SAFE HARBOR PRIVACY DISPUTE RESOLUTION PROCEDURE
1. The Agreement. This Participation Agreement (“Agreement”) is between the Council of Better Business Bureaus, Inc. (“CBBB”), a Delaware corporation, and ______________________ (THE COMPANY), a _____________ corporation.
2. The Procedure. The CBBB administers the BBB EU Safe Harbor Dispute Resolution Procedure (“BBB EU Safe Harbor”), which provides dispute resolution for complaints alleging that a participating company has failed to comply with the Safe Harbor Privacy Principles, Frequently Asked Questions, and other relevant documents issued by the U.S. Department of Commerce on July 21, 2000 and February 6, 2009, as they may subsequently be amended (the “Principles”) with respect to the online or offline collection and processing of personal data subject to the Principles.
3. Participation. THE COMPANY agrees to participate in the BBB EU Safe Harbor in accordance with the BBB EU Safe Harbor Procedure Rules established by the CBBB (“Rules”) and posted on the BBB EU Safe Harbor web site located at http://www.bbb.org/us/european-dispute-resolution/ (“BBB EU Safe Harbor Web Site”). The CBBB may alter, amend and/or update the Rules at any time and from time to time in its reasonable discretion, upon twenty (20) business days’ prior notice to THE COMPANY. Such notice shall be provided by electronic mail to THE COMPANY’s primary contact identified in section 10 of this Agreement. Prior notice of Rules changes will also be posted on the BBB EU Safe Harbor Web Site.
Fees and Costs. THE COMPANY agrees to pay the CBBB the following fees and costs for its participation in the Procedure:
- A. An annual contract fee in accordance with the fee schedule posted on the BBB EU Safe Harbor Web Site on the date that this Agreement is executed by THE COMPANY or is automatically renewed
- B. For each case referred to the Data Privacy Board (“DPB”) in accordance with the Rules, an hourly fee, [not to exceed $250/hour for each DPB panel member], for reviewing case materials, participating in Oral Hearings, and writing the DPB decision.
The CBBB will provide reasonable documentation identifying the activities and time spent for fees billed under section B above.
- C. All amounts due under this Agreement shall be invoiced to THE COMPANY by the CBBB and paid within 30 days after receipt.
5. Limitation of Liability. The maximum aggregate liability of the CBBB for all claims brought by THE COMPANY for breach of this Agreement, regardless of the form or cause of action, shall be the CBBB’s gross revenues from fees paid by THE COMPANY under this Agreement.
6. Indemnification. Except to the extent paid for by CBBB insurance, THE COMPANY will save and hold harmless the CBBB (including its officers, directors, employees, volunteers and independent contractors) from any and all liability, claims, damages or expenses (including attorney's fees and costs) that may be sustained by reason of or arising out of any claim filed in the Procedure in relation to THE COMPANY. CBBB agrees to provide prompt notice to THE COMPANY of any complaint or notice of action that may be subject to this indemnification provision, and agrees to cooperate with THE COMPANY in the defense of such complaint/action. THE COMPANY shall have the right to settle any such complaint/action; provided, however, that THE COMPANY must give reasonable notice of any proposed settlement to the CBBB, and the CBBB has the right to reject such settlement and continue a defense of the matter at the CBBB’s own cost and direction. THE COMPANY shall have no obligation to indemnify or hold the CBBB harmless in any situation where a final court judgment finds that the CBBB engaged in reckless or negligent activities.
7. Term. The term of this Agreement shall be for one year starting from the Effective Date. This Agreement shall automatically renew for successive one-year terms thereafter unless terminated by either party. This Agreement may be terminated by either party upon 120 days written notice; provided, however, that THE COMPANY may terminate this Agreement upon written notice in response to any changes made in the Procedure Rules. The expiration or termination of this Agreement shall not relieve either party of any obligations vested prior to the expiration or termination.
8. Entire Agreement. This Agreement embodies the whole agreement between the parties and supersedes any prior agreements, understandings and obligations between the parties.
9. Governing Law. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Virginia without regard to its conflict of laws provisions.
10. Contact. THE COMPANY designates the following primary contact, who shall receive all notices and other communications from CBBB regarding THE COMPANY’s participation in the Procedure:_____________________________________________________
This contact may be changed at any time by written notice to the CBBB.
11. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
12. Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
13. Relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.
14. Effective date. This Agreement shall take effect upon execution by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate.
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