Privacy and Data Security Sample Clauses
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Privacy and Data Security. (a) In the prior three (3) years, the Company and its Subsidiaries have been in compliance with Privacy Laws, and in all material respects with (i) Contracts (or portions thereof) between the Company or its Subsidiaries and other Persons relating to Personal Data and (ii) applicable written policies, public statements and other public representations relating to the Processing of Personal Data, inclusive of all disclosures required by applicable Privacy Laws (“Privacy and Data Security Policies,” and together with Privacy Laws and such Contracts, “Privacy Commitments”). The execution, delivery and performance by the Company of this Agreement to which the Company is or will be a party, and the consummation of the transactions contemplated hereby or thereby, are not reasonably expected to, directly or indirectly, result in a violation of any Privacy Commitments that would be materially adverse to the Company and its Subsidiaries, taken as a whole.
(b) In the prior three (3) years, the Privacy and Data Security Policies have at all times been maintained and made available to individuals in accordance with reasonable industry practices and as required by Privacy Laws, are accurate and complete and are not misleading or deceptive (including by omission). The practices of the Company or its Subsidiaries with respect to the Processing of Personal Data conform in all material respects to the Privacy and Data Security Policies that govern such Personal Data.
(c) There is (and in the prior three years there has been) no material Legal Proceeding pending or, to the Company’s knowledge, threatened against or involving the Company or its Subsidiaries initiated by any Person (including (i) the Federal Trade Commission, any state attorney general or similar state official, (ii) any other Governmental authority, foreign or domestic or (iii) any regulatory or self-regulatory entity) alleging that any Processing of Personal Data by or on behalf of the Company or its Subsidiaries is or was in violation of any Privacy Commitments. To the Company’s Knowledge, there are no facts, circumstances or conditions that would reasonably be expected to form the basis for any proceeding for any potential violation of any Privacy Commitments.
(d) In the prior three (3) years, (i) there has been no unauthorized access to, or unauthorized use, disclosure, or Processing of Personal Data in the possession or control of the Company or its Subsidiaries or any of its contractors with regard to a...
Privacy and Data Security. Parent and each of its Subsidiaries have complied with all Data Protection Requirements in the conduct of Parent’s and its Subsidiaries’ businesses, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and each of its Subsidiaries have all necessary authority, rights, consents and authorizations to engage in the Data Activities of Personal Data maintained by or for Parent and its Subsidiaries to the extent required in connection with the operation of Parent’s and its Subsidiaries’ business as currently conducted. Since January 1, 2019, Parent and its Subsidiaries have not: (i) experienced any actual, alleged, or suspected data breach or other security incident involving Personal Data in their possession or control; or (ii) been subject to or received any notice of any audit, investigation, complaint, or other Legal Action by any Governmental Entity or other Person concerning Parent’s or any of its Subsidiaries’ Data Activities in relation to Personal Data or actual, alleged, or suspected violation of any Data Protection Requirement concerning privacy, data security, or data breach notification, and to Parent’s Knowledge, there are no facts or circumstances that could reasonably be expected to give rise to any such Legal Action, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries (i) have executed current and valid “Business Associate Agreements” (as described by HIPAA and the corresponding regulations) with each (A) “business associate” (as described by HIPAA and the corresponding regulations), (B) “covered entity” (as described by HIPAA and the corresponding regulations), and (C) “subcontractor” (as described by HIPAA and the corresponding regulations); and (ii) materially comply with such Business Associate Agreements. The Company and each of its Subsidiaries have obtained, as applicable, all rights necessary to undertake de-identification of user data and has de-identified such user data in accordance with the requirements of HIPAA and other Data Protection Requirements.
Privacy and Data Security. (a) The parties will keep confidential any information regarding the Trust, the Company, Nationwide, the Variable Accounts and Contract Owners received in connection with providing services and meeting their respective obligations hereunder, except: (a) as necessary to provide the services or otherwise meet their respective obligations under this Agreement; (b) as necessary to comply with applicable law; and (c) information regarding the Trust or Variable Accounts which is otherwise publicly available. The parties will maintain internal safekeeping procedures to safeguard and protect the confidentiality of the data transmitted to another party or its designees or agents in accordance with Section 248.11 of Regulation S-P (17 CFR 248.1–248.30) (“Reg S-P”), and any other applicable federal or state privacy laws and regulations, including without limitation 201 CFR 17.00 et seq. and applicable security breach notification regulations (collectively “Privacy Laws”). Each party shall use such data solely to effect the services contemplated herein, and none of the parties will directly, or indirectly through an affiliate, disclose any non-public personal information protected under Privacy Laws (“Non-public Personal Information”) received from another party to any person that is not an affiliate, designee, service provider, or agent of the receiving party and provided that any such information disclosed to an affiliate, designee, service provider, or agent will be under the same or substantially similar contractual limitations on use and non-disclosure and will comply with all legal requirements. The Company and the Trust will not use information, including Non-public Personal Information, directly or indirectly provided to it by Nationwide or its designees or agents pursuant to this Agreement for the purpose of marketing to Contract Owners or any other similar purpose, except as may be agreed by the parties hereto. Except for confidential information consisting of Non-public Personal Information, which will be governed in all respects in accordance with the immediately preceding sentence, confidential information does not include information which (i) was publicly known and/or was in the possession of the party receiving confidential information (“Receiving Party”) from other sources prior to the Receiving Party’s receipt of confidential information from the party disclosing confidential information (“Disclosing Party”), or (ii) is or becomes publicly available ...
Privacy and Data Security. The Company is and has at all times been in compliance with all applicable Privacy Laws and the applicable terms of any Company Contracts governing privacy, data protection, data security, trans-border data flow, data loss, data theft, or breach notification, data localization, sending solicited or unsolicited electronic mail or text messages, cookies or other tracking technology, with respect to, or the collection, handling, use, maintenance, storage, disclosure, transfer, or other processing of, Personal Information (including any such information of individuals, clinical trial participants, patients, patient family members, caregivers or advocates, physicians and other health care professionals, clinical trial investigators, researchers, pharmacists that interact with the Company in connection with the operation of the Company’s business), except, in each case, for such noncompliance as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, the Company (i) has implemented and maintains reasonable written policies and procedures that materially comply with applicable Privacy Laws and are designed to protect the privacy and security of Personal Information (the “Privacy Policies”) and (ii) has complied with such Privacy Policies, except for such noncompliance as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no Legal Proceeding has been asserted or threatened against the Company by any Person alleging a violation of Privacy Laws, Privacy Policies, or the applicable terms of any Company Contracts governing privacy, data protection, data security, trans-border data flow, data loss, data theft, or breach notification, data localization, sending solicited or unsolicited electronic mail or text messages, cookies or other tracking technology, with respect to, or the collection, handling, use, maintenance, storage, disclosure, transfer, or other processing of, Personal Information. To the Knowledge of the Company, there have been no data security incidents or data breaches or other adverse events or incidents that have resulted in any unauthorized access to, or collection, use, disclosure, modification or destruction of, Personal Information or other data in the possession or control of the Company or any service provider acting on behalf of the ...
Privacy and Data Security. (a) The Company: (i) has at all times since January 1, 2022 been in compliance in all material respects with the Data Privacy and Security Requirements; (ii) has implemented and maintained, since January 1, 2022, commercially reasonable measures designed to ensure the availability, security and integrity of the Company’s information technology systems, and to protect Personal Information in its possession or control against loss, damage and unauthorized access, use, modification or other misuse; and (iii) is and has been, at all times since January 1, 2022, processing Personal Information in compliance in all material respects with all consents obtained by the Company that apply to the Company’s processing of such Personal Information, including to the extent applicable, Data Privacy and Security Requirements. After consummation of the Transactions, the Company will continue to have materially the same rights to use, process, store and maintain Personal Information as the Company had to use, process, and store such Personal Information immediately prior to the Merger Closing.
(b) Since January 1, 2022, there have been no data breaches or other data incidents or intrusions: (i) resulting in the material loss, damage or material unauthorized access, use unauthorized transmission, modification or other material misuse of any Personal Information maintained by or on behalf of the Company, or (ii) that have caused a material disruption to the function of the Company’s information technology systems, in each case with respect to clauses (i) and (ii), that required notification to Governmental Entities, individuals, or other third party under applicable Data Privacy and Security Requirements. Neither the Company nor its subsidiaries have received any written complaints, notices of investigation or other written correspondence with respect to any investigation from any Governmental Entity or received written notice of any litigation currently pending or threatened against it, in each case, relating to the collection, use or processing of Personal Information by the Company or alleging any violation by the Company of Privacy Laws.
Privacy and Data Security. The Company complies with, and has at all times during the past five (5) years complied with: (i) all Privacy Laws, (ii) all Privacy Policies applicable to the Company, and (iii) all contractual commitments, including any terms of use, that the Company has entered into with respect to the Processing of Personal Information (collectively, the “Data Protection Requirements”). The Company has made available true, complete, and correct copies of all Privacy Policies. The Company has at all relevant times presented a Privacy Policy to individuals prior to the collection of any Personal Information, and all Privacy Policies are, and have at all times, been materially accurate, consistent and complete and not misleading or deceptive (including by omission). The Company routinely engages in due diligence of vendors, processors or other third parties Processing Personal Information collected by and/or Processed by or for the Company (collectively, “Data Partners”) before allowing them to access, receive or Process Personal Information. The Company has valid and enforceable agreements in place with all Data Partners that comply with applicable Data Protection Requirements. The Company has implemented, and at all times during the past five (5) years maintained, and required all Data Partners to implement and maintain, at a minimum, industry standard security measures, plans, procedures, controls, and programs, including a written information security program, to protect and maintain the security of the Company’s Computer Systems and Company Data. Such measures include technical and organizational measures to ensure that only authorized employees or agents of the Company have access to Personal Information, and that Personal Information is processed in compliance with Data Protection Laws. Except as set forth in Schedule 4.24, during the past five (5) years, the Company has not suffered any material business disruptions, material loss of data, or material security breach that required or still requires notification to any supervisory authority. The Company has not received any material complaints, notifications, or allegations of breach of Privacy Laws from any supervisory authority The Information Technology operates and performs in all material respects as currently required to operate the Company’s business taken as a whole. The Information Technology does not contain any worms, viruses, bugs or other embedded faults or other malicious devices that could adversely ...
Privacy and Data Security. (a) The Company and its Subsidiaries comply and have at all times complied in all material respects with all Privacy Obligations. The Company and its Subsidiaries have adopted and published a privacy notice and policy at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/Privacy that accurately describes their privacy practices. The Company and its Subsidiaries maintain commercially reasonable privacy and data security policies, processes, and controls, and an appropriate privacy program. The Company and its Subsidiaries have obtained all necessary consents, required for them to Process Personal Information.
(b) The execution, delivery, performance and consummation of the transactions contemplated by this Agreement (including the Processing of Personal Information in connection therewith) will not cause or constitute a breach or violation of any applicable Privacy Obligations.
(c) The Company and its Subsidiaries have implemented and maintain an information security program comprising reasonable and appropriate physical, administrative and technical safeguards that are (i) appropriate to the size and scope of the Company and its Subsidiaries and the Personal Information and other confidential information they Process in the conduct of their business, (ii) consistent with the best practices adopted for the industry in which the Company and its Subsidiaries operate, (iii) designed to protect the operation, confidentiality, integrity, availability and security of the Company’s and its Subsidiaries’ IT systems, and all Personal Information and other confidential information processed thereby, against unauthorized access, acquisition, interruption, alteration, modification, or use, and (iv) consistent with the Company’s and its Subsidiaries’ Privacy Obligations. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has experienced any material failure of these physical, administrative and technical safeguards.
(d) The Company and its Subsidiaries have taken reasonable measures to ensure that all third parties that Process Personal Information on their behalf comply with applicable Privacy Obligations. The Company and its Subsidiaries obligate third parties that Process Personal Information on their behalf to take reasonable measures to safeguard Personal Information.
(e) The Company has: (i) regularly conducted and regularly conducts vulnerability testing, risk assessments, and external audits of, and tracks security incidents related to the Compan...
Privacy and Data Security. The Company and each of its Subsidiaries have complied with all applicable Laws and all internal or publicly posted policies, notices, and statements concerning the collection, use, processing, storage, transfer, and security of personal information in the conduct of the Company’s and its Subsidiaries’ businesses, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. In the past three years, the Company and its Subsidiaries have not: (i) experienced any actual, alleged, or suspected data breach or other security incident involving personal information in their possession or control; or (ii) been subject to or received any notice of any audit, investigation, complaint, or other Legal Action by any Governmental Entity or other Person concerning the Company’s or any of its Subsidiaries’ collection, use, processing, storage, transfer, or protection of personal information or actual, alleged, or suspected violation of any applicable Law concerning privacy, data security, or data breach notification, and to the Company’s Knowledge, there are no facts or circumstances that could reasonably be expected to give rise to any such Legal Action, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Privacy and Data Security. The Loan Parties and their Subsidiaries shall, at all times, remain in compliance in all material respects with all applicable United States and international privacy and data security laws and regulations including GDPR (to the extent applicable).
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(a) Since January 1, 2020, each of the Acquired Companies has complied in all material respects with (i) all applicable Privacy Laws; (2) the terms of consents or authorizations pursuant to which the Acquired Companies have obtained and process Personal Information; and (3) the terms of all contracts with respect to the processing of Personal Information thereunder. The Acquired Companies have complied in all material respects with each of their respective written and published policies and procedures concerning the privacy of Personal Information (the “Privacy Policies”). Since January 1, 2020, no Acquired Company has received written notice of any claims or written complaints against the Acquired Companies by any Person alleging a violation of Privacy Laws and/or Privacy Policies and, to the Knowledge of the Company, there are no circumstances currently existing that would reasonably be expected to give rise to material liability on the part of the Company or its Subsidiaries. There has been no material loss, damage, or unauthorized access, use, disclosure, modification, or other misuse of any Personal Information in the Acquired Companies’ possession or control.
(b) Each of the Acquired Companies has implemented and maintains an information security program that: (i) complies in all material respects with all Privacy Laws and applicable industry standards; (ii) is designed to identify internal and external risks to the security of any proprietary or confidential information in its possession including Personal Information and the rights and freedoms of the subjects of Personal Information; (iii) is designed to monitor and protect Personal Information and systems used against any unauthorized use, access, interruption, modification or corruption by third parties; (iv) is designed to implement, monitor, and maintain appropriate, adequate, and effective administrative, organizational, technical, and physical safeguards to control the risks described above in (ii) and (iii); (v) is described in written data security policies and procedures; (vi) is designed to assess each of the Acquired Companies’ data security practices, programs, and risks; and (vii) is designed to maintain an incident response and notification procedures in compliance with applicable Privacy Laws, including in the case of any breach of security compromising Personal Information.