Terms and Policies

Privacy Policy
Terms & Conditions
Data Processing Agreement
Q&A

This Privacy Policy describes how your personal information is collected, used, and shared when you visit or make a purchase from https://cyabra.com/((the “Site”).

PERSONAL INFORMATION WE COLLECT

When you visit the Site, we automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, as you browse the Site, we collect information about the individual web pages or products that you view, which websites or search terms referred you to the Site, and information about how you interact with the Site. We refer to this automatically-collected information as “Device Information.”

We collect Device Information using the following technologies:

“Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. For more information about cookies, and how to disable cookies, visit http://www.allaboutcookies.org.

“Log files” track actions occurring on the Site, and collect data including your IP address, browser type, Internet service provider, referring/exit pages, and date/time stamps.

“Web beacons,” “tags,” and “pixels” are electronic files used to record information about how you browse the Site.

Third-Party Services

We may use third-party analytics companies, such as Google Analytics, to evaluate the use of our Site, App and Services. We or our service providers use these tools to help us understand use of, and to improve, our Site, App and the Services, performance, and user experiences. These entities may use cookies and other tracking technologies, such as web beacons or local storage objects (“LSOs”), to perform their services.

Google Analytics. This website uses Google Analytics, a web analytics service provided by Google, Inc. (1600 Amphitheatre Parkway Mountain View, CA 94043, USA; “Google”). The use includes the “Universal Analytics” operating mode. This facilitates the assignment of data, sessions and interactions across several devices to a pseudonymous user ID and thus the analysis of a user’s activities across devices.

Google Analytics uses “cookies”, which are text files placed on your computer, to help analyze how users use the Site/App. The information generated by the cookie about your use of the website/App (including your IP address) is usually transmitted to and stored by Google on servers in the United States, a country that does not offer an equivalent level of protection of privacy to that applicable in the European Union. However, IP anonymization is activated on the Site/App, i.e. the Google Analytics code is supplemented by “anonymizeIp” to ensure an anonymized collection of IP addresses (so called IP-masking), thus Google will reduce your IP address within Member States of the European Union or in other states party to the Agreement on the European Economic Area beforehand, so that a direct connection to the individual user is eliminated. Google will truncate/anonymize the last octet of the IP address within Member States of the European Union or in other states parties to the Agreement on the European Economic Area. Only in exceptional cases, the full IP address is sent to and shortened by Google servers in the USA. Google obliged itself to process all personal data received from the EU in accordance with the EU-US Privacy Shield Framework (Art. 45 (3) GDPR).

Sessions and campaigns are terminated after a certain period of time. By default, sessions are closed after 30 minutes without activity and campaigns after six months. The time limit for campaigns may not exceed two years. To learn more about Google’s privacy practices, please visit https://www.google.com/analytics/terms/gb.html or https://policies.google.com/?hl=en.

When we talk about “Personal Information” in this Privacy Policy, we are talking both about Device Information and Order Information.

SHARING YOUR PERSONAL INFORMATION

Information We Collect Directly from You

We may collect Personal Information directly from you. If you create an account with us, we collect your name, email address, username, password, and/or Twitter or other social media handle. We will also collect any other Personal Information that you provide to us through your use of our Site or our Services, such as your name, title and email address if you sign up for our marketing materials (newsletter) or updates or you fill out our contact form at our Site.

Information We Collect from Third Parties

We may collect publicly available Personal Information of our Users from third parties. For example, if you are a User and provide us with your Twitter handle, we may collect certain Personal Information about you from Twitter. Please note that Cyabra is not responsible for the privacy practices of third parties from which it receives information about you. Please see our Third-Party Sites section below for more information.

We also collect information about Subjects from third parties, including Twitter and Instagram. However, as noted above, our collection of such information about Subjects is not subject to this Privacy Policy.

Information We Collect Automatically

We automatically collect information about you through your use of our Site or App: IP address, browser type, domain name, the website that led you to our Site/App, the website to which you go after leaving our Site/App, the dates and times you access our Site/App, device ID, and activities within our Site/App (e.g., links you click, searches you run, etc.). Further, we may collect your Personal information with the help of cookies and other tracking mechanisms – in this respect please see our Cookies and Other Tracking Mechanisms section below for more information.

We use Your Personal Information for the following purposes:

Operating Our Site and App. To provide, maintain, secure and improve our Site/App. In such case the collection and processing of your Personal Information is based on Art. 6 para. 1 (f) GDPR (necessary for the purpose of the legitimate interests of the data controller). Our legitimate interest is to provide the Site/App at an appropriate technical level and to continuously maintain and improve them.

Providing Our Services. To provide and maintain our Services, and for other customer service and support purposes. In such case the collection and processing of your Personal Information is based on Art. 6 para. 1 (b) GDPR (necessary for the performance of a contract with you).

Improving Our Services. To improve our Services; to develop new features or services; to perform technical operations, such as updating software. In such case the collection and processing of your Personal Information is based on Art. 6 para. 1 (f) GDPR (necessary for the purpose of the legitimate interests of the data controller). Our legitimate interest is to continuously improve our Services.

Research and Analytics. To analyze how you interact with our Site or App; to monitor and analyze usage and activity trends; and for other research, analytical, and statistical purposes. In such case the collection and processing of your Personal Information is based on Art. 6 para. 1 (f) GDPR (necessary for the purpose of the legitimate interests of the data controller). Our legitimate interest is to continuously improve our Services.

Communications. To communicate with You, in particular to send You updates or respond to your inquiries in case you fill out our contact form at the Site. In such case the processing of your personal data is based on Art. 6 para. 1 (f) GDPR (necessary for the purpose of the legitimate interests of the data controller or a third party). Our legitimate interest is to (a) respond to inquiries of our Users and to communicate with them, (b) inform our Users in an efficient way about our Services.

Marketing. To provide you with news and newsletters, special offers, promotions, and other information we think may interest you, and for other informational, marketing, or promotional purposes, subject to your prior consent. In such case the processing of your personal data is based on Art. 6 para. 1 (a) (your consent). Please note that you have the right to object at any time against the processing of your Personal Information for direct marketing purposes – in this case your Personal Information will no longer be processed for such purpose. Our communications with you may include communications via email. Please see our section regarding Your Choices for more information about how to change your communications preferences.

Protecting Rights and Interests. To protect the safety, rights, property, or security of Cyabra, the Site, the App, Services, our systems, any third party, or the general public; to detect, prevent, or otherwise address fraud, security, or technical issues, to detect and avoid hacker attacks; to prevent or stop activity which Cyabra, in its sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity; to use as evidence in litigation; and to enforce this Privacy Policy or any Agreements. In such case the processing of your Personal Information is based on Art. 6 para. 1 (f) GDPR (necessary for the purpose of the legitimate interests of the data controller or a third party). The legitimate interest is to protect our Site/App against data security incidents, to protect the lawful rights and interests of Cyabra, third parties (such as affiliates) or the general public.

Legal Compliance. To comply with applicable legal or regulatory obligations, including as part of a judicial proceeding; to respond to a subpoena, warrant, court order, or other legal process; or as part of an investigation or request from law enforcement or a governmental authority. In such case the processing of your personal data is based on Art. 6 (1) lit. c) GDPR (necessary for compliance with a legal obligation).

Recruitment. If you visit the career page of our Site and submit an application via our Site, we process your Personal Information provided by you in the course of your application to manage the application procedure. In such case the processing of your Personal Information is based on Art. 6 (1) b) GDPR (processing is necessary in order to take steps at the request of the data subject prior to entering into a contract). If we conclude a contract with you, the submitted data will be stored for the purpose of processing the employment relationship in compliance with legal requirements. If no contract is concluded, the application data and documents will be automatically erased six months after notification of the refusal decision at the latest, provided that no other legitimate interests of the controller are opposed to the erasure. In each case we comply with the principles of data processing as set out in the GDPR, in particular with the principles of purpose limitation and data minimization.

BEHAVIOURAL ADVERTISING

As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you.

For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at http://www.networkadvertising.org/understanding-online-advertising/how-does-it-work. Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at: http://optout.aboutads.info/.

DO NOT TRACK

Please note that we do not alter our Site’s data collection and use practices when we see a Do Not Track signal from your browser.

YOUR RIGHTS

If you are a European resident, you have the right to access personal information we hold about you and to ask that your personal information be corrected, updated, or deleted. If you would like to exercise this right, please contact us through the contact information below.

Additionally, if you are a European resident we note that we are processing your information in order to fulfill contracts we might have with you (for example, if you make an order through the Site), or otherwise to pursue our legitimate business interests listed above. Additionally, please note that your information will be transferred outside of Europe, including to Canada and the United States.

Changes to this Privacy Policy

This Privacy Policy is current as of the Effective Date set forth above. We may change this Privacy Policy from time to time. We will post any changes, including any material changes, to this Privacy Policy on our Site. In the case of changes not reasonable to you, the change shall only enter into force if you did not object to it within 30 days of receiving notice thereof.

13 Gershon Shatz, Tel Aviv, 6701749

Terms & Conditions

SAAS AGREEMENT

This SaaS Agreement (the “Agreement”) is a legal agreement between you (“you” or “Customer”) and Cyabra Strategy Ltd., a company incorporated under the laws of Israel, having its principal place of business at Gershon Shatz Street 13, Tel Aviv 6701749, Israel (“Company” or “Cyabra”) (each, as a “Party”, and collectively as the “Parties”).

BY EXECUTING THE PURCHASE ORDER (AS DEFINED BELOW), OR BY CONNECTING TO, ACCESSING AND/OR USING OUR PLATFORM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ, AND UNDERSTOOD THIS AGREEMENT IN ITS ENTIRETY; AND (B) EXPRESSLY AND EXPLICITLY REPRESENT THAT YOU POSSESS THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT (AND THE INDIVIDUAL ACCEPTING OR EXECUTING THE PURCHASE ORDER REPRESENTS THAT HE/SHE IS DULY AUTHORIZED AND HAS THE RIGHT, POWER AND AUTHORITY TO ACCEPT OR ENTER INTO THIS AGREEMENT ON HIS/HER ORGANIZATION’S BEHALF) AND TO FORM A BINDING AGREEMENT UNDER ANY APPLICABLE LAW, AND HEREBY ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT CONNECT TO, ACCESS OR USE THE PLATFORM.

WHEREAS

Cyabra is the developer and proprietor of an innovative online platform in the field of social intelligence, which is offered on a software-as-a-service (SaaS) basis. The Company's platform, including any object code, dashboard, algorithms, utility, application software interfaces, tools, reports, analytics capabilities, any services provided via the platform and the Documentation (as defined below) shall be collectively referred to herein as the “Platform”. The Company shall provide to the Customer additional services, if any, as specified in the purchase order executed by the Parties (the “Purchase Order” and the “Services”, respectively);

WHEREAS

the Customer wishes to access and use the Platform and receive the Services; and

WHEREAS

the Company agrees to grant the Customer the right and license to access and use the Platform and provide the Services, all subject to the terms of this Agreement;

NOW, THEREFORE,

the Parties desire to set forth herein their agreements with respect thereto and agree as follows:

The Platform.
1. License. The Company hereby grants to Customer, and Customer hereby accepts, a limited, personal, non-exclusive, non-sublicensable, non-transferable and revocable license to access and use the Platform, during the Term (as defined below), solely for Customer’s internal business purposes, all in accordance with and subject to the terms set forth in this Agreement. Access to the Platform will be granted by remote means on a Software-as-a-Service (SaaS) basis. Unless context otherwise requires, the term “Platform” shall include any API, updates, upgrades, modifications, customizations or new versions and the Documentation.
2. Use by Affiliates. If the Purchase Order explicitly provides you the right to allow your Affiliate to access and use the Platform, you shall: (i) provide each such Affiliate with a copy of this Agreement; (ii) ensure that each such Affiliate complies with the terms and conditions therein; and (iii) be responsible for any breach of these terms and conditions by any such Affiliate. “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with you, where “Control” means ownership, directly or indirectly, of 50% or more of the voting interest.
3. Updates. The Company is not obliged to provide the Customer with any update, upgrade, new version and/or additional features of the Platform that may be released by the Company during the Term, and such may be subject to additional fees. For the avoidance of doubt, the provisions of this Agreement shall apply to any such update, upgrade, new version and/or additional features of the Platform.
4. Documentation. The Company may make available certain Documentation (which shall be considered part of the Company's Confidential Information (as defined below)) to Customer to be used by Customer for its internal business purposes and solely in connection with Customer's use of the Platform during the Term. “Documentation” means Company's standard user documentation, whether in hard copy, or in any electronic form or other media, describing the use, features and operation of the Platform.
5. Services. During the Term, the Company shall provide to the Customer the Services specified in the Purchase Order, if any, for the fees described therein. The Services do not require any on-site activities. Professional services that are not identified herein or in the Purchase Order are subject to additional fees, in accordance with the Company’s then current rates. Unless explicitly stated herein and/or in the Purchase Order, the Company is under no obligation to provide support, professional services, training, maintenance, modifications or customizations of the Platform under this Agreement.
Fees; Payment Terms.
1. Fees. In consideration of the full payment of fees set forth in the Purchase Order in accordance with the payment terms included therein, the Company shall provide Customer with access to the Platform and the Services. Customer shall pay all fees specified in the relevant Purchase Order in United States dollars currency. All fees and other amounts paid by the Customer under this Agreement and/or Purchase Order are non-refundable. Unless explicitly stated in the Purchase Order, (i) set-up fees (if any) and annual subscription fees will be paid in advance, no later than thirty (30) days following the Effective Date or each renewal date of the subscription, as applicable; and (ii) all other amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice, unless otherwise noted in the Purchase Order.
1. Payment Terms. Unless explicitly stated in the Purchase Order, any amount not paid when due shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. All taxes, withholdings and duties of any kind payable with respect to Customer’s use of the Platform and Services under this Agreement, other than taxes based on Company's net income, shall be borne and paid by Customer.
Account. An account will be created in connection with Customer’s use of the Platform (the “Account”), to be accessed and/or used solely by Customer's employees or service providers who are explicitly authorized by Customer to use the Platform (each, a “Permitted User”). Customer hereby acknowledges and agrees: (i) to keep, and ensure that the Permitted Users keep the Account login details and passwords secured at all times, and otherwise comply with the terms of this Agreement; (ii) to remain solely responsible and liable for the activity that occurs in the Account and for any breach of this Agreement by a Permitted User; and (iii) to promptly notify Company in writing if Customer becomes aware of any unauthorized access or use of the Account or the Platform.
Prohibited Uses. Customer and/or its Permitted Users may only access the Platform via the Account. Except as expressly permitted herein, without the prior written consent of Company, Customer must not, and shall not allow any Permitted User or any other third party to, directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the Platform; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer's rights under this Agreement with or to anyone else; (iii) copy, distribute or reproduce the Platform for the benefit of third parties; (iv) disclose the results of any testing or benchmarking of the Platform to any third party, or use such results for Customer's own competing software development activities or use the Platform in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Company's business; (v) modify, disassemble, decompile, reverse engineer, revise or enhance the Platform or attempt to discover the Platform’s source code or the underlying ideas or algorithms of the Platform; (vi) use the Platform in a manner that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights of any third parties including without limitation copyright, trademarks, designs, patents and trade secrets; (vii) remove or otherwise modify any of the Company's trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Platform nor copy any local agent, the Documentation or any written materials accompanying the Platform; (ix) use the Platform for any purpose other than for the purpose for which the Platform is designated for or other than in compliance with the terms of this Agreement; (x) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce limitations on the use of the Platform; (xi) use any automated means to access the Platform; (xii) use the Platform without receiving all applicable consents for the collection and processing of personally identifiable information as required under any applicable law; (xiii) integrate the Platform (or any part thereof) into Customer's hardware or systems other than as instructed by the Company; (xviii) ship, transfer, or export the Platform into any country, or make available or use the Platform in any manner, prohibited by applicable laws (including without limitation export control laws, as applicable); (xiv) violate or abuse log-in and/or password protections governing access to the Platform; (xv) allow any third party other than the Permitted Users to use the Platform; (xvi) access, store, distribute, or transmit during the course of its use of the Platform any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful, threatening, obscene or infringing material; and/or (xvii) use the Platform in any other unlawful manner.
Customer Data; Analytics Information.
1. Customer Data. The operation of the Platform and the provision of the Services require the Company to monitor, and process certain data provided to the Company by the Customer (the “Customer Data”).
2. Results. The Platform includes a dashboard that provides the Customer, inter-alia, with access to reports which are comprised of the results of processing the Customer Data and Queries by the Platform (“Output Data”). The Customer is solely and exclusively responsible: (i) for all actions it takes in response to the Output Data; (ii) to thoroughly review the Output Data, check for any alerts or warnings issued by the Platform, address the findings specified in the Output Data, and determine what actions are appropriate in light thereof; and (iii) to carry out such actions as the Customer deems appropriate as a result of the Output Data. The Company is not responsible or liable for the Customer’s reliance upon and use of the Output Data.
3. Anonymous Non-identifiable Analytics. The Company may collect and analyze and use in any other manner anonymous information which is derived from the use of the Platform and/or the Customer Data (i.e., non-identifiable information, aggregated and analytics information that does not identify an individual person) (collectively, "Analytics Information"), in order to provide and improve the Company's Platform and Services, for R&D purposes and for any other legitimate business purpose. The Company is and shall remain the sole owner of the Analytics Information.
Customer Warranties. Customer represents and warrants that it will use the Platform and Services in compliance with any applicable laws.
Mutual Warranties. Each Party represents and warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and (b) that the performance of this Agreement will not conflict with any obligations it has towards third parties, or violate any provision of any applicable law.
Ownership.
Without prejudice to the Parties' rights under other Sections of this Agreement:
1. The Platform. The Platform is not for sale and is and shall remain Company’s sole property. All right, title, and interest, including any Intellectual Property Rights evidenced by or embodied in, attached, connected, and/or related to the Platform and/or the Services and any and all derivative works, improvements, enhancements, updates, upgrades and customizations thereof or thereto (in each case regardless of whether specifically included in the Services ordered by the Customer or not) are and shall remain owned solely by the Company or its licensors. This Agreement does not convey to Customer any interest in or to the Platform but only, as aforesaid, a limited revocable right to use the Platform, in accordance with the terms of this Agreement, and nothing herein constitutes a waiver of the Company’s Intellectual Property Rights under any law. “Intellectual Property Rights” means: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
2. Feedback. If Customer contacts Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Services and/or Platform (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such Feedback into the Platform and/or other current or future products or services of the Company (without the Customer's approval and without further compensation to the Customer).
Confidentiality. Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. Neither Party shall use or disclose the Confidential Information of the other Party except as expressly permitted under this Agreement or by applicable law. For the avoidance of doubt, a recipient Party may disclose the other Party's Confidential Information to its officers, employees, services providers or advisors solely on a "need to know" basis, and provided that they are bound by similar nondisclosure obligations as those of this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of its disclosing Party.
Reference Customer. Customer agrees that the Company may identify Customer as a user of the Platform and/or the Services and use Customer's trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by Company on Company's website or social media accounts for promotional purposes.
LIMITED WARRANTIES.
1. The Company represents and warrants that, under normal authorized use, the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and the Company's sole liability for breach of this warranty, the Company shall repair the Platform in accordance with the SLA. The foregoing warranties shall not apply if the failure of the Platform results from or is otherwise attributable to: (i) repair, maintenance or modification of the Platform by persons other than the Company or its authorized agent; (ii) accident, negligence, abuse or misuse of the Platform; (iii) use of the Platform other than in accordance with the Documentation and/or the Company's instructions; (iv) the combination of the Platform with equipment or software not authorized or provided by the Company or otherwise approved by the Company in the Documentation; (v) any downtime, defect or error caused by or attributable to any third party software, technology or system that is beyond the control of the Company, and/or (vi) during any evaluation or testing period.
Other than as explicitly stated in this agreement, to the maximum extent permitted by applicable law, the Platform (including any Output Data) and Services are provided on an “as is” basis. In addition to other disclaimers contained in this agreement, the Company does not warrant that the Platform (including the Output Data) and/or the Services will increase the Customer's revenues or meet Customer's requirements, that the Platform's operation and the Services will be secured at all times, uninterrupted, error-free, false-positives free, free of viruses, bugs, worms, other harmful components or other software limitations. Without derogating from the foregoing, Company shall not be responsible for Customer’s determination whether to act on the basis of any Output Data and for any outcomes of such decision.
1. To the extent permitted by applicable law, the Company expressly disclaims all express warranties and all implied warranties, including, but not limited to, the implied warranties of merchantability, non-interference, fitness for a particular purpose, non-infringement and any warranties arising out of course of dealing or usage of trade.
2. Company shall not be responsible for unauthorized access to or alterations of the customer data, to the extent that such access or alteration is not due to company’s willful misconduct.
LIMITATION OF LIABILITY.
1. To the fullest extent permitted by applicable law, the Company, its licensors, suppliers, affiliates, distributors and resellers shall not be liable whether under contract, tort (including negligence) or otherwise, to Customer or any third party for any loss or damage, including, without limitation, indirect, special, incidental, punitive, exemplary or consequential damages of any kind (including but not limited to, any loss or damage to business earnings, lost profits or goodwill and lost or damaged data or documentation), suffered by any person, arising from, related to, and/or connected to, any use of or inability to use the Platform (including applicable installations, if any) and/or the Output Data and/or the Services, even if the Company has been advised of the possibility of such damages.
2. In any case, without limiting the generality of the foregoing and to the maximum extent legally permissible, the Company's, its licensors', suppliers', affiliates' distributors' and/or resellers' total aggregate liability for all damages or losses whatsoever arising hereunder or in connection with the Customer's use or inability to use the Platform and/or the Output Data and/or the Services shall in no event exceed, in the aggregate, the total amounts actually paid to Company under the applicable Purchase Order in the twelve (12) month period preceding the event giving rise to such claim. Inasmuch as some jurisdictions do not allow exclusions or limitations as set forth herein, the full extent of the above exclusions and limitations may not apply.
Company's Indemnification.
1. Company acknowledges and agrees to defend, at its expense, any third party action or suit brought against the Customer alleging that the Platform infringes intellectual property rights held by any third party ("IP Infringement Claim"), and the Company will pay any damages awarded in final judgment against the Customer that are attributable to any such claim, suit or proceeding; provided that (i) the Customer notifies the Company promptly in writing of such claim; and (ii) the Customer grants the Company authority to handle the defense or settlement of any such claim, suit or proceeding and provides the Company with all reasonable information and assistance, at Company’s expense. The Company will not be bound by any settlement that the Customer enters into without the Company's prior written consent.
2. If the Platform becomes, or in the Company's opinion is likely to become, the subject of an IP Infringement Claim, then the Company may, at its sole option and expense (a) procure for the Customer the right to continue using the Platform; (b) replace or modify the Platform to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot accomplished despite the Company's reasonable efforts, then the Company may discontinue providing the Platform (and related Services) and provide the Customer a prorated refund based on the remainder of the applicable Platform subscription (license) term.
3. Notwithstanding the foregoing, the Company shall have no responsibility for any IP Infringement Claim resulting from or based on: (i) modifications to the Platform made by any party other than the Company or its designee; (ii) the Customer's failure to use updated or modified versions or patches provided by the Company specifically to avoid such infringement; or (iii) the combination or use of the Platform with equipment, devices or software not supplied or authorized by the Company, or not in accordance with the Company's instructions.
4. The foregoing terms state the company's sole and exclusive liability and the customer's sole and exclusive remedy for any claims of intellectual property infringement or misappropriation.
Customer's Indemnification. The Customer agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees, agents and resellers, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) the Customer's breach of its warranties, obligations and undertakings under this Agreement; and (ii) a third party claim, suit or proceeding alleging that the use of the Customer Data within the scope of this Agreement infringes, or may infringe, any intellectual property, publicity or privacy right of a third party.
Term and Termination.
1. Term. This Agreement shall enter into force and effect on the date defined under the Purchase Order as the “Effective Date” and, unless earlier terminated in accordance with Section 15.2 below, shall remain in full force and effect until all Purchase Orders expire or are terminated (the “Term”).
2. Termination. Either Party may terminate this Agreement with immediate effect if the other Party materially breaches this Agreement and such breach remains uncured (to the extent that the breach can be cured) thirty (30) days after having received written notice thereof; except that the curing period for non-payment shall be ten (10) days following said notice. In the event that either Party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, and such event is not canceled within 30 days, the other Party shall have the right to immediately terminate this Agreement.
3. Effects of termination. Upon termination or expiration of this Agreement: (i) Company will cease from providing the Services hereunder, the licenses granted to Customer under this Agreement shall expire, and Customer shall discontinue all further use of the Platform; (ii) Customer shall immediately permanently delete all copies of the Documentation in Customer’s or any of its representatives’ possession or control; (iii) the receiving Party shall immediately return and/or permanently delete (as instructed by the disclosing Party) the Confidential Information, other than data that the recipient is required to retain by law, regulation or governmental order; and (iv) any sums paid by the Customer until the date of termination are non-refundable, and Customer shall not be relieved of its duty to discharge in full all due sums owed by the Customer to Company under this Agreement until the date of termination or expiration hereof, which sums shall become immediately due and payable on the date of termination or expiration of the Agreement. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Termination of this Agreement shall not limit either Party from pursuing any other remedies available to it under applicable law.
Miscellaneous. This Agreement represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. The Customer may not assign its rights or obligations under this Agreement without the prior written consent of the Company. Notwithstanding the foregoing, the Company may assign the Agreement at its sole discretion. This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts located in Tel-Aviv, Israel, shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of the Company (i.e., force majeure events).

Data Processing Agreement

DATA PROCESSING AGREEMENT

This Data Processing Agreement (the “Agreement”) is entered into by and between Cyabra, whether a company incorporated in the State of Israel or in the U.S., as shall be defined in the Terms of Service or the respective order form (the “Company” or, for purposes of this engagement, the “Processor”), forms an integral part of the Terms of Service between the Company and the Customer, which shall be deemed for purposes of this engagement as the “Controller”.

All capitalized terms shall have the meaning ascribed to them in the Terms of Service, unless expressly provided otherwise in this Data Processing Agreement. In the event of a conflict between the Terms of Service and this Agreement, the terms of this Agreement shall control over processing of Personal Data (as defined below).

The Customer and the Company hereby agree as follows:

DEFINITIONS
1. “Applicable Data Protection Laws” means applicable privacy and data protection laws in connection with the processing of personal data conducted pursuant to the Terms of Service, including without limitation (to the extent applicable), (a) GDPR (as defined below); (b) Israel Privacy Protection Law, 5741-1981, and the regulations promulgated thereunder; (c) CCPA (as defined below); and (d) guidance issued by any relevant supervisory authority or implementing, amending, or supplementing the above laws, rules and regulations, whether in effect now or in.
2. “CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code §1798.100 et. seq., and its implementing regulations. the future.
3. “Customer” as used in this Data Processing Agreement shall mean collectively, the Customer party that enter into the Terms of Service, its affiliates and any of the End Users
4. “Customer Personal Data” means any Personal Data provided by Customer and processed by the Company solely on Customer’s behalf, that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or natural person, or for purposes of the CCPA, with a consumer or household, to the extent that such information is protected as “personal information” (or an analogous variation of such term) under Applicable Data Protection Laws.
5. “Data Subject Requests” means any requests from a Data Subject related to access, rectification, suppression, limitation, objection, portability and erasure of Personal Data or other requests authorized under Applicable Data Protection Law.
6. “Designated Contact” for reporting Security Events, Data Subject Requests, and Personal Data Breach to the Processed Data, means (a) yossef@cyabra.com and such additional contact as designated by the Company; and (b) the Customer’s email included in the applicable order form and/or such additional contact as designated by the Customer.
7. “GDPR” means EU General Data Protection Regulation 2016/679.
8. “Personnel” means Company or Customer's employees, contractors, subcontractors, agents, representatives and end users.
9. “Processed Data” means any Personal Data Processed by the Company on behalf of the Customer pursuant to or in connection with the Terms of Service.
10. “Security Event” means any attempt or activity that (a) is made to gain unauthorized access to Processed Data; (b) interferes with the operation of any Company systems or Customer systems containing the Company or the Company third-party data or information; or (c) may otherwise compromise the security or privacy of the Processed Data or its disclosure.
11. “Service Provider” has the meaning set forth in Section 1798.140(v) of the CCPA.
12. The terms, “Controller” “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor” and “Supervisory Authority” shall have the same meaning as in the Applicable Data Protection Laws.
DATA PROTECTION AND PRIVACY OF PERSONAL DATA
1. comply with its respective obligations under Applicable Data Protection Laws in relation to all Customer Personal Data that may be processed in the performance and operation of this Agreement. Without derogating from the generality of the foregoing, Customer and the Company acknowledge and agree:
2. the processing operations to be carried out in the performance of this Agreement conform to the description set out under “Details of Processing” attached hereto as Annex A;
3. process the Customer Personal Data solely on the documented instructions of Customer, in order to supply the services and as otherwise necessary to perform its obligations under the Terms of Service including with regard to transfers of Customer Personal Data to a third country outside its current location;
4. any transfer of Personal Data of persons located in the European Union or the European Economic Area to other countries, requires the prior written consent of the Controller and may only take place if there is an appropriate level of data protection by complying with the special requirements as set forth in the GDPR. The Controller acknowledges that the Processor is located in Israel and in the U.S. and hereby consents to the transfer of Personal Data to Israel in accordance with the contractually agreed service, but only to the extent that there is an adequate level of data protection in Israel according to an EU adequacy decision, or subject to the execution of standard contractual clauses, in the attached hereto Annex B; and
5. shall immediately inform the other party if, in its opinion, an instruction pursuant to the Terms of Service infringes Applicable Data Protection Laws.
DATA SUBJECT RIGHTS
1. The Company shall provide reasonable assistance to the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising the Data Subject's access, erasure or opt-out requests and objections. The Company shall not be liable in respect of any claim regarding Data Subject rights
2. The Company shall promptly notify the Customer's Designated Contact if it receives a request from a Data Subject under any Applicable Data Protection Law in respect of the Processed Data; and ensure it responds to that request as required by Applicable Data Protection Laws (but the Company will not itself respond other than to confirm receipt of the request, to inform the data subject, authority or other third party that their request has been forwarded to Customer, and/or to refer them to Customer, except per reasonable instructions from Customer).
3. The Company will also reasonably assist Customer with the resolution of any request or inquiries that Customer receives from data protection authorities relating to the Company, unless the Company elects to object such requests directly with such authorities.
PERSONAL DATA BREACH AND SECURITY EVENTS
1. The Company shall notify the Customer without undue delay upon becoming aware of a Personal Data Breach or a Security Event affecting the Processed Data. The Company shall not be liable in respect of any claim of Personal Data Breach or a Security Event.
2. Unless otherwise mandated by Applicable Data Protection Laws, the Customer shall instruct the Company if to report or inform Data Subjects of the Personal Data Breach, pursuant to the requirements under Applicable Data Protection Laws.
3. The Company shall take reasonable commercial steps in the investigation, mitigation and remediation of each such Personal Data Breach or a Security Event.
SUBPROCESSORS AND PERSONNEL
1. Customers shall ensure Personnel authorized to Process the Customer Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
2. Both parties will disclose the Processed Data only to those Personnel who have the need to know such Processed Data in connection with the performance of the Terms of Service.
3. Customer hereby grants to the Company a general written authorization to use sub-processors for the provision of the Service, provided that:
SECURITY
1. Company shall ensure the security of the Customer Personal Data that it processes in accordance with the requirements of Applicable Data Protection Law.
2. Both parties, taking into account the technical progress and further development, implementation costs and the nature, scope, circumstances and purposes of processing, as well as the different likelihood and severity of the risk to the rights and freedoms of natural persons, shall take appropriate technical and organizational measures to ensure a level of protection appropriate to the risk;
3. Both parties shall use best efforts to ensure (a) that any Processed Data that is inaccurate or incomplete is erased or rectified; (b) establish an audit trail to document whether and by whom Processed Data have been entered into, modified in, or removed; and (c) retain the Processed Data only as long as is necessary.
RECORDS AND AUDITS
1. In connection with the processing of Customer Personal Data, the Company shall, during the term of engagement with the Customer, provide the Customer with information reasonably necessary to demonstrate compliance with the obligations laid down in the Applicable Data Protection Laws, within reasonable times.
2. Should Applicable Data Protection Laws require Customer to perform an audit on the Company for compliance purposes, and only during the term of the engagement with Customer, the Company shall allow for and contribute to audits and inspections, conducted by the Customer or another auditor mandated by the Customer, provided that: (i) the auditor or anyone on its behalf shall enter into a confidentiality undertaking towards Company in a form submitted or reasonable agreed by Company; (ii) the audit shall not be conducted more than once every twelve months; (iii) the Customer must provide a sixty (60) days’ prior written notice; (iv) the audit may be conducted only during business hours, shall cause minimal disruption to the Company’s business and no trade secrets will be disclosed to auditors during such audit; and (v) the purpose of the audit shall be limited only to compliance with Applicable Data Protection Laws.
3. Both parties shall use best efforts to ensure (a) that any Processed Data that is inaccurate or incomplete is erased or rectified; (b) establish an audit trail to document whether and by whom Processed Data have been entered into, modified in, or removed; and (c) retain the Processed Data only as long as is necessary.
GENERAL
1. This Agreement shall be governed by the laws applicable to the Terms of Service or as shall be otherwise set forth in the order form.
2. The provisions of this Agreement shall survive termination or expiration of the Terms of Service, for as long as the Company shall process Personal Data of the Customer.
3. IN WITNESS WHEREOF, this Data Processing Agreement is entered into and becomes a binding part of the Terms of Service with effect from the effective date set out below.

ANNEX A

DETAILS OF PROCESSING

Details of the Processing of the Personal Data (as required by Article 28(3) GDPR):

Subject matter and duration of the processing of the Personal Data: shall be as set forth in the order form, according to the scope of Service and the Term, as both defined in the Terms of Service.

The nature and purpose of the processing of the Personal Data:

For the Company to perform its obligations pursuant to the Terms of Service;
For delivery and provision of the Service to the Customer;
For customer support and technical troubleshooting;
To comply with applicable law, including law enforcement requests.

The types of the Personal Data to be processed: name, phone number, email address, position, transactions, usage details, including URLs visited, events triggered on defined actions such as page loads, clicks, logins and purchases, IP addresses, cookies, analytics data and, as otherwise provided by the Customer: ________________________

The categories of Data Subject to whom the Personal Data relates: current, former and potential employees and subcontractors of the Customer and other authorized users of the Services and, as otherwise provided by the Customer: ________________________

Sub-Processors: The sub-processor list will be provided by the Company to the Customer upon the Customer's request.

ANNEX B

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

(a)

The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)(1) for the transfer of personal data to a third country.

(b)

The Parties:

(i)

the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A. (hereinafter each ‘data exporter’), and

(ii)

the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each ‘data importer’).

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(c)

These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d)

The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

1()

Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.

Clause 2

Effect and invariability of the Clauses

(a)

These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b)

These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a)

Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);
Clause 9(a), (c), (d) and (e);
Clause 12(a), (d) and (f);
Clause 13;
Clause 15.1(c), (d) and (e);
Clause 16(e);
Clause 18(a) and (b).

(b)

Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a)

Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b)

These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c)

These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 - Optional

Docking clause

(a)

An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b)

Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c)

The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II - OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

(8.1)

Instructions

(a)

The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.

(b)

The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.

(c)

The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.

(d)

The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter(2).

2()

See Article 28(4) of Regulation (EU) 2016/679 and, where the controller is an EU institution or body, Article 29(4) of Regulation (EU) 2018/1725.

(8.2)

Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

(8.3)

Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

(8.4)

Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to rectify or erase the data.

(8.5)

Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

(8.6)

Security of processing

(a)

The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b)

The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c)

In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d)

The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

(8.7)

Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B.

(8.8)

Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union(3) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;
the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

3()

The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purposes of these Clauses.

(8.9)

Documentation and compliance

(a)

The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.

(b)

The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the controller.

(c)

The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.

(d)

The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.

(e)

Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.

(f)

The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(g)

The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

(a)

The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).

(b)

Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects.(4) The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c)

The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d)

The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e)

The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

4()

This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

Clause 10

Data subject rights

(a)

The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.

(b)

The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c)

In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

Clause 11

Redress

(a)

The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b)

In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c)

Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
refer the dispute to the competent courts within the meaning of Clause 18.

(d)

The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e)

The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f)

The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a)

Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b)

The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c)

Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d)

The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e)

Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f)

The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(g)

The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a)

Where the data exporter is established in an EU Member State, the supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679, the supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679, the supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b)

The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

(a)

The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b)

The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards(5);
any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c)

The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d)

The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request

(e)

The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). The data exporter shall forward the notification to the controller.

(f)

Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation, if appropriate in consultation with the controller. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the controller or the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

5()

As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.

Clause 15

Obligations of the data importer in case of access by public authorities

(15.1)

Notification

(a)

The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

The data exporter shall forward the notification to the controller.

(b)

If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c)

Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). The data exporter shall forward the information to the controller.

(d)

The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e)

Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

(15.2)

Review of legality and data minimisation

(a)

The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b)

The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. The data exporter shall make the assessment available to the controller.

(c)

The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a)

The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b)

In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c)

The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
the data importer is in substantial or persistent breach of these Clauses; or
the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority and the controller of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d)

Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e)

Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of United Kingdom.

Clause 18

Choice of forum and jurisdiction

(a)

Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b)

The Parties agree that those shall be the courts of United Kingdom.

(c)

A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d)

The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

EXPLANATORY NOTE:

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

Q&A

Answers to Frequently Asked Questions

We value your privacy!

To ensure the protection of your data, we have implemented security and privacy measures inline with commonly accepted best practices. Here, you will find responses to key questions concerning the security and privacy practices we employ in delivering our services:

What type of data we collect and process in order to provide our services?

Cyabra collects and processes data in accordance with specific data permissions provided by you – our client. Some of the main categories are name, address, e-mail address, company name, industry, website URL, IPs, devices names.
Cyabra also collects public profile data from social media, only from accessible websites or platforms where data is openly available and aligns its activities with user expectations. Such data is collected by Cyabra’s proprietary technology, organized, rearranged, compared and merged with other data attributes and being presented to Cyabra’s clients for service and analytics provision.

While providing the services, do we act as a Data Controller or Data Processor?

Cyabra acts as Data Processor, and the client acts as a Data Controller. Cyabra will only process data for the purposes of providing the service to its clients, and its actions will be limited to the client’s instructions.

Will we transfer data outside of the client’s territory?

The data is shared and accessed from the client’s location to the U.S., or Israel, on an ongoing basis. Additionally, in order to provide a global service, we share and/or store data required to provide ongoing maintenance and support with our regional offices and some of our sub-processors. The sub-processor list can be provided by the Company upon the Customer's request. We rely on “appropriate safeguards” under applicable data protection laws for any cross-border data transfers, including with respect to transfer of personal data outside of the EU.

How would we deal with an actual or suspected data breach?

Cyabra has a well-maintained and up-to-date incident response policy, and constantly adapts to security developments through the expertise of our own team and the advice of leading external legal and professional services consultants. We would report data breaches in accordance with our legal obligations.

Do we offer a Data Processing Agreement (“DPA”)?

Yes we do. Link to our DPA in which we commit to operate in accordance with applicable laws.

Who at Cyabra can access the data?

Only those specifically authorized personnel who their access is required in order to provide successful delivery, operation and service to the clients may access data.

For how long do we retain our clients’ data?

Client data will be deleted after expiration/termination of the services, all in accordance with the Terms of Use and Cyabra policies. Additionally, the client may make a specific deletion written request at any time.

Is there an appointed DPO?

All of our personnel are bound by strict duties of confidentiality and are required to undergo periodic training courses on information security, GDPR compliance, and other applicable data protection laws. We also appointed a Data Protection Officer (DPO) for monitoring and advising on ongoing privacy and compliance matters.

If you have further questions, please contact us at DPO@cybra.com.

These FAQs are provided for information purposes only, and the contents are subject to change without notice. These FAQs are not warranted to be error-free, nor subject to any other warranties or conditions, whether expressed orally or implied in law, including implied warranties and conditions of merchantability or fitness for a particular purpose. We specifically disclaim any liability with respect to these FAQs, and no contractual obligations are formed either directly or indirectly by these FAQs.

Terms and Policies

SAAS AGREEMENT

The Platform.

Fees; Payment Terms.

Customer Data; Analytics Information.

LIMITED WARRANTIES.

LIMITATION OF LIABILITY.

Company's Indemnification.

Term and Termination.

DATA PROCESSING AGREEMENT

DEFINITIONS

DATA PROTECTION AND PRIVACY OF PERSONAL DATA

DATA SUBJECT RIGHTS

PERSONAL DATA BREACH AND SECURITY EVENTS

SUBPROCESSORS AND PERSONNEL

SECURITY

RECORDS AND AUDITS

GENERAL

ANNEX A

DETAILS OF PROCESSING

ANNEX B

STANDARD CONTRACTUAL CLAUSES

Answers to Frequently Asked Questions