AS USED HEREIN, “PARTY” MEANS BUYER OR PROVIDER INDIVIDUALLY, AND “PARTIES” MEANS BUYER AND PROVIDER COLLECTIVELY. “AFFILIATE” MEANS AN ENTITY THAT OWNS, IS OWNED BY, OR IS UNDER COMMON OWNERSHIP WITH, A PARTY. “PURCHASE ORDER” OR “PO” MEANS A WRITTEN ORDER FOR SERVICES SUBMITTED BY BUYER TO PROVIDER EITHER IN HARD COPY OR ELECTRONIC FORM IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT. “STATEMENT OF WORK” MEANS A WRITTEN AND EXECUTED CONTRACT THAT IS BETWEEN BUYER OR BUYER’S AFFILIATE AND PROVIDER, AND THAT SPECIFIES THE TERMS AND CONDITIONS UNDER WHICH PROVIDER WILL PROVIDE SERVICES AND WORK PRODUCT TO BUYER FOR THE BENEFIT OF A CUSTOMER.
Compelled Disclosures. If Provider is compelled to disclose Customer Data or PII by any Governmental Requirement, then, except to the extent prohibited by law, Provider shall: (a) provide Buyer with prompt notice of such compulsion; (b) provide the maximum allowable opportunity for Buyer to seek a protective order or other measure to bar or limit such disclosure; (c) disclose only the minimum amount of Customer Data or PII required; and (d) make reasonable efforts to ensure that the disclosed Customer Data or PII is disclosed in a manner that preserves its confidentiality to the extent reasonably and legally possible.
Prior to performing any marketing-related Services, Provider shall, in coordination with Buyer, perform a “Suppression” (meaning a purge or other suppression from intended marketing lists of all Customer Data and PII that is not available for marketing use, according to the Opt Out Lists and Marketing Regulations); such obligation shall be in addition to performing any other legally required Suppressions, including legally-mandated do not mail or do not call procedures.
Provider shall employ measures to ensure that applicable PII and Customer Data is Suppressed from its own records in response to any request by an entity to “Opt Out” (meaning not have his/her/its Customer Data or PII used for marketing purposes). Provider shall employ measures to ensure that Buyer is promptly provided any Opt Out requests. Any Opt Out List or Opt Out request provided by Buyer to Provider shall be used by Buyer solely for the purpose of performing Suppression and shall be returned or destroyed when no longer needed for such purpose.
Breach of Security. Provider shall immediately report to Buyer any loss of, failure to protect, or potential breach of obligations related to, Customer Data or PII, including any unauthorized use or disclosure, or any breach of Provider’s systems that results in or is reasonably likely to result in improper access to PII or Customer Data. Provider shall, at its own expense, comply with all data breach notification laws in responding to any data breach and shall, to the extent permissible, notify Buyer of all actions taken in response to any data breach.
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