Last Updated: [Insert Date]
This master subscription agreement (hereinafter "MSA") is an agreement between you or the entity that you represent (hereinafter "You" or Your" or "The Customer" or "Controller") and NobleDialer, publisher of the NobleDialer dialer service (hereinafter "NobleDialer" or "Service"). The MSA governs your usage of NobleDialer and any other website published by NobleDialer from the date of signing up for the application. By signing up to NobleDialer, you agree to the terms of this agreement.
In this Agreement, except to the extent expressly provided otherwise:
2.1 The Customer and NobleDialer have decided to go into an agreement where NobleDialer will be in charge of supplying and maintaining NobleDialer, a dialer service. Details of the products, services, obligations and their prices are described in a separate "product, service and pricing agreement".
2.2 NobleDialer shall perform services for the controller in accordance with the "product, service and pricing agreement".
As personal data will be processed on behalf of the Controller and according to his instructions for this matter, the services are commissioned data processing in accordance with applicable data protection regulations.
3.1 Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter ("Initial Term").
3.2 Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, a "Renewal Term"), unless a Party gives written notice of termination to the other Party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.
3.3 Early Termination Without Cause. Both parties shall have the right to terminate this Agreement at any time for any or no reason by giving thirty (30) days' prior written notice to The Customer. In such case, from and following the date of termination of this Agreement, each Party's rights and obligations under this Agreement shall terminate, except the Customer's obligation to pay the fees accrued prior to the termination of this Agreement immediately. The Customer acknowledges it is not entitled to receive any refund of any paid amounts on the license costs. If any, the remaining Top-up credits, once adjusted to any other pending payments, are refundable.
3.4 For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days' opportunity for the breaching Party to cure such breach. In such case, from and following the date of termination of this Agreement, each Party's rights and obligations under this Agreement shall terminate, except the Customer's obligation to pay the fees accrued prior to the termination of this Agreement immediately. The Customer acknowledges it is not entitled to receive any refund of any paid amounts on the license costs upon termination. If any, the remaining Top-up credits, once adjusted to any other pending payments, are refundable.
3.5 Effect of Termination. From the last day of the month following the date of termination of this Agreement each Party's rights and obligations under this Agreement shall terminate other than The Customer's obligation to pay entirely the overdue accrued prior to the termination of this Agreement. NobleDialer will refund within thirty (30) days following the termination any unused top-up credit amount, net of unpaid bills and bank transfer charges.
4.1 All prices exclude travel, lodging, transport and shipment, applicable taxes, duties, licenses, fees, excises or tariffs etc. Those charges are The Customer's responsibility and invoices will include all such applicable charges.
4.2 Any payments due hereunder shall be grossed up for any non-refundable withholding tax imposed on The Customer by a governmental entity.
4.3 NobleDialer reserves the right to modify its standard Price List at any time. Modifications will be effective from the date on which written notice is provided by NobleDialer to the Customer.
4.4 NobleDialer will invoice for all amounts due hereunder as described in the "product, service and pricing agreement". The Customer agrees to pay said invoices according to the terms in the same "product, service and pricing agreement". All amounts remaining unpaid on the due date shall be subject to a late payment penalty.
5.1 NobleDialer warrants and undertakes to employ and document reasonable and appropriate technical and organizational security measures for the data processing.
5.2 In the event of major changes in the security measures, but at least once a year NobleDialer may supply an update of the documentation of these technical and organizational Measures.
5.3 NobleDialer shall support the Controller upon request in creating the list of security operations according to applicable data protection regulations and in keeping it up to date as far as the processing operations and the employed technical and organizational measures are affected.
5.4 Correction, erasure and blocking of data. NobleDialer shall not correct, erase or block personal data provided by the Controller unless the Controller instructs him to do so.
6.1 NobleDialer hereby confirms that he knows and is aware of the relevant data protection regulations. NobleDialer's internal operating procedures shall comply with the specific requirements of an effective data protection management.
6.2 NobleDialer warrants and undertakes that all employees involved in the dialer service procedures are familiar with the relevant data protection regulations. NobleDialer assures that those employees are bound to maintain confidentiality as provided by applicable data protection regulations.
6.3 If required by law NobleDialer appoints a data protection officer and informs the Controller about his contact details.
6.4 Personal data processed for different Controllers shall be processed separately.
6.5 NobleDialer shall at all times have in place an individual who is responsible for assisting the Controller and shall share this individual's name upon request.
6.6 NobleDialer shall take no steps to any enquiry received from data subjects or Third Parties except on written instructions by the Controller.
7.1 The list of companies that provide substantial Services for NobleDialer on a contractual basis and are considered as subcontractors can be communicated at any time by simply sending an email to: dataprivacy (at) nobledialer (dot) com
7.2 The engagement of further subcontractors is only allowed if the Controller has given its prior consent.
7.3 NobleDialer ensures that the subcontractor's processing is carried out under a written contract imposing on the subcontractor the same obligations imposed on NobleDialer under this agreement.
8.1 The Processor shall allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller in respect of the compliance of the Processor's processing of Controller Personal Data with the Data Protection Laws and this Clause.
8.2 If, upon completion of the foregoing, the Controller is not reasonably satisfied with the security measures taken according to clause 3 of this contract, then upon the controller's reasonable advance request, NobleDialer will provide the Controller with system test results for the Controller's review of NobleDialer's compliance with the obligations set forth in this agreement.
9.1 NobleDialer shall promptly notify the Controller of any failures, errors or inaccuracies in the operating procedures which implicate menace to personal data provided by the Controller as well as of any suspicion of data protection infringements committed by employees, the subcontractor or other Third Parties which concern personal data provided by the Controller.
10.1 The Controller is solely responsible for compliance with applicable data protection provisions. He is liable for the admissibility of the data processing and for the protection of the data subjects' rights.
10.2 The Controller is entitled to give instructions to NobleDialer on the extent, type and methods of the data processing.
10.3 NobleDialer shall process the personal data provided by the Controller exclusively on behalf of the Controller and in accordance with his instructions.
10.4 NobleDialer shall promptly notify the Controller if he believes that an instruction of the Controller does not comply with the applicable legal provisions of data protection.
Modification of Agreement. This Agreement may be amended through the mutual agreement of Parties in writing.
Assignment. Either Party can assign this Agreement to an entity controlling, controlled by, or under common control with, that Party (each being an "Affiliate"). Assignments to non-Affiliate entities shall be subject to the other Party's written consent.
No Waiver. Either Party's failure to enforce the other Party's strict performance of any provision of this Agreement will not constitute a waiver of the first Party's right to subsequently enforce such provision or any other provision of this Agreement.
Both Parties warrant that at all times during the Term they will comply with all applicable laws and regulations. During the Term and after termination of this Agreement for any reason whatsoever, The Customer expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of NobleDialer.
We warrant that our service is provided on an "as is" basis. NobleDialer does not make any warranties - expressed or implied - beyond what is explicitly stated in this agreement.
You warrant that you will use the service in accordance with the usage policies outlined in Section 2 and the policies mentioned throughout this Agreement. You also warrant that you will not use the service to do anything unlawful.
Each party represents and warrants that it has the legal power to enter into this Agreement and will obey the factors and clauses stated in this Agreement.
We disclaim all warranties of any kind. Except as expressly provided herein, either party makes no warranties of any kind, express, implied, statutory or otherwise. You use the Service solely on your own risk.
Using the Services for illegal purposes or spamming is strictly prohibited. It is your responsibility to comply with the laws of the jurisdictions you operate in.
IN NO EVENT SHALL NOBLEDIALER, NOR THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS OR ANY OTHER REPRESENTATIVE SHALL BE LIABLE TOWARDS THE OTHER PARTY OR TOWARDS ANY THIRD PARTY, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS TERMINATION. NOTWITHSTANDING ANY OTHER CIRCUMSTANCES, EITHER PARTY'S ENTIRE LIABILITY TO THE CUSTOMER UNDER THIS AGREEMENT SHALL NOT EXCEED $100 U.S. FOR ANY AND ALL CLAIMS FOR DAMAGES OF ANY KIND MADE BY THE OTHER PARTY UNDER THIS AGREEMENT.
By agreeing to this Agreement, you agree to indemnify and hold harmless NobleDialer, our employees, suppliers and affiliates from and against any losses, damages, fines and expenses, arising out of or relating to any claims that you have used the Service in violation of any law.
Each of the Parties guarantees that all information of a confidential nature received from the other Party before, during and after the conclusion of the Agreement shall remain confidential.
A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure.
This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties' respective obligations and commitments herein.
All notices relating to this Agreement shall be delivered via email (with return receipt) or next-day mail to the addresses detailed in the Cover Page.
Any dispute arising out of or in connection with this contract shall be referred to and finally resolved by arbitration.
We may communicate with you through emails, newsletters and service announcements. You can unsubscribe from our Newsletter but you will not be able to opt-out from receiving service announcements and administrative messages.
NobleDialer is a trademark of NobleDialer. You agree not to display or use, in any manner, the NobleDialer trademark without our prior permission.
This Agreement supersedes any previous Agreement to which you and NobleDialer may have been bound. This Agreement may be modified by NobleDialer in its sole discretion from time to time and such modifications will become part of this Agreement and will be effective once posted by NobleDialer on the Website.
BOTH PARTIES REPRESENT AND WARRANT THAT THEY HAVE FULL POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM THEIR OBLIGATIONS HEREUNDER, AND THAT THE PERSON WHO'S SIGNATURE APPEARS IS DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE PARTY.