Effective date 1 November 2021, Version 1.0.0
These Terms apply to all contractual relationships between Ayanza Inc. seated at 16192 Coastal HWY, LEWES DE 19958-3608("Ayanza") and Customer.
These Terms further incorporate the Data Processing Addendum annexed as Schedule 1, whereas the Data Processing Addendum forms an inseparable part of the Agreement.
These Terms are subject to change. The current version is always available at https://ayanza.com/terms-of-service .
By entering into the Agreement with Ayanza, You, the Customer, acknowledge that you have read and understood these Terms and agree to be bound by them.
The Agreement will take precedence over any conflicting or inconsistent information included in other materials (e.g. promotional materials, mailers) on the Ayanza Platform. In the event of an inconsistency between these Terms and any other terms in an Order, the terms of the Order will prevail only to the extent of such conflict.
Headings. Headings used in these Terms are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect these Terms.
In these Terms, unless the context requires otherwise, the words and expressions set out in this clause 2.2 shall have the meaning ascribed to them herein:
“User Account” means account created by Customer for User.
"Admin Account" means account created by Customer in order to utilise Service.
"Agreement" means these Terms, together with the Order which constitutes the terms and conditions under which is Ayanza willing to provide you with Service.
"Ayanza Platform" means the platform developed by Ayanza for work organization and collaboration.
"Confidential Information" means all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential.
"Consumer" means an individual acting wholly or mainly outside their trade, business, craft or profession.
"Customer" means a third party which is identified in the Order.
"Customer Data" means any and all Data that Ayanza processes as a Processor on behalf of the Customer in course of providing Service under the Agreement. Customer Data does not include data that is processed by Ayanza as a Controller for its own purposes such as Usage Data.
"Documentation" means any documentation of Ayanza Platform that Ayanza may publish.
"Documents" means all files that can be stored in Ayanza Platform.
"Effective Date" means in case of Online Order the date of the Online Order and in case of Order Form the date specified in the Order Form;
"Fees" means the subscription fees that Customer shall pay Ayanza for Service.
“Module” means Ayanza Free, Ayanza Premium, Ayanza Enterprise or any other package that Ayanza offers via Ayanza Platform.
“Order” means ether (i) online ordering process through which Customer submits ordering information e.g., which Module of Service Customer wants to use, the number of users and billing details (“Online Order”) or (ii) an order form executed between Customer and Ayanza detailing e.g., which Module of Service Customer wants to use, the number of users and billing details (“Order Form”).
"Parties" means either Party to the Agreement, either Customer or Ayanza, "Parties" means both Customer and Ayanza.
"Service" means access to the Module in Ayanza Platform that Customer has specified in the Order and that is provided subject to the terms agreed in the Agreement.
“Terms” means these Terms of Service.
"User" a user that is added to Service by Customer via Admin Account. User includes any individual or entity for which an email address or other identifier has been added to Service, even if suspended or not activated for, or active in, any features of the Service. Any access or use of Service by any User is considered use or access by Customer.
Service. Subject to these Terms Ayanza will make available the Modules of Service that are specifically described in the Order. Customer shall pay Ayanza Fees as set in the Order in line with the payment terms as set out in the Section 4 of these Terms. Customer shall use the Service only under the terms and conditions and way as prescribed in these Terms.
Sign-up. . Customer may create its Admin Account via the sign-up option on Ayanza Platform.
User Accounts. Customer can create a User Account for each its Users to enable the Users to access Ayanza Platform. Each User Account needs to be allocated to a specific email address which may only be used by a single User. Service is not intended for Users under the age of 16 and Customer represents and warrants that no Users will be under the age of 16. Customer is responsible for ensuring that Users' use of Service complies with this Agreement.
Access to Service. Service is available only through electronic means and protected by login details that are needed to access the Admin/User Account.
Availability. Ayanza shall make Service available to Customer subject to any unavailability caused by circumstances beyond Ayanza’s reasonable control, including any Force Majeure Events as described in the Section 12.2 (Force Majeure) of this Agreement. Customer acknowledges that availability of Service depends on Customer’s compliance with the Limitations stipulated in the Section 5.2 of this Agreement. Therefore, exceeding of the Limitations may result in limitation or unavailability of Service. Service may be temporarily limited or interrupted due to maintenance, repair, modifications, upgrades or relocation. Unless otherwise agreed in the Agreement, Ayanza shall undertake reasonable endeavours to notify Customer of scheduled and unscheduled outages that are expected to take more than four (4) hours and that may affect Service.
Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Service, including but not limited to modems, hardware, servers, software, operating systems, networking, web servers and the like.
Subcontractors. Ayanza may use subcontractors that provide certain parts of Service, while certain parts of Service may be subject to the additional terms of service.
Usage Data. Customer acknowledges and agrees that provision of the Service involves, and Customer authorises Ayanza to: (a) collect usage data in connection with Customer’s/User’s use of the Service; (b) conduct Net Promoter Score and Customer satisfaction surveys, (c) release notes targeting and (d) use usage data, Net Promoter Score and Customer satisfaction data in connection with providing, analysing, and improving Service;
Development. Ayanza Platform remains in constant development. Customer agrees that Ayanza may unilaterally remove or add new features to Service without any substitution or compensation to Customer.
Feedback. Ayanza may freely use and incorporate into the Ayanza Platform any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or any Users (such as via Ayanza's market research activities or customer support channels) relating to the use of Service.
Ayanza Free. If Ayanza offers a free version of Service without a Fee (“Ayanza Free”), Customers of Ayanza Free are entitled to have up to 100 Documents, use the personal note-taking feature, templates and other features as offered for Ayanza Free. No additional support is provided to Ayanza Free Customers.
Fees. Customer will pay all Fees set forth in the Order without any offset or deduction and in the currency outlined in the Order. All Fees are non-refundable and payment obligations are non-cancellable.
Fee calculation, High-Water Mark. Customer will pay Ayanza for all Users, at the
applicable per-User Fees as set in the Order. The Fee for each started calendar month will be based on the maximum number of Users using Service at any time during the month (the “High-Water Mark” of Users).
Yearly Subscription. If Customer has a yearly subscription or other than monthly subscription, all Fees will be invoiced in advance at the billing frequency specified in the applicable Order based on the number of Users specified in such Order (the “Committed Quantity” of Users). If the High-Water Mark of Users for Customer exceeds the applicable Committed Quantity in any month, Ayanza will invoice, and Customer will pay, the difference between each Committed Quantity and each High-Water Mark, based on the Fees calculation described in Section 4.3 (Fee calculation, High-Water Mark), for such month.
Monthly Subscription. For monthly subscription, all Fees will be invoiced on a monthly basis in arrears (“Monthly Fees”). Full Monthly Fees will be charged for every full or partial calendar month that Service is used, based on the High-Water Marks for such months.
Payment Agreement. All Fees are due to Ayanza immediately when the invoice is generated. All Fees to Ayanza are paid through the payment gateway available on Ayanza Platform. Claims for adjustment of any invoiced or charged Fees must be submitted by Customer within 5 days of the date of the invoice issue date. Any undisputed amount that is not paid when due may accrue in a suspension of Service as described in Clause 8.4. of these Terms. In addition, Customer will reimburse Ayanza for all costs (including reasonable attorney and collection agency fees) associated with collecting delinquent or dishonoured payments.
Payment Card Authorization. Unless otherwise stated in the applicable Order, Ayanza will charge (and Customer hereby authorizes Ayanza to charge) Customer’s payment card for all Fees as of the date the applicable invoice is generated, the amount of any past due Fees, plus late charges, if any, due to Ayanza under these Agreement. Customer acknowledges that as the Fees are to be charged to Customer’s payment card and the Service have a form of subscription, Ayanza will store and process Customer’s payment card data for as long as Customer has an Admin Account with Ayanza and 30 days after Customer deletes its Admin Account (for potential claims for chargebacks). Ayanza may process Customer’s payment card data as well for a longer period in case of any disputes or for purposes of establishment, exercise and defence of legal claims.
Invoices. If payment by invoice is agreed in an Order, all invoices shall be due within fourteen (14) days unless specified to the contrary in the Agreement or Order.
Late Fee. Any Fees not paid when due shall accrue default interest at the rate of 0.1% per day. If such an amount would exceed the maximum default interest possible under the applicable law, then Customer shall be obliged to pay only such maximum default interest. Ayanza (or its payment provider) shall be authorised to charge the respective funds from Customer’s payment card saved and pre-authorized in Customer’s Admin Account according to clause 4.7 of these Terms; in such case, Azanya shall issue a standard invoice promptly after the payment is credited to the Ayanza’s bank account.
Taxes. Unless otherwise stated, the Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonised, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases pursuant to the Agreement. If Ayanza has a legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Ayanza with a valid tax exemption certificate authorised by the appropriate taxing authority.
Inflation. Unless the Parties agree otherwise, Ayanza may increase with the effect as of each anniversary of the Effective Date its Fees over the prior year by the lower of (i) the maximum of percentage equal to the percent change of the consumer price index reasonably selected by Ayanza, or (ii) 5%.
USE OF AYANZA PLATFORM
Purpose. Customer and its Users shall use the Ayanza Platform solely for its internal purposes subject to the terms of the Agreement.
Limitations. Customer agrees that Customer shall not:
permit any party to access and/or use Service, other than the Users authorized under these Terms;
remove any proprietary notices, labels, or marks;
use it for illegal conduct;
transmit to or from it any material containing malicious code (e.g., virus, trojan horse) or other harmful files, scripts, agents, or programs;
except as expressly permitted in an Order, rent, lease, loan, or sell access to Service to any third party, or use Service on behalf of any third party (except to the extent the third party is a contractor to Customer and authorized by Customer as a User);
interfere with, disrupt, create an undue burden on, alter, translate, or modify Service, any part thereof;
perform penetration tests or any other security tests on Service, create derivative works of Service, or reverse engineer, reverse compile, reverse assemble or do any other operation with any aspect of Service that would reveal any source code, trade secrets, know-how or other proprietary information;
access Service in order to (i) build a competitive product or service; (ii) build a product using similar ideas, features, functions, or graphics of Service; or (iii) copy any ideas, features, functions, or graphics of Service;
without Ayanza’s express written permission, introduce software or automated agents or scripts to Service so as to produce multiple accounts, generate automated searches, requests, or queries, or to strip or mine data from Service;
perform or publish any performance or benchmark tests or analyses relating to Service or the use thereof;
access or use Service APIs in any way that is not expressly permitted in the Documentation therefor. Except as expressly set forth in this Agreement, no express or implied license or right of any kind is granted to Customer regarding Service, or any part thereof; or
exercise any rights in excess of those granted in this Agreement or access Service or any feature thereof (including via any API) in excess of any usage limitations described in these Terms or any Order or any Documentation published by Ayanza.
Usernames and Passwords. Customer is solely responsible for maintaining the confidentiality of all Customer and User usernames and passwords. Customer agrees to:
not to allow a third party to use its Admin/User Account, usernames, or passwords at any time, except as expressly permitted under these Terms; and
to notify Ayanza promptly of any actual or reasonably suspected unauthorized use of its Admin/User Account, usernames, or passwords, or any other breach or suspected breach of these Terms of which it becomes aware.
Users. Customer is responsible for all acts or omissions of its Users and for all activities that occur under its Admin Account or User Accounts.
Authority. Customer represents and warrants that it has the authority to disclose to Ayanza, and to permit Ayanza to collect and process, Customer Data and Usage Data in connection with, and in accordance with, this Agreement.
Consumer specific provisions.
This Section 6 applies if and only if you, Customer enter into an Agreement with Ayanza as a Consumer.
Withdrawal. In accordance with Customer’s explicit consent and acknowledgement that the performance of Service will start immediately after the Order and therefore Customer will lose the right to withdrawal in 14-day period that Customer has provided when sending the Order, Customer may not withdraw from the Agreement.
Liability. AYANZA’S LIABILITY TO CONSUMER FOR ANY DAMAGE THAT MAY BE CAUSED TO THE CONSUMER IN CONNECTION WITH THE USE OF SERVICE AND ANY ITS MALFUNCTIONS AND ERRORS SHALL BE LIMITEDTO THE FULLEST EXTENT POSSIBLE UNDER THE APPLICABLE LAW. TO THE FULLEST EXTENT POSSIBLE BY APPLICABLE LAW AYANZA , ITS AFFILIATES, CONTRACTORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SERVICE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LITIGATION COSTS, LOSS OF DATA OR GOODWILL OR PRODUCTION, OR BUSINESS OPPORTUNITIES, OR REPUTATION, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CUSTOMER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIS LIMITATION OF DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
Warranty. If you are a consumer, you have certain rights under the law. These rights include an obligation of Ayanza to provide Service using reasonable care. Nothing in these Agreement is intended to limit or exclude our liability for any breach by Ayanza of this. EXCEPT IN CASES IN WHICH WE HAVE HIDDEN DEFECTS IN BAD FAITH OR DEFECTS HAVE RENDERED USE OF SERVICE IMPOSSIBLE AND EXCEPT FOR AYANZA PAID PRODUCTS, WE PROVIDE SERVICE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." WE DON’T GUARANTEE THE ACCURACY OR TIMELINESS OF SERVICE. YOU ACKNOWLEDGE AND AGREE THAT SOFTWARE SYSTEMS AREN'T FAULT-FREE AND THAT OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE CAN'T GUARANTEE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. WE AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS AND VENDORS GIVE NO CONTRACTUAL GUARANTEES OR CONDITIONS. YOU HAVE ALL MANDATORY WARRANTIES FORESEEN BY LAW, BUT WE GRANT NO OTHER WARRANTIES. WE EXCLUDE ANY IMPLIED MANDATORY WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
In accordance with Article 14 of EU Regulation 524/2013 on online dispute resolution for consumer disputes, amending Regulation EC 2006/2004 and Directive 2009/22/EC, Customer has the right to exercise his/her rights and claims arising from this Agreement with Ayanza in the framework of the alternative online dispute resolution (“ODR”). ODR is provided by a platform operated by the European Commission. Customer, who is a Consumer, is entitled to use the ODR platform for the resolution of disputes, in the language of his choice. The ODR platform can be accessed online at https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLangu
Customer may settle their dispute in accordance with EU Directive 2013/11/EU on alternative dispute resolution for consumer disputes and amending Regulation (EC) 2006/2004 and Directive 2009/22/EC (“ADR”). You can find a dispute resolution body in your country here: https://ec.europa.eu/consumers/odr/main/?event=main.adr.show2&lng=EN
Customer has a right to contact Ayanza with a request for redress if she/he is not satisfied with the manner in which Ayanza has handled his/her complaint or if he/she believes that Ayanza has violated his/her rights, by sending an email to the firstname.lastname@example.org. Customer also has the right to file a complaint with the Authority for Consumers and Markets.
THIRD PARTY INTEGRATIONS
Access to Third Party Software. While using Service, Customer may, through Application Programming Interface (API) or otherwise, allow certain Third-Party Software to access, or be accessed by, Service.
Use of Third-Party Software. Customer is solely liable for any use of the Third-Party Software and shall review all applicable Agreement and privacy and technical security thereof.
Liability. Customer agrees that Ayanza shall not be held liable for any loss or damage from Customer's use of the Third-Party Software in connection with the Service.
Indemnification. Customer shall defend and fully indemnify Ayanza against all liabilities, damages, losses, costs, fees (including reasonable legal fees), and other expenses connected to claims of a third party arising from Customer's use of Third-Party Software.
TERM, TERMINATION, AND SUSPENSION
Term and Renewal.
Monthly subscriptions. The Term shall commence on the Effective Date and continue for the end of the same month in which the Term started. Monthly subscriptionswill automatically renew at the end of the month, unless you cancel your monthly subscription before the end of the then-current month using the appropriate functionality of the Ayanza Platform. The cancellation will take effect the day after the last day of the current month.
Other than monthly subscriptions. The Term shall commence on the Effective Date and continue for the period agreed to in the Order; if no period is specified in the Order, the Term shall last for twelve (12) months from the Effective Date.The Agreement shall be automatically renewed for additional periods equal to the Term unless any Party provides a written notice of intent not to renew at least thirty (30) days before the expiration of then-current Term.Customer may renew an Order for a longer duration than the then-current Order Term (e.g., a monthly subscription may be renewed as a yearly subscription or other longer subscription as offered by Ayanza).
Suspension of Service. Ayanza may temporarily suspend or disable Service, or restrict Customer’s or any User’s access to the Service or any component thereof:
if Ayanza reasonably determines that Customer or a User has breached these Terms, including but not limited to Section. 5.
if Ayanza reasonably determines that Service has been accessed by an unauthorized third party or an individual or entity other the User to whom such username and password was originally assigned;
if Ayanza reasonably determines such action is required to avoid or mitigate material harm to Ayanza or its customers, such as if Service is experiencing excessive use, denial of service attacks, or other attacks or disruptions outside of Ayanza’ control;
to address any emergency security concerns, such as if Ayanza becomes aware that an Admin/User Account may have been used by an unauthorized person;
for scheduled or emergency maintenance of Service; or
if required to do so by law or a governmental or regulatory authority.
Suspension of Admin Account. If any part of the Fees is overdue,Ayanza will notify Customer in writing or in another way via Service and, following this notification, has the right to suspend Service, without limiting its other rights or remedies, until all overdue Fees are paid in full.
after fourteen (14) days from when Fees were due, display a warning to Customer;
after thirty days (30) from when Fees were due, lock Admin Account so that Customer’s Users will be unable to login and access Service whereas Customer Data will be retained.
on the ninety first (91) day from when Fees were due, Ayanza will delete Admin Account and all Customer Data and all Customer’s Users.
Termination. Either Party may further terminate the Agreement without a notice period in case the other Party:
materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving notice of such a breach; or
becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition or the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing;
Termination for non-payment. Ayanza may terminate the Agreement without a notice period and with immediate effect in case Customer has not paid the Fees for 90 days in accordance with Clause 8.4.3.
Effects of Termination.
Upon any termination or expiration of the Agreement:
Customer shall promptly pay Ayanza all amounts owed under the Agreement;
each Party shall promptly return or destroy all Confidential Information of the other Party (other than Customer Data);
Customer may request that Ayanza provides Customer with Customer Data pursuant to Clause 8.7 and
Customer’s access to Service will be terminated and, following an additional ninety (90) days, delete Customer Data.
Return of data. Upon the request of Customer that is made (i) any time during the Term, or (ii) upon Customer’s request following a termination or expiration of the Agreement, Ayanza will make Customer Data available to Customer in a machine-readable form for download together with any attachments in their native format.
INTELLECTUAL PROPERTY AND DATA PROTECTION
Intellectual Property. The Parties acknowledge that the outcome of Service is not to transfer any right, title, or interest to the intellectual property of either Party and therefore, the Parties agree that:
Ayanza or its licensors (if applicable) retain all right, title, and interest in and to the Ayanza Platform, and Customer acknowledges that it neither owns, acquires, nor receives any rights in and to the Ayanza Platform or will do so during the course of the Agreement;
All brand, product, and service names and marks used in Service which identify Ayanza are proprietary names and marks of Ayanza and Ayanza does not provide Customer with any right to use Ayanza’s brand, product, and service names and marks.
the Customer grants Ayanza a limited, non-exclusive, non-transferable right to use Customer Data to:
perform Ayanza's obligations under the Agreement, and
analyse Customer's use of the Ayanza Platform to improve Service;
subject to the rights granted in the preceding Clause, Customer retains all right, title, and interest in and to Customer Data, and Ayanza acknowledges that it neither owns, acquires, or receives any rights in and to the Customer Data or will do so during the course of the Agreement; and
Customer grants Ayanza a limited, non-exclusive, non-transferable right to use the Customer's logo and business name to publicly refer to Customer as a user of Service so long as Ayanza abides by any corporate identity rules that it receives from Customer for this purpose.
Data Protection. Data protection is governed by Data Processing Addendum. Data Processing Addendum shall prevail in case of any discrepancies with the Agreement.
Confidentiality Obligation. Each Party agrees that all Confidential Information is proprietary to the disclosing Party or a third party, as applicable, and will remain the sole property of the disclosing Party or such third party. Each Party further agrees as follows:
to use the Confidential Information only to effectuate its rights and obligations under the Agreement;
restrict access to the Confidential Information to such of its personnel, agents, or consultants, who need access to it and who have a confidentiality obligation similar to the one in the Agreement; and
protect the Confidential Information with the same degree of care as its own but in no case less than with reasonable care.
Exceptions. The preceding Clause shall not apply to Confidential Information that:
is publicly available when disclosed;
becomes publicly available through no fault of the other Party;
is provided to the other Party by a third party who obtained it without breaching a confidentiality obligation;
is independently developed by the other Party without any use of the Confidential Information or persons who have the knowledge thereof;
is approved in writing for release or disclosure by the other Party; or
is requested for disclosure by law, court, or a governmental body; in such a case, that Party must provide all information about this request for disclosure to the other Party as soon as legally possible.
WARRANTIES (applicable for a Customer that is not a Consumer)
Warranty. Each Party represents and warrants to the other Party that:
it is duly incorporated and validly existing under the laws of the country of its incorporation; and
has required corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under the Agreement.
Customer Warranty. Customer represents and warrants to Ayanza that it owns sufficient right, title, and interest in Customer Data to allow the Parties to perform their rights and obligations under the Agreement without infringing any third party's right.
No Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AYANZA DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, NON-INFRINGEMENT, SYSTEM INTEGRATION, OR QUIET ENJOYMENT, AND AYANZA PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". This Clause 11.4 applies only to Customers that are not Consumers. Section 6 applies for a Customer that is a Consumer.
Liability limitation. IN NO EVENT WILL AYANZA, ITS AFFILIATES, CONTRACTORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SERVICE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LITIGATION COSTS, LOSS OF DATA OR GOODWILL OR PRODUCTION, OR BUSINESS OPPORTUNITIES, OR REPUTATION, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CUSTOMER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIS LIMITATION OF DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF AYANZA TO THE CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT FROM WHICH THE LIABILITY AROSE. The Parties agree that this clause represents a reasonable allocation of risks. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. HOWEVER, IN THESE JURISDICTIONS, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. This Clause 12.1 applies only to Customers that are not Consumers. Section 6 applies for a Customer that is a Consumer.
Force Majeure. Neither Party will be in violation of the Agreement or liable for damages if the failure to perform the obligation is due to any event or circumstances (or combination of events or circumstances) not reasonably foreseeable by such Party which is beyond the reasonable control of the Party, including without limitation to, failure of power grid, failure of the Internet, natural disaster, weather event, war, riot, insurrection, epidemic, strikes, floods, acts of terror, a third party breach, failures, downtime or delays by an internet service provider or hosting provider, or labour action, terrorism, denial of service attacks or other events beyond such Party’s reasonable control (“Force Majeure Event”);
The following event shall always be deemed Force Majeure Events is relation to Ayanza:
a natural disaster;
failure or delays of telecommunication networks, internet, hosting, hardware, software;
software damage to the Ayanza's system and infrastructure, including viruses, cyber-attacks.
Essential considerations. The Parties acknowledge and agree that the disclaimers, exclusions, and limitations of liability set forth in Clauses 11 and 12 herein form an essential basis of the Agreement, and that, absent these disclaimers, exclusions, and limitations of liability, the Agreement of the Agreement, including, the economic Agreement, would be substantially different.
Notices. Any notices, invoices, or letters under the Agreement shall be delivered to the Parties by electronic means (email). Both Parties shall specify email addresses in the Order. If Customer does not identify an email address in the Order, Ayanza may use any of the email addresses that Customer used to execute the Agreement.
Governing Law. These Agreement and any dispute or claim arising out of it or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law are governed by the laws of the Netherlands without regard to conflict of laws principles.
Jurisdiction. Any dispute arising from or in connection with the Agreement, including a dispute regarding the existence, validity or termination of the Agreement or consequences of its nullity shall be decided exclusively by competent courts of Amsterdam, the Netherlands.
Severability. The provisions of these Agreement are severable, and if any part of them is held to be illegal or unenforceable, the validity or enforceability of the remainder of them will not be affected.
Survival Clause. The Agreement and conditions of this Agreement which by their nature extend beyond termination of this Agreement shall survive the expiration or termination of this Agreement to the full extend necessary for their enforcement and for the protection of the party in whose favour they operate.
Salvatory clause. If any provision in this Agreement is shown to be (or later becomes) invalid or inefficient or inapplicable, it will not affect other provisions hereof that will remain valid and effective. The Parties undertake to replace an invalid or ineffective provision with a new provision that best corresponds to the originally intended purpose of the invalid or ineffective provision within the period of thirty (30) days from the date of the delivery of the call of one Party to the other Party; otherwise a new provision will be determined by the respective court upon the proposal of one of the Parties.
Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Set-off. Customer is not authorised to offset any of its claims against any of Ayanza's claims, nor it is authorised to retain payments, in any manner, intended for Ayanza regardless of the nature or purpose of such payments. Ayanza is authorised to offset its claims against the claims of Customer.
Export Control. Under no circumstances will Customer remove or export from the United States or allow the export or re-export of Ayanza Platform and/or Ayanza services in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
No Third-Party Beneficiaries. The provisions of the Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they will not be construed as conferring any rights to any third party.
Relationship of the Parties. The parties are independent contractors. The Agreement does not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
Entire agreement. The Agreement contains the entire agreement and understanding amongst the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.
Change of the Agreement. Ayanza may unilaterally issue a new version of the Agreement that shall apply to the Agreement following a thirty (30) day-long notification to Customer in writing. Should Customer object to this change, a new version of the Agreement of Service will only apply to the Agreement as of the renewal of the Term.
SCHEDULE 1 DATA PROCESSING ADDENDUM
This Data Processing Addendum forms an integral part of the Agreement and is referenced in the Agreement.
By entering into the Agreement with Ayanza, You, the Customer, acknowledge that you have read and understood this Data Processing Addendum and agree to be bound by it.
Capitalised definitions not otherwise defined below shall have the meaning given to them in the Agreement of Service.
In this Data Processing Addendum, the following capitalised definitions have the following meaning:
means the California Consumer Privacy Act, California Civil Code §§1798.100 et seq., including any amendments and implementing regulations that become effective on or after the effective date of this Data Processing Addendum;
means a breach of security of Service leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by Ayanza under this Data Processing Addendum;
"Data Protection Legislation"
means, as applicable to a party and its Processing of Personal Data: (i) EU Data Protection Law (ii) UK Data Protection Law, (iii) CCPA and any national data protection laws made under the CCPA, (iv) any other law applicable for the provision of the Service;
"EU Data Protection Laws"
means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the "GDPR") and the EU e-Privacy Directive (Directive 2002/58/EC);
means any information that (i) is protected as "personal data", "personal information" or "personally identifiable information" under Data Protection Legislation; and (ii) is Processed by Ayanza on behalf of Customer in the course of providing Service, as more particularly described in Annex A of this Data Processing Addendum;
means a transfer of Personal Data from the European union/EEA to any other country which is not subject based on adequacy regulations pursuant to Article 45 of Regulation (EU) 2016/679;
means any third party engaged by Ayanza to assist in fulfilling its obligations with respect to providing Service and that Processes Personal Data as Processor;
"Standard Contractual Clauses"
means: (i) where the GDPR applies, the standard contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 (the "EU SCCs"); and (ii) where the UK GDPR applies, standard data protection clauses adopted pursuant to Article 46(2)(c) or (d) of the UK GDPR ("UK SCCs").
"UK Data Protection Law"
means: (i) the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i) or (ii); in each case, as may be amended or superseded from time to time; and
the Agreement "Controller", "Processor", "Process", "Processing" and "Data Subject" shall have the same meanings given to them under the GDPR, and the Agreement "business", "service provider" and "sale" have the same meaning given to it under the CCPA.
Roles. For the purposes of the GDPR and similar Data Protection Legislation, Customer (or third party on whose behalf Customer is authorised to instruct Ayanza) is the Controller of Customer Data that are Personal Data, and Ayanza shall Process Personal Data as a Processor (or sub-Processor, as applicable to Customer's use of Service); and for the purposes of the CCPA (to the extent the CCPA is applicable), Customer is the "business" and Ayanza is the "service provider".
Permitted Purposes. Ayanza shall Process Personal Data for the purposes described in Annex A and in accordance with Customer's documented lawful instructions ("Permitted Purposes"), except where otherwise required by law(s) that are not incompatible with applicable Data Protection Legislation. In particular and to the extent the CCPA is applicable, Customer's transfer of Personal Data to Ayanza is not a sale, and Ayanza provides no monetary or other valuable consideration to Customer in exchange for Personal Data. To the extent required by Data Protection Legislation, this Clause 3.2 constitutes the certification from Ayanza to the Processing instructions herein. Ayanza is obliged at all times to Process Personal Data in compliance with Data Protection Legislation and fulfil all its obligations arising out of Data Protection Legislation.
Processing Instructions. Ayanza shall immediately inform Customer if it becomes aware that Customer's Processing instructions infringe Data Protection Legislation. If Ayanza is unable to Process Personal Data in accordance with the Customer's documented lawful instructions, Ayanza is obliged to promptly notify Customer of its inability to comply.
Security Measures. Ayanza shall implement and maintain reasonable and appropriate technical and organisational measures designed to protect all data, including Personal Data, from Data Breaches and preserve their security, integrity, and confidentiality. Such measures shall have regard to the state of the art, the costs of implementation and the nature, scope, context, and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. At a minimum, these measures must include the measures identified in Annex C of this Data Processing Addendum.
Access and Confidentiality. Ayanza shall ensure that any person it authorises to Process the Personal Data (including Ayanza' staff, agents and Sub-processor's) ("Personnel") are under appropriate obligations of confidentiality (whether a contractual or statutory duty), have received proper training, and are informed about the confidential nature of the Personal Data and their obligations related to it and have access to Personal Data only in accordance with the need-to-know principle. Ayanza shall ensure that all Personnel Process the Personal Data only as necessary for the Permitted Purposes.
Data Returns and Deletion. Upon termination or expiration of the Agreement, Ayanza must delete or return to Customer all Personal Data (including copies) in its possession or control in accordance with the Agreement.
Customer shall have the right to conduct an audit to verify Ayanza's compliance with its obligations laid down in Art. 28 GDPR (if applicable) and in this Addendum. Ayanza shall allow the Customer to carry out the audit under the following conditions:
tCustomer asks Ayanza to carry out the audit via a written notice at least 30 (thirty) days in advance;
Customer will specify the agenda for such audit in the notification under4.1.1;
the audit shall not take place more than once a year;
all associated costs and expenses shall be borne by Customer and reimbursed to Ayanza on demand; and
the audit shall last no longer than the equivalent of 1 working day (8 hours) of the Ayanza representative.
In case Customer requests the audit via third independent party – external licensed auditor, Ayanza may object to an external licensed auditor appointed by Customer to conduct the audit if the auditor is, in Ayanza’s reasonable opinion, not suitably qualified or independent, a competitor of Ayanza, or otherwise manifestly unsuitable. Any such objection will require Customer to appoint another auditor. In case Customer requires more than one audit within one calendar year, Customer shall obtain prior written permission of Ayanza and shall bear the cost associated with such audits and reimburse Ayanza all reasonably incurred costs of such audits. On the request of Customer, Ayanza will provide Customer with the estimated cost that it expects to incur during such audit according to the extent specified in the agenda provided by Customer.
Customer's Processing of Personal Data. Customer shall, in its use of Service, Process Personal Data in accordance with Data Protection Legislation. Customer shall have the sole responsibility for the accuracy, quality, and legality of Personal Data and how Customer acquired Personal Data.
Customer's Compliance. Customer agrees that:
it shall comply with its obligations as a Controller under Data Protection Legislation in respect of its Processing of Personal Data and any Processing instructions it issues to Ayanza;
it has provided notice and obtained (or shall obtain) all consents or any other necessary authorisations (as applicable) under Data Protection Legislation for Ayanza to Process Personal Data for the Permitted Purposes;
it shall be responsible for providing any notices required by Data Protection Legislation to its Users and other relevant data subjects with respect to sharing their Personal Data with Ayanza;
it has fulfilled (or shall fulfil) all registration or notification obligations to which Customer is subject to under the Data Protection Legislation; and
it is responsible for its own Processing of Personal Data, including integrity, security, maintenance and appropriate protection of Personal Data under Customer's control.
Technical and Organisational Measures. Customer is responsible for its secure use of Service, including securing the Admin/User Account, protecting the security of Personal Data when in transit to and from Service and taking any appropriate technical, organisational and security measures to securely encrypt or backup any Personal Data uploaded to Service. Customer is also responsible for the use of Service by any person the Customer authorised to access or use Service, and any person who gains access to its Personal Data or the Service as a result of its failure to use reasonable security precautions, even if Customer did not authorise such use. Customer agrees to, immediately upon awareness, notify Ayanza of any unauthorised use of Service or the Admin/User Account or of any other breach of security involving Service.
Data Subject Rights. To the extent that Customer is unable to access the relevant Personal Data within Service independently, Ayanza shall, taking into account the nature of the Processing, provide assistance (including by appropriate technical and organisational measures) to provide reasonable cooperation to Customer in order to:
respond to any requests from a data subject seeking to exercise any of its rights under Data Protection Legislation (including its right of access, correction, objection, erasure and data portability, as applicable); and
any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the Processing of the Personal Data (collectively "Correspondence").
In the event that any such Correspondence is made directly to Ayanza, it shall promptly notify Customer and shall not respond directly unless legally completed to do so. If Ayanza is required to respond to such Correspondence, Ayanza shall promptly notify Customer and provide it with a copy of the request, unless legally prohibited from doing so.
Data Protection Impact Assessment. To the extent required by Data Protection Legislation, Ayanza shall provide reasonable cooperation regarding Service to enable Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by Data Protection Legislation.
Request for Disclosure. Ayanza is obliged to promptly notify Customer about any legally binding request for disclosure of the personal data by a judicial or regulatory authority unless otherwise prohibited, such as the obligation under criminal law to preserve the confidentiality of a judicial enquiry and to assist Customer therewith (at Customer's expense).
Data Breach. Upon becoming aware of a Data Breach, Ayanza shall notify Customer without undue delay and shall provide such timely information and cooperation as Customer may reasonably require in order to fulfil its data breach reporting obligations under Data Protection Legislation, including the type of data affected and the identity of the affected person(s) as soon as such information becomes known or available to Ayanza.
No acknowledgement. Customer agrees that any notification that Ayanza provides to Customer in relation to a Data Breach shall not be construed or understood as an acknowledgement of any fault or liability.
Further Conduct. Ayanza shall further take all such measures and actions as are reasonable to remedy or mitigate the effects of the Data Breach and shall keep Customer informed of all developments in connection with the Data Breach.
Cooperation. If a Data Breach is caused or materially contributed to by the Customer, Ayanza will cooperate in the investigation of the Data Breach subject to Customer's obligation to compensate Ayanza for its expenses and costs.
Authorised Sub-processors. Customer provides a general authorisation for Ayanza to engage Sub-processors to Process Personal Data on Customer's behalf. The Sub-processors currently engaged by Ayanza are listed in Annex B.
New Sub-processors. Ayanza shall provide at least 10 days prior written notice to the Customer of the engagement of any new Sub-processor (including details of the Processing and location), whereas Ayanza provides such notifications of new sub-processors via offering a subscription on Ayanza’s website https://ayanza.com/sub-processor-changes . It is the responsibility of the Customer to subscribe to the notifications.
Objections. If Customer has a reasonable objection to any new sub-processor, it shall notify Azanya of such objections in writing to email@example.com ten (10) days from receiving the notification and the Parties will seek to resolve the matter in good faith. If Customer does not provide a timely objection to any new sub-processor in accordance with this Section 8.3, Customer will be deemed to have consented to the sub-processor and waived its right to object.
Liability for sub-processors. Ayanza remains fully liable for any breach of this Data Processing Addendum or the Agreement caused by an act, error or omission of such Sub-processor.
International Data Transfers. Ayanza shall take all such measures necessary to ensure that the Processing and transfer of Personal Data in or to a territory other than the territory in which the Personal Data was first collected complies with Data Protection Legislation.
Application of Standard Contractual Clauses.
The Parties agree that when and to the extent the transfer of Personal Data from Customer to Ayanza is a Restricted Transfer and EU/UK Data protection Law requires that appropriate safeguards are put in place, such transfer shall be governed by the EU SCCs, which shall be incorporated by reference into and form an integral part of this DPA as follows:
For the purposes of Personal Data that is subject to the EU Data Protection Laws ("EU Data"):
Where Customer is a Controller of Personal Data, Module Two (Controller to Processor Clauses) will apply and where Customer is a Processor acting on behalf of third-party Controllers, Module 3 (Processor to Processor Clauses) will apply;
in Clause 7 (Docking Clause), the optional docking clause will apply;
in Clause 9 (Use of Sub-processors), Option 2 will apply, and the time period for prior notice of sub-processor changes shall be as set out in Clause 8.2. of this DPA and the period for notification of objections in Clause 8.3. of this PDA;
in Clause 11 (Redress), the optional language to permit data subjects to lodge complaints with an independent dispute resolution body will not apply;
in Clause 17 (Governing Law), Option 1 will apply, and the EU SCCs will be governed by Dutch law;
in Clause 18(b) (Choice of forum and jurisdiction), disputes shall be resolved before the courts of Amsterdam, the Netherlands;
For the purposes of Personal Data that is subject to the UK Data Protection Laws ("UK Data"):
the EU SCCs will also apply in accordance with paragraphs (i) to (iv) above, with the following modifications:
references to "Regulation (EU) 2016/679" shall be interpreted as references to UK GDPR;
references to specific Articles of "Regulation (EU) 2016/679" shall be replaced with the equivalent article or section of UK GDPR;
references to "EU", "Union", "Member State" and "Member State law" shall be replaced with references to the "UK" and "UK law";
the term "member state" shall not be interpreted in such a way as to exclude data subjects in the UK from the possibility of suing for their rights in their place of habitual residence (i.e., the UK);
Clause 13(a) of the EU SCCs and Part C of Annex I of the DPA are not used and the "competent supervisory authority" is the United Kingdom Information Commissioner;
references to the "competent supervisory authority" and "competent courts" shall be replaced with references to the "Information Commissioner" and the "courts of England and Wales";
in Clause 17, the Standard Contractual Clauses shall be governed by the laws of England and Wales or Switzerland (as applicable); and
with respect to transfers to which UK GDPR apply, Clause 18 shall be amended to state "Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may bring legal proceeding against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts",
unless the EU SCCs, implemented as described above, cannot be used to lawfully transfer Personal Data in compliance with the UK GDPR, the UK SCCs shall instead be incorporated by reference and form an integral part of this DPA and shall apply to such transfers. Where this is the case, the relevant Annexes or Appendices of the UK SCCs shall be populated using the information contained in Annexes A, B and C (as applicable).
LIMITATION OF LIABILITY
Customer's remedies, including its Affiliates, and Ayanza's liability arising out of or in relation to this Data Processing Addendum (including Standard Contractual Clauses), are subject to those limitations of liability and disclaimers set forth in the Agreement. For the avoidance of doubt, nothing in this DPA is intended to limit the rights a Data Subject may have against either Party arising out of such Party's breach of the Standard Contractual Clauses, where applicable.
Third-Party Beneficiaries. Data Subjects are the sole third-party beneficiaries to the Standard Contractual Clauses, and there are no other third-party beneficiaries to the Agreement and this Data Processing Addendum.
Governing Law and Jurisdiction. This Data Processing Addendum shall be governed by and construed with governing law and jurisdiction provisions in the Agreement, unless and to the extent required otherwise by the Data Protection Legislation or the Standard Contractual Clauses.
Scope of this Data Processing Addendum. For the avoidance of doubt, the processing of information other than Personal Data for the Permitted Purposes does not fall under the scope of this Data Processing Addendum.
Term. This Data Processing Addendum shall continue to be in effect for the erm of the Agreement plus the period from expiry of the Agreement until Ayanza ceases to process Personal Data on behalf of Customer.
Description of the Processing Activities / Transfer
Annex A(1) List of Parties:
Name: Ayanza Inc.
Address: As identified in the Order
Address: 16192 Coastal HWY, LEWES DE 19958-3608.
Contact details: As identified in the Order.
Contact details: firstname.lastname@example.org
Activities relevant to the transfer: See Annex A(2) below
Activities relevant to the transfer: See Annex A(2) below
Annex A(2) Description of Transfer
Categories of data subjects:
Categories of personal data:
Ayanza does not require any special categories of data to provide Service and does not intentionally collect or process such data in connection with the provision of Service.
Frequency of the transfer:
Nature and subject matter of processing:
The Personal Data may be subject to the following processing activities:
Duration of the processing:
Purpose(s) of the data transfer and further processing:
(i) Processing to provide, maintain, support, and improve Service provided to the Customer in accordance with the Agreement;
(ii) Processing initiated by the Users in their use of Service; and
(iii) Processing to comply with other documented reasonable instructions provided by the Customer (e.g., via email) where such instructions are consistent with the Agreement of the Agreement (including this Data Processing Agreement).
Retention period (or, if not possible to determine, the criteria used to determine that period):
Annex A(3): Competent supervisory authority
With respect to EU Data the competent supervisory authority is the Dutch Data Protection Authority (the "Dutch DPA").
Google Ireland Limited, with the registered office at Gordon House, Barrow Street, Dublin 4, Ireland
Hosting provider, cloud provider, analytical tools (Firebase, BigQuery, Google Analytics)
Hotjar Ltd., with the registered office at 5th floor, Dragonara road Paceville St Julain's, STJ 3141
With the registered office at 510 Towndend Street San Francisco, CA 94103 United States
Invoicing, payment processing
Mailgun Technologies, Inc.,
With the registered office at 535 Mission St., San Francisco, CA, 94105, USA
with offices at 301 Howard St, 3rd floor, San Francisco, CA 94105 (USA)
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Technical and Organisational Measures
The technical and organisational measures implemented by Ayanza (including any relevant certifications) to ensure an appropriate level of security taking into account the nature, scope, context, and purposes of the processing, and the risks for the rights and freedoms of natural persons, are described at https://cloud.google.com/Agreement/data-processing-Agreementand https://cloud.google.com/blog/products/identity-security/new-whitepaper-managing-risk-governance-in-digital-transformation.