and Data Processing Addendum
- Password and Security: You will be provided with a username and a secure password for accessing our coaching and crm services. You are solely responsible for maintaining the confidentiality of your password(s). You agree to notify RondaReady immediately of any unauthorized use of your password(s)/account or any other breach of security applicable to our services.
- Limitation of Liability: By accepting these terms and conditions you agree that RondaReady and its affiliates are not responsible and have no liability for indirect, incidental, consequential, special, exemplary, punitive or other damages under any contract, negligence, strict liability or other theory arising out of or relating in any way to your use of our service. RondaReady will only be liable for costs and expenses incurred directly by you as a result of any negligent act or omission by us, provided that, under no circumstances shall our liability exceed the fees paid by you to RondaReady for services rendered in the preceding 12-month period.
4.1 Customer agrees to defend, indemnify and hold harmless RondaReady, its members, managers, officers, employees, attorneys, agents, and assigns from any and all claims, liabilities, losses, costs or damages whatsoever (herein “Claims”), including reasonable attorney's fees, arising as a result of, or in any way connected with, the use of the System by any person, including but not limited to Customer or Authorized User (otherwise than as a result of any gross negligence on the part of RondaReady), whether or not such Claims arise out of tort, contract or statute including, without limitation, (i) Claims caused by any act error, omission, fault or negligence of Customer or any Authorized User or any other party or their respective employees, customers or permitted assigns, or (ii) Claims arising under a warranty or representation by Customer to any Authorized User or to any third party in connection with the System, or (iii) Claims arising out of libel, slander, infringement of copyright, trademarks, service marks, trade secrets or patents, or breach in the privacy or security of transmissions directly or indirectly related to the use of the System, or (iv) Claims related to the rights of persons and entities that are not parties to this Agreement relating to the products and services provided directly or indirectly by RondaReady that may include tools by which Customer or Authorized Users can contact third parties by phone, email and/or text messages (herein “Dissemination of Information”).4.2 RONDAREADY SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DISSEMINATION OF INFORMATION. Customer represents and warrants that it will inquire of its own legal counsel as to the legality of any Dissemination of Information and/or actions in furtherance of such dissemination, and Customer assumes all responsibility for knowledge of, and compliance with, state and federal statutes, regulations, ordinances and other strictures governing the Dissemination of Information. Customer will use RondaReady’ products, software and data base in full compliance with, and shall indemnify RondaReady for failures of any person or entity, including but not limited to Customers and Authorized Users to fully comply with, all state and federal statutes, regulations, ordinances and other strictures governing the Dissemination of Information and/or actions in furtherance of such dissemination.4.3 If RondaReady receives notice of any Claim with respect to which it may be entitled to be indemnified by Customer hereunder it shall promptly give notice of the same to Customer. If Customer does not assume the defense of such Claim and unconditionally acknowledge its obligation to indemnify RondaReady with respect thereto, RondaReady shall be entitled to take such actions with regard thereto as it shall in its sole discretion determine including, but not limited to, de-activation of any Authorized User that it reasonably suspects is responsible for the conduct giving rise to the Claim and, if the misuse of the System is sufficiently serious, and after prior notice to Customer, to suspend all services provided hereunder until Customer is able to demonstrate to the reasonable satisfaction of RondaReady that such misuse will not reoccur.
- Termination and Suspension: We may terminate or deny access to any part, or all of the services offered, for non-payment. In the event that a customer is rude, abusive or otherwise conducts themselves in an unprofessional manner with any RondaReady personnel (whether by in person, over the telephone or in other communications) we may deny access to all or any part of the services (or to any such user) or we may elect by notice in writing to terminate this agreement in its entirety. Additionally, there may be rare occasions where we need to suspend the service for repairs, upgrades or maintenance reasons. If we were to terminate the service permanently, pre-paid customers would be refunded any pre- paid months not used.
- Course Enrollment & Access: As a student, when you enroll in a course, whether it’s a free or paid course, you are getting from RondaReady a license to view the course via the RondaReady platform and Services, and RondaReady is the licensor of record. Courses are licensed, and not sold, to you. This license does not give you any right to resell the course in any manner (including by sharing account information with a purchaser or illegally downloading the course and sharing it on torrent sites). In legal, more complete terms, RondaReady grants you (as a student) a limited, non-exclusive, non-transferable license to access and view the courses and associated content for which you have paid all required fees, solely for your personal, non-commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with a particular courses or feature of our Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sub-license, or otherwise transfer or use any course unless we give you explicit permission to do so in a written agreement signed by a RondaReady authorized representative. This also applies to content you can access via any of our APIs.
- Membership Plans: There are two types of membership plans; Monthly and Annual. Each membership plan has the same three, Build Your Empire Courses. In both membership plans, the first course is available upon purchase. This is sequential learning. In the Monthly Membership, the courses and course lessons are released over the course of a year. In the Annual Membership, the second and third course are available at day 30 post purchase of the annual membership plan. If you are a monthly member, you may upgrade your membership to an annual plan at any time by canceling your monthly membership plan and re- purchasing the annual membership plan. When you change membership plans, your course progress will not be saved. All the same course material is available in each plan. If keeping your progress markers are important to you, stick with the same membership plan.
- Pricing: At times we run promotions and sales for our services for a set period of time. The price applicable to our services will be the price at the time you complete your purchase (at checkout). An Annual Membership is priced as twelve months for the price of 10. This means the 11th and 12th months are free; not that there is a discount on all 12 months. The membership you choose is your default membership type for the subsequent years. VoiceTouch and Additional User pricing are stated in the CRM. You agree to the stated price in the CRM when you select to engage these options. When your number of contacts and/or email exceed your plan limit you will be charged as follows:Number of contacts in excess of plan limit - o For every 1000 over +$10 - o Cap at a total of 13,000
Number of emails in excess of plan limit - o For every 1000 over +$10 - o Cap at a total of 25,000 per month
- Payments: You agree to pay the fees for courses, number of contacts and email overages and additional add on features [such as VoiceTouch and additional team members] that you purchase, and you authorize us to charge your debit or credit card. When you make a purchase, you agree not to use an invalid or unauthorized payment method. If your payment method fails and you still get access to the course you are enrolling in, you agree to pay us the corresponding fees within thirty (30) days of notification from us. We reserve the right to disable access to any service for which we have not received adequate payments. For Annual Members, any add-on service such as Voice Touch or additional team members will be billed within 30 days of purchase, one time and pro-rated, for the duration of your annual membership. For monthly contact and email overages, you will be billed the month following the overage. You agree that we may use the card we have on file to charge you for all additional charges you incur. In some cases, we may issue credits to your account. Credits may expire if not used within the specified period and have no cash value.
- Refunds and Credits: If the Annual Membership service[s] you purchased is not what you were expecting, you can request, within the first 30 days of your purchase of the course, that RondaReady credit/refund your account. No credit or refund is due to you if you request it after the 30-day guarantee time limit has passed. If you purchased the Monthly Membership, you can request, within the first 30 days of your purchase of the course, that RondaReady credit/refund your account. For any subsequent monthly payment made, and you decide to cancel your membership within that paid month, there will be no partial credits made. To request a credit/refund, email here4you@RondaReady, Subject Line: 30-day Refund Request. At our discretion, if we believe you are abusing our credit/refund policy, we reserve the right to ban your account and to restrict all future use of the Services. If we ban your account or disable your access to a course due to your violation of these Terms you will not be eligible to receive any credit or refund.
- RondaReady Rights to Content You Post: The content you post as a member remains yours. By posting content, you allow RondaReady to reuse and share it but you do not lose any ownership rights you may have over your content. When you post comments, questions, reviews, and when you submit to us ideas and suggestions for new features or improvements, you authorize RondaReady to use and share this content with anyone, distribute it and promote it on any platform and in any media, and to make modifications or edits to it as we see fit. In legal language, by submitting or posting content on or through the platforms, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your content in any and all media or distribution methods (existing now or later developed). You also agree to all such uses of your content with no compensation paid to you.
- RondaReady Rights: You may not do any of the following while accessing or using the RondaReady platform and Services:
* access, tamper with, or use non-public areas of the platform, RondaReady’s computer systems, or the technical delivery systems of RondaReady’s service providers.
* disable, interfere with, or try to circumvent any of the features of the platforms related to security or
* probe, scan, or test the vulnerability of any of our systems.
* copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of or content on the RondaReady platform or Services.
* access or search or attempt to access or search our platform by any means (automated or otherwise) other than through our currently available search functionalities that are provided via our website, mobile apps, or API (and only pursuant to those API terms and conditions). You may not scrape, spider, use a robot, or use other automated means of any kind to access the Services.
* in any way use the Services to send altered, deceptive, or false source-identifying information (such as sending email communications falsely appearing as RondaReady); or interfere with, or disrupt, (or attempt to do so), the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the platforms or services, or in any other manner interfering with or creating an undue burden on the Services. If RondaReady Spam Report Analysis shows a high rate of spam email from your account, we reserve the right to suspend access to your CRM account until such time your account no longer shows a high number of spam emails.
- Disclaimers: It may happen that our platform is down, either for planned maintenance or because something goes down with the site. It may also happen that we encounter security issues. These are just examples. You accept that you will not have any recourse against us in any of these types of cases where things don’t work out right. In legal, more complete language, the Services and their content are provided on an “as is” and “as available” basis. We (and our affiliates, suppliers, partners, and agents) make no representations or warranties about the suitability, reliability, availability, timeliness, security, lack of errors, or accuracy of the Services or their content, and expressly disclaim any warranties or conditions (express or implied), including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We (and our affiliates, suppliers, partners, and agents) make no warranty that you will obtain specific results from use of the Services. Your use of the Services (including any content) is entirely at your own risk. Some jurisdictions don’t allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. We may decide to cease making available certain features of the Services at any time and for any reason. Under no circumstances will RondaReady or its affiliates, suppliers, partners or agents be held liable for any damages due to such interruptions or lack of availability of such features. We are not responsible for delay or failure of our performance of any of the Services caused by events beyond our reasonable control, like an act of war, hostility, or sabotage; natural disaster; electrical, internet, or telecommunication outage; or government restrictions.
- Updating These Terms: We have the right to revise and amend these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and RondaReady reserves the right in its sole discretion to modify and/or make changes to these Terms at any time without any notice to users. Modifications will become effective on the day they are posted unless stated otherwise. Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.
- How to Contact Us: The best way to get in touch with us is to contact our support team at here4you @ RondaReady dot com. We’d love to hear your questions, concerns, and feedback about our Services.
Data Processing Addendum
This Data Processing Addendum (this "DPA") is made between RondaReady a division of ROCA Systems, a Limited Liability company organized and existing under the laws of the State of Colorado, U.S.A. ("RondaReady"), and the entity or person obtaining a license to use the RondaReady product[s] and services.
1.1 For the purposes of this DPA, the following terms shall have their respective meanings set forth below and other capitalized terms used but not defined in this DPA have the same meanings as set forth in the Agreement:
(b) "EEA" means the European Economic Area (including the United Kingdom).
(c) "EU Data Protection Legislation" means on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council 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 ("GDPR") (as amended, replaced or superseded).
(d) "Controller" means the entity which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.
(e) "Processor" means an entity which processes Personal Data on behalf of the Controller. (f) "Personal Data" means any information relating to an identified or identifiable natural
(g) "Privacy Shield" means the EU-U.S. and Swiss-U.S. Privacy Shield self-certification program operated by the U.S. Department of Commerce.
(h) "Privacy Shield Principles" means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision C(2016)4176 of July 12, 2016 (as may be amended, superseded or replaced).
(i) "Security Incident” means accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
(j) "Sensitive Data" means (a) social security number, passport number, driver's license number, or similar identifier (or any portion thereof), (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords; (f) date of birth; (g) criminal history; (h) mother's maiden name; and (i) any other information that falls within the definition of "special categories of data" under EU Data Protection Legislation or any other applicable law relating to privacy and data protection.
2. Relationship with Agreement
2.1 Except as amended by this DPA, the Agreement will remain in full force and effect.
2.2 If there is a conflict between the Agreement and this DPA, the terms of this DPA will control.
2.3 Any claims brought under this DPA shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement.
3. Applicability of this DPA
3.1 The general data protection obligations set forth in Part A (being Sections 4 to 6 as well as Annex A), apply to the processing of Personal Data under the Agreement from the Effective Date. Part B (being Sections 7 to 11) apply to the processing of Personal Data by RondaReady within the scope of the GDPR.
3.2 With respect to the processing of Personal Data falling within the scope of Part B:
(a) the terms of Part B shall apply in addition to, and not in substitution of, the terms in Part A; and
(b) to the extent there is any conflict between the provisions in Part A and Part B, the provisions in Part B shall take priority.
3.3 Notwithstanding anything in this DPA, RondaReady will have the right to collect, extract, compile, synthesize and analyze aggregated, non-personally identifiable data or information (data or information that does not identify Customer or any other entity or natural person as the source thereof) resulting from Customer's use or operation of the Services (“Service Data”) including, by way of example and without limitation, information relating to number of contacts, to-do’s, and deals; phone call lengths in minutes, email sending statistics, free trial statistics. To the extent any Service Data is collected or generated by RondaReady, such data will be solely owned by RondaReady and may be used by RondaReady for any lawful business purpose without a duty of accounting to Customer For the avoidance of doubt, this DPA will not apply to Service Data.
Part A: General data protection obligations
4. Roles and responsibilities
4.1 Parties' Roles. Customer, as Controller, appoints RondaReady as a Processor to process the Personal Data described in Annex A on Customer's behalf.
4.2 Purpose Limitation. RondaReady shall process the Personal Data for the purposes described in Annex A and only in accordance with the lawful, documented instructions of Customer, except where otherwise required by applicable law. The Agreement and this DPA sets out Customer's complete instructions to RondaReady in relation to the processing of the Personal Data and any processing required outside of the scope of these instructions will require prior written agreement between the parties.
4.3 Prohibited Data. Customer will not provide (or cause to be provided) any Sensitive Data to RondaReady for processing under the Agreement, and RondaReady will have no liability whatsoever for Sensitive Data, whether in connection with a Security Incident or otherwise. For the avoidance of doubt, this DPA will not apply to Sensitive Data.
4.4 Description of Processing. A description of the nature and purposes of the processing, the types of Personal Data, categories of data subjects, and the duration of the processing are set out further
in Annex A.
4.5 Compliance. Customer shall be responsible for ensuring that:
(a) it has complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including EU Data Protection Legislation, in its use of the Services and its own processing of Personal Data (except as otherwise required by applicable law); and
(b) it has, and will continue to have, the right to transfer, or provide access to, the Personal Data to RondaReady for processing in accordance with the terms of the Agreement and this DPA.
RondaReady will ensure that Personal Data is kept in a safe environment and secured against loss, misuse, unauthorized access, disclosure, alteration or destruction, taking due account of the nature of the data and the risks involved in the processing.
6. International transfers
6.1 International Transfers. To the extent that RondaReady processes (or causes to be processed) any Personal Data originating from the EEA in a country that has not been designated by the European Commission as providing an adequate level of protection for Personal Data, the Personal Data shall be deemed to have adequate protection (within the meaning of EU Data Protection Legislation) by virtue of RondaReady's self-certification to the Privacy Shield. RondaReady shall agree to apply the Privacy Shield Principles when processing (or causing to be processed) any EEA or Swiss Personal Data under this Agreement.
6.2 Privacy Shield Notifications. RondaReady agrees to notify Customer without undue delay if its self- certification to the Privacy Shield is withdrawn, terminated, revoked, or otherwise invalidated. In such a case, the parties shall cooperate in good faith to put in place such alternative data export mechanisms as are required under EU Data Protection Legislation to ensure an adequate level of protection for the Personal Data.
Part B: GDPR Obligations
7. Additional security
7.1 Confidentiality of processing. RondaReady shall ensure that any person that it authorizes to process the Personal Data shall be subject to a duty of confidentiality (whether a contractual or a statutory duty).
7.2 Security Incidents. Upon becoming aware of a Security Incident, RondaReady shall notify Customer without undue delay and shall provide such timely information as Customer may reasonably require, including to enable Customer to fulfil any data breach reporting obligations under EU Data Protection Legislation. RondaReady shall take appropriate and commercially reasonable steps to mitigate the effects of such a Security Incident on the Personal Data under this Agreement.
8.1 Sub-processors. Customer agrees that RondaReady may engage RondaReady affiliates and third- party sub-processors (collectively, "Sub-processors") to process the Personal Data on RondaReady's behalf. Sub-processors may provide hosting services and may provide plug-in tools and services that enhance the RondaReady product offering. A list of Sub-processors currently engaged by RondaReady may be found at https://www.RondaReady/u/gdpr-subprocessors
8.2 Changes to Sub-processors. Customer Changes to Sub-processors. Customer will be notified if RondaReady, adds or replaces any Sub-processors. If Customer has not previously consented to such changes, within five (5) calendar days of such notification, Customer may object in writing to the appointment of any additional or replacement Sub-processor in which case RondaReady will permit Customer to terminate the affected RondaReady service in accordance with the termination provisions of the Agreement. If no such objection is received, Customer will be deemed to have consented to such changes. may object in writing to the appointment of an additional Sub-processor within five (5) calendar days after receipt of RondaReady's notice in accordance with the mechanism set out at Section 8.1 above. In the event that Customer objects on reasonable grounds relating to the protection of the Personal Data, then the parties shall discuss commercially reasonable alternative solutions in good faith. If no resolution can be reached, RondaReady will, at its sole discretion, either not appoint Sub-processor, or permit Customer to suspend or terminate the affected RondaReady service in accordance with the termination provisions of the Agreement.
8.3 Sub-processor obligations. Where a Sub-processor is engaged by RondaReady as described in this Section 8, RondaReady shall:
(a) restrict the Sub-processor’s access to Personal Data only to what is necessary to perform the
(b) impose on such Sub-processors data protection terms that protect the Personal Data to the same standard provided for by this DPA; and
(c) remain liable for any breach of the DPA caused by a Sub-processor.
9.1 Cooperation and data subjects' rights. RondaReady shall, taking into account the nature of the processing, provide reasonable assistance to Customer insofar as this is possible, to enable Customer to respond to requests from a data subject seeking to exercise their rights under EU Data Protection Legislation. In the event that such request is made directly to RondaReady, RondaReady shall promptly inform Customer of the same.
9.2 Data Protection Impact Assessments. RondaReady shall, to the extent required by EU Data Protection Legislation and at Customer’s expense, taking into account the nature of the processing and the information available to RondaReady, provide Customer with commercially reasonable assistance with data protection impact assessments or prior consultations with data protection authorities that Customer is required to carry out under EU Data Protection Legislation.
10.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the services provided by RondaReady pursuant to the Agreement, RondaReady will implement appropriate technical and organizational measures to ensure a level of security appropriate to the associated risk relative to Personal Data, including, inter alia, as appropriate:
(a) the pseudonymization and encryption of Personal Data;
(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(c) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and
(d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
10.2 In assessing the appropriate level of security RondaReady will take into account, in particular, the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
10.3 RondaReady will take steps to ensure that any person acting under the authority of the Controller or RondaReady who has access to Personal Data does not process such Personal Data
except on instructions from the Controller, unless he or she is required to do so by EU Data Protection Legislation.
11. Deletion / return of data
Upon termination or expiry of the Agreement, RondaReady shall at Customer’s election, delete or return to Customer the Personal Data (including copies) in RondaReady's possession, save to the extent that RondaReady is required by any applicable law to retain some or all of the Personal Data.
ANNEX A DESCRIPTION OF PROCESSING
Nature and purposes of processing
RondaReady is a US headquartered provider of cloud-based transactional and marketing email delivery, management and analytics services. These services will consist primarily of managing interaction with current and potential customers, providing marketing automation tools, and sending and delivering e-mail communications on behalf of the Customer All content entered into RondaReady systems are determined by the Customer in its sole discretion.
Otherwise, the data processing will involve any such processing that is necessary for the purposes set out in the Agreement, the DPA, or as otherwise agreed between the parties
Categories of data subjects
The personal data transferred concern any data subject who has been added as a contact into the RondaReady system which the Customer instructs RondaReady to manage.
Categories of data
The personal data transferred concern the following categories of data for the data subjects:
• First and last name, address, telephone numbers, e-mail addresses, fax numbers, employment company, job title, and
• Any other personal data that the Customer chooses to include within the contact record within the RondaReady's System.
The personal data transferred to RondaReady for processing is determined and controlled by the Customer in its sole discretion. As such, RondaReady has no control over the volume and sensitivity of personal data processed through its service by the Customer.
Special categories of data (if appropriate)
RondaReady does not intentionally collect or process any special categories of data in the provision of its service.
Under the Agreement, the Customer agrees not to provide special categories of data to RondaReady at any time.
Duration of processing
The personal data will be processed for the term of the Agreement, or as otherwise required by law or agreed between the parties.