Effective Date: September 1, 2023
These Customer Terms and Conditions are entered into by and between Session Rewind Inc ("Session Rewind") and the Customer identified in the applicable Order. By executing a Session Rewind proposal or other ordering document which references these Terms, or completing Session Rewind's standard online ordering process (each, an "Order"), you or the entity you represent ("Customer") agree to be bound by and a party to these Terms (together with all Orders, this "Agreement") to the exclusion of all other terms.
(a) Purpose and Permissions. Session Rewind will retain, use and disclose the Customer Data for the sole purpose of performing the Services and for no other purpose without Customer's prior written approval. Without limiting the generality of the foregoing, Customer hereby permits Session Rewind to use Customer Data for Sessions and Recording Services during the Subscription Period.
(c) Data Protection. Each party shall implement and maintain an information security program comprised of reasonable physical, technical and organizational safeguards designed to protect the security, integrity and confidentiality of Data against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access. Such information security program may include: (i) reasonable physical security controls with respect to all premises in which Data will be processed and/or stored by such party; (ii) reasonable precautions taken with respect to the employment of and access given to Data to such party's personnel; and (iii) a network security program that includes (A) policies and procedures to address: network security, virus protection, protection of information in transit, change controls, segregation of duties, separation of production and development environments, technical architecture management, audit logs, network segregation, and vulnerability assessments; (B) testing and auditing of all controls; and (C) appropriate corrective action and incident response plans. If a party determines that unauthorized access, acquisition, disclosure or use of Data provided to it by the other party has occurred (each a "Security Incident"), then such party shall promptly give the other party Notice of such event and shall reasonably cooperate with such other party's investigation of such event. If such event triggers any third-party notice requirements, the party undergoing the Security Incident shall be solely responsible for the timing, content, cost and method of any such notice and compliance with all applicable laws.
(d) EU Resident Data; State Privacy Rights. If any Data will be processed under this Agreement that relates to (i) residents of the European Union and is subject to the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council ("GDPR"), (ii) residents of the State of California and is subject to the California Consumer Privacy Act, as amended by the California Privacy Rights Act of 2020 (the "CPRA"), or (iii) residents of Virginia and is subject to the Virginia Consumer Data Protection Act ("VCDPA"), the parties will also enter into the data processing addendum available at SessionRewind.com/dpa (the "DPA"), as updated from time to time, by entering into this Agreement. The terms of the DPA will be incorporated into this Agreement.
EXCEPT FOR EACH PARTY'S OBLIGATIONS UNDER SECTION 11 (INDEMNITY) OR A PARTY'S BREACH OF SECTION 8 (CONFIDENTIALITY) OR SECTION 4 (EMPLOYEES AND DEPENDENTS; DATA RIGHTS), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR: (A) ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA OR DATA USE, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY LIABILITY IN EXCESS OF THE AMOUNT PAID BY CUSTOMER TO Session Rewind UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE GIVING RISE TO SUCH LIABILITY. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE AMOUNT STATED HEREIN REFLECTS THE ALLOCATION OF RISKS AND THE LIMITATIONS OF EITHER PARTY'S LIABILITY HEREUNDER. THE FOREGOING LIMITATIONS FORM AN ESSENTIAL BASIS FOR THIS AGREEMENT AND SHALL SURVIVE REGARDLESS OF THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE.