Introduction
These terms of service (the “Terms”) govern your access to and use of UPilot and its affiliates’ (“UPilot”, the “Company”, “we”, “us” or “our”) Web sites and the related applications and services offered by the Company under the “UPilot” brand, and the “UPilot” applications and services are accessible via the Company Web site listed below or through Google Play™ or the Apple iTunes App StoreSM (the “UPilot Services” or our “Services”).
By accepting these Terms, either by clicking a box indicating your acceptance, accessing or using the UPilot Services, or by executing an order form that references these Terms (an “Order Form”), you agree to all of the terms set forth herein. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.
You may use the Services only in accordance with these Terms. You may use the Services only if you have the legal power and capacity to form a contract with the Company. The Services will continue to evolve as we refine features and functionality. We may terminate, suspend, or modify the Services, in general or with respect to you, from time to time without cause or prior notice. We may also delete any content or data from the Services at our discretion.
If you have entered into or enter into a master subscription agreement with UPilot INC, for Services other than UPilot, that master subscription agreement shall not apply to the UPilot Services, and UPilot Services shall not be considered a service or product or part of any service or product under such master subscription agreement, unless otherwise expressly agreed in writing by us.
You may not access the UPilot Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the UPilot Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Free Trial
If you register on our website for a free trial, we will make one or more services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the UPilot Service, or (b) the start date of any purchased service subscriptions ordered by you for the UPilot Service. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into these Terms by reference and are legally binding.
If you elect to use the UPilot services for the trial period and do not purchase a subscription before the end of the trial period, your trial subscription for the UPilot services will expire at the end of the trial period and shall not auto-renew. Any data entered into the UPilot services by you or received by you in connection with your use of the UPilot services, and any customizations that may have been made to the UPilot services by you during the free trial period, will be permanently lost unless you purchase a subscription to the UPilot services before the end of the trial period.
Notwithstanding anything to the contrary in this agreement, during the free trial the UPilot services are provided “as-is”, “as-available”, without any warranty or support whatsoever.
Your Data
In order to use our UPilot Services you must link a 3rd party email account to your UPilot Services account. With your permission (which you are granting by using the Services), we will create and update versions of your address book and emails for you to access using the UPilot Services. You will also have the option to import and update versions of your calendar, social media contacts, and mobile phone call history, and you can later choose to upload files to or provide comments through the UPilot Services. This data, along with any electronic data and information submitted by or for you to the UPilot Services, including electronic data and information submitted by or for you through your use of third party applications, or collected and processed by or for you using the UPilot Services (excluding information obtained by the Company from our content licensors or publicly available sources and provided to you, or otherwise provided by the Company to you in connection with the UPilot Services) is referred to as “Your Data.” You retain full ownership to Your Data. We do not claim any ownership to any of it. You grant the Company a worldwide, perpetual license to host, copy, transmit and display Your Data as necessary for the Company to provide the UPilot Services in accordance with these Terms. The foregoing licenses each include all necessary rights and licenses to incorporate Your Data into the UPilot Services’ Indexed Content, as the term is defined in our Privacy Policy, and by acceptance of these Terms, you direct the Company to incorporate Your Data into such Indexed Content. If we are required by a licensor to remove Indexed Content, or receive information that Indexed Content provided to you may violate applicable law or third-party rights, we may so notify you and in such event you will promptly remove such content from your systems.
You are solely responsible for your conduct, the content of Your Data and your communications with others while using the Services. For example, it is your responsibility to ensure that you have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others. You will be responsible for your users’ compliance with these Terms and will use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify us promptly of any such unauthorized access or use.
You acknowledge that the Company has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.
If you install or enable any third-party application for use with the UPilot Service (e.g., Google, Facebook), you grant us permission to allow the provider of that application to access Your Data as required for the interoperation of that third-party application with the UPilot Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a third-party application.
Sharing Your Data and Your Privacy
Subject to the limited exceptions specified in our Privacy Policy, until you choose otherwise, all of Your Data remains visible only to you. However, the Services do allow you to share Your Data with others. If you choose to share Your Data, we cannot be responsible for what those other users do with Your Data, so please carefully consider what you share and with whom you share it.
We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data as described in our Privacy Policy. We do not guarantee that Your Data will be free from loss, theft, misuse, or unauthorized access, disclosure, alteration or destruction. You acknowledge that it is your responsibility to use a secure encrypted connection if you wish to protect Your Data when you are transmitting it to us and to keep your own backup copies of Your Data. You are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of the UPilot Services when you are not using them.
Your Responsibilities
Information and content accessible through the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share any information or content unless you have the right to do so. You, not the Company, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services. You must not upload spyware or any other malicious software to the Service, or use the Service to spam others.
You, and not the Company, are responsible for maintaining and protecting all of Your Data. The Company will not be liable for any loss or corruption of Your Data, or for any costs, fees, or expenses associated with backing up or restoring any of Your Data.
If any information related to your account changes, you must notify us promptly and keep your information current.
You will not import, export, re-export, transfer or otherwise use the Software or UPilot Services in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan and Syria), (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department’s Denied Persons List or Entity List, or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Software (as defined below) or Services, you represent and warrant that you are not located in any such country or on any such list.
You will not engage in activity that would cause the Company to be violation of these laws and regulations, and you agree that you will indemnify the Company for any fines, penalties or other liabilities incurred by the Company for your failure to comply with this provision.
You represent and warrant that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify our Legal Department at compliance@UPilot.com.
You shall pay all fees for the UPilot Services as specified in the billing section of the UPilot Services, or Order Form, if applicable. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever. You are responsible for paying all taxes associated with your purchases. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
Software and Updates
Some parts of our Service require you to download a client software package (“Software”). Subject to these Terms, the Company hereby grants you a limited, nonexclusive, nontransferable, non sublicensable, revocable license to use the Software, solely to access the Services. This license will be automatically revoked if you violate these Terms. We reserve all rights not explicitly granted in these Terms. You must not attempt to reverse engineer the Software or encourage or assist anyone else to do so; however, this restriction will not prohibit reverse engineering for interoperability in the European Union to the extent European Union law forbids such a restriction. The Services may automatically update the Software on your device when a new version becomes available. Subject to the limited rights expressly granted hereunder, we and our licensors reserve all of our/their right, title and interest in and to the UPilot Services and Software, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
Feedback
While we appreciate it when users send us feedback, please be aware that we (or others we authorize) may use in any manner any feedback, comments, or suggestions you post in our forums or otherwise provide without any obligation to you.
Acceptable Use Policy
You will not, and will not attempt to, use the Services to violate any laws or any rights of the Company or any other person or otherwise misuse or inappropriately use the Services, and will use the Services only in a manner consistent with our Acceptable Use Policy, as it may change from time to time in our discretion.
Copyright Policy
UPilot respects intellectual property rights of others and asks that you do as well. We will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices should be reported using our DMCA Process. Without limiting any other rights we may have, we may delete or disable access to content that is alleged to be infringing and terminate repeat infringers. Any notice of alleged copyright infringement on the Services should be sent to:
UPilot INC
3500 South DuPont Highway,
Dover, DE 19901
United States
copyright@UPilot.com
Other Content
The Services may contain links to websites or resources of others. We do not endorse and are not responsible or liable for their accuracy, availability, content, products, services or anything else. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that conflict with these Terms, in which case the open source provisions will apply with respect to the code to which those provisions apply.
Termination for non compliance
You can stop using our Services at any time and we reserve the right to suspend or end the Services to you in whole or part at any time, with or without cause, and with or without notice, without incurring liability of any kind. Without limitation, we may suspend or terminate your use if you are not complying with these Terms, or if you use the Services in any way that may cause us legal liability or disrupt others’ use of the UPilot Services or damage to our business or reputation, or for any other reason. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend or terminate your account and access to the UPilot Services immediately. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to Your Data that is stored with the Service.
Warranty
We try to provide a great service, however, except as expressly provided herein, the company does not make any warranty of any kind, whether express, implied, statutory or otherwise, and we specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. content is provided “as is,” exclusive of any warranty whatsoever. UPilot disclaims all liability and indemnification obligations for any harm or damages caused by any third-party providers.
Limitation of Liability
To the fullest extent permitted by law, in no event will UPilot, UPilot INC or either of their subsidiaries, affiliates, officers, employees, agents, suppliers or licensors be liable for (a) any indirect, special, incidental, punitive, exemplary or consequential (including loss of use, data, business, or profits) damages, regardless of legal theory, whether or not UPilot has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose; (b) aggregate liability for all claims relating to the services more than the greater of $20 or the amounts paid by you to UPilot for the past three months of the services in question. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
Modifications
We may revise these Terms from time to time and the most current version will always be posted on our website. We will notify you of any change (for example via email to the email address associated with your account or by a notification when you sign in or by some other method). By continuing to access or use the Services after revisions become effective, you are agreeing to be bound by the revised Terms. If you do not agree to the new terms, simply don’t use the Service after the change is effective, in which case the change will not apply to you.
Miscellaneous Legal Terms
These terms and the use of the services and software will be governed by California law except for its conflicts of laws principles. All claims arising out of or relating to these terms or the services or software must be litigated exclusively in the courts in San Francisco, California, and both parties consent to venue and personal jurisdiction there.
This Agreement is the entire agreement between You and the Company regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) the applicable service agreement, and (3) this Agreement.
These Terms create no third party beneficiary rights. The Company’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted to reflect our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void. The Company may, without notice to you, assign its rights and obligations to any of its affiliates or subsidiaries, or to any successor in interest of any business or assets associated with the Services.
Except as otherwise set forth in these Terms, you should direct any legal notice in connection with the UPilot Services to UPilot, c/o UPilot INC, 3500 South DuPont Highway, Dover, DE 19901, United States
Overview: Privacy Policy
UPilot INC, and its affiliates (“UPilot INC” or the “Company”) are committed to responsible information-handling practices in relation to their UPilot business.
The following privacy statements describe the different types of personal information the Company handles relating to the UPilot Web sites and the UPilot Service (as defined in the Web Site Privacy Statement) and the Company’s privacy practices with respect to such personal information:
The Web Site Privacy Statement addresses the Company’s handling of personal information collected from visitors to the UPilot Web sites and users of the UPilot Service.
The Indexed Content Privacy Statement addresses the Company’s handling of information, including personal information, obtained from the Internet through the UPilot Service.
Questions about the Company’s information-handling practices as they relate to the UPilot Web sites and UPilot Service should be directed to the UPilot INC Privacy Office:
E-mail address: privacy@upilot.com
Mail:
UPilot INC
3500 South DuPont Highway,
Dover, DE 19901
United States
UPilot INC Service Web Site Privacy Statement
Privacy Statement Effective as of August 1, 2020
UPilot INC and its affiliates (“UPilot INC” or the “Company”) are committed to protecting the privacy of individuals who visit the Company’s Web sites and individuals who register to use the Services as defined below. This Web Site Privacy Statement describes the Company’s privacy practices in relation to the use of the Company’s Web sites and the related applications and services offered by UPilot INC under the “UPilot” brand, and which applications and services are accessible via the Company Web site listed below or through Google Play™ or the Apple iTunes App StoreSM (the “UPilot Service” or our “Services”). To learn more about the Company’s privacy practices relating to content that is accessed, used and maintained in connection with the provision of the Services, please visit the Indexed Content Privacy Statement.
1. Web Sites Covered
This Privacy Statement covers the information practices of the Company’s Web sites that link to this Privacy Statement, including www.upilot.com (collectively referred to as the “Company’s Web sites”). The Company’s Web sites may contain links to other Web sites. The information practices or the content of such other Web sites are governed by the privacy statements of such other Web sites. The Company encourages you to review the privacy statements of other Web sites to understand their information practices.
This Privacy Statement also covers the use of the UPilot Service through applications on Devices and APIs. A “Device” is any device used to access the UPilot Service, including without limitation a computer, mobile phone, tablet, or other electronic device. By using our Services you are consenting to the collection, transfer, processing, storage, disclosure and other uses described in this Privacy Policy.
2. Information Collected
THE INFORMATION WE COLLECT AND STORE
UPilot INC collects individually-identifiable information (“Personal Information”) from individuals who visit the Company’s Web sites (“Web Site Visitors”) and individuals who register to use the Services (“Customers”). When expressing an interest in obtaining additional information about the Services or registering to use the Services, UPilot INC may require you to provide the Company with personal contact information, including your name, company name, phone number, and email address (“Required Contact Information”). When purchasing the Services, UPilot INC may require you to provide the Company with Financial qualification and billing information, such as billing name and address, credit card number, and the number of employees within the organization that will be using the Services (“Billing Information”). UPilot INC may also ask you to provide, or otherwise allow you to share, additional information, which you may choose to share in your registration for or use of the Services (“Optional Information”). For example, UPilot INC may obtain Optional Information by asking a Customer to import his or her contacts and email history by granting UPilot INC access to the Customer’s third party services (for example, the Customer’s email account) or to use the Customer’s social networking information if the Customer gives us access to his or her account on a social network service. In order to use the UPilot Service, a Customer must link a third party email account to the Customer’s UPilot Service account. We then import, create, and update versions of the Customer’s address book and emails for the Customer to access in the UPilot Service. A Customer will also have the option to import and update versions of his or her calendar, social media contacts, and mobile phone call history, and the Customer can later choose to upload files to, or provide comments through, our Services. Required Contact Information, Billing Information, and Optional Information about Customers are referred to collectively as “Data About Customers”. With your permission (which you grant by signing up for or using our Services), UPilot INC collects and stores information you provide or that we collect in order to administer our Services and/or as otherwise described in this Privacy Statement or our Terms of Service.
As you navigate the Company’s Web sites or use the Services, UPilot INC may also collect information through the use of commonly-used information-gathering tools, such as cookies and Web beacons (“Web Site Navigational Information”). Web Site Navigational Information includes standard information from your Web browser (such as browser type and browser language), your Internet Protocol (“IP”) address, HTTP header information, and the actions you take on the Company’s Web sites (such as the Web pages viewed and the links clicked). For additional information about the collection of Web Site Navigational Information by UPilot INC and others, please review Section 3 of this Privacy Statement.
3. Web Site Navigational Information
UPilot INC uses commonly-used information-gathering tools, such as cookies and Web beacons, to collect information from your Device as you navigate the Company’s Web sites, interact with e-mails sent by the Company on its own behalf, or use the Services (“Web Site Navigational Information”). This section describes the types of Web Site Navigational Information used on the Company’s Web sites and in connection with the Services, and how this information may be used.
COOKIES
UPilot INC uses cookies and Javascript to make interactions with the Company’s Web sites easy and meaningful. When you visit one of the Company’s Web sites, open e-mail from the Company, or use the Services online, UPilot INC’s servers or an authorized third party may send a cookie to your Device. Cookies allow the Company to track overall Web site usage, to determine areas that Visitors prefer, and to make your visits to the Company’s Web sites easier by recognizing you and providing you with a customized experience. Standing alone, cookies do not personally identify you; they merely recognize your Web browser. Unless you choose to identify yourself to UPilot INC, either by responding to a promotional offer, opening an account, or filling out a Web form (such as a “Contact Me”), you remain anonymous to the Company. For a more thorough explanation of what cookies are and how they operate, including how to see which cookies have been set and how to manage or delete them, please visit www.aboutcookies.org or www.allaboutcookies.org.
UPilot INC uses cookies that are session-based and persistent-based. Session cookies exist only during one session, i.e., only while you are reading or navigating the Company’s Web sites. They disappear from your Device when you close your browser software or turn off your Device. Persistent cookies remain on your Device after you close your browser or turn off your Device. Please note that if you disable your Web browser’s ability to accept cookies, you will be able to navigate the Company’s Web sites, but the functionality and features of the Services may be affected, and you may not be able to successfully use the Services. Similarly, if you disable JavaScript, some features of the Company’s Web sites may not function properly, and some areas of the Company’s Web sites may not function at all. The following sets out how UPilot INC may use different categories of cookies and your options for managing cookies’ settings.
| Type of Cookies | Description | Managing Settings |
|---|---|---|
| Required cookies | Required cookies enable you to navigate the Company’s Web sites and use its features, such as accessing secure areas of the Company’s Web sites and using the Services. If you have chosen to identify yourself to UPilot INC, the Company uses cookies containing encrypted information to allow the Company to uniquely identify you. Each time you log into the Services, a cookie containing an encrypted, unique identifier that is tied to your account is placed on your browser. These cookies allow the Company to uniquely identify you when you are logged into the Services and to process your online transactions and requests. | Because required cookies are essential to operate the Company’s Web sites and the Services, there is no option to opt out of these cookies. |
| Performance cookies | These cookies collect information about how Web Site Visitors use the Company’s Web site, including which pages Web Site Visitors go to most often and if they receive error messages from certain pages. These cookies do not collect information that individually identifies a Web Site Visitor. All information these cookies collect is aggregated and anonymous. It is only used to improve how the Company’s Web sites function and perform.
From time-to-time, UPilot INC engages third parties to track and analyze usage and volume statistical information from individuals who visit the Company’s Web sites. UPilot INC may also utilize Flash cookies for these purposes. Flash cookies are different from browser cookies because of the amount of, type of, and how data is stored. |
To learn how to opt out of performance cookies using your browser settings,click here.
To learn how to manage privacy and storage settings for Flash cookies click here. |
| Functionality cookies | Functionality cookies allow the Company’s Web sites to remember information you have entered or choices you make (such as your username, language, or your region) and provide enhanced, more personal features. These cookies also enable you to optimize your use of the Services after logging in. These cookies can also be used to remember changes you have made to text size, fonts and other parts of web pages that you can customize.
UPilot INC may use local shared objects, also known as Flash cookies, to store your preferences or display content based upon what you view on the Company’s Web sites to personalize your visit. |
To learn how to opt out of functionality cookies using your browser settings click here. Note that opting out may impact the functionality you receive when visiting the Company’s Web sites.
To learn how to manage privacy and storage settings for Flash cookies click here. |
| Analytics, Targeting and Advertising cookies | From time-to-time, UPilot INC may engage third parties to track and analyze usage and volume statistical information from individuals who visit the Company’s Web sites. For example, we use Google Analytics to improve our Web site performance, run tests on the effectiveness of the Company’s Web sites and MARKETING efforts, and improve user experience.
UPilot INC may use cookies delivered by third parties to track the performance of the Company’s advertisements. For example, these cookies remember which browsers have visited the Company’s Web sites. The information provided to third parties does not include personal information, but this information may be re-associated with personal information after the Company receives it. Third parties with whom the Company may partner to provide certain features on our Company’s Web sites or to display advertising based upon your Web browsing activity, may use Flash cookies to collect and store information. |
To learn more about advertising networks and their opt out instructions, click here
To learn how to opt out of these cookies using your browser settings click here, and to learn how to manage privacy and storage settings for Flash cookies, click here. |
Cookies that are used as part of the Services (in the proxy) may include cookies of a third party Web site that is being co-browsed, for example, in order to deliver the Web site as intended by the third party Web site operator. The cookie practices of such Web sites are governed by their own respective privacy statements. The Company encourages you to review the privacy statements of other Web sites to understand their information practices.
WEB BEACONS
UPilot INC, or third parties with whom we contract, may use Web beacons alone or in conjunction with cookies to compile information about Customers and Web Site Visitors’ usage of the Company’s Web sites and interaction with emails from the Company. Web beacons are clear electronic images that can recognize certain types of information on your Device, such as cookies, when you viewed a particular Web site tied to the Web beacon, and a description of a Web site tied to the Web beacon. For example, UPilot INC may place Web beacons in marketing emails that notify the Company when you click on a link in the email that directs you to one of the Company’s Web sites. UPilot INC uses Web beacons to operate and improve the Company’s Web sites and email communications and track the clicking of links or opening of emails.
IP ADDRESSES, URLS, AND OTHER SITE DATA
Due to Internet communications standards, when you visit or use the Company’s Web sites, we automatically receive the URL of the Web site from which you came and the Web site to which you go when you leave the Company’s Web sites. We also receive your Device’s Internet Protocol (IP) address (or the proxy server you use to access the World Wide Web), your Device’s operating system, the type of Web browser you are using, and your Internet Service Provider (ISP). We may also collect information about the web page visited before or after you came to our website, information you search for on our website, locale preferences, identification numbers associated with your Devices, your mobile carrier, date and time stamps associated with transactions, system configuration information, metadata, and interactions with the Service. This information is used to analyze overall trends to help us improve the Service and to track and aggregate non-personal information. For example, UPilot INC uses IP addresses to monitor the regions from which Customers and Web Site Visitors navigate the Company’s Web sites.
SOCIAL MEDIA FEATURES
The Company’s Web sites may use social media features, such as the Facebook ‘like’ button (“Social Media Features”). These features may collect your IP address and which page you are visiting on the Company’s Web sites, and may set a cookie to enable the feature to function properly. You may be given the option by such Social Media Features to post information about your activities on the Company’s Web sites to a profile page of yours that is provided by a third party Social Media network in order to share with others within your network. Social Media Features are either hosted by a third party or hosted directly on the Company’s Web sites. Your interactions with these features are governed by the privacy policy of the company providing the relevant Social Media Features.
DO NOT TRACK
Currently, various browsers – including Internet Explorer, Firefox, and Safari – offer a “do not track” or “DNT” option that relies on a technology known as a DNT header, which sends a signal to Web sites’ visited by the user about the user’s browser DNT preference setting. UPilot INC does not currently commit to responding to browsers’ DNT signals with respect to the Company’s Web sites, in part, because no common industry standard for DNT has been adopted by industry groups, technology companies or regulators, including no consistent standard of interpreting user intent. UPilot INC takes privacy and meaningful choice seriously and will make efforts to continue to monitor developments around DNT browser technology and the implementation of a standard.
4. Use of Information Collected
USE OF DATA ABOUT CUSTOMERS
Data About Customers. Data About Customers is or may be used: (i) to provide and improve our Services, (ii) to administer your use of our Services, (iii) to recommend follow-up reminders, assign tasks, or personalize the service, and (iv) to provide or offer software updates and product announcements. If you no longer wish to receive communications from us that are not required for the Service, please follow the “unsubscribe” instructions provided in any of those communications, or update your account settings information.
Geo-Location Information. Some Devices allow applications to access real-time location-based information (for example, GPS). Our mobile apps do not collect such information from your Device as of the date this policy went into effect, but may do so in the future with your consent to improve our Services and to optimize your experience. Some of the information we do currently collect from a device, such as the Device’s IP address, can sometimes be used to approximate a Device’s location.
Analytics. We also collect some information (ourselves or using third party services) that requires using logging and cookies, such as IP address, which can sometimes be correlated with Data About Customers. We use this information for the above purposes and to monitor and analyze use of the UPilot Service, for the UPilot Service’s technical administration, to increase our Services’ functionality and user-friendliness, and to verify users have the authorization needed for our Services to process their requests.
SHARING OF INFORMATION COLLECTED
No Sale of Data About Customers. We do not sell Data About Customers to third parties.
Service Providers, Business Partners and Others. We may use certain trusted third-party companies and individuals to help us provide, analyze, and improve the UPilot Service (including but not limited to data storage, maintenance services, database management, web analytics, payment processing, and improvement of our Services’ features). These third parties may have access to your information for purposes of performing these tasks on our behalf and under obligations similar to those in this Privacy Statement.
Third-Party Applications. UPilot may share information you have provided with a third-party application (for example when you choose to access our Services through an application such as the Google Chrome extension). We are not responsible for what those parties do with your information, so you should make sure you trust the application and that it has a privacy policy that is acceptable to you.
Compliance with Laws and Law Enforcement Requests; Protection of UPilot INC’s Rights. We may disclose to third parties data stored in your UPilot Service account and information about you that we collect or have collected when we have a good faith belief that disclosure is reasonably necessary to (a) comply with a law, regulation, or compulsory legal request, such as to comply with a subpoena; (b) protect the safety of any person from death or serious bodily injury; (c) prevent fraud or abuse of UPilot INC or its users; or (d) to protect UPilot INC’s rights. If we provide any data stored in your UPilot Service account to a law enforcement agency, we will remove our encryption from the information before providing it to law enforcement. However, UPilot INC will not be able to decrypt anything that you encrypted prior to uploading it to UPilot INC.
Business Transfers. If we are involved in a merger, acquisition, or sale of all or a portion of our assets where UPilot INC is not a surviving entity, information we have collected about may be transferred as part of that transaction, but we will notify you (for example, via email, sign in notification, and/or a prominent notice on our website) if that happens or if your information otherwise becomes subject to a different privacy policy in lieu of this one. We will also notify you of choices you may have regarding the treatment of the information.
5. Correcting and Updating Your Information
Customers who are registered users may review, update, change or delete certain Personal Information, Required Contact Information, or Billing Information provided in your registration or account profile by changing your account settings. In some cases, we may retain copies of this information if required by law, to protect UPilot INC’s rights, or if it is not reasonably technically reasonably feasible to remove it. To update a user profile, please login to the UPilot Service with your applicable username and password and edit your user settings. To update Billing Information or have your registration information deleted, or to discontinue your account, please email accounting@upilot.com. Requests to access, change, or delete your information will be handled within 30 days. You may also wish to contact the system administrator for your instance of the Services for assistance in correcting or updating your information.
6. Data Retention
Except as otherwise disclosed in the Terms of Service, UPilot INC retains the information we receive as described in this Privacy Statement for as long as your account is active or as needed to provide you with the Services. If you wish to cancel your account or request that we no longer use your information to provide you Services, you may delete your account. We may retain and use your information as necessary to provide our Services, comply with our legal obligations, resolve disputes, establish legal defenses, to conduct audits, pursue legitimate business purposes, and enforce our agreements, or if it is not technically reasonably feasible to remove it. Consistent with these requirements, we will try to delete your information quickly upon request. Please note, however, that there might be latency in deleting information from our servers and backed-up versions might exist after deletion. In addition, we do not delete Indexed Content or information from our servers’ files if you have that information in common with other users.
7. Public Forums and Blogs
UPilot INC may provide bulletin boards, blogs, or chat rooms on the Company’s Web sites. Any Personal Information you choose to submit in such a forum may be read, collected, or used by others who visit these forums, and may be used to send you unsolicited messages. UPilot INC is not responsible for the Personal Information you choose to submit in these forums. To request removal of your personal information from our blog or community forum, contact us at privacy@upilot.com. In some cases, we may not be able to remove your personal information. If this is the case, we will let you know and indicate why.
8. International Transfer of Information Collected
We never transfer data outside the region in which it is originally agreed upon and stored without prior intimation to the Customer. To facilitate the Company’s global operations, the Company may access Data About Customers from around the world, including the United States and other countries in which the Company has operations. For European Web Site Visitors, please note that your Personal Information may be transferred outside of the European Economic Area (“EEA”). By visiting the Company Web sites, you agree to UPilot INC transferring your Personal Information outside the EEA.
Where there is international transfer of Personal Data to Processor’s Group Companies or to a country which is not a member state of the European Union, or in another signatory state of the European Economic Area Agreement (“EEA Countries”) or an international organisation, the following applies unless explicitly agreed otherwise by the parties in an Appendix:
a) The Standard Contractual Clauses will apply to Personal Data originating from Controller (who, for the purposes of the Standard Contractual Clauses shall be deemed the “Data Exporter”) located within the EEA Countries that is processed by Processor (who, for the purposes of the Standard Contractual Clauses shall be deemed the “Data Importer”) or by Processor’s subcontractor outside of the European Economic Area. If there is any conflict between the Standard Contractual Clauses and this Privacy Policy, the Standard Contractual Clauses shall prevail.
9. Communications Preferences and Choice
The Company offers Web Site Visitors and Customers who provide contact information a means to choose how the Company uses the information provided. You may manage your receipt of marketing and non-transactional communications using the preference settings available through the Services, if any or by clicking on the “unsubscribe” link located on the bottom of the Company’s marketing emails. Additionally, you may send a request specifying your communications preferences to unsubscribe@upilot.com. Customers cannot opt out of receiving transactional emails related to their account with UPilot INC or the Services.
10. Customer Data
As part of using our Services, Customers may submit electronic data or information to the Services (“Customer Data”) which may include Personal Information. The Company generally has no direct relationship with the individuals to whom Customer Data may pertain, which we process on the behalf of our Customers. Any uses of Customer Data by the Company are done so pursuant to the Company’s Terms of Service or a subscription agreement in place between the Company and the relevant Customer (or his/her organization), which exclusively govern the Company’s treatment of Customer Data and supersede this Privacy Statement in case of conflict, or as required by law. If Personal Information pertaining to you as an individual has been submitted to us by a Customer as Customer Data and you wish to exercise any rights you may have to access, correct, amend, or delete such data, please inquire with the Customer (or his/her organization) directly. If an authorized Customer requests that we update or remove the data in question and the Customer has no ability to do so via use of the Services, we will acknowledge their request within 30 business days.
11. Security
The Company takes precautions, including administrative, technical, and physical measures – to help safeguard Data About Customers against loss, theft, and misuse as well as unauthorized access, disclosure, alteration, and destruction. While we follow generally accepted standards to protect information submitted to us, including the use of secure socket layer (SSL) technology, no method of storage or transmission is 100% secure. Users are solely responsible for protecting their passwords, limiting access to their Devices, and signing out of the Services after their sessions.
12. Contacting Us
Questions regarding this Privacy Statement or the information practices of the Company’s Web sites should be directed to UPilot INC at privacy@upilot.com or by mailing:
UPilot INC,
3500 South DuPont Highway,
Dover, DE 19901
United States
13. Changes to this Privacy Statement
If we make a change to this privacy policy, we will provide you with notice (for example, by email, a sign-in notification, or some other means) prior to the change becoming effective. By continuing to use the Service after those changes become effective, you are agreeing to be bound by the revised Privacy Policy; if you do not agree to the change, simply don’t use the Service after the change is effective, in which case the change will not apply to you.
UPilot INC Service Indexed Content Privacy Statement
Privacy Statement Effective as of May 25, 2018
This Indexed Content Privacy Statement describes UPilot INC’s privacy practices relating to content that has (i) been made publicly available on the Internet, (ii) collected from third party data sources, or (iii) obtained from Customers directly or through Customers’ connected email or social media accounts and that is accessed, used and maintained in connection with the provision of the UPilot Service (the “Indexed Content”). To learn more about the Company’s privacy practices regarding handling of personal information collected by visitors to the Company’s Web sites and users of the Services, please visit the UPilot Service Web Site Privacy Statement.
Capitalized terms not defined in this Indexed Content Privacy Statement have the meaning set forth in the UPilot Service Web Site Privacy Statement.
1. Description of the Indexed Content Services
The UPilot Service provides platforms and online tools that allow Customers to: (i) access, update, use, and process Indexed Content relating to the Customer’s email, social media, or other online contacts; (ii) track or monitor online conversations between Customers within those Customers’ client organization and individuals outside of the Customers’ client organization; and (iii) analyze trends in Customers’ contacts with individuals outside of the Customers’ client organization. The use of information collected through our online tools shall be limited to the purpose of providing our Services to our Customers and Clients.
2. Collection of Indexed Content
To provide the Services to our Customers, the Company collects Indexed Content from third-party data providers and a variety of publicly-available portions of Web sites, such as blogs, news Web sites, and social networking Web sites, which may include third party personally identifiable information, from Customers’ email and social networking accounts. The Company has no ownership rights in the Indexed Content or any direct relationship with individuals whose personally identifiable information may be processed as part of providing the Services. The Company obtains Indexed Content using proprietary Web crawler technology, via public APIs, or through agreements with Web site operators or other third party data providers. The Company also may obtain Indexed Content directly from Customers’ social networking Web sites or from Customers’ email accounts upon their request and in accordance with the authentication process established by such social networking Web sites and email service providers. The Company also obtains Indexed Content, including business data, employment and human resources data, and relationship data from third party data sources, including data aggregators and similar entities.
Examples of the types of Indexed Content the Company collects and maintains include: (i) content derived from our Customers connected email and social networking accounts; (ii) content available on a Customer’s social networking Web sites and accounts; and (iii) publicly available data relating to businesses, employees, and inter-company connections.
To provide the UPilot Service, UPilot INC collects information under the direction of its Customers and has no direct relationship with the individuals whose personal data it processes. UPilot INC collects Indexed Content for our Customers. If you are a customer of one of our Customers and would no longer like to be contacted by one of our Customers that use our UPilot Service, please contact the Customer that you interact with directly.
3. Use of Indexed Content
Customers are responsible for their use of Indexed Content. UPilot INC requires Customers to use Indexed Content in accordance with the Company’s Terms of Service or other applicable agreement between the parties and applicable law.
ANALYTICS
UPilot INC provides various tools within the UPilot Service that permit Clients and Customers to analyze and draw conclusions from Indexed Content, such as evaluating relationships between business or other contacts and the patterns of communication between such business and other contacts and the Clients and Customers, as well as supplementing this information with other data and insights. In some cases, the Company uses third parties to provide additional analysis of and supplemental data for the Indexed Content.
MESSAGING AND MESSAGE TRACKING
The Services allow Customers to engage and communicate with individuals in either a public or a private dialogue, and to track these communications through the UPilot Service in connection with Indexed Content. Customers are responsible as senders of any messages to individuals and must comply with all applicable laws relating to sending unsolicited email or spam and any terms of service of the Web site from which the individuals post was obtained. Any private communications between Customers and individuals through our Services are maintained within our Services in accordance with the Company’s Terms of Service or such other applicable agreement between the parties.
MONITORING PERFORMANCE AND USER ENGAGEMENT
The Services may allow Clients and Customers to monitor Customers’ interactions with other individuals, including Customers’ email or social media contacts, to enable Customers and Clients to optimize their connections with other individuals. Customers are responsible for complying with any legal requirements in using functionality that allows tracking of individuals.
4. How to Access Indexed Content About You
You may have the legal right, upon written request, to access Indexed Content pertaining to you which is held by the Company (subject to limited lawful exceptions), and, as the case may be, to request that such information be corrected, amended or deleted, for example, if it is inaccurate or incomplete. If so, to the extent known, the Company will inform you of the Indexed Content stored about you (subject to others’ privacy interests or legal rights), how it is being used and any other information required under applicable law. The Company’s obligation to correct, amend and delete is only in relation to Indexed Content in our possession and not in relation to any Indexed Content held by our Customers. If you wish to access, correct, amend or delete any personal information pertaining to you which is held by any of our Customers, or opt out of communications from any such Customers, you should direct your query directly to the applicable Customer. We will acknowledge Customer requests to update or remove any Indexed Content pertaining to you from our Services, where the Customer has no ability to do so via use of the Services, within thirty (30) business days.
To make a request, please send a letter or email addressed to our UPilot INC Privacy Office at the address indicated below. For all such requests, please include the following information: your name, contact information, and the nature of your request (such as view information and/or delete information). The Company may require that you provide additional information to assist in finding your Indexed Content or to verify your identity.
If you are a Web site operator and would like to request that the Company cease crawling the public portions of your Web site, you may also contact us at privacy@upilot.com.
5. Disclosure
UPilot INC reserves the right to use or disclose information if required by law or if the Company reasonably believes that use or disclosure is necessary to protect the Company’s rights and/or to comply with a judicial proceeding, court order or legal process. The Company may transfer Indexed Content, including Personal Information, to companies that help us provide our Services. Transfers to third parties are covered by the provisions in this Policy regarding notice and choice, as well as our service agreements with our Clients.
6. Data Security and Retention
The Company takes precautions, including administrative, technical and physical measures, to protect any Indexed Content we collect. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. UPilot INC will retain Indexed Content for as long as needed to provide services to our Client. UPilot INC will retain and use this Indexed Content as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements and rights.
7. Changes to this Privacy Statement
If we make a change to this privacy policy, we will provide you with notice (for example, by email, a sign-in notification, or some other means) prior to the change becoming effective. By continuing to use the Service after those changes become effective, you are agreeing to be bound by the revised Privacy Policy; if you do not agree to the change, simply don’t use the Service after the change is effective, in which case the change will not apply to you.
8. Contacting Us
Questions regarding this Indexed Content Privacy Statement should be directed to UPilot INC, at privacy@upilot.com or by mailing:
UPilot INC 3500,
South DuPont Highway,
Dover, DE 19901
United States
Cards Accepted as Payment
We accept Visa and MasterCard credit cards. Stored-value cards (i.e., merchant gift cards, or prepaid debit cards) cannot be used for the payment.
All transactions for UPilot are carried out in USD, and the subscriber will be charged in USD for any payments made. The subscriber must take note to confirm with their bank/credit card company in order to check any additional charges will be levied for making payments in USD.
UPilot will not be responsible for any charges arising out of payments wherein the default currency of the card/bank used for the payment is not USD.
Payment Options – Refund policy
Your 14-Day Free Trial period begins on the date your order is placed.
After the trial period, once your payment starts, you will be automatically billed monthly, quarterly, or annually depending on the chosen billing cycle of monthly, quarterly, or annually respectively. The charges will occur in advance for the billing cycle. Once you have been charged for the billing cycle, a refund will not be possible in any of the billing cycle options. If you cancel your subscription to UPilot before the end of your billing cycle, you will not be charged for any subsequent cycle. In case of a discount code, unless specified, the discount code is valid only for the first billing cycle and you will be charged normal rates in subsequent cycles.
A subscription is considered canceled if and only if the customer has conveyed the same through support@upilot.com atleast 72 hours before the end of the billing cycle.
Signing up for UPilot
When you sign-up for a free trial of UPilot, you can receive 14 days of free UPilot apps access. You have the option of paying during your free trial or after the end of your free trial.
Upgrade or downgrade your plan
Except as otherwise specified herein or in an applicable Order Form, You can upgrade to a new plan at any time or You can downgrade your plan at any time only if an inferior pricing plan exists.
For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.
Downgrading your Service may cause the loss of Content, features, or capacity of your Account. UPilot INC does not accept any liability for such loss.
Please also note that you are limited at one upgrade or downgrade operation per month.
Once a billing cycle has been initiated, it is not possible to change the time frame of the cycle, i.e. if you have selected an annual time frame for the billing cycle, it cannot be changed to quarterly, monthly, and vice versa. This is due to a restriction of our payment partner, braintreepayments (https://www.braintreepayments.com/). The restriction also applies during downgrading or upgrading your plan as well.
During the free trial, an upgrade or downgrade of the plan will lead to a cancellation of the free trial, and you will be asked to pay according to the new plan. In such a situation, the billing date would be on the date that you place the order for upgrade or downgrade of the plan and not the date your free trial was started.
Disruption of service
UPilot will not be responsible for disruption of services related to any third party issues, including but not limited to cloud hoster DigitalOcean, Rackspace, etc.
Any disruption of service of UPilot due to non-availability of service from those providers shall not entitle the user for any refunds or liabilities from UPilot.
The user must be aware that UPilot import or migration features may rely on a third party. If the user’s account is suspended before migration, you may not be able to migrate your data to UPilot.
The General Data Protection Regulation (GDPR) (EU) 2016/679 is a regulation in EU law on data protection and privacy for all individuals within the European Union.
Check here (https://upilot.com/gdpr/) what UPilot is doing towards it.
These Clauses are part of the EU Data Processing Addendum (the “Addendum”) between the parties. The Clauses will be effective on the last signature date set forth below. Except as expressly stated otherwise, in the event of a conflict between these Clauses and any other agreement between the parties, the terms of these Clauses will take precedence to the extent necessary to resolve the conflict. The term of these Clauses is coterminous with the Addendum.
Customer Name:
(the data exporter)
And
UPilot Inc. (the data importer)
each a ‘party’; together ‘the parties’,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Clause 1
Definitions
For the purposes of the Clauses:
(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (1);
(b) ‘the data exporter’ means the controller who transfers the personal data;
(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Clause 3
Third-party beneficiary clause
- The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
- The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
- The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
- The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Clause 4
Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub- processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Clause 5
Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
- (i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
- (ii) any accidental or unauthorised access; and
- (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data- processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.
Clause 6
Liability
- The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub- processor is entitled to receive compensation from the data exporter for the damage suffered.
- If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a sub- processor of its obligations in order to avoid its own liabilities.
- If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub- processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.
Clause 7
Mediation and jurisdiction
- The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
- The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8
Cooperation with supervisory authorities
- The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
- The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
- The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
Clause 9
Governing law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11
Sub-processing
- The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
- The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
- The provisions relating to data protection aspects for sub- processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
- The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
Clause 12
Obligation after the termination of personal data- processing services
1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.
Appendix 1 to the Standard Contractual Clauses
This Appendix forms part of the Clauses and must be completed and signed by the parties.
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
Data exporter
The data exporter is Customer
Data importer
The data importer is (please specify briefly activities relevant to the transfer):
UPilot Inc, which offers a sales CRM system located at upilot.com which includes features including but not limited to storing contacts, managing deals, and generating insights.
Data subjects
The personal data transferred concern the following categories of data subjects (please specify):
- Prospects, customers, business partners and vendors of data exporter (who are natural persons)
- Employees or contact persons of data exporter’s prospects, customers, business partners and vendors
- Employees, agents, advisors, freelancers of data exporter (who are natural persons)
- Data exporter’s Users authorized by data exporter to use the services provided by UPilot Inc
Categories of data
The personal data transferred concern the following categories of data (please specify):
Personal data uploaded by data exporter to data importer’s systems. For example, such data could be name, email address, and characteristics of or inferences about data subjects. Because data importer offers data exporter the ability to upload any content into its systems, any type of personal data may be uploaded by data exporter.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data (please specify):
Data exporter may upload special categories of data to data importer’s systems. Data importer discourages data exporter from uploading certain types of sensitive personal data, such as government ID numbers. For the sake of clarity, special categories of data means personal data with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, and the processing of data concerning health or sex life.
Processing operations
The personal data transferred will be subject to the following basic processing activities (please specify):
Data importer will process personal data to provide its services to data exporter. The personal data transferred will be subject to the following basic processing activities: Processing to carry out the Services requested by Customer.
Appendix 2 to the Standard Contractual Clauses
This Appendix forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of personal data, as described here: https://upilot.com/security/. Data importer will not materially decrease its overall security during the Agreement term.