Privacy Terms

1.1. “Affiliate” means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with, either Company or RealtyAds respectively. “Control,” for purposes of this definition, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

1.2. “Company Personal Data” means any Personal Data received by RealtyAds in order to perform obligations under the Applicable Terms. For the avoidance of doubt, Company Personal Data does not include (i) Personal Data that was not provided by Company, (ii) Personal Data that was provided by Company for the purpose of managing the parties business relationship (e.g., accounting and invoicing data), (iii) Personal Data independently created, managed, or controlled by RealtyAds.

1.3. “Data Protection Laws” means any and all laws, rules and regulations related to privacy, security, data protection, and/or the Processing of Personal Data, in any relevant jurisdiction, each as amended, replaced or superseded from time to time.

1.4. “Data Subject” means the identified or identifiable person to whom Personal Data relates.

1.5. “Personal Data” means (a) information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular person or household; and (b) any information defined as “personal data”, “personal information,” or other similar terms under applicable Data Protection Laws.

1.6. “Personal Data Breach” means (a) the accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure of, or access to, Company Personal Data transmitted, stored or otherwise Processed by RealtyAds or any Subprocessor; and (b) any other broader circumstance defined by applicable Data Protection Laws as a “breach,” “data breach,” “personal data breach” or other similar term.

1.7. “Processing” means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, return or destruction. The terms “Process”, “Processes” and “Processed” will be construed accordingly.

1.8. “Processor” means any person or entity which Processes Company Personal Data, including as applicable any “contractor” as those terms are defined by applicable Data Protection Laws.

1.9. “Regulator” means any independent public authority, government agency, and any similar regulatory authority responsible for the enforcement of Data Protection Laws.

1.10. “Services” means those Services contemplated under the Applicable Terms.

1.11. “Subprocessor” means any Processor (including any third party and any RealtyAds Affiliate) appointed by or on behalf of RealtyAds who may Process Company Personal Data.

2.1. Subject to RealtyAds’ compliance with these Privacy Terms, Company agrees to make Company Personal Data available to RealtyAds for the limited and specified purpose of providing the Services (i.e., carrying out the mandate or instructions provided by the Company). The subject-matter and details of RealtyAds’ Processing (including the duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects) are set forth in Exhibit 1 attached to these Privacy Terms.

2.2. The subject-matter of the Processing, the types of Company Personal Data to be Processed, and the types of Data Subjects about whom information will be processed shall correspond to what is necessary to perform the Services.

2.3. RealtyAds acknowledges and agrees that, with regard to the Processing of Company Personal Data, RealtyAds is acting as a Processor. RealtyAds further certifies that it (a) understands the obligations and restrictions imposed on it by applicable Data Protection Laws in its role as a Processor; (b) will comply with all such obligations; and (c) will notify Company if RealtyAds determines it can no longer meet its obligations under applicable Data Protection Laws or these Privacy Terms. Company has the right to take reasonable and appropriate steps to help ensure that RealtyAds Processes Company Personal Data in a manner consistent with Company’s obligations under Data Protection Laws, including without limitation, the right upon notice to stop and remediate any unauthorized Processing of Company Personal Data.

2.4. RealtyAds will only Process Company Personal Data on behalf of Company (a) to the extent, and in such a manner, as is necessary for the purposes of fulfilling its obligations under the Applicable Terms; and (b) in accordance these Privacy Terms, which together constitute Company’s instructions. Nothing in this section shall restrict RealtyAds’ ability to Process Company Personal Data where required to do so by applicable law; provided, however, RealtyAds shall notify Company of such legal requirement before Processing, unless prohibited from doing so.

2.5. Without limiting RealtyAds obligations under Section 2.4, RealtyAds will not:

5.1. In the event of a Personal Data Breach impacting Company Personal Data, RealtyAds will (a) notify Company promptly, but in any event no later than the time period permitted under any applicable Data Protection Law, after RealtyAds becomes aware of such Personal Data Breach; (b) provide Company with sufficient details of the Personal Data Breach to allow Company to meet any obligations under Data Protection Laws to report or inform Data Subjects or relevant Regulators of the Personal Data Breach; and (c) cooperate with Company in the investigation, mitigation, and remediation of any such Personal Data Breach.

6.1. Company hereby authorizes RealtyAds to retain Subprocessors as needed.

6.2. With respect to any Subprocessor, RealtyAds will:

7.1. RealtyAds will promptly notify Company if it receives a request from a Data Subject regarding Company Personal Data, including a request by a Data Subject to exercise a right under Data Protection Laws.

7.2. RealtyAds will assist Company in fulfilling Company’s obligations to respond to such requests, including at minimum, maintaining the ability to access, modify, remove from Processing, or irrevocably delete or destroy the Personal Data of an individual Data Subject when requested by Company.

7.3. Should RealtyAds or any Subprocessor directly perform any data collection from Data Subjects in connection with the Company’s instructions, the RealtyAds will ensure that Data Subjects receive the Company’s Privacy Policy at or before the point at which any information is collected about the Data Subject.

8.1. At any time during the term of the Applicable Terms at Company’s request, or upon the termination or expiration of the Applicable Terms for any reason, RealtyAds will, and will instruct all Subprocessors to, promptly (a) return to Company all copies of Company Personal Data in its possession, or the possession of such Subprocessor, or (b) delete and procure the deletion of all other copies of Company Personal Data Processed by RealtyAds or any Subprocessor. RealtyAds will comply with all reasonable directions provided by Company with respect to the return or deletion of Company Personal Data.

8.2. Notwithstanding Section 8.1 above, RealtyAds may retain Company Personal Data if required by applicable Data Protection Laws. If required by law to retain Company Personal Data, RealtyAds will continue to ensure the security and confidentiality of such Company Personal Data and only Process such Company Personal Data as necessary for the purpose specified in the applicable Data Protection Laws requiring such storage.

9.1. Upon Company’s request, RealtyAds will provide such assistance as Company reasonably requires in ensuring compliance with Company’s obligations under applicable Data Protection laws.

9.2. In addition to any audit rights Company may have under the Applicable Terms, RealtyAds will cooperate with audits or assessments of these Privacy Terms by providing reasonable access to knowledgeable personnel; physical premises; and any relevant records, documentation, processes, and systems.

10.1. If the Processing (including storage) of Company Personal Data involves the transfer of Company Personal Data from the European Economic Area (“EEA”) to a jurisdiction outside of the EEA where the transfer would be prohibited by Data Protection Laws in the absence of standard contractual clauses or another adequate transfer mechanism as approved by the European Commission, the parties agree that such transfer(s) will be carried out in accordance with and subject to the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council annexed to the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (“EU SCCs”) as set out in Exhibit 3 attached to these Privacy Terms. To the extent there is any conflict between these Privacy Terms and the EU SCCs, the terms of the EU SCCs will prevail.

10.2. If the Processing (including storage) of Company Personal Data involves the transfer of Company Personal Data from the United Kingdom (“UK”) to a jurisdiction outside of the UK where the transfer would be prohibited by Data Protection Laws in the absence of standard contractual clauses or another adequate transfer mechanism as approved by the UK Information Commissioners Office (“ICO”), the Parties agree that such transfer(s) will be carried out in accordance with and subject to the International Data Transfer Agreement A1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022 (“UK IDTA”) as set out in Exhibit 4 attached to these Privacy Terms. To the extent there is any conflict between these Privacy Terms and the UK IDTA, the terms of the UK IDTA will prevail.