Data Security, Maintenance and Retention

Updated: July 1, 2023

This Schedule is incorporated into the Agreement by reference to this Schedule in the Agreement.  Each term not defined shall have the meaning given such term in the Agreement.

1. Definition of Confidential Information. “Confidential Information” means all confidential information disclosed by a Party (“Discloser”) to the other Party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes, but is not limited to, Customer Materials; Convoso’s Confidential Information includes, but is not limited to, the Convoso Platform, the Convoso Services, information and technology used in connection with the Convoso Services and this Agreement; and Confidential Information of each Party includes, but is not limited to, non-public business and marketing plans, technology and technical information, product plans and designs, financial or economic data, and business methods and processes. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to Discloser, (b) was known to Recipient prior to its disclosure by Discloser without breach of any obligation owed to Discloser, (c) is received from a third party without any obligation of confidentiality, or (d) was independently developed by Recipient without reference to or use of Discloser’s Confidential Information.

2. Ownership of Confidential Information. Discloser shall retain all right, title, and interest in and to its Confidential Information. Neither the execution and delivery of this Agreement, nor the furnishing of any Confidential Information shall be construed as granting to Recipient either expressly, by implication, estoppel, or otherwise, any license under any intellectual property or proprietary rights now or hereafter owned or controlled by Discloser, nor any right to use, copy, sell, develop, or exploit the Confidential Information made available to Recipient, except as permitted under the Agreement.

3. Protection of Confidential Information. Except as otherwise permitted in writing by Discloser, Recipient will (a) use Discloser’s Confidential Information only for the purposes of the Agreement and will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care), and (b) Recipient will limit access to Confidential Information of Discloser to those of its employees, contractors, agents, legal and financial representatives who have a need to know such Confidential Information for purposes consistent with this Agreement and are bound by confidentiality obligations with Recipient that are at least as restrictive as those contained herein or to government agencies or others permitted by law to obtain such Confidential Information related to matters of compliance when requested under law. Recipient may also disclose Confidential Information in any due diligence of Recipient in connection with any corporate transaction, provided that such disclosure is made pursuant to a written confidentiality agreement with terms that are at least as restrictive as those contained herein.  If Recipient becomes aware of, or has reasonable grounds to suspect, any unauthorized disclosure of Discloser’s Confidential Information, Recipient shall immediately notify Discloser in writing.

4. Compelled Disclosure. Subject to other terms of this Agreement, Recipient may disclose Confidential Information of Discloser to the extent required or compelled by law or on the advice of counsel to do so, provided that (a) Recipient gives Discloser prior written notice of such compelled disclosure (unless the request from a government entity includes a request for confidentiality as to a request for disclosure, notice is prohibited by law or regulation or, in the opinion of counsel, is not advised) and reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure, and (b) if Recipient is compelled by law to disclose Discloser’s Confidential Information, Recipient shall use commercially reasonable efforts to furnish only that portion of Discloser’s Confidential Information required to be disclosed and shall exercise its commercially reasonable efforts to obtain assurances that the Confidential Information will be treated in confidence or cooperate with Discloser to compile and provide secure access to such Confidential Information.

5. Return of Confidential Information. Recipient shall return or destroy (in Recipient’s sole discretion and direction) any Confidential Information disclosed to it and all copies thereof, promptly within thirty (30) days following Discloser’s written demand for the return or destruction of its Confidential Information at the completion of the use by Recipient as permitted in this Agreement.  Notwithstanding the foregoing, Convoso is permitted to retain copies for compliance purposes and procedures.  Except as set forth elsewhere in the Agreement, Customer Confidential Information that is retained for compliance purposes pursuant to this provision will remain subject to the requirements of Sections 2, 3 and 4 until Convoso no longer stores such information.

6. Remedies. Customer agrees that the breach of the provisions of this Section 6 by Customer and/or any Authorized User will cause Convoso irreparable damage for which recovery of money damages would be inadequate and Convoso agrees that the breach of the provisions of this Section 6 by Convoso will cause Customer irreparable damage for which recovery of money damages would be inadequate. The damaged Party will, therefore, be entitled to seek timely injunctive relief to protect its rights under this Section 6 in addition to any and all remedies available at law.

7. Data Security.  Convoso will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data.  Notwithstanding the foregoing, Customer consents to Convoso’s internal access, collection, transmission, storage, copying, processing, analysis and use of Customer Data: (a) in order to provide and improve the Ordered Services; (b) to monitor compliance with this Agreement and to fulfill its obligations under, and exercise rights granted to it in, this Agreement; (c) for Account administration; (d) to prevent or address service or technical problems in connection with support matters; and (e) as expressly permitted in writing by Customer. Convoso maintains the right, title, and interest in and to any data or information regarding the use or optimizing the use of Convoso Services.  Convoso will promptly inform Customer of any known or reasonably suspected security breach or unauthorized disclosure of Customer Data or Confidential Information (“Security Event”).  If there is a Security Event, Convoso shall comply with all applicable laws, take reasonable steps to mitigate any potential damages, and promptly respond to reasonable security-related inquiries from Customer and take reasonable steps to identify, investigate, and resolve applicable security issues on a timely basis commensurate with the level of risk involved. 

8. Data Maintenance.  Convoso will follow its internal archival procedures for Customer Data. In the event of any loss or corruption of Customer Data, Convoso will use commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Convoso or provided by Customer. Convoso shall not be responsible for any loss, destruction, alteration, unauthorized disclosure, or corruption of Customer Data caused in whole or in part by Customer or any third-party.

9. Data Retention Policy.  Due to the various storage demands, Convoso retains the right to periodically purge Customer Materials from Convoso owned or managed servers, to maximize system performance for all customers. It is Customer’s sole responsibility to download, maintain and preserve its data if Customer so chooses and to store, maintain and use such data in strict accordance with all laws.  If Customer chooses to download, maintain and preserve the data, Customer is responsible for setting up and designating servers and any other equipment on which the data is saved. Although Convoso may retain Customer Materials

 for periods longer than the periods specified below, Customer must inform Convoso of its intention to download Customer Materials prior to the end of each period below.  Certain types of data may be stored by Convoso for an additional fee. Customer should contact Convoso if Customer intends to make arrangements for Convoso to store certain data.

10. Data Retention Periods.  The information below details Convoso’s minimum data retention periods, which may be longer where required by law:

  • CRM Data 90 Days Retrieve with Lead Sheet Reports
  • CRM Session Data 90 Days Retrieve with Lead Sheet Reports
  • Call Logs 60 Days Retrieve with Call Log Reports
  • Campaign State 90 Days Retrieve with List Status Reports
  • Dialing Lists 90 Days Retrieve with Lists / Export
  • Recordings the earlier of 30 days or successful offload via ftp
  • Recordings (including transcripts) of calls between Convoso and customer no earlier than 30 days after activation of Convoso Services
  • Callbacks 90 Days after “Complete By Date” Export in Administrator
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