EXECUWARE Affiliate Program - Terms and Conditions
These EXECUWARE Affiliate Program Terms and Conditions (the “Affiliate Agreement”), made and entered as of the last date signed before by the parties, is by and between EXECUWARE GROUP LTD ("EXECUWARE," "we," and "us") and "you", or "Affiliate" means the applicant desiring to participate in the EXECUWARE affiliate program (the "Affiliate Program").
"Link" or "Links" refers to any hypertext link, URL, banner, graphical or text ad containing a reference to EXECUWARE or its products or services or web properties and made available to you by EXECUWARE pursuant to this Affiliate Agreement. The "EXECUWARE Site" or "Our Site" means the web site located at or other EXECUWARE-owned Internet properties, "our" means belonging to or pertaining to EXECUWARE. "Your Site" means the web site or sites, email, or other online marketing venues upon which you establish the Links to Our Site as part of the Affiliate Program. The term "EXECUWARE Services" means any EXECUWARE service or product as well as any services or products that EXECUWARE may introduce from time to time in the future and offer through the Affiliate Program. “EXECUWARE Entity” means each of EXECUWARE GROUP LTD affiliates, as may be updated from time to time by EXECUWARE GROUP LTD.
By using the Links provided by a particular EXECUWARE Entity, you are entering into this Affiliate Agreement with such EXECUWARE Entity and entering that EXECUWARE Entity’s Affiliate Program. The Effective Date of such Affiliate Agreement is the day on which Link is used by you. The use of such EXECUWARE Entity Links and participation in that EXECUWARE’s Entity’s Affiliate Program will create binding obligations only between you and such EXECUWARE Entity, and you will look solely to such EXECUWARE Entity for any claims on Valid Sales arising through such Links. With respect to such EXECUWARE Entity Affiliate Program, each reference in this Affiliate Agreement to rights and obligations of EXECUWARE shall be a reference to the respective EXECUWARE Entity providing the Links or EXECUWARE Services pursuant to that Affiliate Program.
1. Eligibility for the EXECUWARE Affiliate Program
1.1. To enrol in the Affiliate Program, you must register on the Affiliate Program website and receive a valid EXECUWARE issued affiliate identification number (“Affiliate ID”), you must be in compliance with the requirements of this Affiliate Agreement and, if you are an EXECUWARE customer, you must be in good standing. Acceptance into the Affiliate Program is at our sole discretion, which may be withheld or withdrawn at any time for any reason or for no reason at all.
1.2 Upon acceptance, you will be able to log in to the Affiliate Program website (the “Affiliate Portal”) and access the Links. You agree to keep your contact and payment information complete, accurate, and up to date in the Affiliate Portal. EXECUWARE's rights and obligations with respect to the disclosure and use of the information we gather about any Affiliate are governed by the terms of this Affiliate Agreement and EXECUWARE's Privacy Policy and, in addition to any other permitted uses, any such information may be used for EXECUWARE's internal accounting, promotional or legal processes. For the purposes of this Section 1.2, “Privacy Policy” shall mean:
1.2.1. for accounts with a billing address located within Europe, the privacy policy located at -https://execusoftware.com/en-gb/information/privacy
1.2.2. for accounts associated with a billing address located in any other countries, the privacy policy located at - https://execusoftware.com/en-gb/information/privacy.
1.3. We may reject or discontinue your participation in the Affiliate Program if we determine, at any time and at our sole discretion, that Your Site is unsuitable for the Program. Your Site may be deemed by us to be unsuitable if, in our view, it:
1.3.1. contains, promotes, or links to sexually explicit, violent, defamatory, threatening, or harassing material;
1.3.2. promotes, depicts, or links to material that promotes or depicts discrimination (whether based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age);
1.3.3. contains unlawful material, including but not limited to materials that may violate another's intellectual property rights, or links to a site that contains such material;
1.3.4. contains information regarding, promotes or links to a site that provides information or promotes illegal activity, or which is otherwise misleading or deceptive;
1.3.5. is directed to persons under the age of 18, or
1.3.6. for any other reason that is deemed by us to be unsuitable.
1.4. You understand that EXECUWARE reserves the right to conclude that Your Site is unsuitable in accordance with our standards, in our sole discretion, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have not been deemed unsuitable despite having the same or similar characteristics as Your Site.
2. Usage
2.1. Subject to the terms of this Article, we will provide to you all Links, and any related banners, graphics, or text ads necessary to promote and offer the EXECUWARE Services to Your Site's visitors and/or its members. The Link may consist of ads containing text or graphic images provided by us (and is subject to change from time to time in our sole discretion) and may contain our logo or other references to EXECUWARE. This Link will connect Your Site with the area on Our Site where the visitor may apply for the EXECUWARE Services directly with us. The Link will serve to identify you as a member of our Affiliate Program and will establish a link from Your Site to Our Site.
2.2. In utilizing any EXECUWARE-provided Link, you agree that you will cooperate fully with us in order to establish and maintain such Link. You also agree that you will display only those Links that are provided by us, and you will substitute such Links with any new or update Links provided by us from time to time throughout the term of this Affiliate Agreement. All Links may be modified by us and/or expanded from time to time throughout the term of this Affiliate Agreement. We reserve the right to monitor your Links and to demand changes to the placement or any other aspect of your use of the Link if, in our sole discretion, we believe that your Link negatively affects EXECUWARE in any way. Proper use and coding of the Link is the sole responsibility of the Affiliate.
2.3. Each Link connecting users of Your Site to the pertinent area of Our Site shall in no way alter the look, feel or functionality of Our Site.
2.4. To obtain permission to advertise the Link in ways not specifically permitted by this Affiliate Agreement, you must email EXECUWARE with your proposed advertising method, Affiliate ID, and personal contact information and we will then contact you regarding this request. Such requests will be given due consideration, however, EXECUWARE reserves the right to deny any such requests without reason or justification, in EXECUWARE's sole discretion.
2.5. You understand that the Links and any related banners, graphics, artwork, or text are EXECUWARE's intellectual property, and that your use of those links is governed by the terms of this Affiliate Agreement, including without limitation Articles 2, 4, and 9, and by all relevant laws.
2.6 You are responsible for all activity occurring on your user accounts and those of your employees or agents. You shall, and shall ensure that your employees and agents shall, maintain the confidentiality of any non-public authentication credentials associated with your use of the Affiliate Program, and shall promptly notify EXECUWARE of any known or suspected security incidents or misuse of your accounts or authentication credentials.
2.7 Subject to the terms and conditions of this Affiliate Agreement, you may promote EXECUWARE through one or more sub-affiliates (each, a “Sub-Affiliate”), provided you ensure that all Sub-Affiliates comply with the terms of this Affiliate Agreement, including but not limited to Section 4 hereof. You acknowledge and agree that you shall be solely liable for any violations of this Affiliate Agreement by your Sub-Affiliates, and that any such violations may result in termination of this Affiliate Agreement. Without prejudice to EXECUWARE’s other rights and remedies under this Affiliate Agreement, you agree to terminate any Sub-Affiliate which EXECUWARE believes has violated the terms of this Affiliate Agreement immediately upon EXECUWARE’s written request.
3. Our Responsibilities
3.1. EXECUWARE (including relevant EXECUWARE Entities) or our respective affiliates and Subcontractors (as defined below), in our sole discretion and for our sole account, will be responsible for:
3.1.1. providing all information necessary to allow you to make appropriate Links from Your Site to Our Site;
3.1.2. processing orders for EXECUWARE Services placed by a customer following a Link from Your Site;
3.1.3. tracking the number and amount of sales generated by the Link from Your Site;
3.1.4. providing information to you regarding Commission payments;
3.1.5. provision of the EXECUWARE Services and any related credit card authorizations, payment processing, cancellations, returns, and customer service; and
3.1.6. establishing commission schedules and payouts of earned Commissions as detailed in Section 6 of this Affiliate Agreement.
3.2. EXECUWARE may, in its sole discretion, perform the EXECUWARE Services and any of the services set forth in Section 3.1 by or through third parties (each, a "Subcontractor") or any other employees, agents, or independent contractors.
3.3. You authorize the disclosure of any information provided by you, including personal information, to EXECUWARE (including relevant EXECUWARE Entities) or our respective affiliates and Subcontractors for the purpose of carrying out our obligations under this Affiliate Agreement and as otherwise permitted pursuant to EXECUWARE’s Privacy Policy.
3.4. EXECUWARE hereby represents and warrants to Affiliate that (i) it has the right to provide the Links to Affiliate; and (ii) if EXECUWARE’ business requires a license, EXECUWARE holds such a validly issued license in good standing in eligible states throughout the term of the Affiliate Agreement.
4. Your Responsibilities
4.1. If you qualify and agree to participate as a EXECUWARE Affiliate:
4.1.1. You may display the provided Link prominently throughout Your Site as you see fit and without our prior consent subject to the terms and limitations of this Affiliate Agreement.
4.1.2. You are not entitled to participate and promote on Your Site any sweepstakes, contests, and special promotions we may offer, and in connection therewith without EXECUWARE’s express written consent, and EXECUWARE shall have full discretion as to whether we make such contests and promotions available to users of Your Site. If we do decide to allow affiliates to participate, you will be provided with approved licensed ads only for those you are allowed to offer, and you may become entitled to earn referral fees as set forth in Sections 5 and 6 below.
4.1.3. You shall not misrepresent EXECUWARE or its products or services, or otherwise make any claims, representations, or warranties in connection with EXECUWARE (including without limitation representations about the EXECUWARE Services on Your Site) other than as expressly authorized by EXECUWARE, and
4.1.4. You shall have no authority to, and shall not bind EXECUWARE to any obligations, except as may be expressly set forth herein to the contrary or as otherwise agreed to and approved in advance in writing by EXECUWARE. Nothing in this Affiliate Agreement nor any conduct of either party shall be deemed to constitute an employment or agency relationship.
4.2. You are solely responsible for ensuring that You, the content of Your Site, and any products and services that you offer from Your Site comply with all applicable domestic and foreign, federal, state and local laws, rules, regulations and ordinances (collectively, "Laws") including, without limitation laws pertaining to: consumer protection; marketing and promotion, whether online, via e-mail or telephone, or otherwise; finance and credit; bribery and corruption; and all applicable privacy laws, including the General Data Protection Regulation (“GDPR” ).
4.3. You will comply with the provisions of the Data Protection Affiliate Agreement attached hereto as Exhibit 1.
4.4. You will prominently post and make available to end-users, prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to EXECUWARE and its Subcontractors for use as intended by EXECUWARE and Subcontractors.
4.5. E-mail marketing is not permitted under the Affiliate Program except as agreed to by EXECUWARE in writing, in its sole discretion.
4.6. You are solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; providing clear and conspicuous notice and obtaining consent prior to the placement of any cookies or software (including but not limited to adware or spyware) onto an individual’s computer; and ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libellous or otherwise illegal. We disclaim all liability for all such matters.
4.7. You may not:
4.7.1. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using the Link on Your Site to access Our Site;
4.7.2. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
4.7.3. take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;
4.7.4. use unsolicited commercial email (UCE), spam, search engine spam, or other illegal or unethical means by which to generate Commissions
4.7.5. use any mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end user customers;
4.7.6. other than providing the Link on Your Site in accordance with this Affiliate Agreement, post or serve any advertisements or promotional promoting the EXECUWARE Services or Our Site or otherwise around or in conjunction with the display of the EXECUWARE Site (e.g., through any "framing" technique or technology or intrusive or persistent pop-up or pop-under windows) or on chat rooms or message or bulletin boards;
4.7.7. seek to purchase or register any keywords, search terms or other identifiers related to the trademarks of EXECUWARE or any EXECUWARE Entity and the EXECUWARE logo or the trade or service marks or names of EXECUWARE's competitors, including misspellings or variations thereof (collectively, “Prohibited Keywords”) for use in any search engine, portal, sponsored advertising service or other search or referral service, and you agree to set negative keywords for or otherwise exclude such Prohibited Keywords in all such services;
4.7.8. seek to purchase or register any domains or other identifiers that include variations on the trade or service marks or names of EXECUWARE, an EXECUWARE Entity, or their respective competitors intended to approximate misspellings or typographical mistakes of same or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service; or
4.7.9. use the Links or otherwise promote EXECUWARE or the EXECUWARE Services using or in connection with any coupon, discount, cashback, refund, or other rewards site.
4.8. If we determine, in our sole discretion, that you have engaged in any of the activities outlined in Section 4.7, we may (without limiting any other rights or remedies available to us) withhold any Commissions otherwise payable to you under this Affiliate Agreement and/or suspend or terminate this Affiliate Agreement.
4.9. We have the right, but not the obligation, in our sole discretion, to monitor Your Site and your usage of the Link at any time and from time to time to determine if you are in compliance with the terms of this Affiliate Agreement.
4.10. We may be obligated under relevant national or local law to obtain certain tax information or documentation from Affiliate Program participants prior to acceptance in the Affiliate Program or payment of any commissions or report such payments to tax or other governmental authorities, and you consent to any such information gathering or reporting. If we believe we are obligated to obtain tax information or documentation from you and you do not provide this information, we may withhold Affiliate payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain such information.
4.11. You will be responsible for reporting and paying all charges, fees, levies, imposts, duties, tariffs or other assessments imposed by or payable to any federal, state, local or foreign tax or governmental authority, including without limitation, sales, use, goods, services, value added, transfer, customs, personal property, stamp duty, excise, withholding and other obligations of the same or similar nature (individually and collectively, “Taxes” ) that result from income you may earn through your participation in the Affiliate Program and you agree to fully indemnify, defend, and hold EXECUWARE harmless with respect to any damages or liabilities that: (a) result from your failure to provide the requisite tax reporting information or documentation to EXECUWARE; (b) your failure to properly report and/or pay your taxes to any taxing authority, or (c) are otherwise in any way connected to your tax reporting and payment obligations.
5. Commissions and Fee Schedule
5.1. You will earn Commissions based on the sale of EXECUWARE Services according to the current fee schedule for the Affiliate Program as made available to you on the Affiliate Portal from time to time, and this Affiliate Agreement. We reserve the right to modify the Commission on the EXECUWARE Services at any time.
5.2. Subject to the Payments and Fees Schedule, we will pay you, a single referral fee ("Commission") on the initial sale of EXECUWARE Services to new customers which meet the requirements set forth in this Affiliate Agreement, as determined by EXECUWARE in its sole discretion (“Valid Sales”). Commissions will be paid only on the primary product in the cart for each transaction. Your entitlement to an earned commission will accrue only if the customer:
5.2.1 accesses Our Site through the use of a qualified, correctly structured Link and completes the order for EXECUWARE Services no later than 30 days after the initial click-through of the Link; provided, however, that the Affiliate Program works on a “last affiliate wins” system, meaning the most recent affiliate who got the click should be credited with the sale;
5.2.2. purchases the EXECUWARE Services using our online signup process;
5.2.3. remits full payment to us;
5.2.4. remains a customer in good standing for at least 60 days from the contract activation date.
5.3. The Affiliate Program is intended for commercial use only. You will not be compensated for sales to existing EXECUWARE customers.
5.4. Valid Sales do not include sales which:
5.4.1. are directly or indirectly made by or on behalf of Affiliate or Affiliate’s employees, representatives, or affiliated companies;
5.4.2. which are obtained through Fraud (as defined in Section 5.9) or misuse of a Link;
5.4.3. are subject to a charge back or which are otherwise refunded or credited back to the customer; or
5.4.4. are otherwise deemed by EXECUWARE to be in violation of this Affiliate Agreement or the terms of the Affiliate Program in EXECUWARE’s sole discretion.
5.5. EXECUWARE shall automatically generate a report for Valid Sales and Commissions payable under this Affiliate Agreement and shall remit payment to Affiliate based upon that report. All tracking of Links and determinations of Commissions shall be made by EXECUWARE in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to EXECUWARE in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims or challenges based upon that invoice.
5.6. EXECUWARE will raise a Self-billing invoice based on Commissions report.
5.7. Payment will be made to you for Valid Sales on a monthly basis, either via the payment method which you keep on file with EXECUWARE, at our discretion, provided that the total Commissions EXECUWARE owes you is greater than $/£/€50 or, upon at least 30 days written notice, such other amount as EXECUWARE may determine in its sole discretion from time to time. Accounts with a balance of less than $/£/€50 will roll over to the next month and will continue to accrue monthly until the $/£/€50 minimum is reached.
5.8. EXECUWARE may, at its absolute discretion, withhold or offset payment against previously paid Commissions for any Valid Sale which is later determined to be invalid. EXECUWARE is under no obligation whatsoever to pay any Commission to any Affiliate who breaches this Affiliate Agreement and its guidelines, as modified from time to time, or any other agreement with EXECUWARE. EXECUWARE's determination of the Commissions due shall be dispositive.
5.9. EXECUWARE reserves the right to take legal action against any fraud, or conspiracy to defraud and to recover any Commissions paid to an Affiliate which were earned as a result of such fraud. “Fraud” includes, but is in no way limited to, using fraudulent credit card or other payment information; using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. EXECUWARE shall make all determinations about fraudulent activity in its sole discretion.
6. Policies and Pricing
Customers who buy EXECUWARE Services through the Affiliate Program are bound by EXECUWARE’s General Terms and Conditions of Service. We may change our services, products, pricing, policies and operating procedures at any time, in our sole discretion. For example, we will determine the prices to be charged for EXECUWARE Services sold through the Affiliate Program or otherwise in accordance with our own pricing policies.
7. Publicity
You shall not create, publish, distribute, or permit any written or graphical material that makes reference to EXECUWARE or any EXECUWARE Entity other than those mentioned in this Affiliate Agreement or otherwise provided by EXECUWARE, without our prior written consent, in our sole discretion.
8. Licenses and Intellectual Property
8.1. We grant you a non-exclusive, non-transferable, revocable right:
8.1.1. to allow access to Our Site from Your Site through the Link solely in accordance with the terms of this agreement; and
8.1.2. solely in connection with the Link, to use our logos, trade names, trademarks and similar identifying material relating to us and which we provide to you (collectively, the "Licensed Materials"), for the sole purpose of establishing a Link to Our Site so users of Your Site can purchase EXECUWARE Services.
8.2. You may not alter, modify, or change the Link or Licensed Materials in any way. You may use only authorized, licensed advertising creatives or ads.
8.3. Other than establishing a link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. You shall not in any way imply that the Link or Licensed Materials are associated with any other company or any third-party products or services. We, in our sole discretion, may revoke your license to use our Link or the Licensed Materials at any time. Affiliate shall comply with all guidelines provided by EXECUWARE with respect to the text or graphic reproduction, appearance, and "look and feel" related to the marketing and representation of the Links and EXECUWARE.
8.4. Any unauthorized use of the EXECUWARE links, text, banners or other ads not approved of or provided by EXECUWARE may be cause for immediate termination of this Affiliate Agreement.
8.5. Except for the license granted under this Article 8, you do not obtain any rights under this Affiliate Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Licensed Materials, the Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to any EXECUWARE domain name or web properties. You shall not assert the invalidity, unenforceability, or contest the ownership by EXECUWARE of the Licensed Materials, the EXECUWARE Site, or any related links, artwork, logos or other materials in any action or proceeding of whatever kind or nature and shall not take any action that may prejudice EXECUWARE's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
8.6. You grant to us a non-exclusive license to utilize your company name and logo, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner your participation in the Affiliate Program or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicize. You will remain the sole owner of the Affiliate Trademarks and Your Site, including any intellectual property rights arising in connection with the services provided by You. Furthermore, You will remain the sole owner of any right, title and interest in any ads, multimedia images, graphics, text, data or other objects created or originated by Affiliate in furtherance of this Affiliate Agreement, and EXECUWARE may not use such content without prior written approval.
9. Term of this Affiliate Agreement and Termination
9.1. The term of this Affiliate Agreement will begin upon Our acceptance of your enrolment pursuant to Section 1.1 and will end when terminated by either party. EXECUWARE may terminate this Affiliate Agreement immediately at any time, with or without cause, by disabling the Links or providing You with written notice. You may terminate this Affiliate Agreement at any time by written notice.
9.2. Upon termination of this Affiliate Agreement:
9.2.1. EXECUWARE's acceptance of referrals obtained through Your Site shall not constitute a continuation or renewal of this Affiliate Agreement or a waiver of such termination;
9.2.2. you shall be entitled only to those Commissions, if any, earned by you on Valid Sales made on or prior to the date of termination, excluding without limitation amounts due to actual fraud, credit card fraud, credit card;
9.2.3. you shall in no event be entitled to Commissions with respect to referrals delivered after the date of termination, irrespective of whether any service or product order, contract, or commitment relating thereto was entered into prior to the date of termination;
9.2.4. upon termination, all of Your rights and licenses under this Affiliate Agreement shall immediately terminate and you shall remove the Link or other Licensed Materials from Your Site; and
9.2.5. you shall return to EXECUWARE any Confidential Information, and all copies thereof, in your possession, custody and control.
9.3. Upon any termination of this Affiliate Agreement, you and EXECUWARE will be released from all obligations and liabilities to the other occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve you from any liability arising from any breach of this Affiliate Agreement occurring prior to termination.
10. Modification
10.1. We reserve the right to modify any of the terms and conditions contained in this Affiliate Agreement at any time and from time to time, in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available referral fees, commission schedules, payment procedures and Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AS PROVIDED IN ARTICLE 9.
10.2. Your continued participation in the Affiliate Program following our posting of a change notice or new Affiliate Agreement on the affiliate portal will constitute binding acceptance of the change. No amendment, modification or supplement to this Affiliate Agreement shall be effective unless it is posted by an authorized representative of EXECUWARE at the affiliate portal.
11. Relationship of Parties
You and EXECUWARE are independent contractors, and nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section.
12. Your Representations and Warranties
12.1. You hereby represent and warrant to us that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use the Affiliate Trademarks in the manner contemplated herein, and that such grant does not and will not:
12.1.1. breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or
12.1.2. infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.
12.2. You further represent that:
12.2.1. You are duly organized, validly existing, and in good standing under the laws of the state or country of your origin, or you are an adult at least eighteen (18) years of age;
12.2.2. you have all requisite power and authority to enter into this Affiliate Agreement and to carry out and perform your obligations under the terms of this Affiliate Agreement;
12.2.3. This Affiliate Agreement has been duly authorized, executed, and delivered by you and is a valid and binding obligation enforceable in accordance with its terms; and
12.2.4. The execution, delivery, and performance of and compliance with this Affiliate Agreement does not and will not: (i) conflict with, or constitute a default under any agreement to which you are a party; (ii) result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of your properties or assets; (iii) result in any violation of your governing documents; or (iv) violate any order, status, rule or regulation applicable to you.
13. Confidentiality and Data Protection
13.1. Except as otherwise provided in this Affiliate Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Affiliate Agreement, business and financial information, Affiliate and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its affiliates.
13.2. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information to its accountants, lawyers, or other agents on a confidential basis, and
13.3 Should you be required under applicable law, rule, or regulation, or pursuant to the order of any court or governmental entity of legal process of any governmental entity of competent jurisdiction to disclose Confidential Information in its possession, custody or control, you shall:
13.3.1. give at least ten (10) days prior written notice of such disclosure;
13.3.2. use best efforts to limit such disclosure; and
13.3.3. make such disclosure only to the extent so required.
13.4. Your obligations hereunder with respect to Confidential Information shall survive the expiration or earlier termination of this Affiliate Agreement.
14. Limitation of Liability
14.1. THE EXECUWARE SERVICES AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND MATERIALS. WE AND THE EXECUWARE ENTITIES AND OUR RESPECTIVE AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT THE SERVICES AND MATERIALS, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. FOR THE PURPOSES OF THIS SECTION 14.1, “SERVICES AND MATERIALS” MEANS THE EXECUWARE SERVICES; THE AFFILIATE PROGRAM, INCLUDING THE LINKS; OUR AND ANY EXECUWARE ENTITY’S DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE EXECUWARE MARKS); AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE AFFILIATE PROGRAM (COLLECTIVELY THE "SERVICES AND MATERIALS"),
14.2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER EXECUWARE NOR ITS AFFILIATES OR SUBCONTRACTORS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, YOUR CUSTOMERS, FOR INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF EXECUWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
14.3. UNDER NO CIRCUMSTANCES SHALL EXECUWARE OR ITS AFFILIATES OR SUBCONTRACTORS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, CUSTOMERS, FOR ANY LOSS, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS, OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE AFFILIATE PROGRAM OR EXECUWARE OR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF EXECUWARE.
15. Indemnification
15.1. You hereby agree to indemnify and hold harmless EXECUWARE, its parent company, sister companies, subsidiaries and affiliates, Subcontractors and their respective directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including without limitation reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on, or in any way connected with this Affiliate Agreement, including but not limited to:
15.1.1. any breach by you of any warranty, representation, or agreement contained herein;
15.1.2. your negligence;
15.1.3. any injury (including death) to persons or damages to property caused directly or indirectly by your negligent or intentional acts or omissions;
15.1.4. the unauthorized use of any EXECUWARE intellectual property, including but not limited to the Licensed Materials;
15.1.5. any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party;
15.1.6. any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein;
15.1.7. the development, operation, and maintenance and of Your Site and products and services offered from Your Site; or
15.1.8. any claim related to Your Site not attributable to us.
16. Notification
16.1. All notices to us in connection with this Affiliate Agreement shall be deemed given as of the day they are received either by messenger, delivery service, postage prepaid, certified, or registered, return receipt requested, and addressed as follows:
EXECUWARE GROUP LTD
3rd Floor
22 Wenlock Road
London
N1 7GU
Attention: Affiliate Program Manager
16.2. Any notice under this Affiliate Agreement shall be given by EXECUWARE to you via email at the address provided by you to EXECUWARE at the commencement of this Affiliate Agreement or as EXECUWARE is subsequently advised in writing. Notice to you at this address is deemed sufficient regardless of your receipt of such email.
17. Independent Investigation
You acknowledge that you have read this Affiliate Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with Your Site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Affiliate Agreement. YOU UNDERSTAND THAT YOUR PARTICIPATION IN THE AFFILIATE PROGRAM IS AT YOUR OWN RISK AND IN NO WAY IS A GUARANTEE THAT YOU WILL EARN ANY INCOME FROM SUCH PARTICIPATION.
18. Miscellaneous
18.1. You shall not assign or delegate your obligations under this Affiliate Agreement, either in whole or in part, without the prior written consent of EXECUWARE, in its sole discretion. Any attempted assignment in violation of the provisions of this Affiliate Agreement, whether by operation of law or otherwise, will be void. EXECUWARE may assign the Affiliate Agreement or any portion hereof/thereof, to: (i) an acquirer of all or substantially all of EXECUWARE's equity, business or assets; (ii) a successor in interest whether by merger, reorganization or otherwise; or any entity controlling or under common control with such party. Subject to that restriction, this Affiliate Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
18.2. If any provision of this Affiliate Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Affiliate Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions hereof are severable.
18.3. No delay or failure by EXECUWARE in exercising any right under this Affiliate Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
18.4. The rights and remedies of EXECUWARE hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Affiliate Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Affiliate Agreement shall limit or affect any rights at law or otherwise of EXECUWARE for a breach or threatened breach of any provision hereof, it being the intent of this provision to make clear that the respective rights and obligations of EXECUWARE shall be enforceable in equity as well as at law or otherwise.
18.5. This Affiliate Agreement shall not be construed or interpreted in favour or against EXECUWARE or you on the basis of draftsmanship or preparation of the Affiliate Agreement.
18.6. The headings, captions, and other typographical formatting used in this Affiliate Agreement are used for convenience only and are not to be considered in construing or interpreting this Affiliate Agreement.
19. Governing Law and Dispute Resolution
19.1 This Affiliate Agreement is governed by the laws of England & Wales. The United Nations Convention for the International Sale of Goods does not apply to the Affiliate Agreement.
19.2 EACH PARTY AGREES THAT ANY DISPUTE BETWEEN THEM ARISING OUT OF, BASED ON, OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL RULES THEN IN EFFECT OF THE APPOINTED DISPUTE RESOLUTION SERVICE. Such arbitration shall be held in London, England. Judgment upon the award rendered shall be final and non-appealable and may be entered in any court having jurisdiction. Each party shall bear its own expenses arising out of any such proceeding, except that the fees and costs of any arbitrator(s) shall be borne equally by the parties. Notwithstanding the obligations set forth in this paragraph, each party shall be permitted to seek equitable relief from a court having jurisdiction to prevent the unauthorized misuse of their respective trademarks. The provisions of this paragraph shall survive the expiration or earlier termination of this Affiliate Agreement. EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.
20. Entire Affiliate Agreement
Together with the above guidelines and, if applicable, the EXECUWARE General Terms and Conditions, this Affiliate Agreement constitutes the entire agreement between the Parties. No prior or contemporaneous written or oral representation of the Affiliate Program form a part of this Affiliate Agreement, and this Affiliate Agreement supersedes all prior agreements between the Parties relating to the subject matter of this Affiliate Agreement.
21. Governing Language
The governing language for this Affiliate Agreement will be English, and no concurrent or subsequent translation of this Affiliate Agreement into any language will modify any term of this Affiliate Agreement.
Version: MAY 1st, 2023
© 2023 EXECUWARE GROUP LTD
Exhibit 1
Data Protection Affiliate Agreement
This Data Processing Addendum ("Addendum") is incorporated by reference into the Affiliate Program Terms and Conditions (“Affiliate T&C”), as updated from time to time, by and between you (“Affiliate”), and EXECUWARE and/or its affiliated companies (“EXECUWARE” or “Processor”), (collectively, the "Affiliate Agreement''). This Addendum is entered into as of the later of the dates beneath the parties' signatures below.
This Addendum is supplemental to the Affiliate Agreement and sets out the terms that apply when Personal Data, as defined in the Data Protection Legislation, is processed by EXECUWARE on behalf of Affiliate under the Affiliate Agreement. The purpose of the Addendum is to ensure such processing is conducted in accordance with applicable laws and with due respect for the rights and freedoms of individuals whose Personal Data are processed.
Capitalized terms used but not defined in this Addendum have the same meanings as set out in the Affiliate Agreement.
Data Protection Legislation: means all laws and regulations, including laws and regulations of (i) the General Data Protection Regulation (“GDPR”) ((EU) 2016/679), (ii) California Consumer Privacy Act (“CCPA”), Cal. Civ. Code §1798.100 et seq., (iii) any national or state implementing laws, regulations and secondary legislation, as amended or updated from time to time, and (iv) when the GDPR is no longer directly applicable in the UK, then any successor legislation to the GDPR or the Data Protection Act 1998.
1. Applicability
1.1 Applicability. This Addendum shall only apply to the Affiliate Agreement to the extent Affiliate is established in a jurisdiction with applicable Data Protection Legislation (for example, within the European Union (“EU”) and Switzerland for the GDPR, or within the state of California for CCPA) and/or to the extent EXECUWARE processes Personal Data of Data Subjects located in the relevant jurisdiction on behalf of Affiliate.
2. Data Protection
2.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.
2.2 The subject matter and duration of processing, nature and purpose of processing, specific types of Personal Data that EXECUWARE will process and categories of Data Subjects whose Personal Data will be processed are set forth in Schedule 1 (Scope of Processing). The parties acknowledge that for the purposes of the Data Protection Legislation, the Affiliate is the data controller and EXECUWARE is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
2.3 Without prejudice to the generality of clause 2.1, the Affiliate, as Controller, shall be responsible for ensuring that, in connection with Affiliate Personal Data and the Services, (i) it has complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including all applicable Data Protection Legislation; and (ii) it has, and will continue to have, the right to transfer, or provide access to, the Personal Data to EXECUWARE for processing in accordance with the terms of the Affiliate Agreement and this Addendum.
2.4 Affiliate instructs EXECUWARE to process Personal Data (a) in accordance with the Affiliate Agreement and Schedule 1; (b) to provide the Services and any related technical support; (c) as further specified via Affiliate’s use of the Services (including in the settings and other functionality of the Services) and any related technical support; and (d) to comply with other reasonable instructions provided by Affiliate where such instructions are consistent with the terms of the Affiliate Agreement and this Addendum. Affiliate will ensure that its instructions for the processing of Personal Data shall comply with all applicable Data Protection Legislation. If EXECUWARE believes or becomes aware that any of Affiliate’s instructions conflict with any Data Protection Legislation, EXECUWARE shall inform Affiliate immediately. EXECUWARE may process Personal Data other than on the instructions of Affiliate if it is required under applicable law to which EXECUWARE is subject. Where EXECUWARE is relying on applicable law as the basis for processing Personal Data, EXECUWARE shall promptly notify the Affiliate of this before performing the processing required by the applicable laws unless those applicable laws prohibit EXECUWARE from so notifying the Affiliate.
2.5 EXECUWARE shall, in relation to any Personal Data processed in connection with the performance by EXECUWARE of its obligations under this Affiliate Agreement:
(a) implement appropriate technical and organizational measures (please refer to schedule 2) to safeguard Personal Data, taking into account the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons;
(b) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(c) comply with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
(d) assist the Affiliate, at the Affiliate's cost and by appropriate technical and organizational measures considering the nature of processing, in fulfilling Affiliate’s obligations to respond to Data Subject requests under the Data Protection Legislation, to the extent Affiliate does not have access to the Personal Data necessary to respond to such requests through its use or receipt of the Services. For the avoidance of doubt, Affiliate is responsible for responding to Data Subject request for access, correction, restriction, objection, erasure or data portability of that Data Subject’s Personal Data;
(e) take reasonable measures to cooperate and assist Affiliate in conducting a data protection impact assessment and related consultations with any supervisory authority, if Affiliate is required to do so under the Data Protection Legislation;
(f) notify the Affiliate without undue delay on becoming aware of a Personal Data breach, provided that such breach is not caused by Affiliate or Affiliate’s personnel or end users;
(g) make available to Affiliate all information reasonably necessary to demonstrate EXECUWARE’s compliance with this Addendum. If so entitled under applicable Data Protection Legislation, Affiliate may engage a mutually agreed upon third party to audit EXECUWARE no more than once per year and solely for the purposes of meeting its audit requirements pursuant to applicable Data Protection Legislation. To request an audit, Affiliate must submit a detailed audit plan at least four (4) weeks in advance of the proposed audit date describing the proposed scope, duration, and start date of the audit. Audit requests must be sent to legal@Execuware.com. The auditor must execute a written confidentiality agreement acceptable to EXECUWARE before conducting the audit. The audit must be conducted during regular business hours, subject to EXECUWARE’s policies, and may not unreasonably interfere with EXECUWARE’s business activities. Any audits are at Affiliate’s sole cost and expense;
(h) upon termination or expiration of the Affiliate Agreement, in accordance with the terms of the Affiliate Agreement, cease all processing of Affiliate Personal Data and delete or make available to Affiliate for retrieval all relevant Affiliate Personal Data in EXECUWARE’s possession, except as otherwise prohibited or allowed by any applicable law. EXECUWARE shall extend the protections of the Affiliate Agreement and this Addendum to any such Personal Data and limit any further processing of such Personal Data to only those limited purposes that require the retention.
2.6 The Affiliate consents to the use of those companies listed in the Privacy Policy as third-party processors of Personal Data under this agreement (“Subprocessors”). EXECUWARE will contractually impose data protection obligations on its Subprocessors that are at least equivalent to those data protection obligations imposed on EXECUWARE under this Addendum. As between the Affiliate and EXECUWARE, EXECUWARE shall remain fully liable for all acts or omissions of any Subprocessor appointed by it pursuant to this Section 2.6. If EXECUWARE engages a new Subprocessor in a manner that such Subprocessor will process Affiliate’s Personal Data, EXECUWARE will notify Affiliate by updating its list of Subprocessors located on its website and informing Affiliate of the change via email or the use of its Affiliate portal. If, within 30 days of receipt of that notice, Affiliate notifies EXECUWARE in writing of any objections (on reasonable grounds) to the proposed addition, the parties will work together to find a mutually agreeable solution. In case the parties are not able to find a mutually agreeable solution, EXECUWARE is entitled to terminate agreement and addendum without notice.
2.7 Personal data collected on our websites may be stored and processed in the United States or any other country in which EXECUWARE and its Subprocessors or their respective subsidiaries and affiliates maintain facilities, including countries which may not have data protection laws similar to the laws in the country from which you initially provided the information. By choosing to use and submit data via the EXECUWARE Site or the Affiliate Program you consent to any such transfer of information outside of your country.
3. Miscellaneous
3.1 Except as stated in this Addendum, the Affiliate Agreement will remain in full force and effect. If there is a conflict between the Affiliate Agreement and this Addendum, the terms of this Addendum will control as it relates to processing Affiliate Personal Data.
3.2 Any claims brought under this Addendum shall be subject to the terms and conditions, including by not limited to, the exclusion and limitations set forth in the Affiliate Agreement.
Schedule 1
Scope of Processing
Details of Data Processing
1. Subject matter: The subject matter of the data processing under this Addendum is the Affiliate Personal Data as defined under the appropriate Data Protection Legislation or as otherwise defined in the Affiliate Agreement.
2. Duration: As between EXECUWARE and Affiliate, the duration of the data processing under this Addendum is until the termination of the Affiliate Agreement in accordance with its terms, except as otherwise required by applicable law.
3. Purpose: The purpose of the data processing under this Addendum is the provision of the Services to the Affiliate and the performance of EXECUWARE's obligations under the Affiliate Agreement (including this Addendum) or as otherwise agreed by the parties in mutually executed written form.
4. Nature of the processing: EXECUWARE provides application and advertising attribution solutions and other Services as described in the Affiliate Agreement, which process Affiliate Personal Data upon the instruction of the Affiliate in accordance with the terms of the Affiliate Agreement.
5. Categories of data subjects: Affiliate may submit Affiliate Personal Data to the Services, the extent of which is determined and controlled by Affiliate in its sole discretion, and which may include, but is not limited to, Personal Data relating to the following categories of data subjects:
(a) Employees, agents, advisors, representatives, consultants, partners of Affiliate (who are natural persons); and/or
(b) Affiliate’s end-users authorized by Affiliate to use the Services.
6. Types of Personal Data: Affiliate may submit Affiliate Personal Data to the Services, the extent of which is determined and controlled by Affiliate in its sole discretion, and which may include, but is not limited to, the following types of Personal Data: identification and contact data; financial information; and/or certain information about Affiliate’s end users (such as IP address and advertising identifier).
7. Sensitive Personal Data (if applicable): Affiliate shall not send EXECUWARE any Sensitive Personal Data (as defined in the Data Protection Legislation).
Schedule 2
Technical And Organisational Security Measures
1. Access control to premises and facilities
Measures to prevent unauthorized persons from gaining access to data processing systems with which personal data are processed or used:
Physical access controls to enter premises include magnetic locks and badge readers. Physical access to interior is subdivided with restricted areas requiring addition badge access privileges. Building receptionists require guest sign-in, ID check, and printed visitor badges with visitor photograph and date of visit. Visitations are logged. Video surveillance in present at office spaces and coverage is present at interior and exterior, including face-level camera at headquarters receptionist entrance. As part of annual Security Awareness Training, EXECUWARE AND ITS SUBPROCESSORS staff are trained in concepts of physical security and understand procedures for contacting security personnel if needed.
2. Access control to systems
Measures to prevent data processing systems from being used without authorization:
EXECUWARE AND ITS SUBPROCESSORS are employing a ‘least privilege’ model that provided the minimum level of authorization and access required for an employee to perform job duties.
A unique user ID and password is provided to each employee for the duration required to perform job duties. All user accounts and access rights are managed by EXECUWARE AND ITS SUBPROCESSORS IT/Ops/Security personnel.
EXECUWARE AND ITS SUBPROCESSORS are maintaining a password policy that dictates password usage parameters, including: strength, complexity, expiry, reuse, expiration, and account lockout. Password policy is enforced through software controls and regular security audits.
Where possible, EXECUWARE AND ITS SUBPROCESSORS are employing two-factor authentication, requiring users to provide username, password, and a second token for access to systems. EXECUWARE AND ITS SUBPROCESSORS’s two-factor authentication system is fully managed and documented certificate management procedures are employed by IT and Security personnel.
Per SOC 2 requirements, regular audits are performed to ensure that correct level of authorization and access is maintained across systems and data.
3. Access control to data
Measures to ensure that persons entitled to use a data processing system have access only to the data to which they have a right of access, and that personal data cannot be read, copied, modified or removed without authorization in the course of processing or use and after storage:
EXECUWARE AND ITS SUBPROCESSORS are employing a ‘least privilege’ model that provided the minimum level of authorization and access required for an employee to perform job duties. User accounts are configured to restrict user privileges based on job duties, project responsibilities and other business activities.
External access to EXECUWARE AND ITS SUBPROCESSORS assets is restricted, following the same least privilege model, and requires two-factor authorization and authentication. External access controls are configured and monitored by EXECUWARE AND ITS SUBPROCESSORS IT and Security personnel.
Per SOC 2 requirements, regular audits are performed to ensure that correct level of authorization and access is maintained across systems and data.
4. Transmission control
Measures to ensure that personal data cannot be read, copied, modified or removed without authorization during electronic transmission or transport, and that it is possible to check and establish to which bodies the transfer of personal data by means of data transmission facilities is envisaged:
EXECUWARE AND ITS SUBPROCESSORS are maintaining firewalls and encryption technologies to protect gateways and pipelines through which data travels. All data in transit to or from EXECUWARE AND ITS SUBPROCESSORS platforms is encrypted and transmitted across SSL-protected channels. SSL transactions are logged and can be audited by EXECUWARE AND ITS SUBPROCESSORS Engineering, IT, and Security personnel.
5. Input control
Measures to ensure that it is possible to check and establish whether and by whom personal data have been input into data processing systems, modified or removed:
EXECUWARE AND ITS SUBPROCESSORS software platforms require user authentication prior to data input. Actions performed within software applications are logged. System time-out after user non-activity occurs after a predetermined time period
Per data centre policy, physical access to data processing areas is not permitted.
6. Job control
Measures to ensure that, in the case of commissioned processing of personal data, the data are processed strictly in accordance with the instructions of the data exporter:
EXECUWARE AND ITS SUBPROCESSORS are providing information security training and policies and procedures for employees responsible for processing of personal data to ensure that data is processed in accordance with data exporter instructions.
7. Availability control
Measures to ensure that personal data are protected from accidental destruction or loss:
EXECUWARE AND ITS SUBPROCESSORS are maintaining documented and management-approved business continuity, incident response, data backup, and disaster recovery procedures designed to maintain business operations and redundancy of critical systems and data. EXECUWARE AND ITS SUBPROCESSORS are performing regular testing to ensure that availability supporting systems function properly.
8. Segregation control
Measures to ensure that data collected for different purposes can be processed separately:
Access to personal data is restricted by user access and authorization controls specific to EXECUWARE AND ITS SUBPROCESSORS software application platforms.
EXECUWARE AND ITS SUBPROCESSORS application data is logically separated, per unique identifier, at the database layer. Access to database contents is scoped appropriately per unique user account.
EXECUWARE AND ITS SUBPROCESSORS are maintaining separate environments for development and testing, research and development, and production systems and data.
9. Pseudonymization
EXECUWARE AND ITS SUBPROCESSORS implemented certain methods to help clients pseudonymize (“hash” or, in some cases, “salt”) certain raw data so that it is stored in a “pseudonymous” form within their account. More information about how we pseudonymize specific data points are available in our support documents.
Hash values are unique, in that it is extremely unlikely that another text string will produce the same hash value. Hash values are not random, in that the same text string will produce the same hash value every time. Hash values are “one-way”.
EXECUWARE AND ITS SUBPROCESSORS are supporting various standard hashing algorithms to encrypt personal data and securely pass it to EXECUWARE AND ITS SUBPROCESSORS and other third parties, including:
• MD5 - Produces a 128-bit (16-byte) hash value, typically rendered as a 32 digit hexadecimal number.
• SHA-1 - Produces a 160-bit (20-byte) hash value, typically rendered as a 40 digit hexadecimal number.
• SHA-256 - Produces a 256-bit (32-byte) hash value, typically rendered as a 64 digit hexadecimal number.
10. Availability and resilience
EXECUWARE AND ITS SUBPROCESSORS critical infrastructure is spread across multiple physical data centre locations and geographic regions with design emphasis on redundancy and survivability.
EXECUWARE AND ITS SUBPROCESSORS are maintaining documented and management-approved business continuity, incident response, data backup, and disaster recovery procedures designed to maintain business operations and redundancy of critical systems and data.
EXECUWARE AND ITS SUBPROCESSORS are providing customers with service status updates and availability messages.
11. Privacy Management
EXECUWARE AND ITS SUBPROCESSORS are maintaining governance structures in accord with industry-standard privacy practices, including: engaging senior management in data privacy issues, a broad company network of privacy-focused internal stakeholders, enterprise risk assessments, employee-specific privacy policies, provide ongoing education materials with regard to privacy, and company-wide annual privacy and security trainings.
EXECUWARE AND ITS SUBPROCESSORS are maintaining a data map, inventory of personal data and processing activities, and documentation of transfer mechanisms used for cross-border data flows.
EXECUWARE AND ITS SUBPROCESSORS are providing end user privacy policies for each product platform and its corporate website. EXECUWARE AND ITS SUBPROCESSORS are also hosting an internal employee privacy policy.
EXECUWARE AND ITS SUBPROCESSORS are integrating data privacy into their regular product roadmap, new initiatives, information security policies, and internal operations.
12. Data protection-oriented default settings
EXECUWARE AND ITS SUBPROCESSORS’s project and software development lifecycles are carried out with principles of privacy by design and by default, with an aim to prevent rather than remediate data protection breaches. Privacy is the default setting embedded into all phases of design lifecycle. For example, a privacy questionnaire is embedded in the company’s standard project charter template, and certain responses trigger additional diligence by appropriate privacy and security personnel, who stay engaged in product counselling from ideation to development (including secure code checking processes and procedures) through product launch, ongoing iteration, and maintenance. EXECUWARE AND ITS SUBPROCESSORS are sending periodic reminders to key stakeholders of these practices, hosts monthly security meetings and regular privacy-centric dialogues on best practices, and requires all hires to complete an annual privacy and security awareness training. Through transparency to end users and regular auditing of security policies, EXECUWARE AND ITS SUBPROCESSORS are operating with respect for data privacy in a user-centric manner.