Evercast Policy Documentation

Policy Page. Updated November 7, 2019

Evercast strives to maintain a reliable, consistent and secure real-time collaboration environment. To document our compliance with numerous national, legal and international privacy regulations, and to fulfill our commitment to security for our customers, we have enacted the following policies.

Privacy Policy

Insert your registered company name (“we“, “us”, “our”) are committed to protecting and respecting your privacy.

This privacy policy (“Privacy Policy”) and any other documents referred to herein, sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By visiting www.evercast.us, v2.evercast.us, policy.evercast.us, and other evercast.us domains (“Site”) you are accepting and consenting to the practices described in this Privacy Policy.

DATA CONTROLLER

For the purposes of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, (“GDPR”), the Data Protection Act 2018 and any applicable national implementing laws, regulations and secondary legislation relating to the processing of personal data (together “Data Protection Law”), the data controller is Evercast LLC.

LEGAL BASIS FOR PROCESSING

We collect and use the personal data described below in order to provide you with access to our Site and Services in a reliable and secure manner. We also collect and use personal data:

  • For our legitimate business needs.
  • To fulfill our contractual obligations to you.
  • To comply with our legal obligations.

To the extent we process your personal data for any other purposes, we ask for your consent in advance or require that our partners obtain such consent.

INFORMATION WE MAY COLLECT FROM YOU

We may collect and process the following information about you:

Information you give us. You may give us information about you by filling in forms on our Site or by corresponding with us by phone, email or otherwise. This includes information you provide when you register to use our Site, apps, subscribe to our services (“Services”) or newsletter, perform searches, provide payment information, share real-time audio or video, participate in discussion boards, change settings, and when you report a problem with our Site or Services. The information you give us may include your name, address, email address and phone number, financial and credit card information, personal description and photograph, video recordings, audio recordings, email addresses of invitees, project titles, project information, computer configurations and settings, billing subscription information, project timing and duration, and project participants.

Information we collect about you. With regard to each of your visits to our Site we may automatically collect the following information:

  • Technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;
  • Information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our Site (including date and time); products you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page and any phone number used to call our customer service number.
  • Information from other online accounts to which you have given us permission to collect data from within your settings or the privacy policies of these other online services. For example, this can be via social media or by choosing to send us your location data when accessing our Site from your smartphone; or it can be from the integrations and connections that you choose to install when using the Services.

Information we receive from other sources. We may receive information about you if you use any of the other websites we operate or the other services we provide. In this case we will have informed you when we collected that data that it may be shared internally and combined with data collected on this Site.

We are also working closely with third parties (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies, industry information databases) and may receive information about you from them.

COOKIES

We use cookies on our Site to distinguish you from other users of our Site. This helps us to provide you with a good experience when you browse our Site and also allows us to improve the Site.

What are cookies

Cookies are small text files that are placed on your computer by websites that you visit. They are widely used in order to make websites work, or work more efficiently, as well as to provide information to the owners of the Site. Cookies can be “persistent” or “session” cookies.

We use persistent cookies and session cookies on our Site.

Persistent Cookies

A persistent cookie is stored on a user’s device in between browser sessions which allows the preferences or actions of a user across the Site (or in some cases across different websites) to be remembered. We use persistent cookies to save your login information for future logins to the Site.

Session Cookies

A session cookie allows the Site to link your actions during a browser session. We use session cookies to enable certain features of the Site, to better understand how you interact with the Site and to monitor aggregate usage by users and web traffic routing on the Site. Unlike persistent cookies, session cookies are deleted from your computer when you log off from the Site and then close your browser.

Which cookies we use and why

The table below explains the cookies we use and why we use each of them.

Anonymous Analytics

Google Analytics (_ga)

Tracking cookies

These cookies are used to collect information about how visitors use our Site. We use the information to compile reports and to help us improve the Site. The cookies collect information in an anonymous form, including the number of visitors to the Site, where visitors have come to the Site from and the pages they visited. If you do not allow these cookies we will not be able to include your visit in our statistics. You can read the full Google Analytics privacy policy at: http://www.google.com/policies/privacy/.

Cookie

Purpose

Type

Analytics cookies.

We use analytics cookies to tell us whether you have visited the Site previously, and to gather statistics about visits to a page.

Geotargeting

Location cookies

These cookies are used by software which tries to work out what country you are in from information supplied by your browser when it requests a web page. This cookie is completely anonymous, and is only used to help target content.

Registration

Signin cookies

When you sign in, we generate cookies that let us know whether you are signed in or not. Our servers use these cookies to work out which account you are signed in with.

Site Performance

Preference cookies

We use site performance cookies to remember preferences you may have set on our Sites.

YouTube

Embedded cookies

We embed videos from our official YouTube channel using YouTube’s privacy-enhanced mode. This mode may set cookies on your computer once you click on the YouTube video player, but YouTube will not store personally-identifiable cookie information for playbacks of embedded videos using the privacy-enhanced mode.

trackingID

Authentication

For 2-factor authentication and device preferences, and track logins.

Host-nonce

Host-jwt

Security

Session authentication

Intercom-ga

Support

Analytics for Intercom support

Security

Session authentication protection

You can set up your browser options, to stop your computer accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you do not accept cookies, however, you may not be able to use the whole of the Site or all functionality of the Services.

To find out more about cookies, including how to see what cookies have been set and how to manage and delete them, visit www.aboutcookies.org or www.allaboutcookies.org. To opt out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout.

USES MADE OF THE INFORMATION

We use information held about you in the following ways.

Information you give to us. We will use this information:

  • To carry out our obligations arising from any contracts entered into between you and us;
  • To provide you with the information, products and services that you request from us;
  • To notify you about changes to our Site and Services;
  • To ensure that content from our Site and Services is presented in the most effective manner for you and for your computer.
  • To provide you with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired, about unless you have opted not to receive such information;
  • To permit selected third parties to contact you by electronic means only if you have consented to this by ticking the relevant consent box situated on the form on which we collected your data;

Information we collect about you. We will use this information:

  • To administer our Site and Services and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
  • To inform you about scheduled Service downtimes and new features;
  • To improve our Site and Services to ensure that content is presented in the most effective manner for you and your computer;
  • To allow you to participate in interactive features of our service, when you choose to do so;
  • As part of our efforts to keep our Site and Services safe and secure;
  • To measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you;
  • To make suggestions and recommendations to you and other users of our Site or Services about our goods or services that may interest you or them.

Information we receive from other sources. We may combine this information with information you give to us and information we collect about you. We may use this information and the combined information for the purposes set out above (depending on the types of information we receive).

We will not sell or rent your personal data to anyone.

DISCLOSURE OF YOUR INFORMATION

Information we share with third parties. We may share your information with selected third parties including:

  • Any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.
  • Business partners, suppliers and sub-contractors for the performance of any contract we enter into with them or you, such as Google, Zendesk, Facebook, Sage.
  • Advertisers and advertising networks that require the data to select and serve relevant adverts to you and others. We do not disclose information about identifiable individuals to our advertisers, but we may provide them with aggregate information about our users (for example, we may inform them that 250 men aged over 25 have clicked on their advertisement on any given day). We may also use such aggregate information to help advertisers reach the kind of audience they want to target (for example, women living in London). We may make use of the personal data we have collected from you to enable us to comply with our advertisers’ wishes by displaying their advertisement to that target audience.
  • Analytics and search engine providers that assist us in the improvement and optimisation of our Site and Services.
  • Credit reference agencies for the purpose of assessing your credit score where this is a condition of us entering into a contract with you.

Information we disclose to third parties. We may disclose your personal data to third parties:

  • In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
  • If we or a member of our group of companies or substantially all of their assets are acquired by a third party, in which case personal data held by them about their customers will be one of the transferred assets.
  • If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our Terms and Conditions and/or any other agreements; or to protect our rights, property, safety, our customers or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

WHERE WE STORE YOUR PERSONAL DATA

Our Services are global and your information (including personal data) may be stored and processed in any country where we have operations or where we engage service providers, and we may transfer your information to countries outside of your country of residence, which may have data protection rules that are different from those of your country of residence.

The personal data that we collect from you may therefore be transferred to, and stored at, a destination outside the European Economic Area (“EEA“). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers or partners. Such staff or subcontractors may be engaged in, among other things, the fulfilment of your order, the processing of your payment details or the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing outside of the EEA.

We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy. In particular, this means that your personal data will only be transferred to a country that provides an adequate level of protection (for example, where the European Commission has determined that a country provides an adequate level of protection) or where the recipient is bound by standard contractual clauses according to conditions provided by the European Commission (“Standard Contractual Clauses”).

Our Site and Services are accessible via the internet and may potentially be accessed by anyone around the world. Other users may access the Site or Services from outside the EEA. This means that where you chose to post your data on our Site or within the Services, it could be accessed from anywhere around the world and therefore a transfer of your data outside of the EEA may be deemed to have occurred. You consent to such transfer of your data for and by way of this purpose.

PROTECTION OF YOUR INFORMATION

All information you provide to us is stored on our secure servers. Any credit card information or payment transactions will be encrypted using SSL technology. Where we have given you (or where you have chosen) a password which enables you to access certain parts of the Site or Services, you are responsible for keeping this password confidential. We ask you not to share any password with anyone.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we will endeavour to protect your personal data, we cannot guarantee the security of your data transmitted to our Site or the Services. Any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

LINKS TO OTHER WEBSITES

Our Site and Services may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

YOUR RIGHTS

You have the right under Data Protection Law, free of charge, to request:

  • Access to your personal data.
  • Rectification or deletion of your personal data.
  • A restriction on the processing of your personal data.
  • Object to the processing of your personal data.
  • A transfer of your personal data (data portability) in a structured, machine readable and commonly used format.
  • Withdraw your consent to us processing your personal data, at any time.

You can make a request in relation to any of the above rights by contacting us as set out at the end of this Privacy Policy. We will respond to such queries within 30 days and deal with requests we receive from you, in accordance with the provisions of Data Protection Law.

MARKETING COMMUNICATIONS

Please note that where we process your personal data for marketing purposes, if you change your mind about being contacted in the future, you can also “opt out” at any time by clicking the “unsubscribe” link at the bottom of any email. Once you “opt out”, you will no longer receive any marketing emails from us. We will continue to communicate with you regarding your service billing and support via email.

We send push notifications from time to time in order to update you about any service updates, events and promotions we may be running. If you no longer wish to receive these communications, please disable these in the settings on your device.

DATA RETENTION

We retain personal data for as long as necessary for the relevant activity for which it was provided or collected. This will be for as long as we provide access to the Site or Services to you, your account with us remains open or any period set out in any relevant contract you have with us. However, we may keep some data after your account is closed or you cease using the Site or Services for the purposes set out below.

After you have closed your account or ceased using the Site for a period of at least 30 days, we usually delete personal data, however we may retain personal data where reasonably necessary to comply with our legal obligations (including law enforcement requests), meet regulatory requirements, maintain security, prevent fraud and abuse, resolve disputes, enforce our Terms and Conditions, or fulfil your request to “unsubscribe” from further messages from us.

We will retain de-personalised information after your account has been closed.

Please note: After you have closed your account or deleted information from your account, any information you have shared with others will remain visible. We do not control data that other users may have copied from the Site or Services. Your profile may continue to be displayed in the services of others (e.g. search engine results) until they refresh their cache.

COMPLAINTS

If you have any complaints about our use of your personal data please contact us as set out at the end of this Privacy Policy or contact the following data protection supervisory authority:

For individuals located in the EU: your local data protection supervisory authority in the country in which you are located or our lead supervisory authority – insert name, address located in insert country.

For all other individuals: The Information Commissioner’s Office at, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF, England.

AGE OF USERS

This Site and the Services are not intended for and shall not be used by anyone under the age of 16.

CHANGES TO OUR PRIVACY POLICY

Any changes we may make to our Privacy Policy in the future will be posted on this page and, where appropriate, notified to you by email. Please check back frequently to see any updates or changes to our Privacy Policy.

This Privacy Policy was last updated on Novermber 5, 2019 and replaces any other Privacy Policy previously applicable from this date.

CONTACT

Questions, comments and requests regarding this Privacy Policy are welcomed and should be addressed to:

By post: insert address.

By email: insert email.

Terms & Conditions

IT IS AGREED BETWEEN THE PARTIES THAT:

1. Definitions

In this Agreement the following terms shall have the following meanings:

“Authorised Users”

means employees, agents, consultants or independent contractors of the Customer who have been expressly authorised by the Customer to receive a password in order to access the Solution or Services online;

“Bug”

“Agreement”

means an unwanted or unintended property of the Solution that can be reproduced and causes the Solution to malfunction but does not affect the availability of the Solution;

means these Terms and Conditions together with the Schedules and any other documents referred to in them;

means any entities or persons to whom the Customer provides its services;

means 9-5 local Pacific Standard Time time, on each Business Day;

means any and all information in any form whatsoever relating to the Company or the Customer, or the business, prospective business, finances, technical process, computer software (both source code and object code) and IPR of the Company or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession as a result of this Agreement or provision of the Solution or Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information;

means pure economic loss, special loss, losses incurred by any Client or other third party, losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, costs of procuring substitute goods or product(s) or wasted management or staff time;

means Evercast LLC;

“Confidential Information”

means the version of the Solution available to the Customer on the Effective Date or subsequently any new version which replaces it during the Term;

means the customer named in the Order Form;

means the hosting centre where the Solution is hosted becomes unusable, with little chance of a short-term recovery;

means maintenance, upgrades, Updates, repairs to hardware and software related to resolving immediate problems causing instability in the Solution;

Emergency Maintenance

means feedback, innovations or suggestions created by Authorised Users or Clients regarding the attributes, performance or features of the Solution or Services;

means anything outside the reasonable control of a party, including but not limited to acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage (including where the Company ceases to be entitled to access the Internet for whatever reason) transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failure to approve) of any government or government agency;

means the fees set out in the Order Form payable by the Customer during the Term, plus any Other Fees added to this Agreement during the Term;

means the description of the Solution published at https://policy.evercast.us/, section“Evercast Overview“ , as amended from time to time;

means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;

means a malfunction of the Solution which can be reproduced, is not a Bug and whose root cause is found in the hosting service, network, hardware or third party software components;

means any data or content which is defamatory, or constitutes a breach of the IPR or legal rights of any third party;

“Incident”

means the order form set out in Schedule 1 of this Agreement;

means any additional services to be provided to the Customer during the Term of this Agreement set out in any subsequent order form signed by the parties and added to this Agreement after the Effective Date;

means any additional fees payable by the Customer during the Term of this Agreement set out in any order form signed by the parties. The amount of such additional fees shall be calculated on a Time and Materials Basis unless stated otherwise in such order form;

means maintenance, upgrades, Updates, installation of new versions and repairs which are non-critical and not urgent, to hardware and software;

means the Privacy Policy of the Company published at policy.evercast.us, as amended from time to time;

means a modification in the functionality of the Solution which results in a change in the version number set out in the SLA;

means the Order Form, SLA, Functional Description and DPA together;

means the Implementation Services and the hosting, maintenance and support services set out in the SLA plus any Other Services added to this Agreement during the Term;

means the service level agreement published at policy.evercast.us “Service Level Agreement” , as amended from time to time;

means the fee set out in the Order Form payable by the Customer to the Company for the Services and Solution during the Term;

means the software application described in more detail in the Functional Description;

means this Agreement excluding the Schedules;

“Term and Conditions”

means the duration of this Agreement until terminated by either party in accordance with the Terms and Conditions;

means any new or updated applications services or tools (including any software programmes) made available by the Company as part of the Solution or Services during the Term.

“Updates”

“Travel Fees”

means all reasonable costs associated with any travel and subsistence expenses incurred by the Company (or its employees, permitted subcontractors or agents) in performing its obligations under this Agreement (including during the Implementation Period);

Time and Materials Basis”

means the Company’s standard daily consultancy rates set out in the Order Form;

“Term”

“Subscription Fee”

“Solution”

“SLA”

“Services”

“Schedules”

“Release”

“Privacy Policy”

“Planned Maintenance”

“Other Services”

“Other Fees”

“Order Form”

“IPR”

“Illegal Content”

“Functional Description”

“Force Majeure”

“Fees”

“Feedback”

“Effective Date”

“DPA”

“Documentation”

means the effective date set out in the Order Form;

means the data protection agreement published at https://policy.evercast.us, as amended from time to time;

means the training materials and user manuals relating to the use of the Solution or Services, as well as any additional documentation that the Company specifically creates for the Customer or otherwise provides to the Customer to assist in the correction of any issue with the Solution or Services;

“Disaster”

“Customer”

“Customer Data”

means all data imported into the Solution or Services for the purpose of using the Solution and Services or facilitating the Customer’s use of the Solution and Services;

“Current Version”

“Consequential Loss”

“Company”

“Client”

“Business Hours”

“Business Day”

means Monday to Friday excluding any national holiday in the USA;

Services and Solution

  • The Customer engages the Company and the Company agrees to provide the Solution, Services and Documentation to the Customer in accordance with the terms of this Agreement from the Effective Date for the Term.
  • If the Customer wishes to purchase additional Services after the Effective Date, such Services shall be set out in one or more additional Order Forms, which will be signed by both parties and incorporated into this Agreement.

Licence to use the Solution and Services

  • Subject to the Customer’s payment of the Fees, the Customer is granted a non-exclusive, non-transferable licence to permit Authorised Users and Clients to use the Solution and Services (including any associated IPR and Confidential Information of the Company) from the Effective Date for the Term for the Customer’s internal business operations. Such licence permits the Customer to make copies of software or other information necessary for the Customer to receive the Solution and Services via the Internet. Where open source software is used as part of the Services, such software use by the Customer will be subject to the terms of the open source licences. No additional implied rights are granted beyond those specifically mentioned in this clause 3.1.
  • Notwithstanding the Customer’s statutory rights, no right to modify, adapt, or translate the Solution or Services or create derivative works from the Solution or Services is granted to the Customer.
  • Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Solution or Services. Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Solution or Services is prohibited. To the extent that the Customer is granted the right by law to decompile such software in order to obtain information necessary to render the Solution or Services interoperable with other software the Company will provide access to any relevant source code or information provided that the Customer makes a written request identifying the relevant details of the Solution or Services with which operability is sought and the nature of the information needed. The Company has the right to impose reasonable conditions including but not limited to the imposition of a reasonable fee for providing such access and information.
  • Unless otherwise specified in this Agreement, the Solution and Services are provided and may only be used in conjunction with:

3.4.1.    The Customer’s existing systems and applications in order to facilitate the Customer’s transactions with Clients;

3.4.2.    Providing access to the Solution and Services solely to Clients and Authorised Users; and

3.4.3.    Accessing and using the Documentation as necessary to enable use of the Solution and Services.

The Customer may not:

  • Lease, loan, resell, assign, licence, distribute or otherwise permit access to the Solution and Services; or
  • Use the Solution or Services to provide ancillary services related to the Solution or Services; or
  • Permit access to or use of the Solution or Services by or on behalf of any third party;

except as expressly permitted in this Agreement.

The Company reserves the right to electronically monitor the Customer’s use of the Solution and Services.

Intellectual Property Rights

  • All IPR and title to the Solution, Services and Documentation (save to the extent these incorporate any Customer Data, Customer IPR or third party owned item) shall remain with the Company and/or its licensors and subcontractors. No interest or ownership in the Solution, Services, Documentation, IPR or otherwise is transferred to the Customer under this Agreement.
  • The Customer shall retain sole ownership of all rights, title and interest in and to Customer Data and its pre-existing IPR and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants the Company a non-exclusive, licence to use Customer Data, Customer IPR and any third party owned item from the Effective Date for the Term to the extent required for the provision of the Solution and Services.
  • The Customer is not allowed to remove any proprietary marks or copyright notices from the Solution, Documentation or Services.
  • The Customer grants the Company a non-exclusive, non-transferable, revocable licence to display the Customer’s name, logo and trademarks, as designated and/or amended by the Customer from time to time and as required in the creation of correspondence, documentation and website front ends in the provision of the Services.
  • The Customer assigns all rights, title and interest in any Feedback to the Company. If for any reason such assignment is ineffective, the Customer shall grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction.
  • The Company may take and maintain technical precautions to protect the Solution and Services from improper or unauthorised use, distribution or copying.

Term

  • This Agreement shall commence on the Effective Date and continue until either party terminates the Agreement by giving the other at least 90 days notice at any time.

Third Party Providers and Interfaces

  • The Customer acknowledges that use of the Solution and Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Company makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Company. The Company recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Company does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Solution or Services.
  • The Company shall make all reasonable efforts to ensure that any interface or integration to a third party provider, system or software used by the Customer operates correctly. The Customer acknowledges that the successful operation of any interface or integration is dependent upon the technical set up of the third party systems, and the Customer agrees that the Company cannot be held liable for any failures in the operation of the interface or integration. Accordingly, the Company shall have no liability or obligation whatsoever to the Customer in relation to the content on, or use of, or connection with any third party website made available via use of the Solution and Services.
  • If an issue arises with regard to the effective operation of an interface or integration the Company will use all reasonable efforts to resolve the issue at the earliest opportunity.
  • The Customer acknowledges that:
  • It is responsible for ensuring that it has paid and instructed the third party to co-operate with the Company; and
  • The Company has no liability whatsoever to the Customer for any problems with any interface or integration resulting from acts or omissions of the Customer or the third party.

Fees and Invoicing

  • The Company shall invoice the Customer the Fees set out in the Order Form. All invoices shall be issued and paid in the currency stated in the Order Form. All Fees exclude any Tax legally payable on the date of the invoice, which shall be paid by the Customer in addition, where applicable.
  • All Fees shall be invoiced as set out in the Order Form.
  • Travel Fees, incidental costs and other expenses shall be invoiced in addition to the Fees, in arrears, as and when they arise.
  • Fees are as described in any separate Services Agreement with the company.

Payment Terms

  • The Customer shall pay the Company the Fees for the provision of the Solution and Services under this Agreement as set out in the Order Form.
  • Unless stated otherwise in the Order Form, payment of all Fees is due within 30 days of the date of properly rendered, undisputed invoices and shall be without prejudice to any claims or rights which the Customer may have against the Company. If the Customer believes that any invoice is incorrect, it must notify the Company in writing within 30 days of the invoice date.
  • Where payment of any Fee is not received within 14 days of the due payment date, the Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Solution and Services and the Company shall be under no obligation to provide any or all of the Solution or Services while the invoice(s) concerned remains unpaid. The Company shall be entitled to charge interest on overdue Fees at the applicable statutory rate.
  • The Company reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.

Confidential Information

  • Each party may use the Confidential Information of the other only for the purposes of this Agreement. Each party must keep confidential all Confidential Information disclosed to it, except where the recipient of Confidential Information is required to disclose the Confidential Information by law to any regulatory, governmental or other authority with relevant powers to which either party is subject.
  • Each party may disclose the Confidential Information of the other party to those of its employees and agents who need to know the Confidential Information for the purposes of this Agreement, but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in this Agreement.
  • Both parties agree to return (or destroy) all documents, materials or data containing Confidential Information to the disclosing party without delay upon completion of the Services or termination or expiry of this Agreement.
  • The obligations of confidentiality under this Agreement do not extend to information that:
  • Was in the other party’s lawful possession before the negotiations leading to this Agreement; or
  • Is, or after the Effective Date, becomes publicly known other than through any act or omission of the receiving party; or
  • Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
  • Is independently developed by the receiving party, which independent development can be shown by written evidence; or
  • Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  • If either party is required to disclose any Confidential Information pursuant to clause 10.4.5 such party shall, where lawfully permitted to do so:
  • Promptly consult with and take into account any comments from the other party prior to making any disclosure; and
  • Work with the other party to ensure that any exemptions or other legitimate means of preventing disclosure or limiting disclosure are used to the fullest extent possible.
  • The parties acknowledge and agree that without prejudice to the general confidentiality provisions in this clause 10 and without limitation, all information falling within the definition of Confidential Information as set out in clause 1 of this Agreement and any information which is supplied by the disclosing party to the receiving party pursuant to this Agreement or the negotiation thereof is:
  • Confidential Information the disclosure of which by the receiving party would be an actionable breach of confidence; or
  • A trade secret of the disclosing party; and
  • Information, the disclosure of which would be likely to prejudice the commercial interests of the disclosing party or of any other person.

Data Protection

  • Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
  • To the extent that personal data is processed when the Customer or Authorised Users use the Solution and Services, the parties acknowledge that the Company is a data processor and the Customer is a data controller.
  • The parties shall comply with their respective obligations under the terms of the DPA.
  • If a third party alleges infringement of its data protection rights, the Company shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
  • Where the Company collects and processes personal data of the Customer, as a data controller, when providing the Solution and Services to the Customer, such collection and processing shall be in accordance with the Privacy Policy.

Representations and Warranties

  • Each party warrants and represents that:
  • It has full corporate power and authority to enter into this Agreement and to perform the obligations required hereunder;
  • The execution and performance of its obligations under this Agreement does not violate or conflict with the terms of any other agreement to which it is a party and is in accordance with any applicable laws; and
  • It shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement.
  • The Company warrants to the Customer that it has the right to licence the Solution and Services.
  • The Company warrants and represents that the Services shall be performed with reasonable skill and care and in a professional manner in accordance with good industry practice and that the Services will be provided in accordance with the SLA.
  • The Company warrants to the Customer that the Solution will operate to provide in all material respects the facilities and functions implemented by the Company as set out in the Functional Description. If there is a breach of this warranty, the Company shall use reasonable commercial endeavours, to correct any material defect or to replace the defective Solution. Notwithstanding the aforesaid, the Company shall only be obliged to remedy any material defect if:
  • The Customer notifies the Company in writing immediately upon discovering the defect; and
  • Following the Company’s examination of the Solution, it is established that such a defect exists.
  • The warranties in clauses 12.2 to 12.4 inclusive shall not cover deficiencies or damages relating to:
  • Any third party components not provided by the Company; or
  • Any third party provided connectivity necessary for the provision or use of the Solution and Services; or
  • Compliance with third party software or products, non-Company programmes or data used in combination with the Solution or Services except as set out in the Implementation Plan; or
  • A failure of the Solution to conform with the Functional Description caused by the use or operation of the Solution by the Customer with an application or in an environment other than that set out in the Implementation Plan; or
  • Modifications made to the Solution not carried out by the Company.
  • No warranty is made regarding the results the Customer can achieve from using the Solution and Services or that the Solution and Services will operate uninterrupted or error free.
  • The Customer warrants that it rightfully owns the necessary user rights, copyrights and ancillary copyrights and permits required for it to fulfil its obligations under this Agreement.
  • The Customer warrants and represents that it and the Authorised Users shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Solution and Services granted under this Agreement is limited as set out under this Agreement. In particular the Customer and Authorised Users shall treat any identification, password or username or other security device for use of the Solution and Services with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to the Company in writing. The Customer shall be liable for any breach of this Agreement by an Authorised User or Client.
  • The Customer warrants and represents that it shall ensure that its network and systems comply with the relevant specification provided by the Company from time to time and that it is solely responsible for procuring and maintaining its network connections and telecommunications links from the Customer’s systems to the Company’s data centres and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the Internet.
  • All third party content or information provided by the Company via the Solution or Services, for example prices is provided “as is”. The Company provides no warranties in relation to such content or information and shall have no liability whatsoever to the Customer for its use or reliance upon such content or information.
  • Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) are excluded to the fullest extent permitted by law.

Liability

  • Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by their negligent act or omission or wilful misconduct of the Company in connection with the provision of the Solution or Services.
  • Neither party shall be liable for any Consequential Loss arising out of or related to this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, even if the party was advised of the possibility of such damages.
  • Neither party shall be liable for any loss of profits (whether categorised as direct or indirect) arising out of or related to this Agreement, whether based on contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, even if a party was advised of the possibility of such damages.
  • Subject to clauses 13.1 to 13.3 inclusive the total liability of the Company to the Customer in aggregate (whether in contract, tort or otherwise) for any and all claims relating to or arising under this Agreement or based upon any claim for indemnity or contribution shall be limited to the total Fees (excluding all taxes) paid by the Customer to the Company during the 12 month period prior to the date on which any such claim arose. If the duration of the Agreement has been less than 12 months, such shorter period shall apply.
  • The Customer shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Authorised Users or Clients who access the Services and Solutions as if such acts, omissions or negligence had been committed by the Customer itself.
  • The Customer shall not raise any claim under this Agreement more than 1 year after:
  • The discovery of the circumstances giving rise to a claim; or
  • The effective date of termination or expiry of this Agreement.
  • The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.

Indemnities

  • The Company shall at its own expense, defend or at its own option settle any claim brought against the Customer by a third party on the basis of an infringement of any IPR by the Solution or Services (excluding any claim deriving from any Customer provided item) and pay any final judgment entered against the Customer on such issue or any settlement thereof, provided that:
  • The Customer notifies the Company promptly of each such claim;
  • The Company is given sole control of the defence and/or settlement; and
  • The Customer fully co-operates and provides all reasonable assistance to the Company in the defence or settlement.
  • If all or part of the Solution or Services becomes, or in the opinion of the Company may become, the subject of a claim or suit of infringement, the Company shall at its own expense and sole discretion:
  • Procure for the Customer the right to continue to use the Solution or Service or the affected part thereof;
  • Replace the Solution or Service or affected part with another suitable non-infringing service or software;
  • Modify the Solution or Services or affected part to make the same non-infringing.
  • The Company shall have no obligations under clauses 14.1 and 14.2 above to the extent that a claim is based on:
  • A modification of the Solution or Services by anyone other than the Company;
  • The combination, operation or use of the Solution or Services with other services or software not provided by the Company if such infringement would have been avoided in the absence of such combination, operation or use; or
  • The use of the Solution or Services in any manner inconsistent with this Agreement; or
  • The negligence or wilful misconduct of the Customer.
  • Clauses 14.1 to 14.3 state the Customer’s sole and exclusive rights and remedies and the Company’s entire obligations and liability for any claims made under these clauses.
  • The Customer shall defend, indemnify and hold the Company and its employees, sub-contractors or agents harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from:
  • Any claimed infringement or breach by the Customer, an Authorised User or a Client of any IPR with respect to use of the Solution or Services outside of the scope of this Agreement; or
  • Use by the Company of any Customer Data or Customer, Authorised User or Client provided item, in particular storage or publication on the Internet of any Illegal Content; or
  • Any access to or use of the Solution or Services by an Authorised User, a Client or a third party;
  • Breaches of data protection law or regulations or the terms of the DPA by the Customer, an Authorised User or a Client; and
  • Any breach of the terms of this Agreement by an Authorised User or a Client;

and the Company shall be entitled to take reasonable measures in order to prevent Illegal Content from being published on the Internet or breaches of third-party rights from continuing.

  • Subject to clauses 14.1 to 14.5 inclusive, each party (“the first party”) indemnifies and undertakes to keep indemnified the other party, its officers, servants and agents (“the second party”) against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceedings or demand that may be brought, made or prosecuted against the second party under any indemnity contained in clause 14. Such indemnity extends to and includes all costs, damages and expenses (including legal fees and expenses) reasonably incurred by the second party in defending any such action, proceeding claim or demands.

Termination

  • The Company may terminate this Agreement or the provision of any Services with immediate effect if:
  • The Customer has used or permitted use of the Solution and Services other than in accordance with this Agreement; or
  • The Company is prohibited under applicable law, or otherwise from providing the Solution or Services.
  • Either party may terminate this Agreement immediately, with cause, if the other party:
  • Ceases or threatens to cease or carry on business; or
  • Is unable to pay its debts or enters into compulsory insolvency or voluntary liquidation; or
  • Convenes a meeting of its creditors or has a receiver, manager or similar official appointed in respect of its assets; or
  • Has an administrator, receiver, manager or similar official appointed; or
  • Is affected by a similar event under the law of any other jurisdiction; or
  • A Force Majeure event lasts for more than 28 days.
  • Either party may terminate this Agreement for material breach of any term by giving the breaching party written notice. However, where the breach is capable of remedy, provided that the breach is specified and remedy of the breach is requested, the notice shall only be effective if the breaching party fails to remedy the breach within 10 days of receipt of the notice.
  • Termination of this Agreement for any reason shall not affect the accrued rights of the parties arising under this Agreement and in particular without limitation the right to recover damages against the other. Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties. All clauses which by their nature should continue after termination shall, for the avoidance of doubt, survive the expiration or sooner termination of this Agreement and shall remain in force and effect.
  • Upon termination of this Agreement:
  • The Customer shall promptly pay the Company all unpaid Fees and all licences granted under the Agreement shall terminate on the effective date of termination.
  • The Company shall cease providing the Solution and Services to the Customer;
  • At the option of the Customer, the Company shall following receipt of a request from the Customer delete (in accordance with the terms of the DPA) or return all Customer Data stored in the Company’s database in its then current format, free of charge, provided that such request is made within 30 days of termination. If the Customer requires any Customer Data to be returned in a different format the Company reserves the right to charge for this additional service on a Time and Materials Basis; and
  • Provided that this Agreement has not been terminated due to the Customer’s breach, the Company will provide reasonable assistance and information to enable Customer Data to be transitioned to a new platform. Such assistance will be charged for on a Time and Materials Basis.

Security

  • The Company shall permit the Customer to specify which Authorised Users or Clients may access the Services and Solution through its standard application security options.
  • The Customer, Authorised Users and Clients must ensure that each password is only used by the user to which it has been assigned. The Customer is responsible for any and all activities that occur under the Customer’s account and via the Customer’s passwords. The Customer will immediately notify the Company if the Customer becomes aware of any unauthorised use of the Customer’s account, the Customer’s passwords or breach of security known to the Customer. The Company shall have no liability for any loss or damage arising from the Customer’s failure to comply with these requirements.
  • The Company may suspend access to the Solution and Services, or portion thereof, at any time, if in the Company’s sole reasonable discretion, the integrity or security of the Services or Solution is in danger of being compromised by acts of the Customer, Authorised Users or Clients. The Company shall give the Customer prior written notice, before suspending access to the Services and Solution, giving specific details of its reasons.

Assignment

No party may assign or transfer its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however the Company shall be entitled to assign the Agreement to:

  • Any company in the Company’s group of companies; or
  • Any entity that purchases the shares or assets of the Company as the result of a merger, takeover or similar event.

Relationship between the Parties

  • The Company and the Customer are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.

Contacts

  • The Customer shall provide a designated application support contact who will be responsible for and have sufficient information to respond to support questions.
  • The Customer shall provide a designated billing contact with all relevant contact information to respond to billing and payment questions regarding the Services.

Miscellaneous

  • Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
  • This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
  • Amendments to, this Agreement, shall be in writing and shall be deemed to have been duly given if sent by registered post to a party at the address given for that party in this Agreement. Notwithstanding the aforesaid, the Company may change or modify the terms of this Agreement upon giving the Customer 30 days notice via email. All changes shall be deemed to have been accepted by the Customer unless the Customer terminates the Agreement prior to the expiry of such 30 day period.
  • Except with respect to the Customer’s obligation to pay the Fees, if a party is wholly or partially unable to comply with its obligations under this Agreement due to Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under the Agreement.
  • In the event of any inconsistency between the content of the Terms and Conditions, the Order Form, the SLA and the Functional Description, the Order Form shall prevail followed by the Terms and Conditions, the SLA and then the Functional Description. If after the Effective Date any subsequent order form is signed by the parties and added to this Agreement during the Term and there is a conflict between the terms of such subsequent order form, its attachments and the Terms and Conditions, the last signed order form shall prevail over the terms of any previous order form and its attachments, unless specifically stated otherwise in the subsequent order form.
  • Neither party shall make any public statement, press release or other announcement relating to the terms or existence of this Agreement, or the business relationship of the parties, without the prior written consent of the other party. Notwithstanding the aforesaid the Company may use the Customer’s name and trademarks (logo only) to list the Customer as a client of the Company on its website and in other marketing materials and information.

Dispute Resolution

  • The parties will use their respective reasonable efforts to negotiate in good faith and settle any dispute that may arise out of or in relation to this Agreement and any breach of it.
  • If any such dispute cannot be settled amicably through ordinary negotiations of the sales directors of each party, the dispute shall be escalated in writing to the chief technology officer of the Company and the chief financial officer of the Customer who shall in good faith try and resolve the dispute. If the dispute or difference is not resolved within 14 days of the dispute being escalated the parties shall then be entitled to pursue their claim in accordance with clause 22 below.

Governing Law and Jurisdiction

  • This Agreement shall be governed by the laws of United States of America and the State of Arizona. Courts in this venue shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.
Evercast Overview

Evercast is a media collaboration platform which combines video conferencing and high quality live streaming so creative teams can work together on content development in real time from anywhere in the world.

Feedback from project stakeholders is extremely important when it comes to meeting release dates and the overall quality of the final product. Instead of waiting for file reviews or in person feedback, Evercast’s ultra low latency (200-300 milliseconds), HD live stream enables creative teams to instantly give feedback and work together.

Evercast can stream anything. Avid, Premiere, Divnici, Pro tools, After effects, live shot cameras…literally anything. This is all accomplished without the need for specialized hardware. Only a computer is required.

Evercast enables you to draw, point, circle, and type on the screen for everyone in the virtual room to see.

New use cases for Evercast keep appearing. Primarily, the platform has been used for:

  • Remote directors and producers working with editors in real time
  • Dailies review, editing & recuts
  • Assembly of footage
  • Animations and motion graphics
  • Music
  • VFX reviews and approval
  • Music and sound production
  • Sound spotting
  • Shot camera live streaming
  • research & project planning
  • Scriptwriting
  • Production Design
  • Casting
  • Wardrobe
  • Location Scouting

Data Processing Agreeement (DPA)

DATA PROCESSING AGREEMENT
This DPA is entered into between the Controller and the Processor and is incorporated into and governed by the terms of the Agreement.

1. Definitions
Any capitalised term not defined in this DPA shall have the meaning given to it in the Agreement.
“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control of a party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of a party;
“Agreement” means the agreement between the Controller and the Processor for the provision of the Solution and Services;
“Controller” means the Customer;
“Data Protection Law” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area, their member states and the United Kingdom any amendments, replacements or renewals thereof, applicable to the processing of Personal Data, including where applicable the Data Protection Act 2018, the GDPR and any applicable national implementing laws, regulations and secondary legislation relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426);
“Data Subject” shall have the same meaning as in Data Protection Law;
“DPA” means this data processing agreement together with Exhibits A, B and C;
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016;
“Personal Data” shall have the same meaning as in Data Protection Law;
“Processor” means the Company;
“Security Policy”
means the Processor’s security policy document as updated from time to time, and accessible via https://policy.evercast.us/ or otherwise made reasonably available by the Processor/as set out in Exhibit B of this DPA;
“Standard Contractual Clauses” means the EU model clauses for Personal Data transfer from controllers to processors c2010-593 – Decision 2010/87EU, set out in Exhibit C of this DPA;
“Sub-Processor” means any person or entity engaged by the Processor or its Affiliate to process Personal Data in the provision of the Solution and Services to the Controller.

2. Purpose
2.1 The Processor has agreed to provide the Solution and Services to the Controller in accordance with the terms of the Agreement. In providing the Solution and Services, the Processor shall process Customer Data on behalf of the Controller. Customer Data may include Personal Data. The Processor will process and protect such Personal Data in accordance with the terms of this DPA.
3. Scope
3.1 In providing the Solution and Services to the Controller pursuant to the terms of the Agreement, the Processor shall process Personal Data only to the extent necessary to provide the Solution and Services in accordance with the terms of the Agreement, this DPA and the Controller’s instructions documented in the Agreement and this DPA, as may be updated from time to time.
3.2 The Controller and Processor shall take steps to ensure that any natural person acting under the authority of the Controller or the Processor who has access to Personal Data does not process them except on the instructions from the Controller unless he or she is required to do so by any Data Protection Law.
4. Processor Obligations
4.1 The Processor may collect, process or use Personal Data only within the scope of this DPA.
4.2 The Processor confirms that it shall process Personal Data on behalf of the Controller and shall take steps to ensure that any person acting under the authority of the Processor who has access to Personal Data shall only process the Personal Data on the documented instructions of the Controller.
4.3 The Processor shall promptly inform the Controller, if in the Processor’s opinion, any of the instructions regarding the processing of Personal Data provided by the Controller, breaches any Data Protection Law.
4.4 The Processor shall ensure that all employees, agents, officers and contractors involved in the handling of Personal Data: (i) are aware of the confidential nature of the Personal Data and are contractually bound to keep the Personal Data confidential; (ii) have received appropriate training on their responsibilities as a data processor; and (iii) are bound by the terms of this DPA.
4.5 The Processor shall implement appropriate technical and organisational procedures to protect Personal Data, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
4.6 The Processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: (i) the pseudonymisation and encryption of Personal Data; (ii) the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In accessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
4.7 The technical and organisational measures detailed in Exhibit B shall at all times be adhered to as a minimum security standard. The Controller accepts and agrees that the technical and organisational measures are subject to development and review and that the Processor may use alternative suitable measures to those detailed in the attachments to this DPA, provided such measures are at least equivalent to the technical and organisational measures set out in Exhibit B and appropriate pursuant to the Processor’s obligations in clauses 4.5 and 4.6 above.
4.8 The Controller acknowledges and agrees that, in the course of providing the Solution and Services to the Controller, it may be necessary for the Processor to access the Personal Data to respond to any technical problems or Controller queries and to ensure the proper working of the Solution and Services. All such access by the Processor will be limited to those purposes.
4.9 Where Personal Data relating to an EU Data Subject is transferred outside of the EEA it shall be processed in accordance with the provisions of the Standard Contractual Clauses, unless the processing takes place: (i) in a third country or territory recognised by the EU Commission to have an adequate level of protection; or (ii) by an organisation located in a country which has other legally recognised appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.
4.10 Taking into account the nature of the processing and the information available to the Processor, the Processor shall assist the Controller by having in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subject’s rights and the Controller’s compliance with the Controller’s data protection obligations in respect of the processing of Personal Data.
5. Controller Obligations
5.1 The Controller represents and warrants that it shall comply with this DPA and its obligations under Data Protection Law.
5.2 The Controller represents and warrants that it has obtained any and all necessary permissions and authorisations necessary to permit the Processor, its Affiliates and Sub-Processors, to execute their rights or perform their obligations under this DPA.
5.3 All Affiliates of the Controller who use the Solution or Services shall comply with the obligations of the Controller set out in this DPA.
5.4 The Controller is responsible for compliance with Data Protection Law, including requirements with regards to the transfer of Personal Data under this DPA and the Agreement.
5.5 The Controller shall implement appropriate technical and organisational procedures to protect Personal Data, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The Controller shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: (i) the pseudonymisation and encryption of Personal Data; (ii) the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In accessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
5.6 The Controller may require correction, deletion, blocking and/or making available the Personal Data during or after termination of the Agreement. The Processor will process the request to the extent it is lawful and will reasonably fulfil such request in accordance with its standard operational procedures to the extent possible.
5.7 The Controller acknowledges and agrees that some instructions from the Controller, including destruction or return of data, the Processor assisting with audits, inspections, DPIAs or providing any assistance under this DPA, may result in additional fees. The Processor shall be entitled to charge the Controller for its costs and expenses in providing any such assistance.
6. Sub-Processors
6.1 The Controller acknowledges and agrees that: (i) Affiliates of the Processor may be used as Sub-processors; and (ii) the Processor and its Affiliates respectively may engage Sub-processors in connection with the provision of the Solution and Services.
6.2 All Sub-processors who process Personal Data in the provision of the Solution and Services to the Controller shall comply with the obligations of the Processor set out in this DPA.
6.3 The Controller authorises the Processor to use the Sub-Processors already engaged by the Processor as at the date of the Agreement and the Processor shall make available to the Controller a list of Sub-processors (if any) at https://policy.evercast.us/ authorised to process the Personal Data which shall include the identities of Sub-processors and their country of location. During the term of this DPA, the Processor shall provide the Controller with prior notification, via email, of any changes to the list of Sub-processor(s) before authorising any new or replacement Sub-processor(s) to process Personal Data.
6.4 The Controller may object to the use of a new or replacement Sub-processor, by notifying the Processor promptly in writing within ten (10) Business Days after receipt of the Processor’s notice. If the Controller objects to a new or replacement Sub-processor, the Controller may terminate the Agreement with respect to those Solution and Services which cannot be provided by the Processor without the use of the new or replacement Sub-processor. The Processor will refund the Controller any prepaid fees covering the remainder of the Term of the Agreement following the effective date of termination with respect to such terminated Solution or Services.
6.5 All Sub-Processors who process Personal Data shall comply with the obligations of the Processor set out in this DPA. The Processor shall: (i) prior to the relevant Sub-Processor carrying out any processing activities in respect of the Personal Data; (ii) appoint each Sub-Processor under a written contract containing materially the same obligations to those of the Processor in this DPA enforceable by the Processor; and (iii) ensure each such Sub-Processor complies with all such obligations.
6.6 The Controller agrees that the Sub-Processors may transfer Personal Data for the purpose of providing the Solution and Services to the Controller in accordance with the Agreement to countries outside the European Economic Area (EEA). The Processor confirms that such Sub-processors: (i) are located in a third country or territory recognised by the EU Commission to have an adequate level of protection; or (ii) have entered into Standard Contractual Clauses with the Processor; or (iii) have other legally recognised appropriate safeguards in place, such as the EU-US Privacy Shield or Binding Corporate Rules.
7. Audit
7.1 The Processor shall make available to the Controller all information reasonably necessary to demonstrate compliance with its processing obligations and allow for and contribute to audits and inspections.
7.2 Any audit conducted under this DPA shall consist of examination of the most recent reports, certificates and/or extracts prepared by an independent auditor bound by confidentiality provisions similar to those set out in the Agreement. In the event that provision of the same is not deemed sufficient in the reasonable opinion of the Controller, the Controller may conduct a more extensive audit which will be: (i) at the Controller’s expense; (ii) limited in scope to matters specific to the Controller and agreed in advance; (iii) carried out during UK business hours and upon reasonable notice which shall be not less than 4 weeks unless an identifiable material issue has arisen; and (iv) conducted in a way which does not interfere with the Processor’s day-to-day business.
7.3 This clause shall not modify or limit the rights of audit of the Controller, instead it is intended to clarify the procedures in respect of any audit undertaken pursuant thereto.
8. Data Breach
8.1 The Processor shall notify the Controller without undue delay after becoming aware of (and in any event within 72 hours of discovering) any accidental or unlawful destruction, loss, alteration or unauthorised disclosure or access to any Personal Data (“Data Breach”).
8.2 The Processor will take all commercially reasonable measures to secure the Personal Data, to limit the effects of any Data Breach, and to assist the Controller in meeting the Controller’s obligations under applicable law.
9. Compliance, Cooperation and Response
9.1 In the event that the Processor receives a request from a Data Subject in relation to Personal Data, the Processor will refer the Data Subject to the Controller unless otherwise prohibited by law. The Controller shall reimburse the Processor for all costs incurred resulting from providing reasonable assistance in dealing with a Data Subject request. In the event that the Processor is legally required to respond to the Data Subject, the Controller will fully cooperate with the Processor as applicable.
9.2 The Processor will notify the Controller promptly of any request or complaint regarding the processing of Personal Data, which adversely impacts the Controller, unless such notification is not permitted under applicable law or a relevant court order.
9.3 The Processor may make copies of and/or retain Personal Data in compliance with any legal or regulatory requirement including, but not limited to, retention requirements.
9.4 The Processor shall reasonably assist the Controller in meeting its obligation to carry out data protection impact assessments (DPIAs), taking into account the nature of the processing and the information available to the Processor.
9.5 The Controller shall notify the Processor within a reasonable time, of any changes to applicable data protection laws, codes or regulations which may affect the contractual duties of the Processor. The Processor shall respond within a reasonable timeframe in respect of any changes that need to be made to the terms of this DPA or to the technical and organisational measures to maintain compliance. If the parties agree that amendments are required, but the Processor is unable to accommodate the necessary changes, the Controller may terminate the part or parts of the Solution and Services which give rise to the non-compliance. To the extent that other parts of the Solution and Services provided are not affected by such changes, the provision of those Solution and Services shall remain unaffected.
9.6 The Controller and the Processor and, where applicable, their representatives, shall cooperate, on request, with a supervisory data protection authority in the performance of their respective obligations under this DPA and Data Protection Law.
10. Liability
10.1 The limitations on liability set out in the Agreement apply to all claims made pursuant to any breach of the terms of this DPA.
10.2 The parties agree that the Processor shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Sub-processors to the same extent the Processor would be liable if performing the services of each Sub-processor directly under the terms of the DPA, subject to any limitations on liability set out in the terms of the Agreement.
10.3 The parties agree that the Controller shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Affiliates as if such acts, omissions or negligence had been committed by the Controller itself.
10.4 The Controller shall not be entitled to recover more than once in respect of the same loss.
11. Term and Termination
11.1 The Processor will only process Personal Data for the term of the DPA. The term of this DPA shall coincide with the commencement of the Agreement and this DPA shall terminate automatically together with termination or expiry of the Agreement.
11.2 The Processor shall at the choice of the Controller, upon receipt of a written request received within 30 days of the end of the provision of the Solution and Services, delete or return Personal Data to the Controller. The Processor shall in any event delete all copies of Personal Data in its systems within 60 days of the effective date of termination of the Agreement unless: (i) applicable law or regulations require storage of the Personal Data after termination; or (ii) partial Personal Data of the Customer is stored in backups, then such Personal Data shall be deleted from backups up to 1 year after the effective date of termination of the Agreement.
12. General
12.1 This DPA sets out the entire understanding of the parties with regards to the subject matter herein.
12.2 Should a provision of this DPA be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
12.3 Subject to any provision of the Standard Contractual Clauses to the contrary, this DPA shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under this DPA.
12.4 The parties agree that this DPA is incorporated into and governed by the terms of the Agreement.

Exhibit A
Overview of data processing activities to be performed by the Processor

1. Controller
The Controller transfers Personal Data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.

The Controller is the Customer.

2. Processor
The Processor received data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.

The Processor is the Company.

3. Data Subjects
The Personal Data transferred includes but is not limited to the following categories of Data Subjects:
• Employees, freelancers and contractors of the Controller.
• Authorised Users, Affiliates and other participants from time to time to whom the Controller has granted the right to access the Solution and Services in accordance with the terms of the Agreement.
• Ad-Hoc users, users who have been invited as temporary, guest, or invited participants to the Services.
• Clients of the Controller and individuals with whom those end users communicate with by email and/or other messaging media.
• Employees of clients of the Controller.
• Suppliers and service providers of the Controller.
• Other individuals to the extent identifiable in the content of emails or their attachments or in archiving content.

4. Categories of Data
The Personal Data transferred includes but is not limited to the following categories of data:
• Personal details, names, user names, passwords, email addresses of Authorised Users.
• Personal Data derived from the Authorised Users use of the Solution and Services such as records and business intelligence information.
• Personal Data within email and messaging content which identifies or may reasonably be used to identify, data subjects.
• Meta data including sent, to, from, date, time, subject, which may include Personal Data.
• Video, image and sounds recordings containing personal conversations.
• Financial data.
• Consumption habits.
• Data concerning education and profession.
• File attachments that may contain Personal Data.
• Survey, feedback and assessment messages.
• Information offered by users as part of support enquiries.
• Other data added by the Controller from time to time.

5. Special categories of Data
Personal Data transferred includes but is not limited to the following special categories of data:
• Video recordings which can be used to identify authorized users of the system.
• Video stills which can be used to identify authorized users of the system.
• Visual biometric profiles for authorized users of the system.

6. Processing operations
The Personal Data transferred will be subject to the following basic processing activities:
• Personal Data will be processed to the extent necessary to provide the Solution and Services in accordance with both the Agreement and the Controller’s instructions. The Processor processes Personal Data only on behalf of the Controller.
• Processing operations include but are not limited to: management of user recordings, verification of email addresses, verification of contact information, monitoring of user connections, tracking user access, extracting metadata from video recordings, extracting attendee lists from video recordings, transcribing video recordings, archiving video recordings, extracting biometric (identification) data from video images. These operations relate to all aspects of Personal Data processed.
• Processing operations additionally include but are not limited to: management of employees and intermediaries, monitoring of the workplace, client management, appraisals, performance reviews, feedback, objectives and personal development tracking, making comments and updates on these, management of lists of employees, intermediaries and other users, providing support to user and other HR functions. These operations relate to all aspects of Personal Data processed.
• Technical support, issue diagnosis and error correction to ensure the efficient and proper running of the systems and to identify, analyse and resolve technical issues both generally in the provision of the Solution and Services and specifically in answer to a Controller query. This operation may relate to all aspects of Personal Data processed but will be limited to metadata where possible.
• Virus, anti-spam and Malware checking in accordance with the Solution and Services provided. This operation relates to all aspects of Personal Data processed.
• URL scanning for the purposes of the provision of targeted threat protection and similar service which may be provided under the Agreement. This operation relates to attachments and links in emails and will relates to any Personal Data within those attachments or links which could include all categories of Personal Data.

Exhibit B
Technical and Organisational Security Measures

The Processor is routinely certified through e security audit proceses and in particular has been approved for use by the majority of the major studios. The Processor will continue to maintain these audit standards and/or other substantially similar or equivalent standards for the term of the Agreement.
The Processor utilises third party data centres. Our primary cloud provider (Amazon AWS) is ISO 27001 and PCI DSS certified. AWS has many other certifications, as well, which can be read about here: https://aws.amazon.com/compliance/programs/ The Processor will not utilise third party data centres that do not maintain the aforementioned certifications and/or attestations, or other substantially similar or equivalent certifications and/or attestations.
Upon the Controller’s written request (no more than once in any 3 month period), the Processor shall provide within a reasonable time, a copy of the most recently completed certification and/or attestation reports (to the extent that to do so does not prejudice the overall security of the Solution and Services). Any audit report submitted to the Controller shall be treated as Confidential Information and subject to the confidentiality provisions of the Agreement between the parties.
The Processor’s Security Overview can be found at https://policy.evercast.us/, under “Technical Application and Security Measures“
The security overview provides an overview of the technical and organisational security measures implemented. It should be noted however that, in some circumstances, in order to protect the integrity of the security measures and in the context of data security, detailed descriptions may not be available, however additional information regarding technical and organisational measures may be found in the Security Policy. It’s acknowledged and agreed that the Security Policy and the technical and organisational measures described therein will be updated and amended from time to time, at the sole discretion of the Processor. Notwithstanding the foregoing, the technical and organisational measures will not fall short of those measures described in the Security Policy in any material, detrimental way.

Exhibit C
Commission Decision C(2010)593
Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection
the Controller, (the data “exporter”)
and
the Processor, (the data “importer”)
each a “party”; together “the parties”,
HAVE AGREED on the following Standard Contractual Clauses (the “Standard Contractual Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Exhibit A of the DPA.

Clause 1
Definitions
For the purposes of the Standard Contractual Clauses all terms used in capitals shall have the meaning given to them in the DPA unless defined otherwise below:
(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data ;
(b) ‘the data exporter’ means the controller who transfers the personal data;
(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Standard Contractual Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Standard Contractual Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Exhibit A of the DPA which forms an integral part of the Standard Contractual Clauses.
Clause 3
Third-party beneficiary clause
1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Standard Contractual Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Clause 4
Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Standard Contractual Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in the Security Policy;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Standard Contractual Clauses, with the exception of the Security Policy, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Standard Contractual Clauses, unless the Standard Contractual Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Standard Contractual Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Clause 5
Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Standard Contractual Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Standard Contractual Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in the Security Policy before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Standard Contractual Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Standard Contractual Clauses, or any existing contract for subprocessing, unless the Standard Contractual Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of the Security Policy which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Standard Contractual Clauses to the data exporter.
Clause 6
Liability
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Standard Contractual Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Standard Contractual Clauses.
Clause 7
Mediation and jurisdiction
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Standard Contractual Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8
Cooperation with supervisory authorities
1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
Clause 9
Governing Law
The Standard Contractual Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10
Variation of the contract
The parties undertake not to vary or modify the Standard Contractual Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Standard Contractual Clauses.
Clause 11
Subprocessing
1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Standard Contractual Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Standard Contractual Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Standard Contractual Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Standard Contractual Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Standard Contractual Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
Clause 12
Obligation after the termination of personal data processing services
1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
Clause 13
Miscellaneous
1. These Standard Contractual Clauses take priority over any other agreement between the parties, whether entered into before or after the date these Standard Contractual Clauses are entered into.
2. Unless the Standard Contractual Clauses are expressly referred to and expressly amended, the parties do not intend that any other agreement entered into by the parties, before or after the date the Standard Contractual Clauses are entered into, will amend the terms or the effects of the Standard Contractual Clauses, or limit any liability under the Standard Contractual Clauses, and no term of any such other agreement should be read or interpreted as having that effect.
3. The parties intend that these Standard Contractual Clauses should only become effective if Art 44 of the GDPR applies to a transfer of personal data from the EEA to the UK, because the UK has left the European Union, and the transfer is not permitted under Art 45 of the GDPR.
4. On that basis, the Standard Contractual Clauses will become effective on:
(a) the first date Article 44 GDPR applies to a transfer of personal data from the EEA to the UK, and that transfer is not permitted under Article 45 GDPR; or
(b) the date the parties enter into the DPA, if later.
5. In this clause, ‘a transfer of personal data’ has the same meaning as in Article 44 of the GDPR.

Service-Level Agreement (SLA)

SERVICE LEVEL AGREEMENT

DEFINITIONS

All terms defined in this SLA shall have the meaning set out in the Terms and Conditions, unless defined otherwise in this SLA.

  1. HOSTING SERVICES

Hosting services shall include hosting of the Solution together with related components and Customer owned content as set out below.

1.1           Availability

The Company will use commercially reasonable measures in terms of redundancy, monitoring and platform management to make the Solution available via the Internet 24 hours a day 7 days a week.

  1. SECURITY

The infrastructure and security provided by the Company and the data centres it uses to provide the Solution is set out in detail in the DPA.

  1. SUPPORT SERVICES

Support services shall include maintenance of the Solution and Customer platform including corrective maintenance and enhancements and a customer support service for the Solution and Customer platform as set out below.

3.1           Scope of Support Services

Maintenance and support services shall not be provided for issues arising from: (i) modifications, alteration or configuration of any part of the Solution by the Customer or a third party that has not been authorised in writing by the Company; and/or (ii) technology or IPR that has not been provided by the Company pursuant to the terms of the Agreement.

3.2           Problem Notification

The Company provides support services from a US support centre which is available to named support users. Support services are provided in English.

Problems may be reported to the support centre by email, telephone or via the Internet, using the help desk tool.

3.3           Problem Acknowledgement

Upon receipt of a problem notification the Company shall respond to the Customer, within the time frame set out in clause 4.2 of this SLA as applicable, based on the severity and type of problem. Such response shall specify the severity level and type of problem.

3.4           Support Hours

The Company offers support for the Solution during Business Hours on Business Days in English.

  1. PROBLEM RESOLUTION

Problems with the Solution will be dealt with in accordance with their level of severity. The time frame in which problems will be resolved will depend upon whether they are classified as a bug or incident as set out below.

4.1           Problem Severity Classification

A problem is classified as medium if a key feature or service is unavailable and the availability of the Solution is not affected.

Severity

A problem is classified as low if there is any other problem that does not fall into another severity category.

Low

Medium

A problem is classified as high if the Solution is not available, or the Customer or Authorised Users cannot log in or if there appear to be serious performance or access problems.

High

Description

4.2           Response and Target Resolution Times

Severity

Next Release

7 Business Days

Permanent

Permanent work around

High

Within 1 Business Day

1 Business Day

Low

Next Release

3 Business Days

3 Business Hours

Within 4 Business Hours

Medium

3 Business Hours

4 Business Hours

1 Business Hour

Within 1 Business Hour

Temporary work around

Target Resolution Time
for Bugs

Target Resolution Time
for Incidents

Response Time

5. MAINTENANCE SERVICES

5.1           Releases

Releases will contain new or amended features. There may be some need for configuration and additional user training in order to obtain the maximum benefit of the new features. Releases do not significantly impact the existing technical setup of the Customer or training materials. Releases are numbered as follows: 3.1, 3.2, 3.3, etc.

The Company reserves the right to vary the frequency of Releases.

All releases are penetration tested by an external third party provider according to our periodic testing schedule.

5.2           Patches

Patches provide bug fixes, performance and SLA improvement. Such features and functionality do not impact the current configuration of the Customer, nor require additional training.

There are 2 categories of patches:

Normal Patches which include fixes on medium or low severity bugs, as well as a combination of change requests and small features. These patches are deployed weekly during the maintenance window.

Emergency Patches include fixes on issues that are qualified as urgent by the Company, or relate to high severity bugs, security threats, performance, or availability. Emergency patches are deployed as and when necessary.

Patches are deployed as required for all Customers of a given release. Deployment usually takes place during low system traffic time. The deployment is usually 100% automatic. All existing setup and data will remain unchanged. No user or administrator intervention is required. No manual intervention of the Customer administrator is required.

5.3           Planned Maintenance

The Company usually carries out planned maintenance in the maintenance windows set out below. If planned maintenance is to be performed outside of these windows the Company shall give the Customer at least 48 hours prior notice.

Normal Patches, Releases, and Platform Upgrades

Deployment window

usually none

Upfront Notice Period

1 day

Maximum interruption of service

Usually none

Interruption of service

Around 8AM EST M-Th

Deployment schedule

1-2 hours

5.4           Emergency Maintenance

The Company shall where possible, provide the Customer with prior notice of emergency maintenance. However, work may commence at any time and shall continue until completed.

Emergency Patch

Deployment window

usually none

Upfront Notice Period

1 day

Maximum interruption of service

Usually none

Interruption of service

As required

Deployment schedule

1-2 hours

  1. CUSTOMER’S OBLIGATIONS

The Customer has the following obligations under this SLA:

  • to provide access to a computer system capable of running the TCP/IP network protocol and an Internet web browser and uses a web browser that supports JavaScript;
  • to provide all suitable hardware and software and telecommunications equipment required for accessing the Solution;
  • responsibility for the network connection between the Company’s hosting centres and the Customer’s premises (backend) connection to a telecommunications network;
  • to inform the Company without delay of any problems with the Solution;
  • to purchase upgrades for its own software, if necessary, for the error free operation of its own software with the Solution;
  • to check its systems for the most commonly known worms and viruses;
  • to have a current virus scanner installed for each Customer system accessing the Solution.

  1. LIMITATION OF LIABILITY

The Company shall not be liable for, and shall have no obligation to fix, any errors, Incidents, problems or bugs or any lack of availability of the Solution caused by the following:

  • any breach of the Customer’s obligations set out in clause 6 above;
  • use of the Solution on a system not supported by the Company or specifically agreed in writing in this Agreement;
  • unavailability of telecommunications;
  • faults or omission of ISPs;
  • any lack of connectivity caused by a third party;
  • any bugs or defects in any third party software that interacts with the Customer’s data once it leaves the Company’s data centres;
  • any denial of service attacks, network floods and hacking;
  • interconnection of the Solution with other software products not supplied by the Company except as expressly agreed in writing in the Agreement;
  • any DNS issues not within the direct control of the Company i.e. a fault on the Customer’s network or own equipment configuration;
  • problems or errors that occur while the Company is waiting for the Customer to provide information to enable it to rectify a fault or restore services;
  • faults caused by the Customer’s management or connection to the Solution;
  • the Customer failing to take part in training offered by the Company, necessary for use of the Solution;
  • Force Majeure.
Technical Application and Security Measures

Overview

February 2019 (4 pages total)

Technical Application and Security Measures

Evercast is an HTML5 WebRTC-based collaboration tool. Media is transmitted from the user’s browser and/or Evercast Broadcasting Software (EBS) client to an Evercast video relay server (the SFU). The SFU either then relays the RTP traffic to the other participants in the room and then immediately discards that RTP traffic, or (if the room is set to be recorded by the room’s host) the SFU writes the media traffic to a file which gets persisted in an encrypted (AES 256 SSE-C) and private S3 bucket.

Evercast’s internal network and servers, including the API and the video servers, are protected by AWS EC2 security policies and IAM (Identity and Access Management) policies. Additionally, the images that makeup our servers are hardened from the inside out, including a limited number of processes, exposed ports, and elevated permissions.

Server Security

Our vulnerability management policies include server vulnerability testing. The server baselines are audited routinely and built from trusted images. Administrative privileges are restricted to and within the infrastructure team.

Unmanaged hardware access is prevented using a virtual cloud, which allows access only to the resources created inside our cloud infrastructure and to authenticated VPN clients. Other devices are prevented from physically accessing the cloud-based network. Amazon AWS Network provides a secure network infrastructure to control and monitor communications internally and at the boundary. The boundary devices employ configurations and ACLs to control the flow of information.

Endpoint Security

Evercast is built with extra security features to help prevent idle-session hijacking. Because the integrity of the software running on a user’s device (i.e. endpoint) is outside the control of Evercast, we provide “Best Practices” documentation to help users stay safe:

1) Users should always connect from a trusted network. Examples include a secured office environment, or a trusted home network. In addition to our efforts to use secure encryption, this further reduces risk of attacks on the transport encryption used to protect the media stream between your endpoint and our servers.

2) Antivirus and firewall protections can be enabled on users devices as routine ways to bolster their security. Additionally, operating system and application security updates should be maintained on client endpoints to reduce risk of endpoint compromise.
3) Evercast sessions are protected from hijacking attacks and expire after a period of time by default. Additionally, idle sessions result in connection token expiration. Users can further protect themselves by closing their browser window after they have finished with an Evercast session.

Data Security

Client content (both video content and metadata) is encrypted at rest. This includes both the database and S3 buckets. AES 256 encryption is applied using SSE-C, and additional configuration options are available for enterprises. These include having dedicated S3 buckets with their own SSE-C keys, and granting our system access via IAM roles.

In transit, data is encrypted with standard SSL via HTTPS and DTLS / SRTP. Our servers earn an A+ rating on SSLLabs, and we have a long duration for our HTTP Strict Transport Security (HSTS) caching. We routinely undergo third-party assessments, and our most-recent assessment is available for client review.

It is worth noting that Evercast exists as a multi-tenant environment. We utilize role-based access control and row-level security features at the database-level to segregate client data. We go to great lengths to protect against session hijacking and other situations which can compromise the privacy of a user’s content and data. Recordings are managed by the Evercast application, which does not provide the user with any way to download those recordings. All access is managed through the Evercast application.

All data access from the Internet will happen using the application authorized endpoints, and the application has been hardened against attacks. For non-application data access from the Internet, proper firewall rules, upgrade policies, authentication and encryption will prevent access. Direct access from the Internet to the data storage/database will not be allowed. A defense-in-depth approach is used, consisting of multiple security layers (firewall, private networking, authentication and authorization).

Incident Response

Every issue is escalated to the infrastructure team. Urgent vulnerabilities are handled on an immediate basis. If there is a breach or an incident, we work continuously on the the issue until it is remediated with highest priority. Affected clients are notified immediately after the incident is contained and not later than appropriate periods after discovery of any incident. If there are issues reported during a vulnerability assessment or through responsible disclosure then these issues will be addressed on a priority basis (depending on the complexity), and integrated into the next major release.

To further mitigate risk and manage vulnerabilities, we also take a proactive approach to incident response by self-auditing our application. In addition to automated tools like Snyk, Cloudsploit, Burpsuite, OpenVAS, and others, our developers are both educated about and use in daily practice, secure coding standards (i.e. stored procedures, database-level security and type-checking, etc).

Automated security scans are conducted throughout the software development lifecycle. On every pull-request, Snyk.io checks the open source dependencies listed in our package.json files for vulnerabilities. To check for new vulnerabilities in the entire cloud infrastructure, a Cloudsploit scan is performed every 6 hours. Cloudsploit executes over 700 automated tests on Amazon AWS infrastructure.

Internal security reviews and application audits using both automated vulnerability scanners and manual hacking are conducted quarterly, and semi-annual third-party security reviews are scheduled. The first internal security review and application audit was conducted at the end of 2017.

Logging and Monitoring

Our application, server, and network auditing logs are collected using specific tools provided by our cloud vendor. These tools include Amazon AWS Cloudtrail for collecting administrative actions, and Amazon AWS Config for collecting configuration changes. Correct configuration of Amazon AWS Cloudtrail and Amazon AWS Config is monitored using Cloudsploit. Logging is enabled on all application servers as well, and logs are centrally collected and secured in Sumo Logic with a one year retention. Quarterly, we review the logs for signs of malicious behavior.

For clients that want a real-time feed of logs relevant to their data, we provide access to these

Network Security

To use Evercast requires access to standard HTTP/HTTPS and TCP on select ports (configurable). An example range would be TCP/8989 and UDP 8000-9000. Video can be tunneled through standard TCP though performs best with UDP access.

Access to the site is filtered through Cloudflare, which protects against SQLi, XSS injections, DoS, and known malicious IP addresses.

Developers work remotely on their own networks, separated entirely from production / testing / development servers. Production, testing, and development servers can only be accessed via a VPN. Only privileged users have access to VPN and relevant server keys.

Amazon AWS network offers additional protection and identification of several types of attack, including Distributed Denial-of-Service (DDoS), port scanning and packet sniffing.

Policy and Governance

Our cloud provider (Amazon AWS) is ISO 27001 and PCI DSS certified. AWS has many other certifications, as well, which can be read about here: ​https://aws.amazon.com/compliance/programs/

Application Security

Written primarily in full-stack JavaScript following OWASP guidelines, Evercast is secured via database-level access control policies, a Web Application Firewall, and other front-end and back-end protection mechanisms. We ensure that applications are developed securely via code-review and security checklists. Additionally, we conduct bi-annual external audits of our application security system.

Some of the guidelines for application development include:

  • External dependency scans with Snyk.io on every pull request
  • Double-submit tokens for API requests
  • JWTs for session tokens
  • Database logic protected by RLS and RBAC
  • Database queries happen through stored procedures
  • Encryption at rest and in transit
  • Segregate production from development environments
  • Backups and redundancies
  • Not trusting client data
  • Protecting authentication credentials and tokens
  • Enforcing access control
  • Auditable log trails

Access Control

AWS-access is granted on a need-to-know basis to senior members of the development and infrastructure teams. All AWS users / keys are granted the minimum privileges required to accomplish their task. Application-level access management prevents users from joining each other’s private rooms when they are not invited.

We implement RBAC policies for all of our tables and database stored procedures. This ensures that unauthenticated users cannot access data meant for logged-in users. Additionally, it prevents logged-in users from accessing super-user features. At the system-level, users are not added once the image is built. When building the image, user accounts are added and hardened by the infrastructure team.

JSON Web Tokens (JWTs) provide a cryptographic identity to our users at the application level, allowing them access to their content in the database. Double-submit tokens, also known as nonces, protect our API from cross-site scripting attacks. JWTs are assigned to clients after authentication, and passwords are stored using pgcrypto / blowfish. These tokens are stored in secure cookies (i.e. __Host-prefixed cookies).

In AWS, programmatic access keys and restrictive security policies are provisioned by the Evercast tech-lead as business needs dictate. Credentials for production environments are only provided to the development team-lead and the infrastructure team-lead. AWS Infrastructure is protected by security groups and log trails. Infrastructure is manually audited semi-annually and automatically audited multiple times each day.

Best Practices

Vendor recommends running a malware scan using Avast, Malwarebytes, or similar app that helps enable Authorized Users to detect and delete any malicious software that could be lurking in their computer.

  • Protect Vendor access credentials. Authorized Users should never share such access credentials with anyone else. Vendor’s security protocol provides that only the “Session Host” authorizes who is given credentials and access to “Sessions.” Anyone needing access to a given Session must contact the Host. Only the Host is authorized to provide access and credentialing through the “Evercast Invite System.”
  • When a Session Host creates a new room access is set to “Private” (which is the default setting). All rooms where secure content is shared should be verified by the Session Host as set to “Private.” This can be observed and verified when logging in to the “Evercast System.”
  • As is consistent with any proprietary content, and specifically, when participating in a live Evercast System room, the Authorized Users should insure that their surrounding area is private and secure, where no unauthorized person can be watching from behind and there is no possibility of recording the Authorized User’s screen.
  • Every time the Authorized Users login, they should enter their credentials manually and privately. Access credentials should never be saved on the Authorized User’s Chrome browser.
  • Before the Authorized Users begin streaming, they should make sure all attending participants in the Session are known and/or have approved to have access.
  • The Authorized Users should not leave their computer unattended when they are hosting or participating in an active “Evercast Session.” If they should need to step away from their computer, they should either lock the computer, or log out of the Evercast System (the Evercast System automatically logs out in 60 minutes).
  • A live Evercast Session can be recorded for later reference, or review. Only the Session Host controls the Evercast System record function. Cloud recording on the Evercast System is secured and encrypted. Recorded Sessions are easily accessible by those authorized, but cannot be downloaded or shared.
  • As a Session Host, if he or she activates Vendor’s record function and creates a recording for later reference, the Session Host should notify all participants when he or she is recording the live Evercast Session. All participants in the room should be informed when Vendor’s recording is active.
  • It is contrary to protocol to use 3rd party screen capture programs when in an Evercast Session.
  • Authorized Users should not enter or submit computer code into any field anywhere on the Evercast System.