Terms and Conditions
EFFECTIVE DATE: August 25, 2023
THE WEBSITE CAREERKEY.ORG (THE "SITE") AND RELATED PLATFORMS, PRODUCTS, AND SERVICES AVAILABLE ON OR FROM THE SITE, INCLUDING SERVICES ACCESSED VIA MOBILE DEVICES (THE "SERVICES") ARE OWNED AND OPERATED BY CAREER KEY, INC. (TOGETHER WITH ITS AFFILIATES, SUCCESSORS, AND ASSIGNS HEREINAFTER REFERRED TO AS "CAREER KEY", "OUR", "WE," OR "US").
BY ACCESSING AND USING THE SITE AND/OR THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (THE "TERMS AND CONDITIONS"). THESE TERMS AND CONDITIONS ARE A LEGALLY BINDING AGREEMENT. IF YOU USE THE SITE AND/OR THE SERVICES ACTING AS THE AGENT FOR A COMPANY, UNIVERSITY, SCHOOL OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH COMPANY OR ENTITY AND YOU GUARANTEE COMPLIANCE BY SUCH COMPANY OR ENTITY WITH THESE TERMS AND CONDITIONS.
WE RESERVE THE SOLE RIGHT AT ANY TIME TO MODIFY, DISCONTINUE, OR TERMINATE ANY SERVICE OR THE SITE, OR CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS AND CONDITIONS WITHOUT NOTICE. WE WILL POST CHANGES TO THESE TERMS AND CONDITIONS, IF ANY, TO THE SITE. IT IS YOUR RESPONSIBILITY TO CHECK THE SITE PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER ANY CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SITE OR SERVICES.
1. ACCOUNT SIGN UP. You represent that all information you provide during the account sign up process and at any time thereafter ("Account Information") will be true, accurate, complete, and current and that you will promptly update your Account Information as necessary such that it is, at all times, true, accurate, complete, and current. We may use all Account Information, subject to compliance with the Career Key Privacy Policy. The Terms and Conditions incorporate the terms and conditions set forth in the Career Key Privacy Policy, and by accessing the Site and using the Services, you are consenting to have your personal data used by us as set forth in the Career Key Privacy Policy. You alone are responsible for maintaining the security of your Account Information and for all uses of the Site and Services in the name of your account (the "Account").
While you may authorize others to use the Services and access Career Key Discovery and/or Career Decision Profile (the "Assessment"), including others under the age of 18 but at least 13 years or older, you must be 18 years or older and must have an eligible payment method registered with Career Key. You can change the payment method on file at any time. You will receive an email confirmation of all purchases that you make. Please contact us immediately if you do not recognize charges on your email confirmation.
Your use of the Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
2. AGE RESTRICTIONS AND PERSONAL ACCOUNTS. Only persons age 13 years or older can use the Services and take the Assessment. Any person under the age of majority should review this Agreement with their parent or guardian to ensure that he or she understands it.
Use of the Services requires compatible devices, Internet access, and certain software and may be affected by the performance of these factors. High-speed Internet access is strongly recommended for regular use and is required for video if and when video is available from the Site. You agree that meeting these requirements, which may change from time to time, is your responsibility. We do not represent or guarantee you can access the Services at all times.
When a person registers to take an Assessment, the individual must establish a personal account ("Personal Account"), which will store the applicable Assessment results. The owner of the Personal Account should not reveal his or her Personal Account information to anyone else, and is solely responsible for maintaining the confidentiality and security of the Personal Account and for all activities that occur on or through the Personal Account. In order to create a Personal Account, an individual must enter their name and email address and create a password. To access the Personal Account, the email address and password will be required. All information that is collected from Personal Account owners will be subject to the Career Key Privacy Policy available at https://www.careerkey.org/legal/privacy.
3. USE OF SITE CONTENT. All content on the Site and Services that is not User Content (as defined in Section 4 below) (the "Site Content"), is the proprietary property of us or our licensors. Subject to the terms of the Terms and Conditions, no Site Content or User Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission of us or the owner of such content. Except as otherwise set forth in these Terms and Conditions, any unauthorized use of the Site Content or User Content is strictly prohibited. All trademarks, logos, trade dress and service marks on the Site are trademarks or registered trademarks of us or our licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of us or the owner of such trademarks, logos, trade dress and service marks.
4. PUBLISHING OF CONTENT. You hereby acknowledge and agree that you are solely responsible for all materials that you post, publish or distribute in connection with the Services ("User Content"). You represent, warrant and agree that no User Content that you approve for publishing, display, and distribution by us, or submitted by you or through your account, will:
A. violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights;
B. contain libelous or defamatory material; or
C. violate or encourage violation of any applicable laws, rules or regulations.
You represent and warrant that you have all legal rights necessary to publish and distribute (or necessary to have us publish and distribute) any User Content or that you own such User Content. You hereby acknowledge and agree that we shall, at all times, possess the right to refuse to include and/or to cause the removal of any or all of your User Content for any reason and at our sole discretion. You hereby acknowledge and agree that we may, at our sole discretion, disclose your User Content in order to: (i) comply with law enforcement, court orders, or the legal process; (ii) protect the rights and safety of individuals; and/or (iii) settle disputes over intellectual property ownership.
5. DMCA COPYRIGHT NOTICE AND REPEAT INFRINGER POLICY. We own, protect and enforce copyrights in our own creative material and respect the copyright properties of others. Materials may be made available on the Site, or through the Site or Services, by third parties not within our control. It is our policy not to permit materials known by us to be infringing to remain on the Site or be accessible via the Services. You should notify us promptly if you believe any materials on the Site or published or distributed by us infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the Digital Millennium Copyright Act ("DMCA"), we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted in writing to the Designated Agent for this Site. Contact information for the Designated Agent may be found at the U.S. Copyright Office's Directory of Service Provider Agents for Notification of Claims of Infringement, and is provided below:
DMCA Agent
Juliet Jones-Vlasceanu
6523 California Ave. SW #116
Seattle, WA 98136
Email: support@careerkey.org
Please be advised that we may provide an alleged infringer with any notice of claimed infringement, including notices of claimed infringement submitted by you under the DMCA, and any communications related thereto. We may also provide any counter notifications received under the DMCA, and communication related thereto, to the provider of the original notice of claimed infringement. All notices and communications provided by you to us become our property and you hereby grant us the right to provide such notices and communications to any third party.
If you engage in "repeat infringement" we may immediately terminate your Account without notice, and you will no longer be permitted access to the Site or the Services. "Repeat infringement" shall be defined as two (2) or more instances, as determined by us in our reasonable discretion, where you have infringed the copyright rights of another person.
In the event a user's materials are removed due to a DMCA notice and then subsequently restored in accordance with the DMCA, we will treat the underlying DMCA notice as withdrawn.
We reserve the right to terminate Accounts that are the subject of fewer than two (2) instances of infringement of the copyright rights of another person in appropriate circumstances, such as when the user has a history of violating or willfully disregarding the Terms and Conditions.
6. PROCESSING OF EUROPEAN UNION RESIDENT PERSONAL DATA
Career Key will at times provide services to a company, university, school, or other entity (“Client”) located in the European Union (“EU”). With respect to information relating to an identified or identifiable natural person in the EU that Career Key receives from a Client (“Personal Data”), Career Key shall be regarded as a “Processor,” and Client shall be regarded as a “Controller.” With respect to Processing of Personal Data covered by the General Data Protection Regulation (“GDPR”), or other law regarding the collection, use, disclosure, or security of Personal Data (“Data Protection Laws and Regulations”), Career Key and Client shall have the obligations set forth in the Data Processing Addendum attached to these Terms and Conditions as Exhibit A (the “DPA”). All capitalized terms in the DPA not otherwise defined in these Terms and Conditions shall have the same meaning as provided by GDPR.
7. LINKS TO OTHER WEB SITES. The Site may contain links to other web sites. We are not responsible for the content, accuracy or opinions expressed on such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked web site on or through the Site or the Services does not imply approval or endorsement of the linked web site by us. If you decide to leave the Site and access these third-party sites, you do so at your own risk.
8. FEES. All Assessments must be paid for in advance. You agree that we may charge your payment method for any Assessments purchased, including any applicable taxes. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING US WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES. Your total price will include the price of the Assessments plus any applicable tax; such tax is based on the bill-to address and the tax rate in effect at the time you purchase the Assessments. If you believe that you are exempt from any taxes, please contact us at support@careerkey.org. All sales are final and no refunds will be provided for any reason except as set forth below. Prices for Assessments offered may change at any time, and we do not provide price protection or refunds in the event of a price reduction or promotional offering.
You agree that we may charge all fees to the payment method (e.g., credit card, PayPal account, debit card, etc.) you have provided in your Account Information. You are responsible for the timely payment of all fees at the time the Assessments are ordered by you. It is your responsibility to notify us if your payment method has changed by making the appropriate changes to your account settings. If you do not provide a valid payment method, or if your designated payment method is determined by us to be inactive for any reason, we may immediately discontinue making Assessments available to you. You agree not to cause your credit or debit card company to reverse or "chargeback" any fees charged in accordance with these Terms and Conditions; and in the event you do so, we may terminate your Account and your use of the Site and Services, and you agree to reimburse us for any costs incurred in responding to such chargeback, including, without limitation, our actual costs paid to the credit or debit card company, including chargeback fees, and the value of the time our employees spend on the matter as determined in our discretion in good faith.
Current fee schedules are available from Career Key and are subject to the following terms and conditions:
One-Time Set Up Fee for Group Purchases
For any group purchase of Assessments including free trials, Career Key may charge you a one-time set up fee for account and Career Key Central configuration and onboarding, prepaid in advance. No refunds will be provided.
One-Time Group Purchases (Prepaid).
You may prepay for a fixed number of Assessments in advance (e.g., groups of 100, 250, 2000, etc.). All purchases expire one year from the date of purchase. No refunds will be provided for expired and unused Assessments. For each Personal Account, Assessment data is available for a period of 12 months after the date the Assessment is taken. For the owner of the Account, the aggregate Assessment data will be available for a period of 12 months after the date the last Assessment is taken.
Subscription Purchases (Auto Renewal).
You may purchase groups of Assessments in advance on a subscription basis, paid annually or monthly. The applicable subscription fee that will be billed in advance is dependent upon the expected 12-month volume tier. Monthly auto renewal plans require either a credit card or ACH U.S. bank transfer payment method.
At the end of the applicable 12-month period, you will be notified not less than 30 days prior to the end of the 12-month period that your current 12-month period is ending and given the opportunity for the next 12-month period to change your expected purchase of Assessments or keep it the same. If you do nothing, you will continue to be invoiced on a monthly basis with the monthly fee at the most recent 12-month volume tier you reached in the previous 12-month period. If you exceeded your original volume tier, you will renew at the current, higher volume tier unless you elect to change your plan before renewal. Note that if your expected usage increases, it is cost effective to elect a monthly fee that is associated with a higher expected quantity as this will decrease the price per Assessment that is paid.
For planning purposes, your Career Key Central group portal dashboard will include real-time data with respect to how many Assessments have been taken and how many Assessments remain to be taken for your applicable subscription or pre-paid allotment of Assessments, whichever is applicable.
For each Personal Account, Assessment data is available for a period of 12 months after the date the Assessment is taken. For the owner of the Account, the aggregate Assessment data will be available for a period of 12 months after the date the last Assessment is taken.
9. REFUND POLICY. We want you to be satisfied with the Services. Generally, we do not offer refunds for the Assessments once you have purchased them. However, in three limited situations we may provide a refund:
A. Assessment Malfunction. In order to be considered an "Assessment malfunction" you must report the malfunction to support@careerkey.org, and the Assessment malfunction must be verified by us. The final determination as to whether a report qualifies as an Assessment malfunction is at our sole and absolute discretion.
B. Billing error. In order to be considered a "billing error" you must provide written documentation showing the billing error and the amount paid due to such error.
C. Direct to Consumer Career Key Discretion. Within 30 days of your purchase of an electronically delivered product in Career Key’s online Shop, you can request and Career Key will provide a refund. You must make your request by filing a support ticket using the Support Portal listed on the website. After 30 days, Career Key will not provide a refund except as otherwise described in this policy.
D. Career Key Termination. We unilaterally terminate your use of the Site and Services, without your consent or permission. In such a case, we will provide a pro rata refund for Assessments that are not taken.
Except as set forth above, we do not provide a refund for any Assessments that are not taken. Also, please note that in the event of a malfunction of an Assessment, we may provide an additional Assessment in lieu of a refund.
10. TERMINATION.
A. You may terminate your use of the Site and Services at any time. You may terminate these Terms and Conditions with respect to any Services provided you have paid all applicable fees by effecting a cancellation from the Career Key Central dashboard page of your Account. Please keep in mind that except as otherwise provided herein, monthly subscription fees will not be refunded upon cancellation, and cancellation will cause any unused Assessments to be forfeited without any credit being given for them.
B. We may cancel your Account and discontinue your use of the Site or Services at any time in the event that you fail to make any payment when due or you breach your representations, warranties, and covenants in these Terms and Conditions.
C. Any provisions of these Terms and Conditions that by their nature should continue after cancellation of your use of the Site or any Services will continue to apply even after the expiration or termination of these Terms and Conditions or your use of the Site or any Services, including Sections 1, 3, 4, 6 and 9-14.
11. LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICES, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY WARRANTIES FOR THIRD PARTY SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR VIA THE SERVICES, OR ACCESSED THROUGH ANY LINKS ON THE SITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PREPAID, IF ANY, BY YOU TO US FOR THE ASSESSMENTS THAT HAVE NOT YET BEEN TAKEN; AND (B) FIFTEEN DOLLARS ($15). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
12. INDEMNITY. You agree to indemnify and hold us and our directors, officers, agents, contractors, affiliates, partners and employees, harmless from and against any losses, liabilities, claims, damages, expenses or demands, including reasonable attorneys' fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of:
A. your breach of any representations or warranties made by you hereunder or your breach of the Terms and Conditions;
B. your use of the Services or the Site in violation of the Terms and Conditions; or
C. your violation of any law or the rights of a third party.
You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against us for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Site or the Services.
13. DISCLAIMER OF WARRANTIES. We are not responsible for any incorrect or inaccurate content published on the Site or in connection with the Services, including User Content published by users (or published by us on behalf of users) of the Site or the Services. We are not responsible for the conduct, whether online or offline, of any user of the Site. The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Site or the Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site, including injury or damage to any person's computer related to or resulting from participating or downloading materials in connection with the Site or the Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Services, the Site or any content published on the Site (whether or not Site Content, User Content, or other content). THE SITE, THE SERVICES AND ALL CONTENT ON THE WEBSITE ARE PROVIDED "AS-IS" AND WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES.
WE ARE NOT RESPONSIBLE FOR ENSURING THAT USER CONTENT PUBLISHED BY USERS (OR PUBLISHED BY US ON BEHALF OF USERS) OF THE SITE OR THE SERVICES COMPLIES WITH APPLICABLE LAWS, RULES OR REGULATIONS, AND WE OFFER NO WARRANTY THAT ANY SUCH USER CONTENT SHALL COMPLY WITH APPLICABLE LAWS, RULES OR REGULATIONS.
14. GOVERNING LAW. The Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, the Terms and Conditions shall be finally settled by binding arbitration in Seattle, Washington, in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Washington, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys' fees. In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to the Terms and Conditions shall be brought and heard either in the Washington state courts located in Seattle, Washington, or the federal district court located in Seattle, Washington. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.
15. MISCELLANEOUS. The Terms and Conditions set forth the entire agreement between you and us pertaining to your use of the Site and the Services. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. Our failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. Nothing in these Terms and Conditions shall be deemed to confer any third-party rights or benefits. These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Our delay or failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. These Terms and Conditions do not, and shall not be deemed to, constitute a partnership or joint venture between you and us, and neither you nor we, nor your or our respective directors, officers, employees, or agents shall, by virtue of the performance of the obligations under these Terms and Conditions, be deemed to be an agent or employee of the other, and neither you nor we has the authority to bind the other under any contract, agreement, or otherwise. We shall not be liable for any failure to perform any of our obligations under these Terms and Conditions if the performance is prevented, hindered or delayed due to any cause beyond the reasonable control of Career Key including, without limitation, unavailability of any communication system, breach or virus in the processes, sabotage, fire, flood, explosion, acts of nature, civil commotion, riots, insurrection, war, acts of government, etc.
Exhibit A
Data Processing Addendum
A. Processing: Career Key shall Process Personal Data only as a Processor acting on Client’s documented instructions. Career Key shall immediately inform Controller if, in its opinion, an instruction infringes on the GDPR or other Data Protection Laws or Regulations. Client shall at all times comply with its obligations as a Controller under Data Protection Laws and Regulations, including providing notice and obtaining all consents and authorizations necessary under Data Protection Laws and Regulations for Career Key to Process such Personal Data on Client’s behalf. Career Key shall Process Personal Data only for the purposes necessary to provide its services, or in accordance with Client’s written instructions, unless Processing is required by applicable law, in which case Career Key shall, to the extent permitted by applicable laws, inform Client of that legal requirement before the Processing. Client acknowledges that Career Key shall have the right to Process Personal Data in order to provide the contracted services, fulfill its obligations under any applicable agreement with Client, and for legitimate purposes relating to the operation, support and/or use of the services such as billing, account management, technical support, research, user experience and product development.
B. Details of Personal Data Processing: The subject matter and duration of the Processing of the Personal Data are described in these Terms and Conditions, and any agreement between Career Key and Client. The nature and purpose of the Processing of Personal Data is providing the Career Key services. The types of Personal Data that may be processed include name, contact information (such as email address); device information, such as device identifiers; and assessment results. The Processing of Personal Data pursuant to these Terms and Conditions could pertain to students, employees, or other workforce members of Client. The obligations and rights of Client are set forth in these Terms and Conditions and any other agreement(s) between the parties.
C. Data Security: Career Key shall implement and maintain commercially reasonable technical and organizational security measures as required to comply with Article 32 of the GDPR. Notwithstanding the foregoing, Client agrees that except as provided by this Section 6, Client is responsible for the secure use of Career Key services, such as security of account authentication credentials.
D. Personal Data Breach: Career Key shall notify Client without undue delay of any Personal Data Breach, as required by the Data Protection Laws and Regulations. This obligation shall not apply to incidents that are caused by Client, including Client’s employees or agents. Client shall be solely responsible for notifying any Supervisory Authorities and Data Subjects of any Personal Data Breach and all costs associated with same.
E. Confidentiality of Data Processing: Career Key shall ensure that any person authorized by Career Key to Process Personal Data (including staff), are under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
F. Return or Deletion of Data: Upon termination or expiration of the an agreement between the parties, Career Key shall (at Client's election) delete or return, if feasible, to Client all Personal Data remaining in its possession or control, save that this requirement shall not apply: (i) to the extent Career Key is required by applicable law to retain some or all of the Personal Data; (ii) if Career Key is reasonably required to retain some or all of the Personal Data for limited operational and compliance purposes; or (iii) to Personal Data Career key has archived on back-up systems. The terms of this Section 6 shall survive for as long as Career Key continues to retain any Personal Data.
G. Subprocessing: Client agrees that this Exhibit constitutes Client’s written authorization for Career Key to engage Subprocessors to Process Personal Data on Client's behalf, including the Subprocessors currently engaged by Career Key. Career Key shall: (i) enter into a written agreement with the Subprocessor that requires the Subprocessor to protect the Personal Data to the standard required by Data Protection Laws and Regulations; (ii) remain responsible for its compliance with the obligations of this Section 6 and for any acts or omissions of the Subprocessor that cause Career Key to breach any of its obligations under this Section 6; and (iii) notify Client in the event that it intends to engage different or additional Subprocessors that will Process Personal Data.
H. Individual Rights, Controller Obligations, and Supervisory Authority Inquiries: Career Key shall comply with Client’s commercially reasonable requests to assist Client in fulfilling its obligations to Data Subjects’ exercise of their individual rights, and ensuring compliance with Controller’s obligations under Articles 32 to 36 of GDPR, if such assistance by Career Key is strictly necessary and Client is unable to independently fulfill these obligations without Career Key’s support. To the extent legally permitted, Career Key shall notify Client if it receives a request from a Supervisory Authority, and shall provide commercially reasonable cooperation to assist Client in its response to such Supervisory Authority to the extent strictly necessary. Client shall bear all of Career Key’s costs and expenses for providing assistance under this Subsection H.
I. Demonstrating Compliance: Career Key shall provide written responses (on a confidential basis) to all commercially reasonable requests for information made by Client regarding Processing of Personal Data, including responses to information security reviews, that are necessary to confirm Career Key’s compliance with the terms of this Section 6. Career Key shall allow for and contribute to audits and inspections performed by Client or a vendor of Client reasonably acceptable to Career Key, provided that no on-site audits may be conducted unless necessary to demonstrate Career Key’s compliance with this Section 6, and Client reasonably believes that Career Key is not complying with this Section 6. Any audit or inspection, whether on-site or remove, shall be conducted at Client’s sole cost and expense, and in a manner that does not cause any damage, injury, or disruption to Career Key’s premises, equipment, personnel, or business. Under no circumstance shall Career Key be required to disclose any proprietary or privileged information to Client or an agent or vendor of Client. Client shall not exercise its rights under this section more than once annually, including with respect to any support required to perform a data protection impact assessment.
J. Data Transfers: Career Key may Process Personal Data anywhere in the world where Career Key or its Subprocessors maintain data Processing operations. Career Key shall at all times provide an adequate level of protection for the Personal Data Processed, in accordance with the requirements of Data Protection Laws and Regulations. The parties agree that this Section 6 constitutes appropriate safeguards to transfer Personal Data to a third country pursuant to Article 46 of the GDPR. In the event Career Key will Process Personal Data in a country that has not been designated by the European Commission or Swiss Federal Data Protection Authority (as applicable) as providing an adequate level of protection for Personal Data, Client, as data exporter, and Career Key, as data importer, agree to abide by the applicable provisions of the European Commission standard contractual clauses, available at https://eur-lex.europa.eu/legal-content/en/TXT/?uri=CELEX%3A32010D0087, which are hereby incorporated by reference into these Terms and Conditions. Appendix 1 and Appendix 2 of the standard contractual clauses are included below:
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties.
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
Data exporter
The data exporter is (please specify briefly your activities relevant to the transfer): The data exporter has contracted to use a technology platform and services provided by data importer to offer career assessment services to the members of data exporter’s organization.
Data importer
The data importer is (please specify briefly activities relevant to the transfer): The data importer provides a technology platform and software to provide career assessment services to the members of data exporter’s organization.
Data subjects
The personal data transferred concern the following categories of data subjects (please specify): The data subjects are members of the data exporter’s organization. Depending on the nature of the data exporter’s organization, the data subjects may include students, employees, or other members of the data exporter’s organization.
Categories of data
The personal data transferred concern the following categories of data (please specify): The personal data will include contact information such as the data subject’s name, email, or identification number, device information, such as device identifiers, and assessment results.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data (please specify): None.
Processing operations
The personal data transferred will be subject to the following basic processing activities (please specify): The personal data will be processed for purposes of communicating or making information available to the data exporter and data subjects, providing services to the data exporter and data subjects, and to enhance data importer’s products and services.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
Security measures implemented include administrative safeguards such as security policies and procedures and determination of access rights and security clearances. Technical safeguards include logging and monitoring of system activity and access, intrusion detection, access controls, firewalls, and change management controls.
K. Client Obligations and Indemnification: Client shall ensure that Client is entitled to transfer the relevant Personal Data to Career Key for Processing as set forth in this Section 6. Client shall not provide to Career Key any “Sensitive Personal Data” as defined by GDPR and any Data Protection Laws and Regulations, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual life, or the commission or alleged commission of any crime or offense. Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by any applicable Data Protection Laws and Regulations and acknowledges that Career Key is reliant on Client for direction as to the extent to which Career Key is entitled to use and Process the Personal Data. Client shall ensure that the relevant third parties and Data Subjects have been informed of, and have given their consent to, such use, processing, and transfer, as required by any applicable Data Protection Laws and Regulations and acknowledges that Career Key is reliant on Client for direction as to the extent to which Career Key is entitled to use and process the Personal Data. Consequently, Career Key will not be liable for any claim brought against Career Key arising from any action or omission by Career Key to the extent that such action or omission resulted directly from Client’s instructions and/or any failure of Client to comply with this Section 6. In addition to, and without limiting any indemnification obligations in these Terms and Conditions, Client shall indemnify, and keep indemnified, Career Key against all claims, damages, expenses, penalties, and fines incurred by Career Key or in respect of which Career Key may become liable due to any failure by Client or its employees or agents to comply with its obligations under this Section 6.
L. Interpretation: In the event of any conflict between the provisions of this Section 6 and any provision of these Terms and Conditions, the terms of this Section 6 shall prevail with respect to the subject matter hereto.