Common use of COPPA Clause in Contracts

COPPA. If the Children’s Online Privacy Protection Act of 1998, 15 U.S.C. §6501-6506 (“COPPA”) applies to the Services, you are responsible for obtaining all student and/or parental consent as required by COPPA and must provide verifiable evidence of such consent upon our written request, provided that Impero will provide you with any reasonably requested information necessary to fulfill your obligations in obtaining consent. Where COPPA applies to Impero as part of its provision of the Services to Customer, Impero’s information management practices are attached as Exhibit C. 20.1. If we process “Personal Data” as defined by the Data Protection Legislation as part of delivering the Services to you, in so far as required, both you and we agree that we will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. 20.2. You acknowledge that for the purposes of the Data Protection Legislation, we are the controller of Personal Data we use to manage our relationship with you and to allow your users to access the Services and you are the controller and Impero is the processor of any Personal Data contained in the Customer Data (where controller and processor have the meanings as defined in the Data Protection Legislation). Where we are acting as your processor, Exhibit D sets out the scope, nature and 20.3. Without prejudice to the generality of clause 20.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of any required Personal Data to Impero for the duration and purposes of this agreement. 20.4. Impero shall, where acting as a processor in relation to any Personal Data under this ISA: (a) process that Personal Data only on your written instructions (provided that such instructions are within the scope of the Services set out in the Agreement) unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to Impero to process Personal Data (Applicable Laws). Where Impero is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the applicable laws unless those applicable laws prohibit us from so notifying you; (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; (d) not transfer any Personal Data outside of the European Economic Area without ensuring adequate measures are in place to protect the Personal Data as required by applicable Data Protection Legislation; (e) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (f) notify you without undue delay on becoming aware of a breach of security which has resulted in the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Personal Data; (g) maintain complete and accurate records and information to show it has complied with this clause 20.4; (h) permit you (or your third party auditor) not more than once in any twelve month period or more frequently if required by a regulatory authority, to audit Impero’s compliance with this clause 20.4 on giving reasonable notice to Impero, provided that any third party auditor mandated by you to conduct such audit has entered into confidentiality undertakings which are satisfactory to Impero and you use reasonable endeavours to ensure that any such audit is designed to minimise disruption to Impero’s business;