Effective: October 1, 2021
When we refer to “Us”, “We”, “DA”, “Discourse,” “DA Innovations”, we mean the Discourse Analytics, Inc., a Delaware Corporation with its principal place of business in the State of Maryland, an entity that acts as the controller or processor of your information, as explained in more detail in the “Identifying the Data Controller and Processor” section below.
- Confidential Information
Discourse Analytics agrees that during the term of this Agreement and thereafter, except as expressly authorized in writing by the client, it (a) will not use or permit the use of Confidential Information (defined below) in any manner or for any purpose not expressly set forth in this Agreement; (b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any such Confidential Information to any third party without first obtaining Client’s express written consent on a case-by-case basis; (c) will limit access to Confidential Information to Discourse Analytics personnel who need to know such information in connection with their work for Client; and (d) will not remove any tangible embodiment of any Confidential Information from Client’s premises without Client’s prior written consent. “Confidential Information” includes, but is not limited to, all information related to a party’s business and its actual or anticipated research and development, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) all such information related to any third party that is disclosed to Client or to Discourse Analytics during the course of Client’s business (“Third Party Information”).
Discourse Analytics agrees, with respect to all Confidential Information, to comply with all privacy and data security laws that may be applicable, including without limitation the Federal Educational Rights and Privacy Act, 20 U.S.C. § 1232g; the Federal Trade Commission Act, 15 U.S.C. § 45; the CAN-SPAM Act of 2003, 15 U.S.C. §§ 7701 et seq.; state and local laws governing notification to consumers and regulatory authorities following data security incidents, including without limitation Tex. Bus. & Com. Code § 521.053, Cal. Civ. Code § 1798.82, N.Y. Gen. Bus. Law § 899-aa, and Mass. Gen. Law 93H; state and local laws and regulations governing data security, including without limitation Massachusetts Gen. Law Ch. 93H, 201 C.M.R. 17.00, and Nev. Rev. Stat. 603A; Cal Civ. Code § 1798.83; and other analogous federal, state, or local privacy, data protection, information security, or related laws or regulations (together, including any similar, analogous or successor standards, the “Privacy and Data Security Laws”). Discourse Analytics shall not process or knowingly permit any third party to process Confidential Information outside the United States, except with the written permission of Client.
- Intellectual Property Rights
(a) Client shall retain all right, title, and interest to any data related to current/and or prospective customers including, without limitation, name, e-mail, and zip code as well as any other documents and information (“Input Data”) that Client provides to Discourse Analytics under this Agreement. Client also is the sole and exclusive owner of its name, logo, and other proprietary materials. All work products, including, but not limited to, files, papers, records, documents, findings, analyses, and similar items and materials created, prepared, or developed for Client and/or related to the business of Client, shall at all times remain the exclusive property of Client, may only be used as provided pursuant to the Agreement, and shall be delivered to Client upon its request.
(b) Notwithstanding anything to the contrary contained in this Section 3(b) , Client acknowledges and agrees that any data categorized by Discourse Analytics under the deployment and implementation of the SmartPods App, as defined in Section 4 below, including, but not limited to: i) the question prompts and responses; ii) the learning algorithm and profiles types identified as a part of and during the execution of the obligations under this Agreement; and iii) site and data mapping pattern; correlated answers to questions and related analysis of behavioral activity are the intellectual property of Discourse. Client specifically disclaims any interest in such Intellectual Property and acknowledge that Discourse Analytics should be free to use it freely.
- SmartPods for TEAMS
(a) Client agrees that Discourse Analytics owns all right, title and interest to the Discourse Analytics Digital Counselor and SmartPods for TEAMS applications (the “Software”), including (i) any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, other trade secret rights, and any other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, (ii) the technology (including software, hardware, products, processes, algorithms, user interfaces, techniques, designs and other tangible or intangible technical material or information), (iii) any modifications, corrections or enhancements thereto, made available to Client in connection with the services provided by Discourse Analytics hereunder; and (iv) any data categorized by the Software including, but not limited, to respondents’: source of origination; device; IP address, operating system; site mapping pattern; correlated answers to questions and related behavioral activity.
DA takes security of data very seriously. DA works hard to protect Other Information you provide from loss, misuse, and unauthorized access or disclosure. These steps take into account the sensitivity of the Other Information we collect, process and store, and the current state of technology. Given the nature of communications and information processing technology, DA cannot guarantee that Information, during transmission through the Internet or while stored on our systems or otherwise in our care, will be absolutely safe from intrusion by others. We utilize industry best practices for SaaS companies in the handling, storing and dissemination of information.
- International Data Transfers Privacy Shield And Contractual Terms
DA may transfer your Personal Data to countries other than the one in which you live. We deploy the following safeguards if DA transfers Personal Data originating from the European Union or Switzerland to other countries not deemed adequate under applicable data protection law:
(a) E.U.-U.S. Privacy Shield and Swiss-U.S. Privacy Shield. To comply with European Union and Swiss data protection laws, Discourse Analytics Innovations, Inc. self-certified under the E.U.-U.S. Privacy Shield and the Swiss-U.S. Privacy Shield. These frameworks were developed to enable companies to comply with data protection requirements when transferring personal data from the European Union and Switzerland to the United States.
- Identifying The Data Controller And Processor
Data protection law in certain jurisdictions differentiates between the “controller” and “processor” of information. In general, Customer is the controller of Customer Data. In general, DA is the processor of Customer Data and the controller of Other Information.
- Your Rights
(a) Individuals located in certain countries, including the European Economic Area, have certain statutory rights in relation to their personal data. Subject to any exemptions provided by law, you may have the right to request access to Information, as well as to seek to update, delete or correct this Information. You can usually do this using the settings and tools provided in your Services account. If you cannot use the settings and tools, contact Customer for additional access and assistance. Please contact our customer support team.
(b) To the extent that DA’s processing of your Personal Data is subject to the General Data Protection Regulation, DA relies on its legitimate interests, described above, to process your data. DA may also process Other Information that constitutes your Personal Data for customer understanding and activation purposes and you have a right to object to DA’s use of your Personal Data for this purpose at any time.
- Data Protection Authority
Subject to applicable law, you also have the right to (i) restrict DA’s use of Other Information that constitutes your Personal Data and (ii) lodge a complaint with your local data protection authority. If you are a resident of the European Economic Area and believe we maintain your Personal Data within the scope of the General Data Protection Regulation (GDPR), you may direct questions or complaints to our privacy contact at [email protected] .