data provision purpose: Client/Customer Personal Data safe storage;
List of data processing centers:
OVH - 2 rue kellermann BP 80157 59053 ROUBAIX CEDEX 1 - France
2.2. State authorities authorized to receive personal data; auditors, consultants, accountants, notaries, lawyers (if necessary):
- Provided Personal Data: All Personal Data listed in this Consent;
- Personal Data provision purpose: The Controller provides the Client Personal Data solely in case of the disclosure requirement to authorized official authorities or persons in accordance with the applicable law, order, decree, court decision and in the minimum necessary extent.
2.3. Our employees who are in contact with the Client or who are responsible for marketing, customer support, IT department who are responsible for providing support to our Client, analyzing and improving our Website and Services.
2.4. Affiliated companies, 3rd party suppliers/vendors such as data storage services, website hosting services, database maintenance services, payment processing providers, legal consultants or debt collection companies.
Note: We reserve the right to sell, assign or transfer our business or assets. In any such event or similar event, including but not limiting to corporate sale, merger, reorganization, dissolution, etc., Personal Data may be part of the transferred assets. You acknowledge that such transfers may occur, and that any acquirer or successor of TrafficManager may continue to use your Personal Data as set forth in this Policy.
Personal data security ensuring means: specified in the “Policy of processing and safety of personal data” approved by the Controller. The Policy will be available on https://www.trafficmanager.com/privacy starting from May 25th, 2018.
Validity period of the consent:
- If the Client/Customer is a citizen or a company registered in a European Union country or has been verified to work with citizens or companies registered in the European Union countries, this Consent is valid for the minimum required period of the Client/Customer Personal Data processing, namely within 5 (five) years from the date of the termination of interaction between the Client/Customer and TrafficManager. The Personal Data storage period may be extended from 5 (five) to 7 (seven) years from the date of the termination of interaction between the Client/Customer and Trafficmanager;
- If the Client/Customer is not a citizen or a company registered in a European Union country and has not been verified to work with citizens or companies registered in the European Union countries, the Personal Data processing period for such Client/Customer is unlimited and Client/Customer consents that such Personal Data may be processed by the Controller and its Processors after the termination of the Client/Customer Agreement between Client/Customer and TraficManager.
Special rules for Client/Customers that are citizens of European Union countries or have been verified to work with citizens of the European Union countries:
- Consent withdrawal: If the Client/Customer is a citizen or a company
registered in a European Union country or has been verified to work with
citizens or companies
registered in the European Union countries, the Controller is obliged to comply
with the GDPR Directive on the specified above minimum period for such
Personal Data storage. The Personal Data Subject understands, agrees and
the right to withdraw this Consent cannot be applied prior to the mandatory
storage period expiration in accordance with the provisions of the GDPR
If the Client/Customer is a citizen or a company registered in a European Union country or has been verified to work with citizens or companies registered in the European Union countries has not withdrawn this Consent after five (5) years following to the termination of interaction between the Client/Customer and TrafficManager. in the Client/Customer Agreement framework, the Controller, provided that the competent authority does not require the extension of the Personal Data processing to 7 (seven) years period, at the end of this five-year period erases the personal data by irrevocable destruction, and also informs all third parties to whom the Controller and/or Processors transferred the Client/Customer Personal Data regarding such erasure, and demands the implementation of similar actions on their part.
- Client/Customer that is a citizen or a company registered in a European Union
country or has been verified to work with citizens or companies registered in
European Union countries is also notified that at any time of the Consent
validity period he
has the right to:
- Access the Personal Data, i.e. has the right to request and obtain from the Controller a confirmation as to whether or not personal data are being processed / access to Personal Data and the following information: the purposes of the processing; the categories of personal data concerned, all possible recipients of the Personal Data, where possible, the envisaged period for which the personal data will be stored, or, if not possible, the criteria used to determine that period;
- Obtain from the Controller without undue delay the rectification of inaccurate Personal Data, the completion of Client/Customer’s incomplete Personal Data, as well as require the receipt of notifications from the Controller regarding any corrections, additions, erasures or limitations to the Personal Data processing;
- Erasure of the Personal Data (“right to be forgotten”) if: personal data no longer necessary in relation to the purposes for which they were collected or otherwise processed; the Personal Data Subject withdraws the Consent, and there is no other legal ground for the processing; the Personal Data Subject objects to the Personal Data processing and there are no overriding legitimate grounds for the processing; Personal Data has been unlawfully processed; Personal Data has to be erased for compliance with a legal obligation in Union or Member State law to which the controller is subject; Personal Data has been collected in relation to the offer of information society services to a child (taking into account the provisions of Article 8 (1) of GDPR);
- Obtain restriction of Personal data processing if: the accuracy of the personal data is contested by the Client/Customer, for a period enabling the Controller to verify the accuracy of the personal data; the processing is unlawful and the Client/Customer opposes the erasure of the personal data and requests the restriction of their use instead; the Controller no longer needs the personal data for the purposes of the processing, but they are required by the Client/Customer for the establishment, exercise or defense of legal claims; the Client/Customer has objected to processing pending the verification whether the legitimate grounds of the Controller override those of the Client/Customer;
- Personal Data portability, i.e. to receive the Personal Data, which Client/Customer has provided to the Controller, in a structured, commonly used and machine-readable format and have the right to transmit those data to another controller;
- Object to Personal Data processing, and as result the Controller shall no longer process the personal data unless the Controller demonstrates compelling legitimate grounds for the Personal Data processing which override the interests, rights and freedoms of the Client/Customer or for the establishment, exercise or defense of legal claims (where personal data is processed for direct marketing purposes, the Client/Customer shall have the right to object to processing of personal data for such marketing, and the Controller shall no longer process the Personal Data for such purposes);
- File a complaint regarding the Controller/Processors actions to the supervisory authority.
Refusal to grant the Consent: Personal Data Subject hereby confirms that he has been notified that the provision of this Consent is not mandatory and the Client/Customer may at any time refuse it. However, the Consent granted by the Client/Customer is a requirement necessary for the conclusion of the Client/Customer Agreement between the Client/Customer and TrafficManager. In the case of absence of the Client/Customer signed Consent, the contractual relationship between the Client/Customer and TrafficManager. does not arise.
3. Security: We have implemented cutting-edge technical and organizational security measures to protect the data in our possession from any kind of unfortunate incidents as accidental data loss, misuse, alteration, disclosure, destruction or unauthorized access, as well, access of your data is limited only to authorized personnel that will process your data subject to a duty of confidentiality. However, no data transmission on the internet can be guaranteed 100% to be safe from intrusion but we have a set of procedures to follow in case we need to deal with any suspected or actual data security breach. In such case, we will notify you right away and the supervisory authority of a suspected breach where we are legally required to do so.
4. Data collecting from Minors
TrafficManager will never knowingly collect any Personal Data or information about minor age individuals (under eighteen (18) years of age). If we obtain actual knowledge that it has collected personal information about a minor individual, we will delete immediately all this information from our database
5. Client/Customer Rights, Questions and Complaints
- You have the right to request any modification/rectification of your personal data saved in our database such as Contact and Billing info by contacting us at [email protected] or by opening a support ticket via your client dashboard.
- You have the right to restrict, refuse or revoke your consent to the processing of your Personal Data by contacting us at [email protected], However, it can be difficult or impossible to provide Services to you upon termination of processing of your Personal Data.
- You can exercise your right to data portability (copy of your Personal Data which you have provided to us in structured, common and machine-readable format if has not been already deleted) or request information about all Personal Data we have stored about you by contacting us at [email protected]
- If you have any questions, concerns or complaints regarding the way we collect and handle your information, please contact us by email at [email protected] or [email protected]
Date of last revision: 15 October 2020
Welcome to the https://www.trafficmanager.com website (the "Website"). These are the Terms and Conditions ("Terms and Conditions") of use applicable to your access and use of our Website and the services made available through the Website (collectively, the "Services")
These Terms and Conditions must be followed by any individual using the site as a visitor (the "Visitor") without registration, including accessing the platform we have installed online as a product demo ("the Demo") or registered as a User (individuals/businesses) (the "User") and are the Terms and Conditions under which TrafficManager ("TrafficManager,” "we,” "us,” "our") provides you access to the Website or Services.
TrafficManager may change these Terms and Conditions in whole or in portion at any time without further notice and you agree that you will be bounded by any changes to this Terms and Conditions that will be posted on the Website. The date of the last revision of the Terms and Condition is included ad the bottom of this page. Any changes to the Terms and Conditions published on the Site will be immediately applicable to Users and Visitors.
You understand and agree that TrafficManager may discontinue or restrict your use of the Website and/or Service for any reason or no reason with or without notice.
YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE AND/OR THE SERVICES SIGNIFIES THAT YOU AGREE TO THIS TERMS AND CONDITIONS AND CONSTITUTES YOUR BINDING ACCEPTANCE OF THIS TERMS OF CONDITIONS, INCLUDING ANY MODIFICATIONS THAT TRAFFICMANAGER MAKES FROM TIME TO TIME.
- TrafficManager: represents the company Traffic Manager Limited has registered address 3, Advance Business Centre, Triq G. Flores, Santa Venera, SVR1950, Malta, registration number C76756 under the laws of Malta and/or Traffic Manager Group S.R.L. with registered address in Str. Ionel Teodoreanu 1 nr. 1 bl. 1 ap. 1 500165 Brașov, Romania, registration number J08/1846/2020, or other 3rd party entities who have the right to provide our clients access to the services via our Website and collect the fees form the Clients ("we,” "us,” "our");
- Website: represents the Website located at the address https://www.trafficmanager.com;
- Demo: is the TrafficManager platform/software technology demonstration, available on our Website as sample for the visitors who might be interested to try the product or see its features before buying.
- Terms and Conditions: represents the Terms and Conditions on this page with their appendices and all the further and subsequent supplements and amendments.
- Client Agreement: represents the agreement between TrafficManager (or other TrafficManager licensee) and the User / Client / Customer which grand the User right to access and use our Services through the Website;
- Services: represent all the services we are providing to the clients via our Website, including access to the client dashboard, affiliate tracking platform, and all the upgrades, new features developed, modifications, updates, or personal customization developed in whole or partially by us;
- Platform: the TrafficManager affiliate tracking software/technology provided to our clients, including all the updates, new features, customizations, server installation and maintenance, updates and monitoring developed in whole or partially by us;
- User Account: the account resulted after a user registration on our Website that contains personal/company data including payment info with the purpose to use our Services via the Website;
- Affiliate: represent any private or business/company providing advertisements via their own websites or other promotion channels for a product or service owner ("Advertiser").
- Advertiser: represents a private or business/company that owns one or multiple products or a service, physical or online, looking for advertisement with the purpose of selling the products or services.
In order to access our Services, you will need to register on our Website and provide complete, up-to-date information about you and/or your company. Once your account is created, you will receive a password that you will need to use, together with the email you used to register to access the Services via our Website.
To complete the registration, you will need to electronically accept our Client Agreement so we can continue providing you access to our Services, and at the end of the trial period (if you are eligible to a free trial period) you will need to pay your Pro Forma Invoices, according to the plan you chose as detailed in our Client Agreement.
These requirements may change as the Services evolves.
2. Use of the Services and Restrictions
- You will have the right to access our Platform, upload, store, analyze, optimize and download your data from the Software;
- You agree not to license, transfer, sell or re-sell any information, content or service obtained from our Website;
- It is forbidden to make available, through the Website and/or our Services, any material or information that infringes any patent, trade secret, copyright, trademark, or any other right of any party (including the rights of publicity or privacy);
- Notwithstanding anything to the contrary, you may not: (i) make any misleading, false or deceptive statement representation regarding TrafficManager and/or the Services, (ii) sell, rent, lease, assign, act as a services provider, or grant rights in the Services, including, without limitation sublicense, to any other entity without the prior written consent of TrafficManager, (iii) remove any proprietary notices from the Services, (iv) permit, cause or authorize the modification, creation of derivative works, reverse engineering, translation, decompiling, disassembling or hacking of the Services.
- You agree that you will not use our Website or the Services for any commercial purpose or the benefit of any 3rd party or charge any person, or receive any compensation for, the use of our Website or Services.
TrafficManager has the right at any time to publish on his Website or Platform any proposal to new services or other offers/proposals or send to the Users messages via email in the email address provided at the time of the registration such offers about our Services or any other relevant matters that could provide a better user experience to the end Clients. These messages may include invitations, suggestions, reminders, or descriptions of future or existing services or other important notices, but also promotional or marketing content.
4. Customer Support
The User will receive different type of support level according to the Subscription plan he choose. The most common support offered will be via the support request forms available in the Website, this include any kind of technical support, updates or modifications of the Website or Services, consultation or advise about the use of Website and Services.
5. Payments of the Services
According to the conditions written in the Client Agreement, TrafficManager has the right to collect the fees for the Services from the User / Client. We may use various billing service providers to collect the fees from the User. The User, by using the billing provider service to pay our fee, agrees to be subject to and comply with the terms and conditions, privacy policies or any other other rules and conditions provided by the billing provider service and all applicable laws. All the invoice issuing terms and payment conditions are indicated in the Client Agreement. TrafficManager shall not be responsible and/or liable of any acts of omissions of billing service providers.
6. Rights and Responsibilities of the Users and Visitors
- All the Users / Clients and Visitors of the TrafficManager Website and Services agree and acknowledge that TrafficManager even if it has the right, is not required to verify, so TrafficManager cannot be held responsible for any Visitor or User behaviur, action or inaction related to our Website and/or Services on their compliance with any applicable law.
- When registering to the Website or Services, the User undertakes to provide only true information about his/her real name and company he/she represent including the contact details and to promptly update (if later needed) any information on the Website that becomes irrelevant, outdated, or inapplicable and to not create more than one Account in our system (One account per user allowed only).
- The User agrees that he/she is the only responsible for maintaining the confidentiality of their password and account, if any, and is fully responsible for any and all activities that occur under their password or account. The User agrees that he/she needs to ensure that they log out from their account at the end of each session when accessing the Website or Services. In case of any unauthorized use of their password or account or any other breach of security, the User agrees to immediately notify Us. TrafficManager will not be liable for any loss or damage arising from your failure to comply with these obligations.
- User and Visitor acknowledge and agree that TrafficManager is not responsible for any damage, material or not experienced by legal or natural persons which could arise directly or indirectly because of a User or Visitor actions while using our Website or Services. Every Visitor and User is himself responsible and must comply with all applicable laws related to his/her use of our Website and Services. In particular, but without limitation, Users and Visitors must: (i) NOT infringe any third-party rights; (ii) NOT use the identities of other companies/individuals; (iii) NOT violate any applicable laws or regulations; (iv) NOT infringe personal non-property rights or property rights of TrafficManager and/or any 3rd parties (including intellectual property rights); (v) NOT upload any data that is contrary to any applicable law or contains any viruses or other computer programs or files that may cause damage to TrafficManager or User property, impede the User's computer use, the Website or TrafficManager Services, or interfere with the normal operation of the TrafficManager Website and Services in any way;
- The User acknowledge and agrees that only himself (including his/her employees, collaborators or any authorized person) is responsible for their actions while using our Website and/or Services and his/her compliance with all the applicable laws and NOT use the Website or Services for any unlawful purpose, in a way prohibited by the Terms and Conditions.
- When using the Website or Services the User undertakes to not perform any unlawful transactions, actions, or frauds and to not copy or make any illegal use of the information placed by Trafficmanager on the Website / Platform or any other Service Provided (The "Services").
- When using the Website or Services the User undertakes to not perform any illegal activity including, but not limiting to, (i) not to use the Site and/or the Software for any illegal, offensive, obscene, or immoral purpose; (ii) not to use any automated means (spider, scraper, robot, crawler, iframe , etc.) or interface not provided by us to access the Website and/or the Services, including, without limitation, for the purpose of copying, extracting, aggregating, displaying, publishing or distributing any content or data made available via our Website or Services; (iii) cheating software, hacking tool or any other tools to disrupt, obstruct or interfere with the operation of the Website and/or the Services; (iv) not to obtain or attempt to obtain any information from the Website and/or the Services, including contact details such as but not limited to phone numbers, email addresses, social media profiles or other Instant Messenger details of other account holders or TrafficManager Services;
7. Representations and Warranties of the Users and Visitors
- The User or Visitor represents and warrants that when using our Website or Services he/she is 18 years or older, is fully and exclusively responsible for any use of our Website and Services, and complies with all the obligations described in these Terms and Conditions, our Client Agreement, and any other rules and conditions provided on our Website and all applicable laws.
- The User/Visitor has the right to make payments and represent the legal entity on behalf of which he/she visited or use our Website and Services.
- As specified in the Client Agreement, the User/Visitor shall pay any and all the fees and taxes related to the use of Trafficmanager Website or Services and understand and agrees that the non-performance of these obligations may result in a Service interruption and obligation to provide the full compensation for any losses incurred by Trafficmanager.
- The User acknowledges and agrees that she/he (including his/her employees, collaborators or any other authorized person using the Website and/or Services in its behalf) are not entitled to collect or store, or attempt to collect or store, any personal data about third parties without their knowledge and consent and are prohibited from using our Website and Services in violation of any applicable laws and regulations including but not limited to (i) upload in our Website/Platform or Services any information, data or material that is trade libelous, defamatory, obscene or harmful to minors, vulgar, racist, unlawfully threatening or harassing, abusive, promoting hatred, discriminating or displaying prejudice based on ethnic heritage, religion, race, age or sexual orientation or (ii) protected by trademark, copyright, patent, trade secret or any other intellectual property right without authorization or (iii) that violates any law or regulation including without limitation, unfair competition, anti-discrimination, the laws and regulations governing export control, false advertising or (iv) that contains any worms, viruses or any other software intended to damage or alter a computer system or data; (v) upload and process using our Website and Services any material that contains mass mailings or any form of "SPAM".
8. TrafficManager Rights and Responsibilities
The Visitor/User agrees that TrafficManager, in order to protect Users and Visitors from frauds or any other illegal activities, has the right to observe and collect data about the conduct of Users and Visitors.
TrafficManager has the right at any time to change in part or entirely, stop or terminate the Website or update, rearrange any posted information as long as such modifications don't affect User's data.
TrafficManager is entitled at any time to unilaterally suspend or terminate the transfer to any 3rd party the Website and Services cases in which TrafficManager will make reasonable commercial efforts to provide prior notifications.
9. Use of the personal data
10. Other Legal Provisions
- Website Content All the content included on our Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of TrafficManager or its content suppliers and protected by international copyright laws and any unauthorized use may violate trademark, copyright, and other laws. The compilation of all the content on this site is the exclusive property of TrafficManager or its licensors with copyright authorship for this collection by TrafficManager, and protected by international copyright laws. Any use, copying, redistribution, or publication by the Visitor or Client without prior authorization from Trafficmanager of any part of the Website or the Platform (the "Services) are strictly prohibited. The Website may contain links to 3rd party sites. TrafficManager is not responsible for the content of any linked third-party sites and doesn't make any representation regarding the accuracy of the content or any other materials on any 3rd party sites. If you decide to access any linked third-party website, you do so at your own risk.
TRAFFICMANAGER DOES NOT WARRANT THAT THIS WEBSITE, ITS SERVERS, E-MAIL SENT, PLATFORM OR INFORMATION (The "Services") WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR THAT THE SERVERS ARE FREE OF VIRUSES, SPYWARE, MALWARE OR OTHER HARMFUL COMPONENTS. FURTHER, TRAFFICMANAGER (INCLUDING OUR PROVIDERS AND OTHER OWNER'S LICENSEES) MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SOFTWARE/PLATFORM, THE WEBSITE AND/OR ASSOCIATED PRODUCTS. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, GIVEN BY TRAFFICMANAGER (INCLUDING PROVIDER AND OTHER OWNER'S LICENSEES) THROUGH THE PLATFORM, THE WEBSITE AND/OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN HEREIN.
The content of our Website, Platform or any other information made available thru the TrafficManager Services may typographically errors or inaccuracies. You agree that TrafficManager (Including his 3rd party Owner's licensees) makes no representations about the reliability, accuracy, completeness, or timeliness of the Content or about the results to be obtained from using Website or Services. The use of the TrafficManager Website, Content or Services is at your own risk. As agreed before in these Terms and Conditions, you acknowledge and Accept that changes are periodically made to the Website and may be made at any time by TrafficManager.
- Limitation of Liability TRAFFICMANAGER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ITS WEBSITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND SERVICES SUCH AS BUT NOT LIMITED THE PLATFORM AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation on amount of liability
THE AGGREGATE LIABILITY OF OWNER (INCLUDING OTHER OWNER'S LICENSEES) TO YOU FOR ALL CLAIMS ARISING FROM THE WEBSITE AND SERVICES SUCH AS BUT NOT LIMITED TO THE PLATFORM AND THE CONTENT IS LIMITED TO 3 (THREE) MONTHLY FEES FOR THE CHOSEN SUBSCRIPTION PLAN PRECEDING THE DATE OF CLAIM.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
The User/Client/Customer agrees to indemnify, defend and hold harmless TrafficManager, including his 3rd party Owner's licensees, its, directors, officers, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Website and the Services or your breach of these Terms and Conditions. TrafficManager shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim suit or proceeding.
All the information and data uploaded by the User or retrieved, processed by the TrafficManager Services on behalf of the User shall remain the property of the User. User have the right to copy, download, duplicate, retrieve, any of his data as stored on the Website or in the TrafficManager platform ("Services").
g. The right to use Users/Clients name and trademark
TrafficManager has the right to use the User/Client name or trademark (service mark) or the User logo by posting on the TrafficManager service and in promotional materials during the term of the Client Agreement and for a period of two (2) years after the termination of the Client.
The use of Visitor/User/Client comments, reviews, suggestions
Visitor and/or User acknowledge and agree that any reviews, suggestions, comments, ideas, questions or feedback related to the Website and our Services provided in the form of email or other submissions to the Website, may shared, used or reused by TrafficManager to better serve you and that all the proposals, feedbacks and ideas made via our email or other submissions on the Website are not an intellectual property of the User and/or Visitor.
Applicable Law and Disputes Resolution
These Terms and Conditions are governed by the laws of Romania, EU, without regard to principles of conflict of laws, will govern this Agreement terms and any dispute of any sort that might arise between you and TrafficManager including his 3rd party Owner's licensees, its, directors, officers, employees, agents, or its associates.
If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any provision of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. In the event of a legal dispute, it will be resolved according to dispute resolution procedures as provided in the Client Agreement.
In case of any conflict between these Terms and Conditions, Client Agreement and the Data Processing Addendum, the terms of the Data Processing Addendum shall control.
Last edit: January 4, 2021
Data Processing Agreement
No changes made to this copy are agreed to by TrafficManager or its affiliates.
Please note that we update the Data Processing Agreement as we describe in the "General Provisions" section below. Current Data Processing Agreement terms are available at Legal.
If you have any questions, please contact your TrafficManager representative.
TrafficManager Data Processing Agreement
This TrafficManager Data Processing Agreement and its Annexes ("DPA") reflects the parties, agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the TrafficManager Subscription Services referred as "Services" under the section 1 (F) of the TrafficManager Client Agreement between you and us (also referred to in this DPA as the "Agreement")
This DPA is supplemental to, and forms an integral part of the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, an order or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.
We update these terms from time to time. If you have an active TrafficManager subscription, we will let you know when we do via email (if you have subscribed to receive email notifications) or via in-app notification.
The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.
2. Customer Responsibilities
3. TrafficManager Obligations
4. Data Subject Requests
6. Data Transfers
7. Additional Provisions for European Data
8. Additional Provisions for California Personal Information
9. General Provisions
10.Parties to this DPA
Annex 1 - Details of Processing
Annex 2 - Security Measures
Annex 3 - List of Sub-Processors
Annex 4 - Standard Contractual Clauses
Expressions which begin with an upper-case letter and which are not defined in this DPA shall have the meaning as set out in the Agreement. "Data Subject", "Binding Corporate Rules", "Controller", "Personal Data", "Personal Data Breach", "Processing", "Processor", "Supervisory Authority" are interpreted as defined in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("General Data Protection Regulation" or "GDPR").
"TrafficManager" means the service provider, TRAFFIC MANAGER GROUP S.R.L. with registered address Str. Ionel Teodoreanu 1 nr. 1 bl. 1 ap. 1 500165 Brașov, Romania, VAT RO43058081 and registration number J08/1846/2020 under the laws of Romania, European Union.
The "Service" or the "Platform": the TrafficManager affiliate tracking software/technology provided to our clients, including all the updates, new features, customizations, server installation and maintenance, updates and monitoring developed in whole or partially by us."
"Data Protection Laws" means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and the data protection and privacy laws of Australia and Singapore; in each case as amended, repealed, consolidated, or replaced from time to time.
"Data Subject" means the individual to whom Personal Data relates.
"Europe" means the European Union, the European Economic Area and/or their member states, Switzerland, and the United Kingdom.
"European Data" means Personal Data that is subject to the protection of European Data Protection Laws.
"European Data Protection Laws" means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms part of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"); and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance ("Swiss DPA"); in each case, as may be amended, superseded or replaced.
"Instructions" means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
"Permitted Affiliates" means any of your Affiliates that (i) are permitted to use the Subscription Services pursuant to the Agreement but have not signed their own separate agreement with us and are not a "Customer" as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.
"Personal Data" means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.
"Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription Services.
"Personal Data Breach" will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
"Privacy Shield" means the EU-U.S. and Swiss-US Privacy Shield self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to its Decision of July, 12 2016 and by the Swiss Federal Council on January 11, 2017 respectively; as may be amended, superseded or replaced.
"Privacy Shield Principles" means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision of July, 12 2016; as may be amended, superseded or replaced.
"Processing" means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms "Process", "Processes" and "Processed" will be construed accordingly.
"Processor" means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
"Standard Contractual Clauses" means the standard contractual clauses annexed to the European Commission"s Decision (EU) 2021/914 of 4 June 2021, in the form set out at Annex 4; as may be amended, superseded or replaced.
"Sub-Processor" means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the Subscription Services under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any TrafficManager employee or consultant.
2. Customer Responsibilities
- Compliance with Laws.
- Controller Instructions.
The parties agree that the Agreement (including this DPA), together with your use of the Subscription Service in accordance with the Agreement, constitute your complete Instructions to us in relation to the Processing of Personal Data, so long as you may provide additional instructions during the subscription term that are consistent with the Agreement, the nature and lawful use of the Subscription Service.
You are responsible for independently determining whether the data security provided for in the Subscription Service adequately meets your obligations under applicable Data Protection Laws. You are also responsible for your secure use of the Subscription Service, including protecting the security of Personal Data in transit to and from the Subscription Service (including to securely backup or encrypt any such Personal Data).
3. TrafficManager Obligations
- Compliance with Instructions.
We will Process Personal Data only on behalf of the Customer and in compliance with its instructions and the Clauses and for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law; if we cannot provide such compliance for whatever reasons, we agree to inform promptly the Customer of our inability to comply, in which case the Customer is entitled to suspend the transfer of data and/or terminate the contract. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.
- Conflict of Laws.
If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Subscription Services until such time as you issue new lawful Instructions with regard to the Processing.
We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under to this DPA ("Security Measures"). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
We will ensure that any personnel whom we authorize to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.
- Personal Data Breaches.
We will notify you without undue delay after we become aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.
- Deletion or Return of Personal Data.
4. Data Subject Requests
The Subscription Service provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests"). To the extent that you are unable to independently address a Data Subject Request through the Subscription Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You shall reimburse us for the commercially reasonable costs arising from this assistance. If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.
You agree that we may engage Sub-Processors to Process Personal Data on your behalf. We have currently appointed, as Sub-Processors, the TrafficManager Affiliates and third parties listed in Annex 3 to this DPA. We will notify you if we add or replace any Sub-Processors listed in Annex 3 prior to any such changes at least 30 days prior to any such changes, if you opt-in to receive such email notifications via your account settings. Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor`s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.
6. Location and transfer of Personal Data
a) The Service allows the Client to choose the geographical area where their platform will be installed at the time of the first configuration ("Datacenter location". Specifically, if the location chosen is "Europe", TrafficManager does not store, without the Client"s prior approval, any Client data outside the European Union.
b) Subject to the foregoing Datacenters" location provision, TrafficManager and authorized Sub-Processors may remotely process Client"s Content provided that such processing operations occur as needed for the carrying out of the Services, and in particular, in relation to security and service maintenance purposes.
c) Concerning the utilization of Services located in non-European Datacenters, (a) the Datacenters may be located in countries which are not subjected to an adequacy decision of European Commission pursuant to article 45 of the GDPR ("Adequacy Decision") and/or (b) the Client"s Content may, according to sections 6.2 and 7 of this DPA, be processed from countries not subjected to an Adequacy Decision.
Wherever Personal Data is transferred, for any reason in accordance with this DPA, outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.
7. Additional Provisions for European Data
This 'Additional Provisions for European Data' section shall apply only with respect to European Data.
- Roles of the Parties.
When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are the Controller of European Data and we are the Processor.
If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.
- Objection to New Sub-Processors.
We will give you the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Personal Data within 30 days of notifying you in accordance with the "Sub-Processors" section. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination). The parties agree that by complying with this sub-section (d), TrafficManager fulfils its obligations under its Client Agreement.
- Sub-Processor Agreements.
You acknowledge that we may be restricted from disclosing Sub-Processor agreements, but we shall use reasonable efforts to require any Sub-Processor we appoint to permit it to disclose the Sub-Processor agreement to you and shall provide (on a confidential basis) all information we reasonably can.
- Data Protection Impact Assessments and Consultation with Supervisory Authorities.
To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities to the extent required by European Data Protection Laws.
- Transfer Mechanisms for Data Transfers.
" G1) TrafficManager shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
" G2) The parties acknowledge and agree the following: "
(a) Standard Contractual Clauses: The parties agree to abide by and process European Data in compliance with the Standard Contractual Clauses
(b) The parties agree that for the purposes of the Standard Contractual Clauses, (i) TrafficManager will be the "data importer" and Customer will be the "data exporter" (on behalf of itself and Permitted Affiliates); "(ii) the Annexes of the Standard Contractual Clauses shall be populated with the relevant information set out in Annex 1 and Annex 2 of this DPA; "(iii) where the TrafficManager contracting entity under the Agreement is not TrafficManager, such contracting entity (not TrafficManager) will remain fully and responsible and liable to you for the performance of the Standard Contractual Clauses by TrafficManager, and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity; and "(iv) if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict.
(c) To extent that and for so long as the Standard Contractual Clauses as implemented in accordance with this DPA cannot be relied on by the parties to lawfully transfer Personal Data in compliance with the UK GDPR, the applicable standard data protection clauses issued, adopted or permitted under the UK GDPR shall be incorporated by reference, and the annexes, appendices or tables of such clauses shall be deemed populated with the relevant information set out in Annex 1 and Annex 2 of this DPA.
(d) If for any reason TrafficManager cannot comply with its obligations under the Standard Contractual Clauses or is breach of any warranties under the Standard Contractual Clauses, and you intend to suspend the transfer of European Data to TrafficManager or terminate the Standard Contractual Clauses, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Subscription Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).
- Demonstration of Compliance.
TrafficManager shall maintain records of its security standards. Upon Customer's written request, TrafficManager shall provide (on a confidential basis) copies of relevant audit report summaries and/or other documentation reasonably required by Customer to verify TrafficManager compliance with this DPA. TrafficManager shall further provide written responses (on a confidential basis) to all reasonable requests for information made by Customer, including responses to information security and audit questionnaires, that Customer (acting reasonably) considers necessary to confirm TrafficManager's compliance with this DPA, provided that Customer shall not exercise this right more than once per year.
To the extent the Standard Contractual Clauses apply and the Customer reasonably argues and establishes that the above documentation and/or other third party audit reports are not sufficient to demonstrate compliance with the obligations laid down in this DPA, the Customer may execute an audit as outlined under Clause 8.9 of the Standard Contractual Clauses accordingly, provided that in such an event, the parties agree: (a) Customer is responsible for all costs and fees relating to such audit (including for time, cost and materials expended by TrafficManager); (b) a third party auditor must be mutually agreed upon between the parties to follow industry standard and appropriate audit procedures; (c) such audit must not unreasonably interfere with TrafficManager"s business activities and must be reasonable in time and scope; and (d) the parties must agree to a specific audit plan prior to any such audit, which must be negotiated in good faith between the parties.
9. General Provisions
Notwithstanding anything else to the contrary in the Agreement and without prejudice to the "Compliance with Instructions" or "Security" sections of this DPA, we reserve the right to make any updates and changes to this DPA.
If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.
- Limitation of Liability.
Each party and each of their Affiliates' liability, taken in aggregate, arising out of or related to this DPA (and any other DPAs between the parties) and the Standard Contractual Clauses (where applicable), whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the 'Limitation of Liability' section of Client Agreement and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). For the avoidance of doubt, if TrafficManager is not a party to the Agreement, the "Limitation of Liability" section of the Client Agreement will apply as between you and TrafficManager, and in such respect any references to "TrafficManager", "we", "us" or "our" will include both TrafficManager and the TrafficManager entity that is a party to the Agreement. In no event shall either party's liability be limited with respect to any individual's data protection rights under this DPA (including the Standard Contractual Clauses) or otherwise.
- Governing Law.
This DPA will be governed by the laws of Romania, EU, without regard to principles of conflict of laws, unless required otherwise by Data Protection Laws.
10. Parties to this DPA
- Permitted Affiliates.
By signing the Agreement, you enter into this DPA (including, where applicable, the Standard Contractual Clauses) on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms "Customer", "you" and "your" will include you and such Permitted Affiliates.
The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.
- Other rights.
The parties agree that you will, when reviewing our compliance with this DPA pursuant to the Demonstration of Compliance" section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.
Annex 1 - Details of Processing
1. List of Parties
Address: The Customer's address, as set out in the Client account accessible from Login.
Contact person`s name, position, and contact details:
The Customer's contact details, as set out in the Client account, as set out in the Customer`s TrafficManager Account Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the TrafficManager Services under the TrafficManager Customer Terms of Service and Client Agreement
Activities relevant to the data transferred under these Clauses:
Processing of Personal Data in connection with Customer's use of the TrafficManager Services under the TrafficManager Customer Terms of Service and Client Agreement
Role (controller/processor): Processor
- Description of Transfer
a) Categories of Data Subjects whose Personal Data is Transferred
You may submit Personal Data in the course of using the TrafficManager Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.
b) Categories of Personal Data Transferred
You may submit Personal Data to the Subscription Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:
" Contact Information (as defined in the Client Agreement).
" Any other Personal Data submitted by, sent to, or received by you, or your end users, via the TrafficManager Service. Sensitive Data transferred and applied restrictions or safeguards. The parties do not anticipate the transfer of sensitive data.
c) Frequency of the transfer
d) Nature of the Processing
Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:
" Storage and other Processing necessary to provide, maintain and improve the Subscription Services provided to you; and/or
" Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.
e) Purpose of the transfer and further processing
We will Process Personal Data as necessary to provide the Subscription Services pursuant to the Agreement, as further specified in the Client Agreement, and as further instructed by you in your use of the TrafficManager Services.
f) Period for which Personal Data will be retained
Subject to the 'Deletion or Return of Personal Data' section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
- Competent Supervisory Authority
For the purposes of the Standard Contractual Clauses, the supervisory authority that shall act as competent supervisory authority is either (i) where Customer is established in an EU Member State, the supervisory authority responsible for ensuring Customer's compliance with the GDPR; (ii) where Customer is not established in an EU Member State but falls within the extra-territorial scope of the GDPR and has appointed a representative, the supervisory authority of the EU Member State in which Customer's representative is established; or (iii) where Customer is not established in an EU Member State but falls within the extra-territorial scope of the GDPR without having to appoint a representative, the supervisory authority of the EU Member State in which the Data Subjects are predominantly located. In relation to Personal Data that is subject to the UK GDPR or Swiss DPA, the competent supervisory authority is the UK Information Commissioner or the Swiss Federal Data Protection and Information Commissioner (as applicable).
Annex 2 - Security Measures
1) Access Control
a) "Preventing Unauthorized Product Access
Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.
Physical and environmental security: We host our product infrastructure with multitenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.
Authentication: We implement a uniform password policy for our customer products.
Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.
Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user`s permissions against the attributes associated with each data set.
Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through Oauth authorization.
b) Preventing Unauthorized Product Use
We implement industry standard access controls and detection capabilities for the internal networks that support its products.
Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.
Static code analysis: Security reviews of code stored in our source code repositories is performed, checking for coding best practices and identifiable software flaws.
Penetration testing: We maintain relationships with industry recognized penetration testing service providers for four annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.
Bug bounty: A bug bounty program invites and incentivizes independent security researchers to ethically discover and disclose security flaws. We implement a bug bounty program in an effort to widen the available opportunities to engage with the security community and improve the product defenses against sophisticated attacks.
c) Limitations of Privilege & Authorization Requirements
Product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through "just in time" requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Employee roles are reviewed at least once every six months.
Background checks: All TrafficManager employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All TrafficManager employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.
2) Transmission Control
In-transit: We make HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the TrafficManager products. Our HTTPS implementation uses industry standard algorithms and certificates.
At-rest: We store user passwords following policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is encrypted at rest.
3) Input Control
Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.
Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.
4) Availability Control
Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.9% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.
Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods. Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.
Annex 3 - List of Sub-Processors
Dedicated server hosting, client data storage, data processing
OVH US LLC
Dedicated server hosting, client data storage and processing
Used only if the Customer choses a United States datacenter
Source code analysis
SolarWinds Software Europe DAC
Server uptime monitoring
Cloud provider, document processing, email processing, reCAPTCHA to prevent form submission spam
United States, EU/US Privacy Shield + EU Clauses
Cloud provider, cloud file storage (OneDrive) to backup and sync source code, SSH keys and/or other technical procedures
United States and Europe
EU/US Privacy Shield + EU Clauses
Cloud file storage of financial documents (invoices and similar)
Source code hosting and collaboration tools, code analysis
Pseudonymous data only
DNS services, CDN, Web Application Firewall, DDOS protection services
Data Centers located all around the world. Traffic will be automatically routed to the nearest data center.
Annex 4 - Standard Contractual Clauses
Module Two: Transfer Controller to Processor (C2P)
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter "entity/ies") transferring the personal data, as listed in Annex I.A. (hereinafter each "data exporter"), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each "data importer")
have agreed to these standard contractual clauses (hereinafter: "Clauses").
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses
containing the Annexes referred to therein forms an integral part of these
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 - Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9 - Clause 9(a), (c), (d) and (e);
(iv) Clause 12 - Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 - Clause 18(a) and (b).
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
SECTION II - OBLIGATIONS OF THE PARTIES
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organizational measures, to satisfy its obligations under these Clauses.
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the
personal data only for the specific purpose(s) of the transfer, as set out in
Annex I.B, unless on further instructions from the data exporter.
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to that data (hereinafter "personal data breach"). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymization, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organizational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management, and monitoring of the contract. It shall ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person`s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter "sensitive data"), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter "onward transfer") if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter`s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Use of sub-processors
(a) The data importer has the data exporter`s general authorization for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 business days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter`s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor`s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Data subject rights
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorized to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects, requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organizational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorized to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organization or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer`s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III - LOCAL LAWS AND
OBLIGATIONS IN CASE OF ACCESS BY
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorizing access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination- including those requiring the disclosure of data to public authorities or authorizing access by such authorities - relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organizational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Obligations of the data importer in case of access by public authorities
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authorities, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimization
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV - FINAL PROVISIONS
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that these Clauses shall be governed in accordance with the 'Contracting Entity; Applicable Law; Notice section of the Jurisdiction Specific Terms or if such section does not specify an EU Member State, by the law of the Republic of Ireland (without reference to conflicts of law principles)
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of the jurisdiction specified in Clause 17.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
UK AND SWISS ADDENDUM TO THE STANDARD CONTRACTUAL CLAUSES
(a) This Addendum amends the Standard Contractual Clauses to the extent necessary so they operate for transfers made by the data exporter to the data importer, to the extent that the UK GDPR or Swiss DPA (as defined in the HubSpot Data Processing Addendum) apply to the data exporter`s processing when making that transfer.
(b) The Standard Contractual Clauses shall be amended with the following modifications:
(i) references to "Regulation (EU) 2016/679" shall be interpreted as references to the UK GDPR or Swiss DPA (as applicable);
(ii) references to specific Articles of "Regulation (EU) 2016/679" shall be replaced with the equivalent article or section of the UK GDPR or Swiss DPA (as applicable);
(iii) references to Regulation (EU) 2018/1725 shall be removed;
(iv) references to "EU", "Union" and "Member State" shall be replaced with references to the "UK" or "Switzerland" (as applicable);
(v) Clause 13(a) and Part C of Annex II are not used and the "competent supervisory authority" shall be the United Kingdom Information Commissioner or Swiss Federal Data Protection Information Commissioner (as applicable);
(vi) references to the "competent supervisory authority" and "competent courts" shall be replaced with references to the "Information Commissioner" and the "courts of England and Wales" or the "Swiss Federal Data Protection Information Commissioner" and "applicable courts of Switzerland" (as applicable);
(vii) in Clause 17, the Standard Contractual Clauses shall be governed by the laws of England and Wales or Switzerland (as applicable); and
(viii) to the extent the UK GDPR applies to the processing, Clause 18 shall be replaced to state: "Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts"; and
(ix) to the extent the Swiss DPA applies to the processing, Clause 18 shall be replaced to state: "Any dispute arising from these Clauses shall be resolved by the competent courts of Switzerland. The Parties agree to submit themselves to the jurisdiction of such courts".
The Service provider, TRAFFIC MANAGER GROUP S.R.L. with registered address Str. Ionel Teodoreanu 1 nr. 1 bl. 1 ap. 1 500165 Brașov, Romania, VAT RO43058081 and registration number J08/1846/2020 under the laws of Romania which has an agreement with Traffic Manager Limited (the platform Owner) for its license. Traffic Manager Limited has registered address 3, Advance Business Centre, Triq G. Flores, Santa Venera, SVR1950, Malta, VAT MT23594935 and registration number C76756 under the laws of Malta.
The Client, User of the TrafficManager Tracking platform and all the services provided by Us thru the website TrafficManager.com (the “Website”) agreed the following:
By signing up (even on behalf of a Company) to use the Traffic Manager Tracking Platform including any other content or information provided to you as part of our Platform, Website, Software or Services you are entering into a legal agreement with Traffic Manager Limited (the platform Owner) which may conclude this agreement on its own behalf or can also be represented by Traffic Manager Group S.R.L. or other 3rd party entities who have the right to provide our Clients access to the platform via our Website and collect the fees form the Client ("We", "Us", "TrafficManager").
You and we should be known collectively as the "Parties" and individually as a "Party".
TrafficManager reserves the right to modify the present conditions of this Agreement at any time. The applicable version of this agreement is the one you accepted at the time of your registration for our Services.
The acceptance of this Agreement by the Client is made by clicking on the checkbox “I accept the Client Agreement” on the registration page.
If you do not agree with this Agreement do not sign-up to our Website and do not access our Platform or Services. In case you already signed and access our Platform or Services, please delete your account immediately.
This contract is concluded for an indefinite period from the date of creation of the account, and the obligations of the parties take effect from that date.
- TrafficManager: represents the company Traffic Manager Limited has registered address 3, Advance Business Centre, Triq G. Flores, Santa Venera, SVR1950, Malta, registration number C76756 under the laws of Malta and/or Traffic Manager Group S.R.L. with registered address in Str. Ionel Teodoreanu 1 nr. 1 bl. 1 ap. 1 500165 Brașov, Romania, registration number J08/1846/2020, or other 3rd party entities who have the right to provide our clients access to the services via our Website and collect the fees form the Clients ("we,” "us,” "our");
- Website: represents the website located at the address https://www.trafficmanager.com;
- Terms and Conditions: represents the Terms and Conditions with their appendices and all further and subsequent supplements and amendments located at this page: https://www.trafficmanager.com/termsofuse
- Agreement: represents the agreement between TrafficManager (or other TrafficManager licensee) and the User / Client / Customer which grand the User right to access and use our Services through the Website;
- Services: represent all the services we are providing to the clients via our website including access to the client dashboard, affiliate tracking platform and all the upgrades, new features developed, modifications, updates or personal customization developed in whole or partially by us;
- Platform: it's the TrafficManager affiliate tracking software/technology provided to our clients, including all the updates, new features, customizations, server installation and maintenance, updates and monitoring developed in whole or partially by us;
- User Account: the account resulted after a user registration on our Website that contains personal/company data including payment info with the purpose to use our Services via the Website;
- Fees: represents the price paid by the Client according to the usage plan chosen on registration and visible in the website pricing page: https://www.trafficmanager.com/pricing
2. Services Description, Pricing, Fees and Payment
- TrafficManager, offers a SaaS affiliate tracking solution ("Platform") by registering at the Website www.trafficmanager.com and paying the Fees ("Fees") according to the usage plan you. You agree that TrafficManager has the right to change the fees from the Pricing page at any time, at its sole discretion and you acknowledge that such changes will be available on the Website and all the fees are in EURO, unless otherwise stated;
- Price: In consideration for the Deliverables, the Client shall pay TrafficManager the fees as stipulated on the pricing page. The price can also be set by the Provider depending on the needs of the Client (in case the Client ask for Custom development) and the period that the Client pays in advance for the Services. The payment of the services by the Client represents the acceptance by him of the price offered by TrafficManager. All stated fees are exclusive of VAT, withholding taxes and/or any other taxes that may be assessed by any jurisdiction. If VAT, withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, the Client will pay those taxes to ensure that TrafficMananger receives the full amount invoiced to Client without offset or deduction.
- The duration of the billing period is 1Month / 3 Months / 6 Months or 1 Year on prepaid basis and the payment period is set to NET 5 days. In case you decide to change your subscription plan (Upgrade or Downgrade) you agree that the changes will take effect starting from the next month billing period but not less than 7 days since TrafficManager was notified about these changes;
We offer a 30-day free trial period to all our new clients, but please note that
decision to provide you with a Trial period or NOT is made at our sole
For any other info about Billing and Refund Policy please refer to this page: https://www.trafficmanager.com/billing
TrafficManager and its associates attempt to be as accurate as possible. However, TrafficManager does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a service offered by TrafficManager itself is not as described, your sole remedy is to cease using it.
3. Grant Of limited Rights
This Client Agreement grants you these limited rights:
- To use our Platform and all the features you paid for according to the plan you choose by accessing it via our Website or a White label installed on your own web domain;
- To gather or upload your data, process, review, analyze, optimize and download the data from the Platform;
4. Platform Account and Agreement Termination
- You, as the Client agree to assume the whole responsibility for maintaining confidential your account login details (user and password) and the whole responsibility for all the actions that occur under your account or by using your user and password. If you notice or become aware of any suspect activity on your account or unauthorized access you agree to notify Us immediately.
You are considered to start using our Tracking Platform as of the date the
period has begun (if you received a Free trial period) and you will receive
the Tracking Platform and to your account until the termination of this
subject to monthly payments of the Platform Fees. This Agreement will
renew on a month-to-month basis until you cancel your subscription from your
settings page, or you provide us with a notice via email or by opening a support
in our system at least 30 days before the cancelation date. On the account
you lose your right to access and use the Platform.
A grace period of 30 days will be granted to the Client after expiration, during which the user data is not deleted. If the Client pays the overdue pro forma invoice during the grace period, full access to the client's Platform will be restored.
- For any breach of this Agreement or any Terms and Conditions of use, TrafficManager may end this agreement without any notice with immediate effect;
- In case of account termination for any reason we shall keep: our rights to use and disclose your feedback about our service and Platform and the right to recover from you any amounts you owe us before the service termination.
5. DISCLAIMER OF WARRANTIES AND LIMITATION
THIS WEBSITE AND PLATFORM ARE PROVIDED BY TRAFFICMANAGER ON AN "AS IS" AND "AS AVAILABLE" BASIS. TRAFFICMANAGER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE OR PLATFORM. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, TRAFFICMANAGER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
TRAFFICMANAGER DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, E-MAIL SENT, PLATFORM OR INFORMATION WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR THAT THE SERVERS ARE FREE OF VIRUSES, SPYWARE, MALWARE OR OTHER HARMFUL COMPONENTS. FURTHER, TRAFFICMANAGER (INCLUDING OUR PROVIDERS AND OTHER OWNER'S LICENSEES) MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SOFTWARE, THE SITE AND/OR ASSOCIATED PRODUCTS. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, GIVEN BY TRAFFICMANAGER (INCLUDING PROVIDER AND OTHER OWNER'S LICENSEES) THROUGH THE PLATFORM, THE WEBSITE AND/OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN HEREIN.
TRAFFICMANAGER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO USE THE SITE, THE PLATFORM AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF OWNER (INCLUDING PROVIDER AND OTHER OWNER'S LICENSEES) TO YOU FOR ALL CLAIMS ARISING FROM THE SITE, THE PLATFORM AND THE CONTENT IS LIMITED TO 3 (THREE) MONTHLY FEES FOR THE CHOSEN SUBSCRIPTION PLAN. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
6. Tracking Platform and Website USE
- Beside the responsibilities and obligations you agree with upon registration and provided in our Terms and Conditions, You as the Platform Client agree that you shall never try to reverse engineer any part of the TrafficManager Platform, reproduce, copy, trade or sell any part of our Website or Platform and that you will use our Website and our Platform for lawful uses only. Any violation of this section will be considered as a breach of this client agreement.
- You agree that TrafficManager has the right to make any kind of modifications or updates to the Website and the Tracking Platform at any time in order to provide a better service to you as a Client (for example: Bug fixes, new features release, etc.) and in case of such event cause you a service disruption you agree that you will notify our support team immediately and we shall not be retain responsible for any kind of data or material loss.
- You will have access to our Support service just as provided in our Terms and Conditions or in the package you choose from the pricing page: https://www.trafficmanager.com/pricing
- You declare that you acknowledge and agree that all the data, material or information uploaded, gained or retrieved by you and processed with the TrafficManager Platform on your behalf shall not contain any form of "SPAM", is protected by copyright or any trademark, patent, trade secret or any other intellectual property (without authorization).
- You declare that you acknowledge and agree that all the data, material or information uploaded, gained or retrieved by you and processed with the TrafficManager Platform on your behalf is not false advertising, contains any viruses, worms or any other software intended to damage or alter a computer system or data, is not defamatory, unlawfully threatening or harassing, obscene or harmful to minors, abusive, pornographic, trade libelous, vulgar, racist, discriminating or displaying prejudice based on religion, promoting hatred, ethnic heritage, race, sexual orientation or age, or (c) that violates any law or regulation, including without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination;
- As the Platform Client you authorize TrafficManager to process, transfer and store the data enabling to identify you and using its own system to check if you are using the TrafficManager tracking platform in accordance with this agreement;
- As the Platform Client you authorize TrafficManager to transfer your data during any kind of communication between our Website/Platform and any other computer systems of TrafficManager and his partners for the purpose to ensure the full functionality of the Platform and the Authorization to use the Website/Platform and protect the TrafficManager rights. You acknowledge and agree also that after the effective date of your registration you accepted this agreement and TrafficManager or any of its business partners are entitled to process, store and transfer any data in order to identify you for billing purposes or performance of this Agreement;
7. Copyright and Ownership
- All content included on our Website and Platform, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of TrafficManager or its content suppliers and protected by international copyright laws. The compilation of all content on this site is the exclusive property of TrafficManager or its licensors with copyright authorship for this collection by TrafficManager, and protected by international copyright laws. Any use, copying, redistribution or publication by the Client of any part of the Website or the Platform are strictly prohibited.
- The Client does not acquire the ownership on the Platform, the Website or any other material made available by TrafficManager through his Website or Platform excluding all the data and information retrieved, uploaded, acquired and processed by the TrafficManager Platform on your behalf that shall remain your property and you shall have the right to copy, duplicate, retrieve, download the data or information but without disclosing it to third parties. Any other use of information or materials (except your information) contained in the Platform or Website without the written permission of TrafficManager or unauthorized use that may violate any applicable communications regulations and statutes or laws including but without limitation copyright and trademark laws is strictly prohibited and will terminate this Agreement. This Platform Client agreement can be revoked at any time at the sole discretion of TrafficManager.
8. Applicable Law and Disputes Resolution
- This Platform - Client Agreement is governed by the laws of Romania, EU, without regard to principles of conflict of laws, will govern this Agreement terms and any dispute of any sort that might arise between you and TrafficManager or its associates.
- Any dispute relating in any way to your visit to TrafficManager or to products you purchase through TrafficManager shall be solved in max. 30 (thirty) days by negociation between the Parties before submitting the dispute to any court in Romania and you consent to exclusive jurisdiction and venue in such courts except that, to the extent you have in any manner violated or threatened to violate TrafficManagers intellectual property rights, TrafficManager may seek injunctive or other appropriate relief in any state or court in Romania, EU;
9. Force Majeure
- Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to acts of God, explosions, fires, Internet or network failure, telecommunications failure, vandalism, lack of access or breakdown of IT systems, computer hacking or damage to the data or information maintained in these systems, a power supply failure or failure in TrafficManagers's systems, administrative or legislative interventions, storms or other natural disasters, national emergencies, riots, insurrections, wars, strikes or other labor difficulties, any act or omission of any other person, entity or any governmental authority; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above.
- If any provision of this Platform – Client Agreement is found as invalid by any court with competent jurisdiction, the invalidity of this Agreement shall not affect the validity of the remaining provisions of the Terms and Conditions of this Agreement. All the provisions of this Agreement shall continue and survive termination, including the terms that relates to limitations and exclusions of Trafficmanager's restrictions, liability, limitations, intellectual property and reimbursement of any damages. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
- The parties of this Agreement are independent entities, and this agreement will not create any joint venture, partnership, franchise, agency, sales representative or employment relationship between the Parties, so the Client has no authority to accept or make any kind of offers or to represent in any way or make statements on behalf of TrafficManager.
- TrafficManager shall be entitled to assign this Agreement to any 3rd party, in whole or in part without your consent, cases in which this Client – Platform Agreement shall continue in force, without any changes, with the new entity or person entering into Trafficmanager's place as the contracting party.
- The Client shall not be entitled to in any way transfer or assign this Client Agreement to a 3rd, in whole or in part, without TrafficManagers's prior written consent.
- The parties declare that they have negotiated all the terms of this Agreement and they expressly accepted them by signing the contract, any prior agreement between the parties will not product any legal effects between them.
- TrafficManager reserves the right to periodically update and modify the terms of this Agreement. In such cases, we will inform the Client in advance, by posting the modifications on the website 15 days before its entry into force, which is why we ask the Client to periodically check the content of this Agreement.
- Any notification to TrafficManager must be sent electronically to the email address [email protected]
The present Agreement is located in this page: https://www.trafficmanager.com/clientagreement
Annex 1 - processing of personal data by TrafficManager according to GDPRContract for personal data processing between the Client and TrafficManager
By accessing our Website or using our Services, you become subject to this Contract. Your acceptance of the terms of this Contract, in their entirety, shall be effective to you and your employees, if any.
In this annex the terms used will be interpreted in accordance with the GDPR, and where applicable, the terms used will have the definitions stipulated by art. 4 of the GDPR.
2. Contract Object
The object of personal data processing is the processing by TrafficManager of personal data sent by the Customer in order to provide the services stipulated in the main Customer Agreement but also for customer support services, technical updates or updates on changes in our usage policies.
3. Data Collected
4. Specific instructions
Under this contract, the Client gives the following specific instructions to the controller:
- To send messages by email on behalf of the Client, for the service of sending notifications or documents by email (if this service is used by the Client);
- To collect and process the information sent by the Client to the TrafficManager Servers via the Website or Platform
5. Duration of data processing
The duration of the processing of personal data is identical to the duration of the main Client Agreement.
6. Nature and purpose of data processing
The nature and purpose of the data processing are those established by the Client under the main Client Agreement, namely the provision of TrafficManager services, depending on the usage plan or package of services chosen.
7. Third Parties
- For all the future Third Parties that TrafficManager may use to process the Client data, TrafficManager receives a general authorization to subcontract to any other provider in the EU, EEA or country with an adequate level of protection recognized by a decision of the European Commission, which is necessary for certain parts of the data processing under this contract. an adequate level of security, at least at the level of this contract. This authorization includes the obligation to inform the Client, through a message through the account on the TrafficManager Website or by email. The operator has the possibility to object within 2 working days.
8. Rights and Obligations of the Client
- The right to receive information from TrafficManager or to verify through a mandated auditor whether TrafficManager has and implements appropriate technical and organizational measures so that the processing complies with the requirements of the GDPR; the verification will take place on the basis of a prior written notification, sent at least 14 working days before the verification;
- The right to receive assistance from the Controller, in particular to fulfill his obligation to respond to the requests of data subjects regarding the exercise of their rights under the GDPR;
- The right to object to other third parties specified to the article 7.2
- To comply with its obligations under the GDPR as Client with regard to personal data collected or processed by TrafficManager, on its behalf.
- Obligation to inform data subjects under the GDPR, including information on the processing of data by TrafficManager under this contract
- Obligation to be solely responsible for establishing the legal basis for the processing of personal data covered by this contract
- The obligation to implement appropriate technical and organizational measures under the GDPR, including securing the transfer of data from data subjects to TrafficManager;
- The Client understands that from the moment of deleting the data after the end of the provision of services by TrafficManager according to the obligations of GDPR and art. 9 of this contract, the data can no longer be recovered, and it is the entire responsibility of the Client to ensure that it has made a complete copy of them.
- In all situations where the Client is the one who has to perform an obligation, such as, for example, informing the data subject about the breach of personal data security, TrafficManager cannot be held liable by the Client's inactions within the scope of that obligation.
9. Rights and Obligations of TrafficManager
- The obligation to inform the Customer within a maximum of 10 days, if, in the opinion of TrafficManager, an instruction violates GDPR and / or other legal provision regarding the processing of personal data;
- The obligation to ensure the security of personal data processed on behalf of the Client in accordance with Article 32 of the GDPR and Article 10 of this Annex;
- Obligation to inform the Client without undue delay of a breach of the security of the Client's personal data during the processing performed by TrafficManager;
- Obligation to assist the Client with all information necessary for the notification, if any, to the Competent Authority for Data Security Infringement, but without substituting for the Client his obligation to notify;
- Obligation to assist the Client in ensuring compliance with the obligations set out in Articles 32-36 of the GDPR;
- The obligation to assist the Client in solving the requests of the data subjects or to send to the Client any request received from the data subjects, in connection with the personal data that have been collected and processed by TrafficManager, within maximum 5 calendar days from its receipt. This assistance does not apply if the Customer already has in the technical tools provided by TrafficManager the possibility to directly solve the request of the data subject (eg the platform Account access - where the Customer already has all the information about what data he collects);
- Obligation not to transmit personal data and / or confidential information, which may be personal data, of which he became aware during the performance of the contract
- The obligation to provide training to authorized personnel to process personal data, regarding the confidentiality of such data;
- The obligation to include confidentiality obligations towards employees and third parties;
- The right to disclose certain personal data by virtue of a legal obligation or other condition provided by law at the request of an authority, public institution or court.
- The right to recruit third parties according to article 7 of this Contract;
- The right to cover the costs generated by ensuring the assistance of the Client, by the Client, in the situations provided by GDPR according to art. 9, if they exceed the monthly cost of the services provided by TrafficManager;
- The right to use anonymized statistical information as a result of activities performed as a result of this contract or its entire activity;
- TrafficManager cannot establish purposes or means of processing personal data, these being established exclusively by the Client.
TrafficManager must comply with appropriate technical and organizational measures to ensure appropriate risk-related security measures in line with good industry practice. In determining the appropriate level of security, TrafficManager must take into account the current state of development, implementation costs and the nature, scope, context and purposes of the processing, as well as the risk with varying degrees of probability and seriousness to the rights and freedoms of individuals. and the risks that arise as a result of the processing, in particular those that may lead to, accidentally or illegally, the destruction, loss, alteration, or unauthorized disclosure of personal data transmitted, stored or processed in a otherwise, or to unauthorized access to them.
In this context, TrafficManager has established the internal application of the following organizational and technical security measures for the security of personal data, taking into account the type of activity performed:
- implementation of ISO27001 / ISO27017 / ISO27018 security standards
- periodic security audit performed by cybersecurity experts
- limited access to the database for a very small number of employees of TrafficManager
- permanent monitoring of access to the database
- encryption of the connection used by the Client to access the service using SSL
- encrypted client passwords
- regular backups
Voluntarily, TrafficManager may send summaries of the conclusions of security auditors (after deletion of commercial or confidential information) made periodically to Customers to demonstrate its ongoing activities on this subject.
11. Limitation of liability
The Client agrees to exonerate TrafficManager from any liability for damages that may arise from:
- non-compliance with the contract due to events that exceed any responsibility of TrafficManager;
- compliance with the Client's instructions or non-compliance with the Client's instructions justified in advance by a notification regarding its illegality;
- the lack or vitiation of the consent of the data subjects or of the use of a wrong legal basis by the Client;
- non-compliance with the contract due to some actions of the Client.
12. Delimitation of liability
The Customer and TrafficManager define their responsibilities for ensuring the protection of personal data (e.g. ensuring the confidentiality or security of processing), depending on the access and effective control exercised over the data, both contractually and technically.
13. Entry into force and amendments
This annex enters into force on May 20, 2018 and is valid until modified by TrafficManager and informing the Clients accordingly. Using the Account, Platform and/or our Services after the Clients informing means their consent to this document.
Billing & Refund Policy
TrafficManager is billing its customers on a membership basis. The membership is billed in advance, while usage is billed in arrears.
We cannot cancel accounts retroactively. For new customers, your first invoice is due after your 30-day trial. It is prorated to cover the remaining days in the month and to align your billing to a calendar-month cycle. All invoices thereafter are due on the 1st of each month. We bill in whole-month increments only, with the exception of your first invoice or for account reactivation. Customers with Contract: Your contract’s terms supersede these policies. Refer to your contract for details.
Each new TrafficManager customer is eligible for one free trial only, regardless of the number of accounts a customer opens.
Payment is processed when the invoice is generated, and is otherwise due upon receipt. Customers requesting NET payment terms are subject to credit check. We reserve the right to approve or deny any such request at our discretion.
To subscribe to our monthly services, we require a valid credit card that is registered by the payment processor and used to process your monthly invoices. The amounts owed are charged to the card on payment processor's file unless you request, and we approve, a wire transfer payment method. All TrafficManager customers are responsible for any and all fees associated with sending a wire from the originating bank. TrafficManager absorbs the portion of the wire transfer fee charged by its bank or any intermediate bank(s) associated with receipt of the wire payment. The amount owed must arrive at our bank in full. The customer is responsible for any debt resulting from currency exchange and understands that any unpaid balance will be carried over to their next invoice.
All customers who signed up for the services online are governed by the online agreement and have the ability to upgrade their account at any time. To do so, go to Account in your TrafficManager Dashboard, available upon Login. Upon upgrading your account, you agree to be charged for the difference between the respective edition membership fees. Upon upgrading, your account is immediately updated to the new overage threshold. Customers on contract can submit an upgrade request by contacting the TrafficManager support.
If your account was created via online registration and you do not have a custom contract, you can downgrade your account at any time by contacting the TrafficManager support. Downgrade requests are honored upon our receiving them. Billing is affected on the start of the next billing cycle; we do not prorate accounts or provide refunds for time between downgrade and the start of the next cycle.
Cancellation & Refund Policy
All customers who registered for the services online are governed by the online agreement and have the ability to cancel their account at any time. Instructions to do so are in Account, in the TrafficManager Dashboard, available upon Login. To prevent future billing on your account, you must complete your cancellation before the first day of the upcoming month. You may also submit a cancellation request to [email protected] Please note that since you may cancel your account at any time, we do not provide refunds. We bill in arrears for your usage and in advance for your monthly membership fee.
This is a digital service. After the registration is complete and validated, the client receives a login and a password to access the service online via our dashboard located at trafficmanager.com.
Last edit: Nov 10, 2020