Terms of Service (Clarity Wave / Teamcredible)

These terms of service (the “General Terms”) govern the use of, and the subscription to, the Website and/or Clarity Wave or Teamcredible platforms provided by Site Opps, Inc. (“Clarity Wave”). By accessing the Website and/or the Clarity Wave or Teamcredible platforms or by the Parties signing or accepting the present agreement, you agree to the General Terms on behalf of yourself as a User and/or, as the case may be, on behalf of the organization that you represent (“Customer”), unless you have a superseding written agreement with Clarity Wave.

1. DEFINITIONS AND INTERPRETATION
   1. The following capitalized terms shall have the meaning ascribed to them below:
      1. “Active User” means a User who was invited to join the Clarity Wave / Teamcredible platforms, who is registered on the Clarity Wave / Teamcredible platforms, and whose registration was not deactivated by Customer or by Clarity Wave / Teamcredible under Customer’s instructions;
      2. “Affiliate” means both (a) any entity directly or indirectly controlling, controlled by, or under common control with a Party. For the purposes of referring to any Affiliate hereunder, “control” (including the terms “controlling” and “under common control with”) shall mean: (i) the ownership of more than 50% of the equity or beneficial interest of such entity, or the right to vote for or appoint a majority of the board of directors of other governing body of such entity; or (ii) the power to directly or indirectly direct or cause the direction of the management and policies of such entity by any means whatsoever, whether through the ownership of voting securities, by contract, or otherwise;
      3. “Customer Data” means any content, which may include Personal Information of Users, that Customer or Users submit or transfer to Clarity Wave / Teamcredible in conjunction with the Services, including customized questions drafted by the Users, answers to surveys, answers to polls, pictures and comments;
      4. “Customer Personal Information” means any Personal Information contained within Customer Data;
      5. “Effective Date” means (i) for a User, the first date a User accessed the Website or the Clarity Wave / Teamcredible platforms; or (ii) for a Customer, the last date both Parties signed the General Terms or the date Customer accepted the General Terms, as the case may be;
      6. “Clarity Wave / Teamcredible platforms” means the workplace engagement tools and platforms commercialized by Site Opps Inc. as “Clarity Wave” or “Teamcredible” and accessed by Customer or Users;
      7. “Parties” means (i) Clarity Wave / Teamcredible and Customer; or (ii) Clarity Wave / Teamcredible and a User, as the case may be;
      8. “Personal Information” has the meaning set out in Privacy Laws;
      9. “POPIA” means the Protection of Personal Information Act 4 of 2013;
      10. “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information;
      11. “Privacy Policy” means Clarity Wave / Teamcredible Privacy Policy available at https://www.claritywave.com/privacy-policy/
      12. “Sensitive Personal Information” has the meaning set out in Privacy Laws, and may include race, ethnicity, national origin, religious affiliation, sexual orientation or physical or mental disability;
      13. “Survey Respondents” means any User invited by Customer to submit answers to surveys, answers to polls, comments, feedback and suggestions through the Clarity Wave / Teamcredible platforms, including any employee of Customer;
      14. “Term” has the meaning set out in Section 8.1 (Term);
      15. “User” means, as the case may be, any user of the Website or any individual to whom Customer provides access to the Clarity Wave / Teamcredible platforms, including any account administrators, company manager, group manager and any Survey Respondents; and
      16. ”Website” means the public website available at https://www.claritywave.com, https://teamcredible.com and its sister websites provided by Clarity Wave / Teamcredible (including, https://support.claritywave.com).

1. The term “including” is not limiting and means “including, without limitation”.

1. ACCESS AND USE OF THE WEBSITE OR THE Clarity Wave / Teamcredible platforms
   1. Website. The Users may access and use the Website in accordance with the General Terms. Clarity Wave / Teamcredible may revise the content, features and functions of the Website at any time without notice. Clarity Wave / Teamcredible may at any time, temporarily or permanently, limit or suspend the access to the Website, at its sole discretion, including to perform upgrades and maintenance to the Website.
   2. Services. During the Term (as defined in Section 8.1 (Term)), Clarity Wave / Teamcredible grants to Customer and its Users and Affiliates the right to access and use the Clarity Wave / Teamcredible platforms, and any related services, in accordance with the General Terms (the “Services”).
   3. Services Revisions. Clarity Wave / Teamcredible shall offer the Services materially in accordance with the description on its Website and related documentation. Clarity Wave / Teamcredible may revise the content, features and functions of the Clarity Wave / Teamcredible platforms at any time without notice. Clarity Wave / Teamcredible will provide Customer with prior notice if there is a change to the Clarity Wave / Teamcredible platforms resulting in overall material decrease in the purpose of the Clarity Wave / Teamcredible platforms. If such material decrease occurs, and Customer is materially impacted in its use of the Clarity Wave / Teamcredible platforms, Customer may terminate its subscription in accordance with Section 8.2(ii).
   4. Temporary Suspension of the Services. Clarity Wave / Teamcredible may temporarily limit or suspend the Services from time to time, at its discretion, including to perform upgrades to, and maintenance of, the Clarity Wave / Teamcredible platforms. 
   5. Unacceptable Use. Customer and Users shall not, nor attempt to, nor permit third parties to: (i) share non-public features or content of the Website or the Clarity Wave / Teamcredible platforms with any third party; (ii) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Website or the Clarity Wave / Teamcredible platforms (for clarity purposes, Customer and Users shall not access the Website or the Clarity Wave / Teamcredible platforms in order to build a product or service competing with the Services or to build a product using ideas, features, functions or graphics similar to those of the Website or the Clarity Wave / Teamcredible platforms); (iii) send any viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Website or the Clarity Wave / Teamcredible platforms; or (v) use the Website or the Clarity Wave / Teamcredible platforms in a manner that overburdens, or that threatens the integrity, performance or availability of the Website or the Clarity Wave / Teamcredible platforms. Furthermore, the Website or the Clarity Wave / Teamcredible platforms shall not be used to collect, manage or process Sensitive Personal Information and Clarity Wave / Teamcredible will have no liability that may result from the Customer’ or Users’ use of the Website or the Clarity Wave / Teamcredible platforms to collect or process Sensitive Personal Information. In particular, the categories of User attributes created by Customer account administrator shall not be created so that it would result in the input of Sensitive Personal Information. Customer is responsible to inform Users that Sensitive Personal Information should not be submitted on the Clarity Wave / Teamcredible platforms. In the event that it suspects any breach of this Section, Clarity Wave / Teamcredible may suspend Customer’ and Users’ access to the Website or the Services without advance notice, in addition to such other remedies as Clarity Wave / Teamcredible may have. Clarity Wave / Teamcredible ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE USE OF THE CLARITY WAVE / TEAMCREDIBLE PLATFORMS.
   6. Account Security and Access. Customer and Users shall take all reasonable steps to prevent unauthorized access to the Clarity Wave / Teamcredible platforms, including by protecting their passwords and other login information. Customer is responsible for any activity occurring in its account (other than activity that Clarity Wave / Teamcredible is directly responsible for and is not performed in accordance with Customer’s instructions), whether or not Customer authorized that activity. Customer or Users shall immediately notify Clarity Wave / Teamcredible if it becomes aware of any unauthorized access to, or use of, its account.
   7. Customer Systems. Customer is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. The Services may not work properly if Customer’s operating systems, Internet browsers and anti-virus software are not up-to-date.
   8. Unacceptable Conduct of Users. To help ensure a safe and productive use of the Clarity Wave / Teamcredible platforms, Users shall not, and Customer shall ensure that Users do not have inappropriate conduct including (i) attempting to reveal the identity of a User; (ii) impersonating any other person or entity; (iii) using the Services to send spam or otherwise unsolicited messages in violation of applicable laws; or (iv) allowing the submission of any Customer Data, or using Customer Data in a way, that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, libelous, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or otherwise objectionable, including based on race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender identity or physical or mental disability. Customer and Users understand that by using the Services, they may be exposed to Customer Data submitted by Users that is in breach of this Section, and under no circumstances will Clarity Wave / Teamcredible be liable in any way for any such Customer Data. Clarity Wave / Teamcredible shall have the right, at its sole discretion, to remove any Customer Data that violates the General Terms, and to reveal the identity of a User to Customer or any authority if required by law to do so, if such User transfers Customer Data in violation of this Section. CUSTOMER AND USERS SHALL BE RESPECTFUL OF THE SURVEY RESPONDENTS’ RIGHT TO REMAIN ANONYMOUS. It is Customer’s responsibility to monitor and control all activity conducted by Users on the Clarity Wave / Teamcredible platforms. Clarity Wave / Teamcredible is under no obligation to review how Users are using the Clarity Wave / Teamcredible platforms, including how Survey Respondents answer surveys and polls and provide feedback and comments. Clarity Wave / Teamcredible ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE CONDUCT OF USERS.
   9. Indemnification by Customer or the User. Customer or the User shall defend, indemnify and hold harmless Clarity Wave / Teamcredible and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against liabilities, damages and costs, including any interest accrued, and reasonable legal fees arising out of, or related to a third party claim in connection with (i) the content or nature of Customer Data, including Customer Data in breach of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users); (ii) the breach of warranties in Section 2.10 (Compliance with Laws) and Section 4.1 (Customer Data);(iii) Customer’s or any User’s alleged or actual use, misuse, inappropriate use or failure to use the Website or the Services, including in violation of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users). Clarity Wave / Teamcredible must provide Customer or the User with prompt written notice of any such claim, suit or proceeding, and allow Customer or the User the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer or the User defense and settlement of such matter. Customer or the User shall not settle or compromise any such claim, suit or proceeding without Clarity Wave / Teamcredible’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Clarity Wave / Teamcredible; (b) the settlement does not include a full release of liability for Clarity Wave / Teamcredible; or (c) the settlement includes terms other than a full release of liability for Clarity Wave / Teamcredible and the payment of money.
   10. Compliance with Laws. When providing or using the Services, the Parties shall comply with all applicable laws, including Privacy Laws and applicable anti-corruption laws. Customer is also responsible to obtain any consent required by applicable laws from its Users or to have a legitimate interest to allow Customer to use the Services and to allow Clarity Wave / Teamcredible to provide the Services in accordance with the General Terms.
   11. Compliance by Users. Customer must ensure that its Users comply with all applicable laws, including Privacy Laws, when using or accessing the Clarity Wave / Teamcredible platforms, and that such Users are governed by, and comply with, the General Terms.
2. SERVICE FEES OF THE CLARITY WAVE / TEAMCREDIBLE PLATFORMS AND BILLING
   1. Service Fees. In consideration for the Services, Customer shall pay Clarity Wave / Teamcredible the fees applicable to the selected subscription plan, as specified on the Website or in a quote provided in writing by Clarity Wave / Teamcredible, which may be on a monthly or annual term (the “Service Fees”). Service Fees are determined in accordance with the number of Active Users. Service Fees applicable to a monthly subscription shall be invoiced monthly and are payable on the invoice date. Service Fees applicable to an annual subscription shall be invoiced annually at the beginning of the annual period and are payable within thirty (30) days of the invoice date. 
   2. Renewal. For monthly subscriptions, Customer’s subscription will be automatically renewed on the first day following the expiration of a subscription month (the “Renewal Date”) for an additional subscription period of one month, unless Customer cancels its subscription before the Renewal Date in accordance with Section 8.2(i) (Termination). If Customer has an annual or multi-year subscription term, Clarity Wave / Teamcredible shall send a renewal notice at least thirty (30) days prior to the annual or multi-year subscription term’s expiration date. Customer may renew its subscription for the same subscription term prior to the term’s expiration, failing which the General Terms shall expire in accordance with Section 8.1 (Term). Service Fees applicable to any such renewal shall be Clarity Wave / Teamcredible’s standard Service Fees as specified on the Website at the time of renewal.
   3. Change in the Number of Active Users. The Service Fees are determined in accordance with the number of Active Users. If Customer wishes to increase the number of Users authorized to access and use the Clarity Wave / Teamcredible platforms, Customer may do so in the following manner:
      1. Annual Subscription. Customer on an annual subscription may at any time increase the number of authorized Active Users through the “billing” section of the Clarity Wave / Teamcredible platforms. Any incremental Service Fees associated with such increase of authorized Active Users shall be prorated over the remaining period of Customer’s then current subscription term, charged to Customer account and due and payable upon implementation of such increase of authorized Active Users.
      2. Monthly Subscription. Customer on a monthly subscription may at any time increase the number of authorized Active Users, without having to pay any incremental Service Fees associated with such increase of authorized Active Users for the remaining period of the then current subscription term. The number of authorized paid Users to the renewed subscription shall be the number of authorized Users in the last day of the then current expiring subscription term.
   4. Adjustment of the Number of Active Users upon Renewal. Upon renewal of a subscription term, the Service Fees shall be determined in the following manner:
      1. Annual Subscription. Unless otherwise instructed by Customer before the Renewal Date, for each renewal of an annual subscription, the number of authorized paid Active Users to the renewed subscription shall be the higher of (i) authorized paid Active Users in the then current subscription term; and (ii) actual number of Users using the Clarity Wave / Teamcredible platforms in the then current subscription term. Should the number of Active Users exceed the number of authorized Active Users during an annual period, Clarity Wave / Teamcredible shall be entitled to the payment of any incremental Service Fees associated with such additional Active Users prorated over the remainder of the subscription term. In such a case, Clarity Wave / Teamcredible shall notify Customer prior to invoicing the applicable Service Fees.
      2. Monthly Subscription. The number of authorized paid Users to the renewed subscription shall be the number of authorized Users in the last day of the then current expiring subscription term.
   5. No Refunds. Except as expressly otherwise provided herein, payments are non-refundable and there are no refunds or credits for partially used periods or number of Users.
   6. Overdue Service Fees. Clarity Wave / Teamcredible shall have the right to suspend the Services without notice should the Customer’s invoiced Service Fees become overdue. Services shall be restored within one (1) business day of payment.
   7. Free trial or Freemium Subscription. If Customer registers for a free trial or a freemium subscription for the Services, Clarity Wave / Teamcredible will make such Services available to Customer on a trial or freemium basis free of charge until the earlier of (i) the end of the free trial period applicable to Customer; (ii) the start date of any paid subscription purchased by Customer for such Services; or (iii) termination of the trial or the freemium subscription at any time by Clarity Wave / Teamcredible or Customer, in its sole discretion.
   8. Third Party Payment Processor. Clarity Wave / Teamcredible reserves the right to use a third-party PCI-DSS compliant payment processor for all billing and receipt of payments hereunder. Customer hereby authorizes Clarity Wave / Teamcredible to share payment information, which may include Personal Information, to such third-party payment processor, including for the purpose of updating Customer’s payment method.
   9. Taxes. Unless otherwise stated, the Service Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying Taxes except those assessable against Clarity Wave / Teamcredible based on its income. Clarity Wave / Teamcredible will invoice Customer for such Taxes if Clarity Wave / Teamcredible has a legal obligation to do so, and Customer shall pay such Taxes if so invoiced.
3. DATA
   Customer Data
   1. Customer Data. Customer or the User represents and warrants that it owns or has obtained all necessary rights, title and interest, and obtained all necessary consents to transfer Customer Data in relation with the General Terms, and that Customer Data doesn’t infringe any third party intellectual property right and is used in accordance with any labor laws applicable to Customer. Customer or the User grants Clarity Wave / Teamcredible a worldwide, non-exclusive, perpetual and royalty-free right to access, use, process, copy, distribute, perform, export and display Customer Data, only to the extent permitted by law and as reasonably necessary (i) to provide, maintain and improve the Services; (ii) to prevent or address service, security, support or technical issues; or (iii) to create anonymized and aggregated data non-related to a specific Customer, which does not constitute Customer Data and is owned by Clarity Wave / Teamcredible, including for use as benchmarking and marketing purposes in accordance with the Privacy Policy or as otherwise expressly permitted in writing by Customer or as required by law. This right continues with respect to anonymized data and any residual backup copies of Customer Data made in the ordinary course of business even after termination of the General Terms.
   2. Customer Data subject to Anonymity and Confidentiality. The answers to surveys, answers to polls, comments, feedbacks and suggestions provided by a Survey Respondent are anonymous and confidential, unless the Survey Respondent opts within the Clarity Wave / Teamcredible platforms to remove the anonymity and confidentiality with respect to such content. Any Customer Data for which Survey Respondents have not opted to remove the anonymity and confidentiality shall be kept confidential by Clarity Wave / Teamcredible and not shared with Customer. Where Clarity Wave / Teamcredible receives a request from a Survey Respondent to delete his or her comment, which may contain Personal Information, or from a User to receive the Personal Information concerning him or her, which he or she has provided to the Customer and which is being processed by Clarity Wave / Teamcredible, Customer hereby authorizes Clarity Wave / Teamcredible to comply with that request.
   3. Protection of Customer Data. Clarity Wave / Teamcredible shall store and process Customer Data in accordance with the Privacy Policy where applicable. Clarity Wave / Teamcredible has implemented technical, organizational and administrative systems, policies and procedures as well as other measures detailed in the Privacy Policy to help ensure the security, integrity, availability and confidentiality of Customer Data, and to mitigate the risk of unauthorized access to or use of Customer Data. Nonetheless, hosting data online involves risks of unauthorized disclosure, loss or exposure and, in accessing and using the Clarity Wave / Teamcredible platforms, Customer assumes such risks, except for gross negligence or unlawful conduct of Clarity Wave / Teamcredible.
   4. Telemetric Data from the Website and the Clarity Wave / Teamcredible platforms
      Telemetric Data. To the extent permitted by law, telemetric data related to how Users access and use the Website and the Clarity Wave / Teamcredible platforms (including features and functions of the Website and the Clarity Wave / Teamcredible platforms being used by Users, stack trace data and reports related thereto) and the anonymized or aggregated data derived from such telemetric data does not constitute Customer Data, and is owned by Clarity Wave / Teamcredible.
   5. Personal Information
      Personal Information. When using the Services and/or when accessing the Website, including by subscribing to Clarity Wave / Teamcredible’s newsletter, by downloading content from the Website, Customer and/or User may transfer to Clarity Wave / Teamcredible, and Clarity Wave / Teamcredible may collect, access or process, Personal Information, including, when applicable, Customer Data containing Personal Information. Clarity Wave / Teamcredible shall collect, access or process any Personal Information in accordance with the Privacy Policy. Customer and/or User consents to the transfer, processing and storage of Personal Information in accordance with the General Terms and the Privacy Policy and the Data Processing Addendum, where applicable.
   6. Confidential Information
      Confidential Information. “Confidential Information” means any non-public, confidential or sensitive information, including Customer Data, disclosed by a Party or on its behalf (the “Disclosing Party”) to the other Party (the “Receiving Party”), and excludes any information that is:
      1. subject to applicable Privacy Laws, publicly available or later becomes publicly available other than through a breach of the General Terms;
      2. as evidenced by documentary and competent evidence: (a) known to the Receiving Party or its employees, agents or representatives prior to such disclosure or (b) without using the Confidential Information, is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or
      3. as evidenced by documentary and competent evidence, subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality, provided that such source is not, to the knowledge of the Receiving Party, in breach of its obligations of non-disclosure towards the Disclosing Party.
   7. Use or Disclosure of Confidential Information. The Receiving Party shall only use or disclose Confidential Information to exercise its rights and fulfill its responsibilities under the General Terms. The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information and in any event, at least diligent and prudent care. The Receiving Party shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information, except that Clarity Wave / Teamcredible may disclose Confidential Information to its third party service providers in connection with the performance or the improvement of the Services, in which case Clarity Wave / Teamcredible will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of the Confidential Information and preventing unauthorized access. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense. The provisions of this Section shall supersede any prior non-disclosure agreement by and between the Parties, and such agreement shall have no further force or effect.
   8. Return of Confidential Information. Following the termination or expiration of the General Terms, and upon request of a party, the other party shall return all Confidential Information to the other; provided, however, that each party may retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes provided further, that the retaining party will not use the retained Confidential Information for any other purpose.
   9. Survival of Confidentiality Obligations. Subject to applicable laws, the foregoing obligations of each party with respect to Confidential Information shall survive any termination or expiration of the General Terms, and shall continue for a period of three (3) years following the termination or expiration of the Term unless applicable laws require the Confidential Information to be retained for a longer period.
   10. Additional Rights
       GDPR. The Parties may be subject to additional terms and conditions under the General Data Protection Regulation (Regulation (EU) 2016/679). Such terms may be found in the Data Processing Addendum available at https://Clarity Wave / Teamcredible.com/data-processing-addendum, which is hereby incorporated by reference and make part of the General Terms, to the extent applicable. In the event of any conflict or inconsistency between the Data Processing Addendum and the General Terms, the Data Processing Addendum shall prevail.
4. CLARITY WAVE / TEAMCREDIBLE’S WARRANTIES AND DISCLAIMERS
   1. Warranty. Clarity Wave / Teamcredible represents and warrants that: (i) the Clarity Wave / Teamcredible platforms does not infringe on any third party intellectual property rights or constitute a misuse or misappropriation of a trade secret; (ii) contingent upon Customer’s proper use, Customer’s use of the Clarity Wave / Teamcredible platforms does not infringe on any third party intellectual property rights; and (iii) it has the right to grant the access and use of the Clarity Wave / Teamcredible platforms to Customer.
   2. Warranty Disclaimers. CLARITY WAVE / TEAMCREDIBLE DOES NOT WARRANT THAT THE WEBSITE OR THE CLARITY WAVE / TEAMCREDIBLE PLATFORMS WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE, ERROR FREE, VIRUS FREE OR FREE OF OTHER HARMFUL COMPONENTS OR WILL NOT BE SUBJECT TO UNAUTHORIZED USE OR DISCLOSURE. CUSTOMER ACCEPTS THAT THE WEBSITE AND THE CLARITY WAVE / TEAMCREDIBLE PLATFORMS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. CLARITY WAVE / TEAMCREDIBLE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INFORMATION CREATED BY THIRD PARTIES AND THAT MAY BE ACCESSED ON THE WEBSITE OR THE CLARITY WAVE / TEAMCREDIBLE PLATFORMS IS NOT ENDORSED BY CLARITY WAVE / TEAMCREDIBLE, AND MAY NOT HAVE BEEN REVIEWED BY CLARITY WAVE / TEAMCREDIBLE, AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY. CLARITY WAVE / TEAMCREDIBLE DOES NOT CONTROL CUSTOMER DATA AND DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF SUCH CUSTOMER DATA AND OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE OR THE CLARITY WAVE / TEAMCREDIBLE PLATFORMS. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF CUSTOMER DATA AND ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE CLARITY WAVE / TEAMCREDIBLE PLATFORMS, AND FOR MAKING AND IMPLEMENTING DECISIONS BASED ON SUCH INFORMATION, AND DEALING WITH ANY RELATED CONSEQUENCES. CLARITY WAVE / TEAMCREDIBLE ASSUMES NO LIABILITY FOR ANY OF SUCH INFORMATION HANDLED BY CUSTOMER THROUGH THE WEBSITE OR THE CLARITY WAVE / TEAMCREDIBLE PLATFORMS.
5. LIMITATION OF LIABILITY
   1. Dollar Cap. EXCEPT FOR FRAUD, PHYSICAL INJURY OR DEATH OR INTENTIONAL OR GROSS FAULT OF EITHER PARTY, FOR THE INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT REFERRED TO IN SECTION 7.2 (INDEMNIFICATION) OR FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS REFERRED TO IN SECTION 2.9 (INDEMNIFICATION BY CUSTOMER OR THE USER), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY OF PROVEN DIRECT DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS EXCEED THE TOTAL AMOUNT PAID AND PAYABLE, IF ANY, BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS IN CASE OF A USER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT. PARTIES UNDERSTAND THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF CLARITY WAVE / TEAMCREDIBLE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. CLARITY WAVE / TEAMCREDIBLE HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE RIGHTS TO ACCESS AND USE THE WEBSITE OR SERVICES.
   2. Exclusion. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, BUSINESS OR DATA OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INTENTIONAL OR GROSS FAULT OF THE PARTY. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
   3. Consultant. Should Customer hire a consultant to perform services relating to the implementation and the use of the Clarity Wave / Teamcredible platforms, Clarity Wave / Teamcredible shall have no responsibility in relation to such services.
6. INTELLECTUAL PROPERTY AND FEEDBACK
   1. No Rights granted. Clarity Wave / Teamcredible retains all right, title, and interest in and to the Website and the Clarity Wave / Teamcredible platforms and the content Customer accesses through the Website and the Clarity Wave / Teamcredible platforms, other than Customer Data. The General Terms do not grant Customer any intellectual property rights in or to the Website or the Clarity Wave / Teamcredible platforms or in Clarity Wave / Teamcredible’s logos and other trademarks. Customer or Users shall not remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the Website or the Clarity Wave / Teamcredible platforms.
   2. Indemnification. Clarity Wave / Teamcredible will defend, indemnify, and hold harmless Customer and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any Third Party Claim Losses, provided however that Clarity Wave / Teamcredible will have no liability to the extent the Third Party Claim Losses against Customer arises from (i) the content or nature of Customer Data; (ii) any non-Clarity Wave / Teamcredible product; or (iii) any modification, combination or development of the Clarity Wave / Teamcredible platforms that is not performed by Clarity Wave / Teamcredible. Customer must provide Clarity Wave / Teamcredible with prompt written notice of any Third Party Claim Indemnifiable Proceeding and allow Clarity Wave / Teamcredible the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Clarity Wave / Teamcredible defense and settlement of such matter. Clarity Wave / Teamcredible shall not settle or compromise any Third Party Claim Indemnifiable Proceeding that results in liability or admission of any liability by the Customer without Customer’s prior written consent, such consent not to be unreasonably withheld. Clarity Wave / Teamcredible shall not settle or compromise any Third Party Claim Indemnifiable Proceeding without Customer’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Customer; (b) the settlement does not include a full release of liability for the indemnified parties; or (c) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money. For the purpose of this Section, the following definitions apply:
      1. “Third Party Claim Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought against Customer arising out of a third party claim that the software used in the Clarity Wave / Teamcredible platforms infringes any intellectual property rights of such third party; and
      2. “Third Party Claim Losses” means any amount finally awarded in, or paid in settlement of, any Third Party Claim Indemnifiable Proceeding.
   3. Feedback. Any feedback or suggestions sent or shared by Customer or Users with Clarity Wave / Teamcredible or by the Clarity Wave / Teamcredible platforms or the Website to improve the Clarity Wave / Teamcredible platforms or the Website may be implemented by Clarity Wave / Teamcredible in any manner, including future enhancements and modifications to the Website or the Clarity Wave / Teamcredible platforms. In such case, Customer and Users grant Clarity Wave / Teamcredible an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferable, fully paid-up, royalty-free right to use any such feedback or suggestion for any purpose without any obligation or compensation to Customer, Users or any third party. In addition, Clarity Wave / Teamcredible shall be free to reuse all general knowledge, experience, know-how, works and technologies, including ideas, concepts, processes and techniques, related to or acquired during provision of the Services.
7. TERM AND TERMINATION
   1. Term. The General Terms are effective as of the Effective Date, and (i) for Customer, until all subscriptions terms to the Clarity Wave / Teamcredible platforms, including all renewals, have expired or until they are terminated by any or both Parties in accordance with Section 8.2 (Termination); or (ii) for a User, as long as he or she is accessing the Website or the Clarity Wave / Teamcredible platforms (the “Term”). For the purpose of the General Terms, a subscription term expires if it is not renewed pursuant to Section 3.2 (Renewal).
   2. Termination. The General Terms may be terminated:
      1. by Customer at any time if it cancels the Services through its Clarity Wave / Teamcredible platforms account or with an Clarity Wave / Teamcredible customer representative;
      2. by the Parties at any time if the other Party materially breaches any of its obligations under the General Terms. If the material breach is curable, the General Terms may only be terminated if such breach is not cured within 15 days after a Party provides notice of the breach to the other Party. For clarity purposes, any violation of Section 2.5 (Unacceptable Use) and 2.8 (Unacceptable Conduct of Users) by Customer shall be deemed a material breach of the General Terms;
      3. by Clarity Wave / Teamcredible if Customer fails to make any payment of the Service Fees within 15 days after Clarity Wave / Teamcredible provides notice that such amounts are overdue to Customer; or
      4. by Clarity Wave / Teamcredible for convenience, with at least a 30 days prior written notice for a monthly subscription, or with at least a 90 days prior written notice for an annual or multi-year subscription.
   3. Early Termination Fee – Termination for Convenience. In the event Customer unilaterally terminates this agreement for convenience prior to the expiry of the Term and has not prepaid the total Service Fees payable hereunder, it shall pay as liquidated damages a termination fee equal to the remaining Services Fees of the agreement that have not been paid yet by Customer (the “Termination Fee”). The parties stipulate that the Termination Fee described above is not a penalty, but rather a reasonable measure of damages, based on the parties’ expectation of the nature of the losses that may result from such termination.
   4. No Refund in the Event of Termination. Section 3.3 (No Refunds) applies, regardless of the cause of termination. However, if Customer has terminated the General Terms pursuant to Section 8.2 (ii) or if Clarity Wave / Teamcredible has terminated the General Terms pursuant to Section 8.2(iv) Clarity Wave / Teamcredible shall refund all prepaid Service Fees prorated for the remainder of the unused Term. 
   5. Survival. Any rights and obligations of the Parties hereunder that by their nature are reasonably intended to survive termination or expiration of the General Terms, shall survive termination or expiration of the General Terms including Sections 2.5 (Unacceptable Use), 2.8 (Unacceptable Conduct of Users), 2.9 (Indemnification by Customer), 4.7 (Use or Disclosure of Confidential Information), 5.2 (Warranty Disclaimers), 6 (Limitation of Liability), 7 (Intellectual Property and Feedback), 8 (Term and Termination) and 9 (General) shall survive termination of the General Terms.
8. GENERAL
   1. Publicity. Customer grants Clarity Wave / Teamcredible the right to use Customer’s company name and logo as a reference for marketing or promotional purposes, including on its Website or blog and in other public or private communications with Clarity Wave / Teamcredible’s existing or potential customers. If Customer wishes to limit such right at any time, it shall notify Clarity Wave / Teamcredible at the following email: info@claritywave.com. Customer retains all right, title, and interest in and to such company name and logo.
   2. Governing Law and Venue. The General Terms shall be governed, construed and enforced solely in accordance with the laws applicable in the State of California, without reference to: (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (iii) other international laws. Any litigation in any way relating to the Services or the General Terms shall be brought and venued exclusively in the State of California, and the Parties waive any objection that such venue is inconvenient or improper. Each Party waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Services or the General Terms.
   3. Specific Performance. Notwithstanding any other provision in the General Terms, a non-breaching Party may, upon any breach of the General Terms, immediately seek enforcement of the General Terms by means of specific performance or injunction, without any requirement to post a bond or other security.
   4. Force Majeure. Except as expressly provided otherwise in the General Terms, Clarity Wave / Teamcredible shall not be liable by reason of any failure or delay in the performance of its obligations on account of an unforeseeable and irresistible event, including external causes with the same characteristics, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, act of God, war, terrorism and governmental action.
   5. No Other Agreements. The General Terms are the complete and exclusive statement of the Parties’ agreement relating to the subject matter hereof and supersedes all oral or written offers, understandings, representations, conditions, warranties, covenants and other communications between the Parties relating hereto, including, without limitation, any non-disclosure agreements relating to the subject matter hereof, any order documentation as well as any terms or documentation which is not explicitly referred to in these General Terms.
   6. Notices. Clarity Wave / Teamcredible may send notices pursuant to the General Terms to Customer’s email contact points provided by Customer. Customer may send notices pursuant to the General Terms to Clarity Wave / Teamcredible at info@claritywave.com. Notices shall be deemed received 24 hours after they are sent.
   7. Assignment & Successors. The General Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns.
   8. Waiver. No waiver by either Party of any default in performance on the part of the other Party shall constitute a waiver of any subsequent breach or default by the defaulting Party.
   9. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of the General Terms invalid or otherwise unenforceable in any respect. In the event that a provision of the General Terms is held to be invalid or otherwise unenforceable, such provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the General Terms shall continue in full force and effect.
   10. Technology Export. Customer shall not export any software provided by Clarity Wave / Teamcredible or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Website or the Clarity Wave / Teamcredible platforms in or export such software to, a country subject to an embargo by the United States.
   11. Consumer Protection Law. Clarity Wave / Teamcredible is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, consumer protection laws do not apply.
   12. Inappropriate Conduct. The Customer, its Users and Clarity Wave / Teamcredible recognize the right of employees to work in an environment free from harassment, including sexual harassment and discrimination. The Parties shall not, and they shall ensure that their respective employees, agents and representatives shall not, engage in any conduct that creates an intimidating, hostile or offensive work environment.
       
       Where an allegation of inappropriate conduct, harassment or discrimination is received in connection to these General Terms, the Parties agree to cooperate in order for the matter to be investigated on a priority basis.
       
       A breach of this section shall be deemed a material breach of the General Terms.
   13. Relationship of the Parties. The Parties are independent contractors. The General Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Each Party hereto represents and warrants that it has the authority to agree to the General Terms on behalf of the organization that it represents.
   14. Amendments. Unless Customer has a superseding written agreement with Clarity Wave / Teamcredible, Clarity Wave / Teamcredible may amend the General Terms from time to time on its Website, as its business evolves. Any revisions to the General Terms will become effective on the date Clarity Wave / Teamcredible publishes the changes. Customer and Users can review the most current version of the General Terms at any time by visiting this page at https://www.claritywave.com/terms-of-service/. If Customer or Users use the Services or access the Website, as the case may be, after the effective date of any changes, that use or access will constitute the acceptance of the revised General Terms.

Data Processing Addendum

Where applicable, this Data Processing Addendum is hereby incorporated in the Site Opps, Inc. (Clarity Wave / Teamcredible) Terms of Service (the “General Terms”), found at https://www.claritywave.com/terms-of-service/, unless Customer has entered into a superseding written agreement with Clarity Wave / Teamcredible, in which case, it forms a part of such written agreement. All capitalized terms not defined herein shall have the meaning set forth in the General Terms. Unless Customer has a superseding written agreement with Clarity Wave / Teamcredible, Clarity Wave / Teamcredible may amend this Data Processing Addendum from time to time on its Website, as its business evolves. Any revisions will become effective on the date Clarity Wave / Teamcredible publishes the changes. Customers can review the most current version of the Data Processing Addendum at any time by visiting this page. If Customer uses the Services after the effective date of any changes, that use will constitute the acceptance of the revised Data Processing Addendum.

DEFINITIONS AND INTERPRETATION

• “Data Controller” has the meaning set out in the GDPR and UK GDPR;
• “Data Processor” has the meaning set out in the GDPR and UK GDPR;
• “Data Protection Regulator” means the applicable supervisory authority with jurisdiction over either party, and in each case any successor body from time to time;
• “Data Subject” has the meaning set out in the GDPR and UK GDPR;
• “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information including but not limited to Regulation (EU) 2016/679 (the “General Data Protection Regulation” or “GDPR”) and the Data Protection Act 2018 and the GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (the “UK GDPR”);
• “Process”, “Processing” or “Processed” have the meaning set out in GDPR;
• “Standard Contractual Clauses” means: (i) where the GDPR applies, the model clauses annexed to the European Commission’s Implementing Decision 2021/914 dated June 4th, 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the European Council (“EU SCCs“); and (ii) where the UK GDPR applies, the applicable model data protection clauses adopted pursuant to Article 46(2)(c) or (d) of the UK GDPR (“UK SCCs“).

2. PROTECTION OF PERSONAL INFORMATION

2.1 Supersedence. This Data Processing Addendum shall supersede any and all provisions of the General Terms inconsistent herewith.

2.2. Data Controller and Data Processor. The Parties acknowledge that the Customer is the Data Controller and Clarity Wave / Teamcredible is the Data Processor of the Customer Personal Information. Clarity Wave / Teamcredible will Process Personal Information in accordance with Section 3 of this Data Processing Addendum.

2.3 Customer’s Obligations as Data Controller. The Customer warrants that the Customer Personal Information has been obtained fairly and lawfully and, in all respects in compliance with the Privacy Laws.

2.4.Clarity Wave / Teamcredible’s Obligations as Data Processor. Clarity Wave / Teamcredible shall:

2.4.1. Process the Customer Personal Information only in accordance with Section 3 of this Data Processing Addendum and any other reasonable documented instructions as provided by the Customer to Clarity Wave / Teamcredible from time to time (“Instructions”), including with regard to transfers of Customer Personal Information to a third country, save where:

2.4.1.1 such Instructions are unlawful;

2.4.1.2 such Instructions would cause Clarity Wave / Teamcredible to breach its own obligations under Privacy Laws or the General Terms or any other agreement with a third party;

2.4.1.3. such Instructions would negate the Survey Respondents’ right under the General Terms to remain anonymous;

2.4.1.4. Clarity Wave / Teamcredible is under a legal obligation to Process the Customer Personal Information, in which case Clarity Wave / Teamcredible shall inform the Customer of the legal obligation, except to the extent the law prohibits it from doing so; and/or

2.4.1.5. such Instructions would impact the overall availability of the Services or the performance of the Clarity Wave / Teamcredible Platform in an undue manner.

2.4.2. inform the Customer if, in its opinion, an Instruction received from the Customer infringes the Privacy Laws;

2.4.3 ensure that all Clarity Wave / Teamcredible employees and personnel who are involved in the Processing of Customer Personal Information have committed themselves to confidentiality or are under statutory obligations of confidentiality;

2.4.4. not provide any new third party, with access to the Customer Personal Information or sub-contract any of its obligations under the General Terms that involve Processing Customer Personal Information without noticing in advance the Customer and/or publishing the changes in this Data Processing Addendum on the Website. The Customer hereby approves those third parties listed below, or any further third party that is compliant with GDPR requirements or UK GDPR requirements, where applicable, regarding transfers of Customer Personal Information to a third country (the “Subprocessors”):

2.4.4.1. Amazon Web Services. Clarity Wave / Teamcredible’s internal database is hosted in Amazon Web Services data centers. Amazon is located in the United States. Clarity Wave / Teamcredible and AWS are bound by Standard Contractual Clauses.

2.4.4.2 PostgreSQL. Clarity Wave / Teamcredible’s database management service provider is PostgreSQL, located in the United States. Clarity Wave / Teamcredible and PostgreSQL are bound by Standard Contractual Clauses.

2.4.5. ensure that any sub-contract entered into by Clarity Wave / Teamcredible (where Customer Personal Information is Processed by a Subprocessor) contains provisions which comply with Privacy Laws and in any event are no less onerous than those imposed under Section 2 of this Data Processing Addendum, and where a Subprocessor fails to fulfill its data protection obligations under the GDPR or UK GDPR, Clarity Wave / Teamcredible shall remain liable to Customer for the performance of that Subprocessor’s obligations;

2.4.6. implement and maintain appropriate technical and organizational security measures to protect against unauthorized or unlawful Processing of the Customer Personal Information and against accidental loss, disclosure or destruction of, or damage to, the Customer Personal Information, taking into account the state of the art, costs of implementation and nature, scope, context and purposes of Processing, as described in the Privacy Policy, found at https://www.claritywave.com/privacy-policy/, and including:

• the anonymization, pseudonymization and/or encryption of Customer Personal Information;
• the ability to ensure the ongoing confidentiality, integrity, availability and resilience of Processing systems and services;
• the ability to restore the availability and access to Customer Personal Information in a timely manner in the event of a physical or technical incident; and
• a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Processing.

2.4.7. taking into account the nature of the Processing, assist the Customer (at the Customer’s reasonable cost) by appropriate technical and organizational measures, to enable the Customer to comply with its obligations under Privacy Laws in responding to requests from Data Subjects or the Data Protection Regulator, insofar as this is possible, to the extent the anonymity of the Personal Information shall be kept confidential by Clarity Wave / Teamcredible, and not shared with Customer;

2.4.8. assist the Customer (at the Customer’s reasonable cost), to comply with the following obligations under the GDPR or UK GDPR, taking into account the nature of Processing and information available to Clarity Wave / Teamcredible, including:

• notification and assistance to Customer without undue delay, in accordance with the provision set forth in Section 9 of the Privacy Policy, and notification to the Data Protection Regulator and Data Subjects of a Data Incident, as defined in the Privacy Policy, with regards to Customer Personal Information transmitted, stored or otherwise Processed; and
• the Customer’s obligations to carry out data protection impact assessments and any subsequent consultation with the Data Protection Regulator;

2.4.9. make available to Customer or an independent third party auditor mandated by the Customer (but not being a competitor of Clarity Wave / Teamcredible), at the Customer’s reasonable cost, to a maximum of once a year or when a breach of Customer Personal Information is reasonably suspected, all reasonable information that Clarity Wave / Teamcredible deems necessary to demonstrate compliance with the obligations imposed on Clarity Wave / Teamcredible under Section 2 of this Data Processing Addendum, and allow for and contribute to audits, including inspections for the sole purpose of demonstrating such compliance; and

2.4.10. unless required by law, at Customer’s request following termination or expiry of the General Terms for whatever reason, at the Customer’s reasonable cost, securely delete all of the Customer Personal Information.

3. INSTRUCTIONS FOR PROCESSING OF CUSTOMER PERSONAL INFORMATION Clarity Wave / Teamcredible will Process Customer Personal Information in accordance with the following instructions:

Clarity Wave / Teamcredible’s
GDPR Commitment

The EU General Data Protection Regulation (GDPR) has been a significant piece of the privacy landscape since 2018, and Site Opps, Inc. (Clarity Wave / Teamcredible) is here to support you in meeting its requirements.

What Is GDPR?

GDPR is setting the standard for how organizations collect, use, and protect EU citizens’ personal information. With the growing concern for data safety, this law is designed to foster public confidence in data privacy.

GDPR Implications For Your Organization

Whether or not your organization is based in the EU, all businesses that control or process personal information of EU citizens must do so in accordance with GDPR requirements.

As an employer, this means that you are responsible for ensuring that the personal information of your EU citizen employees is processed in accordance with GDPR requirements.

Because of this, you are also responsible for ensuring that any workplace service providers that you use will process the personal information of your EU citizen employees in accordance with GDPR requirements.

Clarity Wave / Teamcredible’s Commitment of Support Towards Your Organization’s GDPR Compliance

Clarity Wave / Teamcredible is committed to supporting you in ensuring that your use of our workplace tool meets GDPR requirements.

Here are some of the measures that Clarity Wave / Teamcredible has put in place to reflect that commitment:

1. Clarity Wave / Teamcredible’s Contractual Terms Reflect GDPR Requirements
   Clarity Wave / Teamcredible has prepared a Data Processing Addendum that contains the GDPR contractual requirements. Where applicable, this Data Processing Addendum is incorporated into our Terms of Service, available at https://www.claritywave.com/terms-of-service/. Our contractual commitments relevant to GDPR are that:
   • Clarity Wave / Teamcredible will be transparent and never use your employees’ personal information other than as instructed by you,
   • Clarity Wave / Teamcredible will maintain appropriate technical and organizational security measures to protect your employees’ personal information,
   • Clarity Wave / Teamcredible will assist you with requests from your employees regarding their personal information that is processed using our services.
2. Clarity Wave / Teamcredible will Continue to improve its security infrastructures
   Clarity Wave / Teamcredible is committed to maintaining appropriate technical and organizational security measures to protect your employees’ personal information in line with GDPR requirements. Our commitments to maintaining our security measures are as follows:
   • Clarity Wave / Teamcredible ensures that, to the extent possible, your employees’ personal information is pseudonymized,
   • Clarity Wave / Teamcredible ensures that your employees’ personal information is encrypted, both in transit and at rest,
   • Clarity Wave / Teamcredible has measures in place to ensure the ongoing confidentiality, integrity, availability, and resilience of Clarity Wave / Teamcredible processing systems and services,
   • Clarity Wave / Teamcredible can restore the availability and access to your employees’ personal information in a timely manner in the event of a physical or technical incident, and
   • Clarity Wave / Teamcredible is putting in place a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures to ensure the security of your employees’ personal information.
3. For more details regarding Clarity Wave / Teamcredible’s commitment to invest in its security infrastructures, we invite you to read our Data Processing Addendum.
4. Clarity Wave / Teamcredible Complies With GDPR International Data Transfer Mechanisms
   GDPR does not require personal information of EU citizens to be stored in the EU. GDPR does, however, require transfers of EU citizens’ personal information outside of the EU to comply with certain international data transfer standards. One of these standards is that prior to transferring an EU citizen’s personal information to a third country, the European Commission must have decided that the third country ensures an adequate level of protection. Clarity Wave / Teamcredible is committed to ensuring that all transfers of your employees’ personal information are and will be in compliance with the required international data transfer standards. Clarity Wave / Teamcredible is located in the US and is subject to US privacy laws.
   As your data processor, Clarity Wave / Teamcredible transfers your employees’ personal information to only two third-party subprocessors : our data center provider and our database service management provider. Clarity Wave / Teamcredible has Standard Contractual Clauses in place with each of its sub processors with whom we work continuously to meet privacy and security standards and improve technical and organizational safeguards.
5. Clarity Wave / Teamcredible’s Products Are Designed to Help You Meet Your GDPR Requirements
   Clarity Wave / Teamcredible is committed to making every effort to build product features that help you meet your GDPR requirements.Clarity Wave / Teamcredible ensures that you can meet the GDPR data portability requirements by providing, among others, features that permit you to export employees’ personal information.

Clarity Wave / Teamcredible is here for you. Please contact us at https://www.claritywave.com/contact/  if you have any GDPR-specific questions.

Clarity Wave / Teamcredible’s
POPIA Acknowledgement
(South Africa)

1. You acknowledge that Clarity Wave / Teamcredible will be required to Process certain Personal Information on your behalf for the purpose of fulfilling this Mandate, and by accepting these Standard Terms and Conditions you hereby provide your voluntary and informed consent to Clarity Wave / Teamcredible for all Processing of your Personal Information for this Clarity Wave / Teamcredible undertakes that in Processing your Personal Information we shall comply with the provisions and obligations imposed on us by applicable legislation relating to data protection in South Africa, including POPIA and any regulations implementing or made under or pursuant to it. You further acknowledge that Clarity Wave / Teamcredible may share your Personal Information across the Clarity Wave / Teamcredible from time to time, and agree that your voluntary and informed consent extends to include such sharing of your Personal Information. We will delete or de-identify the Personal Information that we have collected from you pursuant to fulfilling this Mandate if it is no longer needed for any purpose related to fulfilling this Mandate. You have the right to request access to and correction of the Personal Information that we have collected from you pursuant to fulfilling this Mandate.
2. Clarity Wave / Teamcredible may be required to transfer your Personal Information to locations outside of South Africa. Such transfers will occur in compliance with applicable local law relevant to the source of the information, but may result in a transfer of your Personal Information to a jurisdiction that does not have the same or a better level of data protection compared to South Africa. To the extent that such transfer is required or is necessary to fulfill this Mandate, you hereby provide your voluntary and informed consent to the transfer of your Personal Information by Clarity Wave / Teamcredible outside of South Africa.
3. Clarity Wave / Teamcredible may from time to time source certain of your Personal Information from third parties in order to discharge its obligations in terms of this Mandate and you hereby agree that your voluntary and informed consent extends to the sourcing of such Personal To the extent that such Personal Information is sourced from third parties, Clarity Wave / Teamcredible will only Process such Personal Information in terms of this Mandate.
4. Clarity Wave / Teamcredible may be required to process Special PI or that of a minor child in order to fulfill its obligations in terms of this Mandate, and you hereby agree that your voluntary and informed consent extends to the Processing of such information and that you are competent to provide such consent.
5. Failure to provide Clarity Wave / Teamcredible with your Personal Information may result in Clarity Wave / Teamcredible being unable to discharge its obligations in terms of this Mandate and may further preclude Clarity Wave / Teamcredible from complying with various legislative requirements.
6. You are hereby notified of your right to lodge a complaint to the Information Regulator via e-mail at IR@justice.gov.za and Clarity Wave / Teamcredible undertakes to provide you with the contact details of the Information Regulator, which may change from time to time, upon request.