Orange County NC Website
Browse       Search
6 <br />11.1. Customer shall be the data controller (where “data controller” means an entity which alone or jointly with <br />others determines purposes for which and the manner in which any personal data are, or are to be, <br />processed) and CentralSquare shall be a data processor (where “data processor” means an entity which <br />processes the data only on behalf of the data controller and not for any purposes of its own); <br />11.2. Customer shall ensure that it has obtained all necessar y consents and it is entitled to transfer the relevant <br />personal data or personal information to CentralSquare so that CentralSquare may lawfully use, process <br />and transfer the personal data and personal information in accordance with this Agreement on <br />Customer’s behalf, which may include CentralSquare processing and transferring the relevant personal <br />data or personal information outside the country where Customer and the Authorized Users are located <br />in order for CentralSquare to provide the Solutions and perform its other obligations under this Agreement; <br />and <br />11.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable <br />instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and <br />11.4. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful <br />processing of the personal data and Personal Information or its accidental loss, destruction or damage <br />so that, having regard to the state of technological development and the cost of implementing any <br />measures, the measures taken ensure a level of security appropriate to the harm that might result from <br />such unauthorized or unlawful processing or accidental loss, destruction or damage in relati on to the <br />personal data and Personal Information and the nature of the personal data and Personal Information <br />being protected. If necessary, the Parties will cooperate to document these measures taken. <br />12. Representations and Warranties. <br />12.1. LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software <br />and has the right to license the Software as described in this Agreement. CentralSquare further warrants <br />and represents that the CentralSquare Software does not contain any “back door”, “time bomb”, “Trojan <br />horse”, “worm”, “drop dead device” or other program routine or hardware device inserted and intended <br />by CentralSquare to provide a means of unauthorized access to, or a means of disabling or erasing any <br />computer program or data, or otherwise disabling the CentralSquare Software. Nothing herein shall be <br />deemed to constitute a warranty against viruses. The provisions of section and its subsections below, <br />shall constitute the agreement of the Parties with respect to viruses. <br />12.2. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH <br />ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR <br />IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT <br />SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT <br />CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, <br />OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DE ALING, USAGE OR <br />TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF <br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- <br />INFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A <br />SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY <br />CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE <br />OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE <br />WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE TO <br />THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY <br />MATERIALS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARANTY OF OR <br />CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD -PARTY <br />OWNER. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE’S WARRANTY <br />UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF. <br />13. Notices. All notices and other communications required or permitted under this Agreement must be in writing <br />and will be deemed given when delivered personally, sent by United States registered or certified mail, return <br />receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by <br />overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the <br />Party may subsequently designate for its receipt of notices in writing by the other Party. <br />If to <br />CentralSquare : <br />CentralSquare Technologies, LLC <br />1000 Business Center Dr. <br />Lake Mary, FL 32746 <br />DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667