Terms & Conditions

These Terms of Service, alongside our Privacy Policy, govern your use of the SureMembers website and services. In some cases, you may use third party services, which have additional terms. Please review these Terms of Service and Privacy Policy, as your consent is the only way to receive our services.

SureMembers has a registered trademark number 97355946 in the United States. No use of the SureMembers mark is permitted under these terms except where specifically stated.

Some of SureMembers’s software components may be licensed by the GPL GNU Public License. Nothing in these terms shall limit your ability to use the software under that license, and these terms are only for the services provided by us, SureCart Inc.

In brief, human-readable, language, our services governed under these terms are the sales management and CRM services, our API and the registration to our affiliate program.

Our liability for the services is limited, and our services are provided on an AS-IS basis. We cannot ensure that the results from the services shall be optimal or warrant that they would be satisfactory. We do not warrant for response times and provide responses to support services via email on a timely basis.

Registration, Accepting These Terms.

When enrolling into the service, you represent and warrant that you are over 18 years of age, or if you are a corporation, you obtained all required permits from the authorized signatory.

Signup. You may sign up using your email address. We may also use your email address for sending newsletters and updates, as we explain in the privacy policy. We may send you an email to verify your ownership of the account.

We may verify your website where your services to your customers are provided by requesting you insert a specific code or widget.

Accepting These Terms. You are required to accept and provide your consent to these terms before using the services, before submitting your personal data and when making any use of our website, services or API. Without your acceptance of these terms we may not be able to provide you with the services governed under these terms.

Types of Users. We have two types of users, Merchant and End-User. A Merchant is the person who installs the SureMembers plugin on their website or registers to the SureMembers platform. They are required to acknowledge these terms of service, our privacy policy and the data processing addendum. An End-User does not need to accept these terms, as he is an end-user of the Merchant. An End-User needs to accept our privacy policy as a processor for the Merchant. If you are a Merchant, you need to ensure that your terms of service and privacy policy reflect that.

Prohibited Users and Sales

We do not allow people who are sanctioned by The Office of Foreign Assets Control of the United States as well as nationals of proscribed states to register and use our services. We also do not allow members of terror organizations and unlawful militias to register and use our services.

Moreover, if you are engaged in any sale of illegal material, including but not limited to, child pornography, drugs and prescription medication, weapons and firearms, hacked or stolen content, intellectual property infringing materials, materials meant to assist in market manipulation or the sale of content which is meant to promote any of this, we prohibit you from registering or using our services.

We also do not allow adult content to be sold or used through the services.

If you are engaged in obtaining donations, we may allow you to use our services only if you qualify for donations under law. You cannot use our services to collect illegal donations or to bypass campaign finance laws.

Payment Processor

We are by no means a payment processor. In Order to use our services you would need to connect your own payment processor, from the list of payment processors we currently support. These payment processors have additional safeguards and restrictions and you are required to adhere to their services.

Payment processors may share fees with us in some cases.

Know-Your-Customer

We may perform certain actions to manually verify your identity in order to ensure that you are not providing the services as a part of a money laundering scheme and that you comply with applicable laws. In such an event, your refusal to cooperate and furnish us with data relating to your identity, your source of wealth and source of funds and business operation may result in the termination of your services.

Our Services

We provide content management services and online shop management services through our plugin and API. These services include the ability to manage your own products, by adding their description and images, they may include digital downloads or the management of the sale of premium products, the management of subscriptions, coupons and discounts, integrating with third party components to automate our services, issuance of invoices or other services we may amend and provide.

We may also provide premium services, such as multi-currency accounts, cart abandonment services and subscription optimization services. These services may be billed accordingly.

We may deprecate any service at any time or amend their functionality.

We cannot ensure full uptime and that our services would be error free, as stated in these terms.

Our Plugin

In order to use our services, you may be required to install a plugin on your website. Our plugin is a piece of software licensed to you under a GPL license and your use of the plugin shall be made according to that license.

However, your activity and actions relating to our servers shall be made according to these terms of service.

If you have your own website, it is your responsibility to purchase a domain, hosting and a website software compatible with our plugin. We are not responsible for your website, content or other services.

Some of our services, including the payment forms, may require the use of HTTPS, or other secure protocols. If you do not have those, we cannot provide you with our services.

Rights and Management

The use of our plugin requires administrative rights. Some hosting providers shall not provide you with such rights and you may not be able to use our plugin. Moreover, if you wish to provide one of your co-managers with access through your website’s panel, you may be required to set up an additional account with lower permissions.

Hosting, Storage and Traffic Caps

We provide limited hosting and storage for the content you uploaded to the services, and may provide caps on these according to our sole discretion. We may remove content or block access if we believe that your use of our services is abusive and may block or stock excessive use of our services.

We do not allow users to restore data from our regular backups and you need to ensure that you perform occasional backups and exports of the data to avoid loss of data.

Acceptable Use Policy

This is a non-exhaustive list of things we consider as unacceptable, and we may also find that other actions are, as well.

• Don’t allow others to use your account or license, by means of sale, license, lease assign, transfer, pledge, or any other activity that may be considered as sharing or conveying ownership in your account.
• Don’t copy or scrape our website or service, and don’t replicate its functionality. Meaning, don’t imitate our API calls to servers, don’t use an Iframe to reproduce our Services, don’t use a subdomain to redirect to our website.
• Don’t use our website or Services to conduct any illegal activity, or transmit any transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content or files.
• Don’t scrape our website without our permission, don’t use automated tools to submit queries or posts, and don’t mine personal information from our website.
• Don’t make extensive API or web calls in a manner that interrupts our hosting ******** or web-server.
• Don’t share our API key with others or publish it elsewhere.
• Don’t reverse engineer or decompile our services, or perform any activity that might reveal sensitive information.
• Don’t try to guess usernames or passwords, or otherwise circumvent or attempt to penetrate or circumvent any technical restrictions or limitations in the Services or website.
• Don’t resell our Services; meaning don’t offer others access to your API keys through replicating its functionalities.
• Don’t remove our legal notices or names from the Services.

Availability and SLA

SureMembers shall make efforts to keep the service available at all times. However, downtimes and disruptions may occur all the time. Our obligation is only to attempt to fix errors and flaws in the service after they were reported, and according to this Service Level Agreement.

The SLA does not cover any flaw caused due to hacking of your services, injected code or other action that caused your services to be unavailable. These are billed separately.

Critical Flaw.

A Critical Flaw shall be defined as a flaw adhering one or more of the following conditions: (i) it results in a total failure of the website or systems; (ii) it creates a situation that does not allow enabling at least one substantial feature of services; or (iii) it may cause substantial financial damage.

Response to a Critical Flaw shall commence within 8 hours of reporting about it, and SureMembers shall take best efforts that within 12 hours the Platform shall be restored to its operational state and fixed within 24 hours.

Major Flaw

A Major Flaw shall be defined as a flaw adhering one of more of the following conditions: (i) it impairs systems the service interacts with severely or their material functionality; (ii) it creates a substantial flaw in the ability to provide the your services; or (iii) it causes a system restart that impairs the services or the operation of certain features of the system, more than once a day.

Response to a Major Flaw shall commence within 12 hours of reporting it, and SureMembers shall take best effort that within 48 hours the service shall return to its operational state and be fixed within 6 days.

Minor Flaw

A Minor Flaw shall be deemed as any other flaw.

Response to a Minor Flaw shall commence within 4 business days of reporting it, and SureMembers shall take best efforts that within 12 business days the Platform shall be fixed.

Exclusions

The SLA specifically exclude the following services, which shall be separately billed if requested: (i) instruction of any kind relating to the use of the services; (ii) general consulting and assistance in the operation of the services which do not relate to a flaw; (iii) phone support; (iv) fixing bugs that were created due to misuse of the services; (v) fixing flaws resulting from attaching third party components to the software or the environment it was installed on; (vi) fixing flaws resulting from external elements such as power outages, hardware malfunction, weather conditions, Force majeure; (vii) backing up your data.

Content Policy

This content policy applies to the content you submit through the service for us to make available to others through your online store, as well as any other content you publish through our API, software, services or other modules.

By either providing us with visual, textual, audiovisual, or other material or by using our service to share content, You hereby accept this content policy as set forth.

You acknowledge that any violation of the content policy may cause termination of your service, removal of your content and legal action by both ourselves and the person whose rights were infringed.

For the purpose of this policy, the term Content shall refer to images and/or text and/or videos used by yourself while creating content through the service and published through it.

License

You hereby warrant that you are the sole owner and proprietor of any Content you distribute through the service, or that you are allowed to post it under this content policy.

You hereby grant us an irrevocable, permanent, unlimited, world-wide, royalty-free, sublicensable, non-exclusive license to use your Content according to the functionality of service and through other third party services, including the creation of derivative works and the creation of three dimensional works.

If you share your Content via a third party service, then you grant each person you share your Content with the right to send this Content to third parties, and to display, store or use this Content via such third party and according to its terms of service.

Our License to You

We provide you, as our user, a limited, non-transferrable, non-sublicensable, license to use all the images and works made available via the services in relation to the service and through its functionality. Meaning, that you may use the output of our API and plugin for your website’s use, as the functionality of the service allows.

Offensive Content

You hereby warrant that your Content is not offensive and does not infringe the right of any third party, including, but not only:

1. Intellectual Property Infringing. Your content does not infringe any third party copyright, design, patent, trademark, trade secrets or any other intellectual property rights.
2. Pornography. Your Content does not contain any text, image or depiction including extreme nudity, profanity, sexual activity, sexual innuendos, sexually offensive or otherwise obscene. We may allow artistic nudity and non-pornographic use of exposed bodies.
3. Slanderous. Your Content does not slander, defame or otherwise harm the good name of others.
4. Hate Speech and Racism. Your Content does not include any hate speech or racist opinions, as well as does not incite others to violent acts against persons solely based on their inclusion in a specific group.

Warranty

You hereby warrant that you are either the sole proprietor or a designated licensee of your Content and that no other party’s rights are infringed or violated by your use of the content and the Service. You moreover warrant that no legal claim, dispute or lawsuit was filed against You or threatened against You for publishing content through the service.

Notice & Takedown.

If you believe that any content hosted or posted using our services may infringe or violate any of your rights or applicable law; do contact us at [email protected] and we will investigate such a complaint. Following the complaint, we will let the user who submitted the content know about it, and might inquire about its posting. Please note that our moderation, restoration or deletion of content does not mean that we are liable for the content in any form or under any law.

Payments (to us)

We may charge fees for our services, as we may state from time to time in our website and may amend these fees at any time. These may include a subscription, premium services, addons or transactional costs.

Payment shall either be made in advance, by prepayment of the applicable package, or billed on a recurring service.

Refunds (from us)

We offer refunds according to law. Nothing in this section may limit your legal right for a refund.

Our policy is that we offer refunds only as long as the service was not used. “Not used” means that you did not enter your API key in your plugin or did not finish setting up your account.

We do not provide refunds for services which were already provided in part, or which were unused after initialization.

However, we may refuse to provide a refund, or provide a refund even outside the scope of our guidelines in case we believe such action is in place. Refunds may be provided by future credit or via cash refunds using PayPal.

Payments (to you)

It is your responsibility to set a payment account to collect payments from your end-users through the services. If taxes are required as a part of that transaction, it is your responsibility both to calculate and bill for these taxes, as well as to pay them later to your tax agency.

We do not provide tax advice and do not replace a CPA.

Refunds (from you)

It is your responsibility to ensure that your end users are provided their refunds according to law, and to publish your own refund policy if required to do so under law.

In some cases, users may not have an interface to ask you for a refund and you are required to provide them with a way to exercise their consumer rights.

Reporting a Merchant

If you believe that one of our users acts in a manner inconsistent with these terms, or otherwise acted illegally through our services, you may contact us through our email at [email protected] and we shall coordinate your dispute with the merchant. This does not mean that we may rule in issues such as consumer protection or sale of fake products, and we cannot provide any refunds as we have no control over funds. Our only solution would be to remove the merchant from our service.

Support

Our support services are dependent on the support package you purchased. We provide support during regular business days and hours (Monday to Friday, 09:00-18:00) via our ticketing service.

Our support is based on the severity factor of your error, based on our specifications in the purchase order you executed with us, and according to the response and resolution times defined in such specifications.

Warranty

We supply the services on an “as-is” and “as-available” basis. Your use of the services is at your own risk and under your liability. We make no warranty that (i) the services will meet your requirements and (ii) the services will be uninterrupted, timely, secure, or error-free and (iii) the results that may be obtained from the use of the services will be accurate or reliable and (iv) the quality of any products, services, information, or other material purchased or obtained through the service will meet your expectations, or (v) any errors in the service will be corrected.

Liability

For no case and for no reason shall we be held liable for any damage, direct or indirect, consequential, exemplary, physical or special, to you, any other user or any third party due to its misperformance of duties herein. We provide Service on an AS-IS basis and shall not be held liable, to the extent permitted by law, by any case of misconduct, negligence, gross negligence, malice or any other mean, to any damages or loss of property, including loss of your funds, damages to property, reputation and business reputation, user account information including login information, loss of profit, loss of good name, all resulting from the use or inability to use services.

Indemnity

You hereby warrant and agree to hold us harmless and to indemnify us for any damage, loss, expense, legal expense or cost incurred as a result of your use of the services in direct violation of these terms of service, including any false representation.

Terminating the Service

We shall have the right to terminate your use of the service or to terminate the service at any time and by providing a one day prior notice.

Moreover we may terminate your use of the service at any time and without prior written notice in any case where you breached these terms and such breach may cause us irreparable harm.

We may suspend the services or any of its functionality, or disable features, if we believe that some fraud or error occurred.

Availability

We might disable the service from time to time for scheduled backups, maintenance or upgrades. In some extreme cases, where urgent maintenance is required, we may disable the service immediately and without notice.

Amending These Terms

We may amend these terms from time to time, provided that you shall be informed through electronic communication on such an amendment and shall be granted the option to terminate your agreements with us by providing a prior written notice.

Governing Laws, Jurisdiction, No Class Action

The laws of the state of Delaware shall exclusively govern these terms of service. The parties agree to the exclusive jurisdiction of the courts of the state of Delaware.

You undertake to initiate only suits on your behalf and not to file any class action lawsuit against us.

Affiliate Program

Participation

When joining the program, and upon our approval, you will be appointed as a non-exclusive affiliate, and you shall act to refer new potential customers to purchase our products and services. As our affiliate, you may not present yourself as a part of SureMembers, and may not create any obligation on our behalf.

Your participation is personal, meaning that you cannot have sub-affiliates or share your affiliate fees with anyone else.

If we believe that your promotional material is problematic, offensive, illegal or otherwise objectionable, we may terminate your participation in the program.

You represent and warrant that you are able to participate in the program, that you will only act in a legal, bona fide manner and that you will not infringe on any intellectual property right or act in any deceptive practice when participating in it.

Promotional Material

We reserve all our Intellectual Property Rights; and we provide our affiliates a limited, temporary, non-exclusive, non-transferrable, non-sublicensable license to use our trademark, brand name, and promotional materials, and such license is limited only to the use in promoting our products and services.

Termination

We reserve the right to terminate your participation in the Affiliate Program at any time, by providing you with notice of such termination (to the email account with which you applied to the Program), and with immediate effect. When we terminate our relationship, you must cease using all of our intellectual property.

In any case we suspect any breach of these terms, we may also suspend your affiliate code until we receive sufficient evidence from you that shows that no breach of these terms occurred. In such a case, we may require review of your books and records prior to reinstatement.

Upon termination due to breach (save for termination due to inactivity), we shall retain all funds in your account.

In case we believe that your account is inactive, meaning it did not earn any commission or receive any visits using your referral link, then we may decide to close down your account. In such a case, your pending balance, We will not use this right without providing you notice of at least 14 days, allowing you the time to market and promote your referral links and restore your “active” status.

Commission

Each affiliate will be provided with a fixed affiliate commission that we will notify in writing.. Affiliation programs may be time limited or limited by the amount of discounts used using the affiliate code.

We pay our commission for qualified leads; a qualified lead is a new customer, who subscribed to our service within a certain duration of days of first clicking a link you placed, and who made a purchase using our services. We will not pay a commission for self-dealing, i.e using the affiliate program to get discounts.

The commission shall be calculated out of our net revenues from your qualified leads, which means our total revenues, minus taxes, chargebacks, cancellations, coupons, bad debt, collection costs, clearing costs and payments made in order to collect the payment.

The means of tracking your qualified leads shall be by placing a link that includes your tracking tags, pixels, and code we provide you.

You agree that our books and records are deemed as accurate and that our tracking is final.

Payment

We pay our affiliates on a periodic basis when their commissions reach a minimum threshold that we determine and post on our website. The payment shall be made via PayPal or any other method we agree upon.

Until the payment is made, the sums specified on your account are not considered debt, and shall not be paid until you reach that threshold.

You shall bear all taxes and expenses relating to the payment, including any fees which may be incurred by your bank.

You are required by law to provide us with an invoice upon payment.

If we provide a qualified lead with a refund, then we may deduct the commission from your future payment, or request that you return such fees. You also agree that we may offset any sums that you may owe us from any future payments.

Each party shall bear its own expenses, and the commission you are entitled to is the sole payment you receive in relation to your services.

Bad Practices

We consider the following as “bad practices” which are prohibited and will cause automatic termination of your participation in this program, as well as forfeiture of all sums you are entitled to.

Please note that if at any time we believe that you acted in bad faith or illegally, we may also cancel your participation and withhold all payments.

The following are considered bad practices: (i) using deceptive practices, encouraging users to click banners or use of any automated means to create traffic; (ii) presenting yourself as a part of SureMembers; (iii) using the SureMembers brand as a part of your domain name, website name, banners or in any form of paid advertising (for example, PPC campaigns); (iv) using domain names that imply any link to the SureMembers brand including the word “One”, “Submit” or similar sounding, looking or typed names; (v) spamming; (vi) buying traffic; (vii) using paid search or keyword advertising using our Intellectual Property Rights or brand name to drive traffic to your site or to the banners; (viii) offering coupons or discounts without our consent; (ix) offering others a part of your commission; (x) using words like “deal”, “sale” or “discount” in a deceptive manner or in a way stating that there is any discount, rebate, cash-back or other reduced payment for the services when there isn’t.

All websites which you use to promote SureMembers must have a prominent privacy policy, which is acceptable under the relevant privacy protection laws, as well as provide a prominent notice on the collection of data made by us using the tag, pixel, and code.

This list is non-exhaustive, and we may block any practice that we believe is bad and terminate or suspend your account due to it. Bad Practices also include any illegal or unauthorized advertising, infringing intellectual property rights, invading users’ privacy, or otherwise using any advertising in violation of local laws and regulations.

Confidentiality

Our relationship is confidential; meaning that your commission is confidential, the fact that we paid you is not. You should add a decent disclosure if required by law that you receive a commission for every click on our banner, but you should not tell others what your specific commission is.

Data Processing Agreement

SureMembers takes the security of your data very seriously. As part of our effort, we process personal data in accordance with the General Data Protection Regulation (“GDPR”), the EU/US Privacy Shield principles (“Privacy Shield”), the laws of the US governing the handling of various types of personal data, and industry standards.

This Data Processing Agreement (“Agreement“) forms part of the Contract for Services (“Principal Agreement“) between SureCart Inc (the “Processor”) and yourself, the entity listed in the registration form for the Data Processor’s services (“You”) (together as the “Parties”)

WHEREAS You act as a Data Controller; and

WHEREAS You wish to subcontract certain Services, which imply the processing of personal data, to the Data Processor; and

WHEREAS The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the 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, and repealing Directive 95/46/EC (General Data Protection Regulation); and

WHEREAS The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation. Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
   1. “Agreement” means this Data Processing Agreement and all Schedules;
   2. “Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of yourself pursuant to or in connection with the Principal Agreement;
   3. “Contracted Processor” means a Subprocessor;
   4. “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
   5. “EEA” means the European Economic Area;
   6. “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
   7. “GDPR” means EU General Data Protection Regulation 2016/679;
   8. “Data Transfer” means:
      1. a transfer of Personal Data from yourself to a Contracted Processor; or
      2. an onward transfer of Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
   9. “Services” means the online store services you provide.
   10. “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of yourself in connection with the Agreement.
   11. The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2. Processing of Personal Data.
   1. Processor shall:
      1. comply with all applicable Data Protection Laws in the Processing of Personal Data; and
      2. not Process Personal Data other than on the relevant your documented instructions.
   2. You instruct the Processor to process Personal Data.
3. Processor Personnel
   1. Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4. Security
   1. Taking into account 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, Processor shall in relation to Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
   2. In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
5. Subprocessing
   1. Processor shall not appoint (or disclose any Personal Data to) any Subprocessor unless required or authorized by yourself.
6. Data Subject Rights
   1. Taking into account the nature of the Processing, Processor shall assist youby implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligations, as reasonably understood by you to respond to requests to exercise Data Subject rights under the Data Protection Laws.
   2. Processor shall:
      1. promptly notify you if it receives a request from a Data Subject under any Data Protection Law in respect of Personal Data; and
      2. ensure that it does not respond to that request except on the documented your instructions or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform you of that legal requirement before the Contracted Processor responds to the request.
7. Personal Data Breach
   1. Processor shall notify you without undue delay upon Processor becoming aware of a Personal Data Breach affecting Personal Data, providing you with sufficient information to allow you to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
   2. Processor shall co-operate with you and take reasonable commercial steps as are directed by yourself to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8. Data Protection Impact Assessment and Prior Consultation.
   1. Processor shall provide you reasonable assistance in relation to any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which you reasonably consider to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
9. Deletion or return of Personal Data
   1. Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Personal Data.
10. Audit rights
    1. Subject to this section 10, Processor shall make available to you on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by yourself or an auditor mandated by you in relation to the Processing of Personal Data by the Contracted Processors.
    2. Your information and audit rights only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11. Data Transfer
    1. The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without your prior written consent. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.
12. General Terms
    1. Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
       1. disclosure is required by law;
       2. the relevant information is already in the public domain.
    2. Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.
13. Governing Law and Jurisdiction
    1. This Agreement is governed by the laws of Ireland.
    2. Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Wilmington, DE.

ELECTRONICALLY SIGNED

Incorporation of the Standard Contractual Clauses.

The parties hereby incorporate the EU Standard Contractual Clauses of 2021, with the following choices and references.

In respect to section 7, “Docking”, the parties agree that Docking is an option to the SCC.

Module Two is selected; as SureMembers is the Processor and you are the Controller. However, if other activities shall apply, the relevant module shall be incorporated.

In respect to section 9, Option 2, a general written authorization for sub-processors is agreed to be undertaken between the parties.

In respect to section 11, complaints may be lodged with the relevant authority.

In respect to section 17 and 18, the governing law shall be Ireland.

In respect to the APPENDIX, the following shall be incorporated: The Data Importer and Exporter details are as stated in this DPA.

The Categories of Data Subject are the your end-users and customers.

The Categories of Personal Data transferred are as required and specified in SureMembers’s privacy policy.

The frequency of the transfer is upon demand.

The nature of processing is as stated in the Privacy Policy and Data Processing Agreement.

The purpose of processing is as stated in the Privacy Policy and Data Processing Agreement.

The period of processing is as stated in the Privacy Policy and Data Processing Agreement

The sub-processors are as stated in the Privacy Policy and Data Processing Agreement.

The supervisory authority is the Irish data protection committee.

The Sub-processors are as stated in the Privacy Policy.

In respect to ANNEX II, The technical and organizational measures to ensure the security of the data are as stated in the Privacy Policy.