Retention Rules Clause Samples

Retention Rules. The managed Email Service shall comply with the following retention rules, subject to change by Client upon reasonable notice to Synacor. Client will be responsible for additional expenses that are the result of policy changes requested by Client. Any changes that will result in an additional expense will be identified by Synacor in writing. Client must provide written approval of such cost prior to the cost being incurred. (a) Messages reasonably deemed to be SPAM will reside in the User’s SPAM folder for 2 days and will then be purged. (b) Messages in the User’s Trash folder will be purged after 14 days. (c) Unread messages in a User’s Inbox for more than 90 days will be deleted. (d) Active Mailboxes with no activity for [*] consecutive days will be suspended at such time, and then deleted after a period of an additional [*] days. (e) User names associated with deleted mailboxes will be reserved for [*], at which time these usernames will be made available to other Subscribers. (f) Notwithstanding the aforementioned usernames, no other data will be preserved for deleted mailboxes. (g) Messages to deleted mailboxes will not be delivered. The following establishes the terms and conditions by which the Parties will work together to facilitate the delivery of search related Services to Users. 1. Definition of Search Services and Selection of Search Services Provider. Synacor shall be the exclusive provider of search Services on the Client Branded Portal and any other Services that enable Users to receive descriptions and links associated with search results from search boxes (“Search Services”) placed within the Client Branded Portal or other Services, through its agreement with one or more Search Services providers (“Search Services Provider(s)”). As of the Effective Date, the sole Search Services Provider for the Residential Portal and the Business Portal is Google Inc. with complementary Search Services provided by ▇▇▇.▇▇▇ as the Complimentary Search Services Provider (as defined herein). [*]

Retention Rules. Each holder of a Note or a beneficial interest acquired in the initial syndication of the Notes, by its acquisition of a Note or a beneficial interest in a Note, will be required to represent and warrant to the Issuer, the Seller and the Arranger that it (a)(i) is not a Risk Retention U.S. Person or (ii) it has obtained a U.S. Risk Retention Consent, (b) is acquiring such Note or a beneficial interest therein for its own account and not with a view to distribute such Note and (c) is not acquiring such Note or a beneficial interest therein as part of a scheme to evade the requirements of the U.S. Risk Retention Rules (including acquiring such Note through a non-Risk Retention U.S. Person, rather than a Risk Retention U.S. Person, as part of a scheme to evade the 10 per cent. Risk Retention U.S. Person limitation in the exemption provided for in Section 20 of the U.S. Risk Retention Rules described herein). The Seller has advised the Issuer that it will not provide a U.S. Risk Retention Consent to any investor if such investor's purchase would result in more than 10 per cent. of the dollar value (or equivalent amount in the currency in which the securities are issued) (as determined by fair value under US GAAP) of all Classes of Notes to be sold or transferred to Risk Retention U.S. Persons on the Note Issuance Date. The Seller is under no obligation to provide a U.S. Risk Retention Consent under any circumstances. The Seller, the Issuer, the Arranger and each of the Joint Lead Managers have agreed that none of the Arranger, the Joint Lead Managers or any person who controls any of them or any director, officer, employee, agent or affiliate of the Arranger or the Joint Lead Managers (as applicable) shall have any responsibility for determining the proper characterisation of potential investors for such restriction or for determining the availability of the exemption provided for in Section 20 of the U.S. Risk Retention Rules, and none of the Arranger or each Joint Lead Manager or any person who controls it or any director, officer, employee, agent or affiliate of the Arranger or of each Joint Lead Manager accepts any liability or responsibility whatsoever for any such determination or characterisation. There can be no assurance that the exemption provided for in Section 20 of the U.S. Risk Retention Rules regarding non- U.S. transactions will be available. No assurance can be given as to whether a failure by the Seller to comply with the U.S. Risk Retention ...

Retention Rules. The managed Email Service shall comply with the following retention rules, subject to change by Client upon reasonable notice to Synacor. [*]. Any changes that will result in an additional expense will be identified by Synacor in writing. Client must provide written approval of such cost prior to the cost being incurred. (a) Messages reasonably deemed to be SPAM will reside in the User's SPAM folder for [*] and will then be purged. (b) Messages in the User's Trash folder will be purged after [*]. (c) Unread messages in a User's Inbox for more than [*] will be deleted. (d) NonActive Mailboxes never logged into for [*] will be suspended at such time and then deleted after a period of an [*]. (e) Active Mailboxes with [*] will be suspended at such time, and then deleted after a period of an [*]. (f) Usernames associated with deleted mailboxes will be reserved for [*], at which time these usernames will be made available to other Subscribers. (g) Notwithstanding the aforementioned usernames, no other data will be preserved for deleted mailboxes. Messages to deleted mailboxes will not be delivered. The following are the terms and conditions upon which Synacor will provide Cloud ID Services to Client.

Retention Rules. Measures to ensure that personal data are deleted during and after the term of the Agreement when it is o longer necessary for the purposes for which the personal data are processed: During the term of the Agreement: as soon as possible and at the latest within from when the customer asked for the personal data to be erased. After the Agreement has ceased to apply: see Sub-clause 8.2 of the Data Processing Agreement.