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Terms & Conditions

FLIPSIDE PRODIGY INC. d/b/a AGENCY ACCESS.COM
AGREEMENT TO TERMS AND CONDITIONS OF USE

THESE TERMS AND CONDITIONS OF USE CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND FLIPSIDE PRODIGY INC. d/b/a AGENCY ACCESS.COM.

IN GENERAL

The terms and conditions of use (“Terms of Use”) specified here govern the use of this Website and the services provided through the Website (the “Website Services” by Agency Access.com (Agency Access), which owns and operates the Website. PLEASE READ THE TERMS OF USE CAREFULLY AND IN THEIR ENTIRETY BEFORE CONTINUING TO USE THE WEB SITE.

Agency Access provides a database along with services that allow the direct purchaser of a Subscription access to a database containing information that may be useful to its needs. Access is based upon the Subscription purchased by the subscriber for promoting a single person, artist or business, so long as, and conditioned upon, acceptance of the Terms of Use and agreement to be bound by them in their entirety for as long as the subscriber has access to the resources.

By using the Website Services, you (sometimes referred to in your status as the “Subscriber”) consent to all of the Terms of Use specified here, and agree to be bound by them.

Agency Access reserves the right, at its discretion, to change, modify, add or remove all or part of the Terms of Use at any time (see “UPDATES” below).

As used throughout the Terms of Use, the word “Subscription” is intended to include as the context requires, “membership,” “subscription,” “annual subscription,” and “annual subscription service.”

OWNERSHIP OF WEBSITE AND ITS CONTENT

This Website is owned and operated by Agency Access. All of the information and content featured or displayed on the Website (the “Content”), including, but not limited to, listings of artists, representatives, advertising agencies, design studios, corporate art departments and support services, text, graphics, photographs, images, illustrations and software, is owned by or licensed to Agency Access or its advertisers.

TRADEMARKS

"Agency Access", "agencyaccess.com" and the Agency Access or agencyaccess.com logos are trademarks and trade names (the “Trademarks”) of Flipside Prodigy Inc., which you cannot use without our prior specific written permission. Nothing on the Website shall be construed as granting a license or right to use Agency Access’ Trademarks without its permission.

LISTING PRODUCTS AND SUBSCRIPTION

Agency Access offers access to its database of creative professionals in advertising, editorial, book publishing, graphic design, major corporate marketing departments and other related support services. A Subscriber may purchase listings under a full access subscription service, if the Subscriber purchases a full-access subscription the subscriber enters into a purchase agreement with Agency Access.

A Subscription permits the Subscriber to view information regarding the listings and offers direct contact information for creative personnel at advertising agencies, design firms, interactive/multimedia design firms, magazine and book publishers, and in‑house corporate art departments.

The Subscription also offers further detail including titles and e‑mail if available, and the contact's buying habits. All information accessible with the Subscription may be downloaded.

Agency Access seeds its mailing to detect possible violation, fraud and unauthorized distribution.

TERM

Unless otherwise specified, the agreement between the Subscriber and Agency Access is for an initial period of 12 months (the "initial term").

UPDATES

Agency Access reserves the right to update, add, delete, revise and change the Terms of Use at any time. Such changes are effective, and the Subscriber is bound by such changes, when the Subscriber "clicks" the accept button on the agencyaccess.com website, or 30 days from the date the changes are posted to the Website, whichever occurs sooner.

SUBSCRIBER REQUIREMENTS

Agency Access requires the Subscriber to use the data and information obtained on the Website in compliance with any and all applicable U.S. Federal and State laws, rules and regulations, including, but not limited to, those concerning fax broadcasts, e‑mail transmissions, and direct marketing. A person who violates such laws, rules or regulations may be subject to civil and criminal penalties. The Subscriber shall abide by current business practices respecting the privacy of consumers and shall not imply to an individual that any specific information is known about that individual.

The Subscriber shall keep confidential user names, passwords, contacts, lists, and any other information derived from the Subscriber’s use of the database and the Agency Access website. The Subscriber shall not allow any individual or entity to use or view any of the contacts or information derived from the Subscriber's relationship with Agency Access. The Subscriber shall not supply or enter any information into the database that is false, defamatory, harmful, viral in nature, vindictive or negative in any way. The Subscriber shall not use any information obtained from Agency Access for an illegal purpose or for any purpose that can be reasonably construed as objectionable.

The Subscriber agrees to protect user names and passwords. If a User ID is misplaced or is delivered to another individual, or the Subscriber allows another individual to use, view or access the database, the Subscriber shall be liable for the purchase of a full membership and any fees, including, but not limited to attorneys’ fees, incurred by Agency Access to investigate and retrieve the membership cost, and the cost of a duplicate subscription and any remedy awarded to Agency Access under law or equity.

GRANT OF LICENCE

Subject to the Subscriber’s acceptance of, and compliance with, the Terms of Use, Agency Access hereby licenses to the Subscriber the use of the database and services.

The Subscriber may access to the database to:

The Subscriber shall not:

Upon termination of this agreement, the Subscriber shall immediately discontinue using any information, software or other materials provided to the Subscriber by Agency Access. The Subscriber shall return or destroy any items relating to the services and products rovided by Agency Access (including but not limited to data, media, software, hardware and electronic and printed documentation). The Subscriber shall purge any data from all stationary and removable computer storage devices and media containing data.

The Subscriber shall indemnify and hold Agency Access harmless from any unlawful use, misappropriation, or action arising from the Subscriber's use or reproduction of material obtained from the database.

Any information, software or other material provided to the Subscriber by Agency Access is for limited use and shall be confined within the limited use. The Subscriber shall not alter or construe the information for the purpose of changing its original meaning or representation.

From time to time, the database may be temporarily inoperable due to essential updating, maintenance, updating of the Terms of Use, modification, investigative procedures or enhancements. In the event of inoperability due to essential updating, maintenance, investigation, modification or enhancements, Agency Access is not liable for the denial of access to the database or other services. Agency Access reserves the right to change any or all of the content of the database. Agency Access reserves the right to change the format or the way a list is viewed or delivered to a Subscriber.

The Subscriber’s access to the database and website may be suspended or terminated upon any of the following occurrences:

The Subscriber indemnifies and holds Agency Access harmless from any action taken by any individual or entity against Agency Access or the Subscriber arising from the Subscriber's actions. The Subscriber guarantees payment of any Subscription costs, fees or penalty incurred by another person based upon the Subscriber's violation of the Terms of Use.

The Subscriber shall abide by the terms of Agency Access' Security Policy (see “SECURITY” below). The Subscriber shall not, except with written consent from Agency Access, use or permit the use of the information from the database:

COPY APPROVAL


The Subscriber must deliver to Agency Access the content of any advertisement the Subscriber wishes for Agency Access to broadcast (the "Copy") at least three days before the desired email broadcast date. All Copy is subject to Agency Access's approval. Agency Access reserves the right to reject any Copy that advertises or promotes any product or service, including, but not limited to, illegal activity, illegal products, illegal product paraphernalia, sexual paraphernalia, adult films or other media, weapons, illicit activities, chain letters, pyramid fund raising, or similar types of material. Notwithstanding Agency Access’ reservation of this right, Agency Access is not liable for any failure to advise the Subscriber of the nature of any such Copy.

DETAILS OF BROADCAST


The email messages broadcast by Agency Access shall identify the source of the recipient's data collection and shall contain an opt‑out feature that allows the recipient to electronically communicate a desire to be removed from the Agency Access database.

HARDWARE SOFTWARE AND DATABASE

Agency Access shall obtain and maintain the computer hardware and software necessary to perform its obligations under the Terms of Use. Such hardware and software shall not be dedicated hardware or software. Nothing in the Terms of Use grants the Subscriber or any other person any right, title or interest in or to Agency Access’ database, hardware or software.

TERMS OF PAYMENT

The Subscriber shall pay the fees charged by Agency Access in accordance with the scheduled specified on the sign up form.

Agency Access does not offer refunds of any type (see “LIMITATION OF LIABILITY” below). If the Subscriber fails to pay the full amount of the charges detailed in any Agency Access invoice within 30 days of such invoice, the unpaid amount shall accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate allowed by law, if lower. The Subscriber shall pay all of Agency Access' costs of collection, including, without limitation, Agency Access' reasonable attorneys' fees if applicable.

The Subscriber shall make payment in full or according to a payment plan agreed to and approved by Agency Access, of the Subscription, prior to use and/or access to the database. If the Subscription is not paid or the payment is dishonored by the financial institution to which the payment was presented, the Subscriber shall reimburse Agency Access for fees incurred, and shall immediately pay in full for any outstanding balance. The Subscriber authorizes Agency Access to charge the Subscriber's account for any fee incurred due to a dishonored payment or the Subscriber's violation of the Terms of Use. Failure to pay upon request or if payment is declined shall result in immediate suspension of the Subscriber’s user name and password. Failure to pay any outstanding balance may result in legal action against the Subscriber and any person who is presumed to have had access to the account. If access is granted to a non‑customer, Agency Access has the right to full reimbursement of the cost of a full-access Subscription, and costs of collection, including, but not limited to, reasonable attorneys’ fees.

DISCLAIMERS AND LIMITATIONS OF WARRANTIES

THIS WEB SITE AND ITS CONTENT IS PROVIDED "AS IS." AGENCY ACCESS EXCLUDES AND DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. AGENCY ACCESS IS NOT LIABLE FOR DAMAGES OF ANY KIND ARISING FROM USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. THE SUBSCRIBER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO THE SUBSCRIBER'S USE OF THIS WEBSITE. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER AGENCY ACCESS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS ARE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES) ARISING OUT OF SUBSCRIBER'S USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF THIS WEBSITE OR THE CONTENT ON THIS WEBSITE, WHETHER OR NOT AGENCY ACCESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Agency Access uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, but it makes no representations or warranties as to the Content's accuracy, correctness or reliability. Agency Access will not knowingly promote or display inaccurate information, provided it has actual knowledge of its inaccuracy. Agency Access will correct or remove inaccurate information within a reasonable time after receiving actual notice of its inaccuracy.

THIRD PARTY LINKS

There may be links to other websites from the Agency Access website. Such other websites are not owned, operated or controlled by Agency Access, and Agency Access is not responsible for content contained on any such website or for any loss incurred as the result of a Subscriber’s use of such website. The Subscriber waives any and all claims against Agency Access regarding its inclusion of links to outside websites or the use of those websites.

LIMITATION OF LIABILITY

AGENCY ACCESS DOES NOT GUARANTEE RESULTS. IN NO EVENT SHALL AGENCY ACCESS BE LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSE (INCLUDING LOST PROFITS). THE LIMIT OF AGENCY ACCESS' LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) FOR ANY AND ALL CLAIMS RELATED TO THESE TERMS OF USE SHALL NOT IN THE AGGREGATE EXCEED THE FEES PAID TO AGENCY ACCESS BY THE SUBSCRIBER.

INDEMNIFICATION

The Subscriber shall indemnify, defend and hold harmless Agency Access against all third party claims, actions and liabilities (including all reasonable costs, expenses and attorneys' fees) arising from or in connection with (a) Subscriber's products or services or the content of the Subscriber's Copy, including, without limitation, any claim alleging any violation of a third party's intellectual property rights; or (b) Subscriber's breach of any of its obligations, representations or warranties under the Terms of Use. Agency Access shall promptly notify the Subscriber in writing of all such claims and shall accommodate the Subscriber's reasonable requests for cooperation and information.

RELATIONSHIP OF THE PARTIES

Agency Access and the Subscriber are independent contractors, and there is no partnership or agency relationship between them.

SECURITY

A user of this website (the "Site") is prohibited from violating or attempting to violate the security of the Site, by (a) accessing information not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including but not limited to, submitting a virus to the Site, overloading, "flooding," "spamming," "mail‑bombing" or "crashing."

The user understands that for security purposes and to ensure that the Site remains available to all users, all network traffic is monitored to identify unauthorized attempts to upload or change information, or otherwise cause damage or conduct criminal activity. To protect the Site from unauthorized use and to ensure that the Site and the Agency Access Systems (the "Systems") are functioning properly, a user is subject to having its activities monitored and recorded by authorized personnel. Anyone using this Site or the Systems expressly consents to such monitoring and acknowledges that if such monitoring reveals evidence of possible abuse or criminal activity, Agency Access may provide the results of such monitoring to the appropriate government officials. Except for users who voluntarily provide Agency Access with personally-identifying information and except for authorized enforcement investigations, no attempt is made to identify individual users or their usage habits.

Violations of Site or System security may result in civil or criminal liability. Agency Access will investigate occurrences that may involve such violations and will cooperate with law enforcement authorities in prosecuting a user involved in such violations. A user shall not use any device, software, script or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site. A user shall not use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site, other than the search engine and search agents available from Agency Access and other generally-available third party web browsers (for example, Netscape Navigator, Microsoft Explorer). Agency Access does not warrant the comprehensiveness, completeness, or accuracy of its databases or lists.

FORCE MAJEURE

A "Force Majeure Event" means an act or event, whether foreseen or unforeseen, that meets all three of these tests: (1) the act or event prevents a party (the "Nonperforming Party"), in whole or in part, from performing its obligations under the Terms of Use or satisfying any conditions to the other party’s obligations under the Terms of Use (the other party being referred to as the “Performing Party”); (2) the act or event is beyond the reasonable control of and not the fault of the Nonperforming Party; (3) the Nonperforming Party is unable to avoid or overcome the act or event by the exercise of due diligence. In furtherance of the definition of Force Majeure Event and not in limitation of that definition, each of the following acts and events is deemed to meet the foregoing tests and to be a Force Majeure Event: war, flood, lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon, tornado, explosion, civil disturbance, act of God or the public enemy, terrorist act, military action, epidemic, famine or plague, shipwreck, action of a court or public authority, unavailability of materials, equipment or other items that is caused by a Force Majeure Event, or strike, work‑to‑rule action, go‑slow or similar labor difficulty, each on an industry‑wide, region‑wide or nationwide basis. Economic hardship, changes in market conditions or insufficiency of funds are not Force Majeure Events.

If a Force Majeure Event occurs, the Nonperforming party is excused from (i) whatever performance is prevented by the Force Majeure Event to the extent prevented; and (ii) satisfying whatever conditions precedent to the Performing Party's obligations that cannot be satisfied, to the extent they cannot be satisfied. However, a Force Majeure Event does not excuse any obligation by the Subscriber to make any payment required under the Terms of Use

The relief offered by this force majeure provision is the exclusive remedy available to the Nonperforming Party with respect to a Force Majeure Event. The parties waive the common law defenses of impossibility and impracticability with respect to the Force Majeure Events and any event or act that might be deemed a force majeure event under the common law.

GENERAL PROVISIONS

Specific Performance. The Subscriber recognizes that a breach of this agreement by the Subscriber will cause irreparable injury and that money damages may be inadequate to remedy the injury to Agency Access. Therefore, in the event of a breach or threatened breach of this agreement, Agency Access is entitled to equitable relief, including injunctive relief and specific performance, without the posting of a bond or other security, and without proof of actual damages.

No Third-Party Rights. Nothing in the Terms of Use creates any right in any person not a party to the Terms of Use, and the Terms of Use shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

Complete Agreement. The Terms of Use constitute the final agreement between a Subscriber and Agency Access. It is the complete and exclusive expression of the parties’ agreement on the matters contained in the Terms of Use. In the event of a conflict between the Terms of Use and any other document (including, without limitation, any invoice, insertion order, or purchase order), the Terms of Use shall govern. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in the Terms of Use are expressly merged into and superseded by the Terms of Use. The Terms of Use may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this agreement, the Subscriber has not relied upon any statement, representation, warranty, or agreement, except for those expressly contained in the Terms of Use. There are no conditions precedent to the effectiveness of the Terms of Use other than those expressly stated in the Terms of Use.

Severability of Provisions. If any provision of the Terms of Use is determined to be invalid, illegal or unenforceable, the remaining provisions of the Terms of Use remain in full force and effect, if the essential terms and conditions of the Terms of Use for each party remain valid, legal and enforceable.

Waiver. No provision in the Terms of Use agreement may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. No failure or delay in (i) exercising any right or remedy, or (ii) requiring the satisfaction of any condition under this agreement, and no course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purposes that it is given, and is not to be construed as a waiver on a future occasion or against any other person. To the extent any course of dealing, act, omission, failure, or delay in exercising any right or remedy under this agreement constitutes the election of an inconsistent remedy, that election does not (i) constitute a waiver of any right or remedy, or (ii) limit or prevent the subsequent enforcement of any contract provision. No single or partial exercise of any right or remedy under the Terms of Use precludes the simultaneous or subsequent exercise of any other right or remedy. The rights and remedies of Agency Access set forth in the Terms of Use are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity, or by statute.

Applicable Law. The laws of the State of New York (without giving effect to its conflicts-of-law principles) govern all matters arising out of or relating to the Terms of Use and all of the transactions they contemplate, including, without limitation, the validity, interpretation, construction, performance and enforcement of the Terms of Use.

Jurisdiction and Venue.

A Subscriber bringing a legal action or proceeding against Agency Access arising out of or relating to this agreement or the transactions it contemplates shall bring the legal action or proceeding in either the United States District Court for the Eastern District of New York, or in any court of the State of New York sitting in Suffolk County.

The Subscriber consents and submits to the exclusive jurisdiction of (i) the United States District Court for the Eastern District of New York and its appellate courts, and (ii) any court of the State of New York sitting in Suffolk County and its appellate courts, for the purpose of all legal actions and proceedings arising out of or relating to the Terms of Use or the transactions they contemplate.

The Subscriber waives, to the fullest extent permitted by law, (i) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this agreement and all of the transactions it contemplates, brought in the United States District Court for the Eastern District of New York or any court of the State of New York sitting in Suffolk County; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

Notices. Notices by Agency Access to a Subscriber may be given by means of electronic messages through the Website, by a general posting on the Website, or by conventional email. Notices by a Subscriber to Agency Access may be given by electronic messages, conventional mail, telephone or fax, unless otherwise specified in these Terms of Use.

Binding Provisions. The Terms of Use bind, and inure to the benefit of, the parties and their respective heirs, executors, administrators, personal and legal representatives, affiliates, successors, and permitted assigns.

Assignment. The Subscriber shall not assign its rights or obligations under the Terms of Use the prior written consent of Agency Access.

Headings. The descriptive headings of the sections and subsections of the Terms of Use are for convenience only, and do not affect the interpretation or construction of the Terms of Use.

SAFE HARBOR PRIVACY POLICY

This Safe Harbor Privacy Policy (the "Policy") sets forth the privacy principles that Agency Access follows with respect to Personal Data transferred from the European Union (EU) to the United States. Agency Access adheres to the Safe Harbor Principles and Frequently Asked Questions published by the U.S. Department of Commerce (collectively referred to as the "Principles") at http://export.gov/safeharbor/ with respect to all such data, and will self‑certify to the U.S. Department of Commerce compliance with the Principles. If there is a conflict between the policies in this statement and the Principles, the Principles shall govern. This statement outlines the general policy and practices for implementing the Principles, including the types of information Agency Access gathers, how the information is used, and the choices affected individuals have regarding Agency Access's use of, and their ability to correct, that information.

Background

The EU adopted the Directive on Data Protection (the "EU Directive"), which requires EU member states to adopt laws protecting Personal Data collected within their borders. These laws must, among other provisions, restrict the transfer of Personal Data only to countries that have data protection laws deemed "adequate" under standards established in the EU Directive. The U.S. Department of Commerce and the European Commission have agreed on the Principles to enable U.S. Companies to satisfy the requirement under EU law that adequate protection be given to Personal Data transferred from the EU to the U.S.

Definitions

"agencyaccess.com" ‑ means Flipside Prodigy Inc., a New York corporation, and its domestic and foreign subsidiaries, divisions, groups, and affiliates.

"Identifiable Person" ‑ means a natural person that is or can be identified, directly or indirectly, as a particular person by reference to an identification number or to one or more aspects of the person's physical, physiological, mental, economic, cultural or social identity. Identifiable Persons may include any employee, applicant, former employee, or retiree of Flipside Prodigy Inc, its operating divisions, or subsidiaries in the EU.

"Personal Data" ‑ is any information about an Identifiable Person that is within the scope of the EU Directive; is received by Agency Access in the U.S. from the EU; is recorded in any form; is about, or pertains to, a specific individual; and can be linked to that individual. Personal Data does not include information that is encoded, made anonymous, or publicly available information that has not been combined with non‑public Personal Data.

"Processing" ‑ means any online, offline or manual processing and includes such activities as copying, filing, and inputting Personal Data into a database.

"Sensitive Data" ‑ is data that pertains to medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, sexual orientation or any other data that is identified as "sensitive" by the Identifiable Person.

Publication

This Privacy Policy is published on the web at http://agencyaccess.com/privacy.

Notice

Where Agency Access collects Personal Data directly from Identifiable Persons in the EU, it will inform them about the type of Personal Data collected, the purposes for which it collects and uses the Personal Data, the types of non‑agent third parties to which Agency Access discloses or may disclose that information, and the choices and means, if any, Agency Access offers individuals for limiting the use and disclosure of their Personal Data. Notice will be provided in a clear and conspicuous language when individuals are first asked to provide Personal Data to Agency Access, or as soon as practicable thereafter, and in any event before Agency Access uses or discloses the information for a purpose other than that for which it was originally collected. Where Agency Access receives Personal Data from their subsidiaries or operating divisions in the EU, it will use and disclose such information in accordance with the notices provided by such entities and the choices made by the individuals to which the Personal Data relates.

To the extent practical and appropriate, Agency Access collects Personal Data directly from the Identifiable Person. In those cases where Agency Access collects Personal Data from other persons, it takes measures to respect the privacy preferences of the Identifiable Persons. Examples of when Agency Access may seek information from others include, without limitation, evaluating employees, recruiting, benefit administration and succession planning.

Choice

Agency Access will offer Identifiable Person(s) the opportunity to choose (opt‑out) whether their Personal Data is (a) to be disclosed to a non‑agent third party or (b) to be used for a purpose other than the purpose for which it was originally collected or subsequently authorized by the individual. In addition, where consent of Identifiable Persons or their representatives is required by law, contract or agreement for the collection, use, or disclosure of Personal Data, Agency Access will request such consent and respect the Identifiable Person's choice in such matters.

In certain limited or exceptional circumstances, in accordance with the Safe Harbor Principles, Agency Access may disclose Personal Data without notice or the consent of the Identifiable Person. For example, this may occur when Agency Access is required to disclose information by law or legal process or in the vital interests of the Identifiable Person, such as when life or health are at stake.

Opt‑In Requirement. Except as provided by the Safe Harbor Principles or applicable law, an Identifiable Person must give affirmative permission (opt in consent) before Agency Access will disclose Sensitive Data to a third party or use Sensitive Data for a purpose other than those for which it was originally collected or subsequently authorized by the Identifiable Person. Agency Access will provide Identifiable Persons with reasonable mechanisms to exercise their choices.

Onward Transfer

Agency Access may transfer Personal Data across state and country borders. Agency Access will comply with the provisions of this Privacy Policy in any such transfer.

Security

Agency Access takes commercially reasonable precautions to protect Personal Data against loss, misuse and unauthorized access, disclosure, alteration, destruction and theft. These precautions include password protections for online information systems and restricted access to Personal Data. Employees and subscribers are responsible for assisting to maintain security through safeguarding Personal Data, e.g., by protecting passwords used to access Agency Access's computer systems, by keeping paper records under lock and key when not in use, and by disposing of files and reports no longer needed in a secure manner.

Data Integrity

Agency Access takes reasonable steps to keep Personal Data accurate, complete, and up‑to‑date. Each Identifiable Person is responsible for informing Agency Access or its EU affiliates or subsidiaries of any changes in Personal Data so that the information that Agency Access possesses about him or her is accurate, complete and up‑to‑date. Agency Access retains Personal Data only as long as necessary to meet the purposes for which it was collected or as required by law, contractual agreement or the Safe Harbor Principles. Agency Access uses reasonable procedures, following retention guidelines, to ensure that it archives or destroys Personal Data no longer required for the purposes for which it was originally collected, unless otherwise agreed to by the Identifiable Person.

Access

Agency Access provides Identifiable Persons with a reasonable opportunity to examine their Personal Data, to challenge its accuracy and to have it corrected, amended or deleted as appropriate, subject to certain exceptions. Upon request, Identifiable Persons will be given reasonable access to the Personal Data Agency Access possesses about them. Reasonable access means that requests for access are made during normal business hours, following Agency Access standard procedures, and that the frequency of access requests is not excessive. If an Identifiable Person is denied access to Personal Data, Agency Access will provide such Identifiable Person with the reason(s) for denying access and a contact point for further inquiries. If the Identifiable Person notifies Agency Access that the Personal Data on file is incorrect and provides Agency Access with appropriate supporting documentation, Agency Access will either correct the Personal Data or direct the Identifiable Person to the source of the information for correction. If, upon review, Agency Access believes that the existing Personal Data is correct, Agency Access will inform the Identifiable Person. If the Identifiable Person continues to dispute the accuracy of the Personal Data, Agency Access will note that dispute in the record of the Identifiable Person contained in the Agency Access database upon written request.

The Safe Harbor Principles provide for some exceptions to the obligation to provide access to Personal Data. Access to confidential or proprietary information, such as business reorganization or succession plans, or where granting access has to be balanced against the privacy interests of others, may be restricted. In addition, access may be denied when the information requested relates to an ongoing investigation, litigation or potential litigation, where the burden or expense of providing access would be disproportionate to the risks to the privacy of the Identifiable Person or when the rights of persons other than the Identifiable Person would be violated.

Enforcement and Dispute Resolution

Identifiable Persons may contact the Legal Department at Agency Access' Corporate Headquarters in Hauppauge, New York, U.S.A. to submit data access requests, register complaints or address any other relevant issues under the Safe Harbor Principles. It is the responsibility of all employees to act in accordance with the Privacy Policy and obligations with respect to Personal Data. Failure to do so may result in disciplinary action, if warranted, up to and including termination of employment. Agency Access is committed to assisting Identifiable Persons in protecting their privacy and in exercising their rights under this Privacy Policy and
applicable laws. Identifiable Persons making complaints or reporting potential violations of the Privacy Policy shall not be subject to any form of retaliation. In addition, reports of potential violations may be made on an anonymous basis. For complaints that cannot be resolved between Agency Access and the complainant, Agency Access commits to cooperate with the Data Protection Authorities (DPAs) of the EU countries in the investigation and resolution of complaints and will comply with any advice given by DPAs.

Verification

The Chief Executive Officer of Agency Access is responsible for:

Changes to this Safe Harbor Privacy Policy


This policy may be amended from time to time, consistent with the requirements of the Safe Harbor Principles. A notice of any amendment will be posted on Agency Access's web page at www.agencyaccess.com.