This Data Processing Agreement (“DPA”) forms part of the Platform Provider Agreement (“Agreement”) between Playstream Media or any other entity that directly or indirectly controls, is controlled by, or is under common control with Playstream Media (“Playstream”), and Publisher (collectively the “Parties”) whereby Playstream will use commercially reasonable efforts to provide its digital advertising services to Publisher (the “Services”).
This DPA reflects the Parties’ responsibilities and obligations with respect to the terms governing the processing of Personal Data during the performance of the Agreement. This DPA is incorporated into the Agreement and is subject to its terms and conditions. In the event of any conflict between the terms of the Agreement and the terms of this DPA, the relevant terms of this DPA shall take precedence. This DPA shall be effective for the Services Period established under the Agreement. Any capitalized terms not defined herein shall have the respective meanings given to them in the Agreement.
Data Subject Requests
Playstream shall notify Publisher of any Data
Subject Request (access, rectification, erasure, objection, etc.) and assist where legally
permitted. If Publisher cannot fulfill the request directly via the Services, Playstream
shall provide reasonable support at Publisher’s expense.
Playstream shall ensure personnel engaged in Processing Personal Data are trained, informed of confidentiality obligations, and access is limited to what is necessary.
Publisher may request an audit, up to once per year, of Playstream’s procedures relevant to the protection of Personal Data but only as required under applicable Data Protection Laws. Publisher shall reimburse Playstream for any time expended for any such audit. The amount of reimbursement shall be based on the personnel and time required to perform the audit. Before the commencement of any such on-site audit, Publisher and Playstream shall mutually agree upon the scope, timing, and duration of the audit, in addition to the reimbursement for which Publisher shall be responsible. Publisher shall promptly notify Playstream with information regarding any perceived noncompliance discovered during the course of an audit, and Playstream shall use commercially reasonable efforts to address any confirmed non-compliance.
Upon termination of the Services, Playstream shall return or delete Personal Data upon request, unless legally required to retain it. Publisher must remove all Playstream-related tags/code; failure to do so will result in Publisher being liable for any resulting issues.
Each party’s liability under this DPA is subject to the Limitation of Liability clause of the Agreement. Any reference to liability includes that of affiliated parties and sub-processors under this DPA.
Except as otherwise required by law, Playstream will promptly notify Publisher of any subpoena, judicial, administrative, or arbitral order of an executive or administrative agency, regulatory agency, or other governmental authority (“Demand”) that it receives, and which relates to the Processing of Personal Data. At Publisher’s request, Playstream will provide Publisher with reasonable information in its possession that may be responsive to the Demand and any assistance reasonably required for Publisher to respond to the Demand in a timely manner. Publisher acknowledges that Playstream has no responsibility to interact directly with the entity making the Demand.
Playstream will maintain administrative, technical, and physical safeguards to ensure the integrity, confidentiality, and availability of Personal Data.
This DPA does not grant rights or benefits to any third party not part of the Agreement.
Playstream and Publisher mutually represent and warrant that: (i) the person executing this DPA on its respective behalf has the legal authority to bind such party, and (ii) it has right, power, and authority to: (a) enter into this DPA, (b) make the representations and warranties contained herein, and (c) commit to and perform the respective duties, obligations, and covenants set forth hereunder. Without limiting the foregoing, the choice of law and venue clause section of the Master Agreement will apply to any disputes arising out of this DPA.
This Agreement constitutes the entire Agreement between the parties with respect to the subject matter of this Agreement. This Agreement supersedes all previous agreements between the parties relating to the subject matter hereof. No provision of this Agreement will be deemed waived, amended, or modified by either party, unless such waiver, amendment, or modification is made in writing and signed by both parties. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, including but not limited to a change in law(s), such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
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