All Things Legal
To make things simple we have put all the legal things in one place for our organizers, venues, users, and everyone else. While the lawyers had their way with some of the legalese we won the battle making most of this make sense to the common eye. After all, we started with a passion for building great user experiences so we wanted this to be no different.
DATA PROCESSING AGREEMENT
With respect to provisions regarding Processing of Personal Data, in the event of a conflict between the Agreement and this DPA, the provisions of this DPA shall control. In the event of a conflict between this DPA and any other provision of the Agreement between you and us, this DPA will control; except where Organizer and TorkHub have individually negotiated data processing terms that are different from this DPA and which meet the requirements of applicable Data Protection Laws in full, in which case those negotiated terms will control.
“Data Protection Laws” means all laws or regulations related to the privacy, confidentiality and security of Personal Data.
“Business,” "Data Controller," "Data Processor," "Data Subject," "Processing," "Personal Data," and “Service Provider” shall have the meanings ascribed to them in applicable Data Protection Laws.
"Data Security Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to, Personal Data Processed by TorkHub on Organizer’s behalf as part of Organizer’s use of the Services.
“Sell” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Personal Data to a third party, other than to a sub-processor pursuant to Section 2, for monetary or other valuable consideration.
“Services” means any services provided by TorkHub to Organizer, as defined in the TorkHub Terms of Service of any other applicable services agreement between Organizer and TorkHub.
"Technical and Organizational Security Measures" means reasonable security measures implemented by TorkHub appropriate to the type of Personal Data being Processed on Organizer’s behalf and the Services being provided by TorkHub designed to protect Personal Data against unauthorized or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure.
1. Applicability of DPA and scope of data processing activities.
1.1 In using TorkHub's Services, Organizer acts as a Business and is a Data Controller of the Personal Data associated with an individual using TorkHub Services, or on whose behalf an individual is using TorkHub Services, to register for or purchase a ticket to attend such Organizer's event ("User"). Organizer represents and warrants that it has provided any necessary notices and if required, obtained any necessary consents related to the collection of such Personal Data from the User and Organizer has the right to share such Personal Data with TorkHub.
1.2 Where TorkHub Processes the Personal Data of Users on behalf of Organizer as part of the Services, TorkHub is a Data Processor or Service Provider in performing such Processing and Organizer is the Data Controller or Business. This includes circumstances where TorkHub obtains Personal Data as a result of the provision of its core ticketing services (for example, where TorkHub facilitates the transmission of emails to Users at the request of Organizers, processes payments, or provides event reports and tools to enable Organizers to gain insights into the effectiveness of various sales channels).
In respect of some processing of Users' Personal Data, TorkHub may act as a Data Controller or Business, for example, where Users have engaged with aspects of TorkHub's Applications beyond those relating to Organizer's event or where Users' Personal Data is Processed by TorkHub to conduct research and analysis to enable TorkHub to improve its products and features and provide targeted recommendations. With regard to such processing, TorkHub is an independent Data Controller and not a joint Data Controller with Organizer.
To the extent that TorkHub processes Personal Data as a Data Processor or Service Provider on behalf of Organizer, Section 2 of this DPA shall apply, however, when TorkHub is acting as a Business or Data Controller of Users' Personal Data, TorkHub's processing shall not be subject to this DPA.
1.3 Details about the Personal Data to be processed by TorkHub and the Processing activities to be performed under the Agreement are as follows: (i) duration - as set out in the Agreement; (ii) nature, purpose and subject matter - to enable Organizer to organize and promote events and manage ticketing using TorkHub Services; (iii) data categories - name, email address, billing and payment information, information related to events booked and attended, relationship to Organizer and any other Personal Data that Organizer requests of its Users; (iv) data subjects - Users.
2. Data processing clauses.
2.1 Whenever TorkHub processes Personal Data on behalf of Organizer, TorkHub shall:
2.1.1 Process Personal Data only on the documented instructions of Organizer, unless required to do otherwise by applicable law. TorkHub shall inform Organizer of the legal requirement before processing Personal Data other than in accordance with Organizer's instructions, unless that same law prohibits TorkHub from doing so on important grounds of public interest. TorkHub will not retain, use, disclose or Sell Personal Data except as necessary to perform TorkHub’s obligations under the Agreement, or as otherwise permitted by Applicable Law. Organizer will ensure that its instructions comply with all laws, regulations and rules applicable to the Personal Data, and that TorkHub’s processing of such Personal Data will not cause TorkHub to violate any applicable law, regulation or rule, including Data Protection Laws. TorkHub will notify Organizer, if in its opinion, an instruction is in breach of applicable Data Protection Laws. Organizer hereby instructs TorkHub, and TorkHub hereby agrees, to process Personal Data as necessary to perform TorkHub's obligations under the Agreement and for no other purpose, unless otherwise specified in this DPA or required to comply with the law or other binding governmental order. In the event that this DPA or any actions to be taken or contemplated in performance of this DPA do not or would not satisfy either party’s obligations under applicable Data Protection Laws, the parties shall negotiate in good faith upon an appropriate amendment to this DPA;
2.1.2 Have in place Technical and Organizational Security Measures which include, but are not limited to, the measures described here: https://www.TorkHub.com/security/;
2.1.3 Notify Organizer in the event of a Data Security Breach without undue delay, unless otherwise prohibited by law or otherwise instructed by a law enforcement or data protection authority. In the event of any Data Security Breach, TorkHub, in its sole discretion, may provide data breach notification to affected data subjects directly. Where TorkHub does not provide such notification, TorkHub shall provide reasonable assistance, where required by applicable Data Protection Laws and at Organizer’s request, to enable Organizer to comply with its data breach obligations as a Data Controller or Business;
2.1.4 Ensure that its personnel are subject to binding obligations of confidentiality with respect to Personal Data of Users Processed by TorkHub on Organizer’s behalf;
2.1.5 Impose obligations on its sub-processors that have access to Personal Data of Users Processed by TorkHub on Organizer’s behalf that are the same as or equivalent to those set out in this Section 2 by way of written contract, and remain fully liable to Organizer for any failure by a sub-processor to fulfill its obligations in relation to such Personal Data;
2.1.6 Provide reasonable assistance to Organizer in responding to individual rights requests or other communications received under applicable Data Protection Laws from any applicable data protection authority or User who is the subject of any Personal Data processed by TorkHub on Organizer’s behalf. In the event that a User submits a Personal Data deletion request to TorkHub, Organizer hereby instructs and authorizes TorkHub to delete or anonymize the User's Personal Data on Organizer's behalf;
2.1.7 Upon Organizer's written request, make available to Organizer all information reasonably necessary to demonstrate its compliance with the obligations set out in this Section 2, provide reasonable assistance with privacy and data protection impact assessments and related consultations of data protection authorities, and allow for and co-operate with any audits. Any on-site audits shall be: (i) permitted only on reasonable advance notice to TorkHub; (ii) subject to appropriate confidentiality undertakings; and (iii) limited to once every three (3) years and only in order to evaluate a specific suspected deficiency after exhausting all other reasonable means; and
2.1.8 Except for that Personal Data with respect to which TorkHub acts as a Data Controller or Business, return, delete, or destroy (at Organizer's election) the Personal Data of Users processed on Organizer’s behalf and copies thereof, at Organizer's request (unless applicable law requires the storage of such Personal Data).
2.2 Organizer hereby consents and authorizes TorkHub to disclose or transfer Personal Data to, or allow access to Personal Data by, TorkHub's current sub-processors (i.e. those listed on TorkHub's website on the Effective Date of this DPA or the Agreement, whichever is later) ("Current Sub-Processors") to process Personal Data on Organizer’s behalf.
2.3 Organizer hereby consents to TorkHub appointing additional and replacement sub-processors ("Replacement Sub-Processors") to process Personal Data on Organizer’s behalf. TorkHub shall: (i) give notice to Organizer of the identity of Replacement Sub-Processors via TorkHub's website (Organizer is responsible for regularly checking and reviewing TorkHub's website for any such changes and TorkHub's website shall be the sole means of TorkHub communicating any such changes); and (ii) give Organizer the opportunity to object to such changes that take place after the Effective Date of the Agreement, in accordance with the terms that follow in Section 2.4 of this DPA.
For the avoidance of doubt, any termination rights available herein shall only apply in the instance of objections to Replacement Sub-Processors appointed after the Effective Date of this DPA that are not remedied in accordance with the terms herein, and shall not apply in relation to Current Sub-Processors.
2.4 Organizer shall raise any objection to the appointment of Replacement Sub-Processors within ten (10) days of TorkHub posting the changes on its website. Organizer shall send its objection to privacy@TorkHub.com with the subject line 'Objection to Replacement Sub-Processor'.
Provided that Organizer's objection: (i) concerns the Replacement Sub-Processor's ability to allow TorkHub to materially comply with its data protection obligations under this DPA; and (ii) includes sufficient detail to support its objection and provides specific examples, TorkHub will then use commercially reasonable efforts to review and respond to Organizer's objection within thirty (30) days of receipt of Organizer's objection with TorkHub's determined method of accommodation.
If TorkHub determines in its sole discretion that it cannot reasonably accommodate Organizer's objection, upon notice from TorkHub, Organizer may choose to terminate the Agreement by providing written notice to TorkHub, and complying with the terms herein, which shall be Organizer's sole and exclusive remedy. Without limiting the generality of the foregoing, Organizer's termination right under this Section 2.4 will be deemed an additional termination right of Organizer under the "Term and Termination" Section of the Agreement (if any) and if exercised will be deemed a termination pursuant to such Section. Such written notice must be sent to legal@TorkHub.com and must specifically reference this Section 2.4 of the DPA. The day TorkHub receives an Organizer's written termination notice under this Section 2.4 will be referred to as the "Objection Date" in this DPA. Should Organizer choose to terminate the Agreement as a result of a Replacement Sub-Processor, then nothing in this Section 2 shall relieve Organizer from any of its payment and/or repayment obligations to TorkHub under the Agreement.
Without limiting TorkHub's other rights and remedies, if Organizer terminates the Agreement pursuant to this Section 2.4, then Organizer will immediately pay to TorkHub (1) all amounts accruing and owed to TorkHub, including, without limitation, obligations to pay and/or repay TorkHub for Fees, Sponsorship Payments, Advances, and/or Advance payments of Event Registration Fees, as such terms are defined in the Agreement and only to the extent applicable to Organizer, (2) if the Agreement includes a minimum number of tickets Organizer must sell, a minimum amount of Event Registration Fees or TorkHub Services Fees that must be processed (each such sales or processing threshold, a "Minimum Threshold"), and/or a requirement to pay TorkHub the portion of Service Fees TorkHub would have received had a Minimum Threshold been met, then Organizer agrees to pay TorkHub an amount equal to (x) the amount that TorkHub would have received in Service Fees had the Minimum Threshold been met in each year of the term up to the date of such termination (with such Minimum Threshold prorated as to any partial year of the Term), less (y) the amount that TorkHub actually received in Service Fees attributable to Organizer's sales during the Term up to the date of such termination; and (3) 80% of the anticipated Fees TorkHub would have earned during the remainder of the Term had the Agreement not been terminated with respect to (x) events on sale on the Site as of the Objection Date, and (y) any future events contemplated under the Agreement intended to go live in the ninety (90) days following the Objection Date.