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Terms Of Use

Effective Date: 1st February 2024

These Terms of Use (“Terms”) describe the terms under which Konnectify Inct (“Konnectify” “Us”, “We”, “Our”) provides a subscriber (“You”, “Your”, “Yourself”) access to and use of Our Services. By accessing and/or using Our Service,

1.1 You agree to be bound by these Terms and acknowledge having read the Privacy Policy located here https://www.konnectify.co/legal/privacy

‍1.2 You warrant to Us that You are aged 18 years or above and are competent to enter into this agreement.

1.3 That, in the event You are entering into these Terms on behalf of any entity/company or its group, You possess the requisite authority to bind such entities, company, or its groups to these Terms.

You and Konnectify shall be hereinafter collectively be referred to as “Parties” and individually as “Party”.

1. Definitions

Account means any accounts or instances created by You or on Your behalf for access and use of the Services.

‍API means the application programming interfaces developed, enabled by or licensed to Konnectify that permit certain functionalities provided by the Services.

‍Customer Data means all electronic data, text, messages, personal data or other materials, including without limitation Personal Data of Users and End Users, submitted to the Services by You through Your Account in connection with Your use of the Services.

‍Confidential Information means all information disclosed by one Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information which
(a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party;
(b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party;
(c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure;
(d) is obtained by the receiving party from a third-party without a breach of such third-party’s obligations of confidentiality;
(e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or
(f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.

‍Documentation means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by Konnectify to You or Your Users through the Services or otherwise.

‍End User: means any person or entity other than You or Your Users with whom You interact using the Service(s).

‍Order Form means any service order form specifying the Services provided, particular features and functionalities in the Services that You wish to avail.

‍Personal Data means any information relating to an identified or identifiable natural person that is submitted by You to the Services as part of Customer Data.

‍Process means any operation or set of operations that is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

‍Sensitive Personal Information means information that relates to an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation.  It also includes information about an individual's criminal offenses or convictions, as well as any other information deemed sensitive under applicable data protection laws.

‍Services means the cloud-based proprietary collaborative customer onboarding platform of Konnectify and any new services that Konnectify may introduce as a Service to which You may subscribe to, and any updates, modifications or improvements thereto, including individually and collectively, the API, Software and any Documentation.

‍Software means any software provided by Konnecitfy (either by download or access through the internet) that allows You to use any functionality in connection with the Service(s).

‍Subscription Charges mean all charges associated with Your Account and use of the Services.

‍Subscription Plan means the pricing plan and any limitations for the Services that You have subscribed to.

‍Subscription Term means the period during which You have agreed to subscribe to the Services as specified in the relevant Order Form or as mentioned in a relevant Subscription Plan.

‍Third-Party Services shall mean third-party application(s) or service(s) integrating with the Services through APIs or otherwise enabled through the Services.

‍User means a designated user within the Services, including an Account administrator, employee, shareholder, auditor, lawyer, founder, and other designated users.

Website(s) shall mean the websites owned and operated by Konnectify, including konnectify.co 

2. Your rights

Subject to Your compliance with these Terms and solely during the Subscription Term, You have the limited, non-exclusive, revocable right to access and use the Services for your internal business purposes in accordance with the Subscription Plan set forth in an Order Form.

3. Your Obligations

3.1.Your Account: Your access and use of the Service(s) is restricted to the specified number of individual Users mentioned in the relevant Order Form executed between Yourself and Konnectify. Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual.

3.2.Acceptable Use: You agree not to
(a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Services available to any third-party, other than Users in furtherance of your internal business purposes as expressly permitted by these Terms;
(b) modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks;
(c) violate any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Konnectify;
(d) use the Services to store or process any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; or
(e) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means);

3.3.You represent and warrant to Konnectify that You own or have the necessary rights to transmit the Customer Data to Konnectify and that doing so does not violate any applicable law, proprietary or privacy rights. 

4. Services

4.1.Any enhancements, new features, or updates (“Updates”) to the Services are also subject to these Terms and Konnectify reserves the right to deploy Updates at any time.
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4.2.The Services may temporarily be unavailable due to scheduled downtime for upgrades and maintenance, in which case Konnectify shall use commercially reasonable endeavors to notify You in advance.
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4.3.Notwithstanding anything to the contrary contained elsewhere, Konnectify shall not be liable for unavailability of the Services caused by circumstances beyond Konnectify’s reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Konnectify’s reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third-parties, including without limitation, distributed denial of service attacks.

5. Intellectual Property Rights

5.1. Except for the rights granted to You under clause 2, all rights, title, and interest in and to all intellectual property and/or proprietary rights, title, and interest in or related to the Services, including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how shall belong to and remain exclusively with Konnectify.
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5.2.You own the rights to the Customer Data that You provide to Konnectify. Konnectify does not claim ownership over such Customer Data. Konnectify shall have a right and license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations, or other feedback it receives from You.

5.3. Konnetify reserves its rights to re-use any and all techniques and know-how gathered by Konnectify while providing the Services to You.
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5.4.All rights not expressly provided to You herein are reserved.

6. Third party services

You acknowledge and agree that Your use of Third-Party Services will be subject to the terms and conditions and privacy policies of such third-party and that Konnectify shall not be liable for Your enablement, access, or use of such Third-Party Services, including for the processing of Customer Data by such third-party. You should contact that Third-Party Service provider for any issues arising in connection with the use of such Third-Party Service.

7. Charges and Payments

7.1. Subscription Charges: Unless otherwise mentioned in an Order Form, the Subscription Charges are due in full and payable in advance, in accordance with clause 7.2, when You subscribe to the Services. The Subscription Charges shall be specified on Our Website(s) or in an Order Form.

7.2.Payment: You hereby authorize Konnecitfy or Konnecitfy’s authorized agents, as applicable, to bill You upon Your subscription to the Services (and any renewal thereof). Unless otherwise stated in an Order Form, Your payment is due within seven (07) days of Konnectify’s invoice date.

7.3.Refunds: Unless otherwise specified in these Terms, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Services by You.

7.4.Late Payments/Non-payment of Subscription Charges: Konnectify will notify You if Konnectify does not receive payment towards the Subscription Charges within the due date for Your Account. Konnectify must receive payments within a maximum of five (05) days from the date of Konnectify’s notice. If Konnectify does not receive payment within the foregoing time period, in addition to its right to other remedies available under law, Konnectify may
(i) charge an interest for late payment @ 1.5% per month and/or;
(ii) suspend Your access to and use of the Services until Konnectify receives Your payment towards the Subscription Charges as specified herein and/or;
(iii) terminate Your Account.

‍7.5.Applicable Taxes: Unless otherwise stated, the Subscription Charges 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”).

8. Terms, Termination, Suspension

8.1.The Subscription Term shall be as set forth in the relevant Order Form.
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8.2.Termination by You: You may terminate your Account and subscription to the Services at any time, but will remain liable for all Subscription Charges for the Subscription Term.  Unless Your Account and subscription to the Services is terminated, Your subscription to the Services will renew for a Subscription Term equivalent in length to the then-expiring Subscription Term at Konnectify’s then-prevailing Subscription Charges.

8.3.Termination and Suspension by Konnectify: In addition to suspension for late payment or non-payment of Subscription Charges, Konnectify may in its discretion, suspend or terminate Your access to and use of the Your Account or the Services if You are in violation of the terms of these Terms. Konnectify will notify You of activities that violate these Terms and provide You with a period of thirty (30) days to cure or cease such activities (“Cure Period”). If You do not cure or cease such activities within the said Cure Period or if Konnectify believes that Your breach of these Terms cannot be cured, Your Account shall be terminated immediately. Further, Konnectify also reserves the right to terminate Your Account at any time by written notice due to business reasons which shall include discontinuation of the Services. 

8.4.Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate these Terms with notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.

8.5.Effect of Terminating Your Account: Following the termination of Your Account either by You or Konnectify, You may request us to reinstate your Account within thirty (30) days of the effective termination of Your Account (“Data Retention Period”). Beyond the Data Retention Period, Konnectify reserves the right to delete all the Customer Data in its possession.

9. Confidentiality

9.1.Confidentiality obligations: Each of the Parties will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each of the Parties protects its Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted under these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this sub-section shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of any Confidential Information, and such agreement shall have no further force or effect with respect to the Confidential Information.

10. Data protection and privacy

10.1.You understand and acknowledge that, in connection with the use of the Services, Konnectify may Process any Personal Data in accordance with these Terms and Konnectify’s Privacy Policy. Additionally, any Personal Data that originates from the EEA, United Kingdom, and/or Switzerland shall be processed in accordance with the terms of the DPA.

10.2. Konnectify may Process Customer Data to provide, maintain, and improve the Services, or prevent or address any technical problems, or at Your request in connection with support requests.

10.3. Konnectify may perform analytics on Customer Data to improve, enhance, support and operate the Services and compile statistical reports and record insights.

10.4.You shall not disclose (and shall not permit any individual to disclose) any Sensitive Personal Information to Us for Processing.

10.5.We shall ensure that any person We authorize to Process Customer Data shall protect the Customer Data in accordance with Our confidentiality obligations under these Terms.

10.6.You acknowledge and agree that We may access or disclose information about You, Your Account, and Users, including Customer Data, in order to
(a) comply with the law or respond to lawful requests or legal process; or
(b) prevent any infringement of group companies’ or Our customers’ proprietary rights.
Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.

10.7.We shall use appropriate technical and organizational measures to protect the Customer Data as specified in applicable laws. The measures used are designed to provide a level of security appropriate to the risk of Processing the Customer Data.

10.8. We shall, without undue delay, notify You of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data processed by Us. We shall reasonably assist You, at Your expense, in meeting Your obligations under applicable data protection laws.

11. Disclaimer of warranties

11.1. The services, including all server and network components are provided on an “as is” and “as available” basis. All express or implied representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, accuracy or non-infringement, are hereby excluded. 

11.2 You acknowledge that Konnectify does not warrant that the access to the service, which is provided over the Internet and various telecommunications networks, all of which are beyond Konnectify’s control, will be uninterrupted, timely, secure, error-free, or free from viruses or other malicious software.

12. Limitation of liabilities

To the fullest extent permitted by applicable law, in no event will either party, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damanges (including, without limitation, damages for lost profits, lost revenue, lost sales, lost goodwill, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, except payment obligations of you even if either party has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, Konnectify’s aggregate liability and that of its affiliates, officers, directors, employees, agents, suppliers, or licensors, relating to the service, will be limited to an amount equal to twelve (12) months of the subscription charges paid for the services prior to the first even or occurrence giving rise to such liability. 

13. Indemnification

13.1.Indemnification by You: You will indemnify and hold Konnectify harmless against any claim brought by a third-party against Konnectify, and its respective employees, officers, directors and agents arising from Your acts or omissions in connection with clause 3 of these Terms provided that
(a) Konnecitfy promptly notifies You of the threat or notice of such a claim,
(b) You have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and
(c) Konnectify fully cooperates with You in connection therewith. You will have no obligation or liability with respect to any such claim arising out of the gross negligence or wilful misconduct of Konnectify.

13.2.Indemnification by Konnectify: Subject to the Customer’s compliance with this Agreement, Konnectify will indemnify and hold the Customer harmless, from and against any claim brought against the Customer by a third-party alleging that the Services subscribed to infringes or misappropriates such third-party’s valid patent, copyright, or trademark (an “IP Claim”). Konnectify shall, at its expense, defend such IP Claim and pay damages finally awarded against the Customer in connection therewith, including the reasonable fees and expenses of the attorneys, provided that
(a) the Customer promptly notifies Konnectify of the threat or notice of such IP Claim;
(b) Konnectify has or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and
(c) Customer fully cooperates with Konnectify in connection therewith. Konnectify will have no liability or obligation with respect to any IP Claim if such claim is caused by
(i) compliance with designs, data, instructions, or specifications provided by the Customer;
(ii) modification of the Services by anyone other than Konnectify; or
(iii) the combination, operation, or use of the Services with other hardware or software where the Services would not by themselves be infringing.

If use of the Services by the Customer has become, or in Konnectify’s opinion is likely to become, the subject of any IP Claim, Konnectify may at its own option and expense
(a) procure for the Customer the right to continue using the Services as set forth hereunder;
(b) replace or modify the Services to make it non-infringing; or
(c) if options (a) or (b) are not commercially and reasonably practicable as determined by Konnectify, terminate the Customer’s subscription to the Services and repay the Customer, on a pro-rated basis, any Subscription Charges the Customer has previously paid Konnectify for the corresponding unused portion. This clause states Konnectify’s sole, exclusive, and entire liability to the Customer and constitutes the Customer’s sole remedy with respect to an IP Claim brought by reason of access to or use of the Services.

14. Miscellaneous

14.1.Assignment: Any rights or obligations hereunder may be assigned by Konnectify without the prior written consent of the other Party. However, You shall not assign any rights or obligations hereunder without the prior written consent of Konnectify. These Terms bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

14.2.Entire Agreement: These Terms together with any supplementary terms, constitute the entire agreement and supersede any and all prior agreements between You and Konnectify with regard to the subject matter hereof. These Terms shall prevail over the terms or conditions in any purchase order or other order documentation You or any entity that You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof.  In case of a conflict between these Terms and an Order Form, these Terms shall prevail. In case of a conflict between two Order Forms, the Order Form later in date shall prevail.

14.3.Amendment: We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You of any material revisions not less than five (5) days prior to the effective date of any amendments to these Terms and Your continued use of the Services following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment. You can review the most current version of the Terms at any time by visiting this page.

14.4.Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Konnectify’s non-exercise of any right under any provision of these Terms does not constitute a waiver of that right or provision of these Terms.

14.5.Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the Parties.

14.6.Survival: All clauses which, by their nature, are intended to survive, including without limitation clauses 1 (Definitions), 5 (Intellectual Property Rights), 7 (Charges and Payment), 9 (Confidentiality), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14 (Miscellaneous) shall survive any termination of Konnectify’s agreement with respect to use of the Services by You. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.

14.7.Notices and Consent to Electronic Communications: All notices to be provided by Konnectify to You under these Terms may be delivered in writing
(i) by nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by You on any Order Form while subscribing to the Services; or
(ii) electronic mail to the e-mail address provided for Your Account. Konnectify’s address for a notice to Konnectify in writing by Courier is 32 Tidal Way, San Mateo, CA 94401 with a CC to support@konnectify.co for electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.

14.8.Publicity Rights: You hereby grant Konnectify the right to identify Yourself as Konnectify’s customer on Konnectify’s websites and/or marketing collateral and to include Your use of the Services in case studies.

14.9.Governing Law and Dispute Resolution: These Terms shall be governed by the laws of the State of California, USA, without regard to conflict of law principles. Any disputes or differences arising under, relating to, or connected with these Terms shall be resolved by mediation first, failing which they shall be resolved by final and binding arbitration administered by the American Arbitration Association, in accordance with its commercial arbitration rules for the time being in force. The arbitration shall be presided by a sole arbitrator appointed mutually by the Parties. The Parties agree that the courts situated in the State of California shall have exclusive jurisdiction over any dispute that arises from these Terms.

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15. Data Protection Addendum

This Data Protection Addendum ("Addendum") between Konnectify Inc. (“Konnectify”) and the Customer (as defined in the Agreement) forms part of the Konnectify Inc. Terms of Service set forth at https://www.konnectify.co/legal/terms-and-conditions or such other written or electronic agreement incorporating this Addendum, in each case governing Customer’s access to and use of the Services (the “Agreement”).

Customer enters into this Addendum on behalf of itself and any Affiliates authorized to use the Services under the Agreement and who have not entered into a separate contractual arrangement with Konnectify. For the purposes of this Addendum only, and except where otherwise indicated, references to "Customer" shall include Customer and such Affiliates.

The Parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Agreement.

15.1.Definitions

15.1.1.In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

  1. “Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Customer or Konnectify (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
  2. "Customer Personal Data" means any Personal Data provided by or made available by Customer to Konnectify or collected by Konnectify on behalf of Customer which is Processed by Konnectify to perform the Services;
  3. "Controller to Processor Contractual Clauses" means the standard contractual clauses for cross-border transfers published by applicable Data Protection Laws or any similar such clauses adopted by a data protection regulator relating to Personal Data transfers to Third Countries, including without limitation any successor clauses thereto;
  4. "Data Protection Laws" means any local, state, or national law regarding the processing of Personal Data applicable to Konnectify in the jurisdictions in which the Services are provided to Customer, including, without limitation, privacy, security, and data protection law;
  5. "Services" means the services to be supplied by Konnectify to Customer or Customer’s Affiliates pursuant to the Agreement; and
  6. “Third Country” means countries that, where required by applicable Data Protection Laws, have not received an adequacy decision from an applicable authority relating to cross-border data transfers of Personal Data, including regulators such as the European Commission, UK ICO, or Swiss FDPIC.

15.1.2.The terms “Business”, “Business Purpose”, “commercial purpose”, “Contractor”, "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process", "Processor", “Sell”, “Service Provider”, “Share”, “Subprocessor”, "Supervisory Authority", and “Third Party” have the same meanings as described in applicable Data Protection Laws and cognate terms shall be construed accordingly.

15.1.3.Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the Agreement.

15.2.Roles of the Parties

15.2.1.The Parties acknowledge and agree that with regard to the Processing of Customer Personal Data, and as more fully described in Annex 1 hereto, Customer acts as a Business or Controller, and Konnectify acts as a Service Provider or Processor. This Addendum shall apply solely to the Processing of Customer Personal Data by Konnectify acting as a Processor, Subprocessor, or Third Party (as specified in Annex 1).

15.2.2.The Parties expressly agree that Customer shall be solely responsible for ensuring timely communications to Customer's Affiliates or the relevant Controller(s) who receive the Services, insofar as such communications may be required or useful in light of applicable Data Protection Laws to enable Customer's Affiliates or the relevant Controller(s) to comply with such Laws.

15.3.Description and Purpose of Personal Data Processing

15.3.1.In Annex 1 to this Addendum, the Parties have mutually set out their understanding of the subject matter and details of the Processing of the Customer Personal Data to be Processed by Konnectify pursuant to this Addendum. The Parties may make reasonable amendments to Annex 1 on mutual written agreement and as reasonably necessary to meet those requirements. Annex 1 does not create any obligation or rights for any Party.

15.3.2.The purpose of Processing under this Addendum is the provision of the Services pursuant to the Agreement and any Order Form(s).

15.4.Data Processing Terms

15.4.1.Customer shall comply with all applicable Data Protection Laws in connection with the performance of this Addendum and the Processing of Customer Personal Data. In connection with its access to and use of the Services, Customer shall Process Customer Personal Data within such Services and provide Konnectify with instructions in accordance with applicable Data Protection Laws. As between the Parties, Customer shall be solely responsible for compliance with applicable Data Protection Laws regarding the collection of and transfer to Konnectify of Customer Personal Data. Customer agrees not to provide Konnectify with any data concerning a natural person's health, religion or any special categories of data as per applicable laws.

15.4.2.Konnectify shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data and Konnectify shall:

  1. Process the Customer Personal Data for the purposes of the Agreement and for the specific purposes in each case as set out in Annex 1 to this Addendum and otherwise solely on the documented instructions of Customer, for the purposes of providing the Services and as otherwise necessary to perform its obligations under the Agreement. The Agreement, this Addendum, and Customer’s use of the Services’ features and functionality are Customer’s written instructions to Konnectify in relation to Processing Customer Personal Data, including as follows:
    1. Konnectify shall use, retain, disclose, or otherwise Process Customer Personal Data only on behalf of Customer and for the specific business purpose of providing the Services and in accordance with Customer’s instructions, including as described in the Agreement. Konnectify shall not Sell or Share Customer Personal Data, nor use, retain, disclose, or otherwise Process Customer Personal Data outside of its business relationship with Customer or for any other purpose (including Konnectify’s commercial purpose) except as required or permitted by law. Konnectify shall immediately inform Customer (a) if Konnectify determines that it is no longer able to meet its obligations under Data Protection Laws or (b) if, in Konnectify's opinion, an instruction infringes applicable Data Protection Laws. Customer reserves the right to take reasonable and appropriate steps to ensure Graphite’s Processing of Customer Personal Data is consistent with Customer’s obligations under Data Protection Law and discontinue and remediate unauthorized use of Customer Personal Data;
    2. Konnectify shall have rights to process Customer Personal Data solely (i) to the extent necessary to (a) perform the Business Purposes and its obligations under the Agreement; (b) operate, manage, test, maintain and enhance the Services including as part of its business operations; (c) to disclose aggregate statistics about the Services in a manner that prevents individual identification or re-identification of Customer Personal Data, including without limitation any individual device or individual person; and/or (d) protect the Services from a threat to the Services or Customer Personal Data; or (ii) if required by court order of a court or authorized governmental agency, provided that prior notice first be given to Customer; (iii) as otherwise expressly authorized by Customer;
    3. Konnectify will not combine Customer Personal Data which Konnectify Processes on Customer’s behalf, with Personal Data which it receives from or on behalf of another person or persons, or collects from its own interaction with individual, provided that Graphite may combine personal information to perform any Business Purpose permitted or required under the Agreement to perform the Services;
  2. implement and maintain measures designed to ensure that Konnectify personnel authorized to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality unless disclosure is required by law or professional regulations;
  3. implement and maintain the technical and organizational measures set out in the Agreement, and, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement and maintain any further commercially reasonable and appropriate administrative, technical, and organizational measures designed to ensure a level of security appropriate to the risk of the Processing of Customer Personal Data, and specifically:
  1. pseudonymization and encryption of Customer Personal Data;
  2. ensuring ongoing confidentiality, integrity, availability and resilience of Konnectify’s processing systems and services that process Customer Personal Data;
  3. restoring availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident; and
  4. regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of the Customer Personal Data.
  1. Customer hereby agrees that Konnectify is generally authorized to engage and appoint Sub-processors, and specifically the Sub-processors listed in Annex 2 hereto, subject to Konnectify's:
    1. notifying Customer at least thirty (30) calendar days in advance oof any intended changes or additions to its Sub-processors listed in Annex 2 by emailing notice of the intended change to Customer;
    2. including data protection obligations in its contract with each Sub-processor that are materially the same as those set out in this Addendum; and
    3. remaining liable to Customer for any failure by each Sub-processor to fulfill its obligations in relation to the Processing of the Customer Personal Data.

In relation to any notice received under section 4.2(d)(i), Customer shall have a period of 30 (thirty) days from the date of the notice to inform Konnectify in writing of any reasonable objection on data protection grounds to the use of that Sub-processor. The parties will then, for a period of no more than 30 (thirty) days from the date of Customer's objection, work together in good faith to attempt to find a commercially reasonable solution for Customer which avoids the use of the objected-to Sub-processor. Where no such solution can be found, either Party may (notwithstanding anything to the contrary in the Agreement) terminate the relevant Services immediately on written notice to the other Party, without damages, penalty or indemnification whatsoever (but without prejudice to any fees incurred by Customer prior to termination);

  1. to the extent legally permissible, promptly notify Customer in case of any legally binding requests (i.e., disclosures required by law, court order, or subpoena) for disclosure of Customer Personal Data by Konnectify. In case if it is not legally binding then Customer Personal Data would not be disclosed and Konnectify will notify the Customer of such request rejection. A record of all legally binding disclosure requests relating to Customer Personal Data shall be maintained.
  2. to the extent legally permissible, promptly notify Customer of any communication from a Data Subject regarding the Processing of Customer Personal Data, or any other communication (including from a Supervisory Authority) relating to any obligation under the applicable Data Protection Laws in respect of the Customer Personal Data. Konnectify will not respond to any such request or complaint unless expressly authorized to do so by Customer or is otherwise required to respond under applicable Data Protection Laws. Taking into account the nature of the Processing, Konnectify will reasonably assist Customer (or the relevant Controller) by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer's, Customer's Affiliates' or the relevant Controller(s)' obligation to respond to requests for exercising the data subject's rights. Customer agrees to pay Konnectify for time and for out-of-pocket expenses incurred by Konnectify in connection with the performance of its obligations under this Section 4.2(e);
  3. upon Konnectify's becoming aware of a Personal Data Breach involving Customer Personal Data, notify Customer without undue delay, of any Personal Data Breach involving Customer Personal Data, such notice to include, to the extent reasonably available to Konnectify, all timely information reasonably required by Customer (or the relevant Controller) to comply with its data breach reporting obligations under the applicable Data Protection Laws. Konnectify shall further take all such measures and actions as are necessary to remedy or mitigate the effects of such Security Incident and shall keep Customer reasonably informed of developments concerning Customer Personal Data;
  4. to the extent required by the applicable Data Protection Laws, provide reasonable assistance to Customer, Customer's Affiliates' or the relevant Controller(s)' with its obligations pursuant to applicable Data Protection Laws taking into account the nature of the Processing and information available to Konnectify; Customer agrees to pay Konnectify for time and for out of pocket expenses incurred by Konnectify in connection with any assistance provided in connection with applicable laws;
  5. cease Processing the Customer Personal Data upon the termination or expiry of the Agreement, and at option of Customer, Customer's Affiliates or the relevant Controller(s) either return or delete (including by ensuring such data is in non-readable format) all copies of the Customer Personal Data Processed by Konnectify, unless (and solely to the extent and for such period as) applicable law requires Konnectify to retain some or all  of the Customer Personal Data. Any such Customer Personal Data retained shall remain subject to the obligations of confidentiality set forth in the Agreement; and
  6. Konnectify shall maintain the necessary records in support of demonstrating compliance with its obligations (as specified in the applicable contract) for the processing of Customer Personal Data carried out on behalf of the Customer.
  7. make available to Customer all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections, by Customer, or an independent third party auditor mandated by Customer, provided that Customer gives Konnectify reasonable prior notice of its intention to audit, conducts its audit during Konnectify’s normal business hours, and takes all reasonable measures to prevent unnecessary disruption to Konnectify’s operations. For the purposes of demonstrating compliance with this Addendum under this Section 4.2(i), the Parties agree that in the first instance, once per year during the term of the Agreement (except if and when required by instruction of a competent Supervisory Authority or where Customer believes a further audit is necessary due to a Personal Data Breach concerning Customer Personal Data suffered by Konnectify), Konnectify will provide to Customer responses to cybersecurity and other assessments and only where Customer cannot establish Konnectify’s compliance with this Addendum from Konnectify’s responses shall Customer request to inspect Konnectify’s processing operations. Customer agrees to pay Konnectify for time and for out of pocket expenses incurred by Konnectify in connection with assistance provided in connection with such audits, responses to cybersecurity and other assessments.

15.5.Restricted Transfers

15.5.1.The parties agree that when the transfer of Customer Personal Data from Customer and/or any of its Affiliates (as exporter) to Konnectify (as importer) is a Restricted Transfer and relevant Area Law applies, the transfer shall be subject to the appropriate Controller to Processor Contractual Clauses.

15.6.Precedence

15.6.1.The provisions of this Addendum are supplemental to the provisions of the Agreement. In the event of any inconsistency between the provisions of this Addendum and the provisions of the Agreement, the provisions of this Addendum shall prevail. In the event that any provision of this Addendum and/or the Agreement contradicts, directly or indirectly, the Controller to Processor Contractual Clauses, the Controller to Processor Contractual Clauses will control.

15.7.Indemnity

15.7.1.To the extent permissible by law, Customer shall (a) defend Konnectify and its Affiliates (collectively, “Indemnified Parties”) from and against any and all claims, demands, suits, or proceedings made or brought against any of the Indemnified Parties by any third party (each, a “Claim”), and (b)  indemnify and hold harmless the Indemnified Parties from and against any and all  losses, damages, liabilities, fines and administrative fines, penalties, settlements,  and costs and expenses of any kind (including, without limitation, reasonable legal, investigatory and consultancy fees and expenses) incurred or suffered by any of the Indemnified Parties, in each case arising from any breach by Customer of this Addendum or of its obligations under applicable Data Protection Laws. Konnectify may participate in the defense and/or settlement of a Claim under this Section 7.1 with counsel of its choosing at its own expense.

15.8.Severability

15.8.1.The Parties agree that, if any section or sub-section of this Addendum is held by any court or competent authority to be unlawful or unenforceable, it shall not invalidate or render unenforceable any other section of this Addendum.

15.9.Miscellaneous.

15.9.1.The Addendum considers the following and follows:

  1. Privacy by Design and default
  2. Achieving security of Processing
  3. Notification of breaches involving Customer Personal Data to the relevant Supervisory Authority
  4. Notification of breaches involving Customer Personal Data to Customer
  5. Conducting Privacy Impact Assessment where appropriate and required by applicable Data Protection Law
  6. Assurance of Konnectify’s assistance by if prior consultations with relevant Supervisory Authorities are needed and required by applicable Data Protection Laws.

15.9.2.Konnectify shall comply with all statutory and regulatory requirements, ISO 27001:2013, ISO 27701:2019 and DPDPA requirements.

15.9.3.In the event a Data Subject wishes to exercise its data subject rights under applicable Data Protection Law, including, but not limited to, a data subject’s right of access, correction and/or erasure of its Personal Data in Konnectify’s control, the Data Subjects can submit such request done by contacting Konnectify’s  Data Protection Officer (DPO) below. Also for raising concerns and/or any complaints related to the Customer Personal Data that can be done by contacting the Data Protection Officer below:

Name: Mr.Karthik

Email ID: karthik@konnectify.co

15.9.4.There are no Temporary files getting generated during processing.