Section 2: United States Privacy Notice

1. DEFINITIONS AND INTERPRETATIONS
2. In this US Privacy Schedule the following definitions shall apply. Any definition not provided in this Schedule shall have the same meaning as set out elsewhere in the Agreement.   

“Applicable Law(s)” means all federal, state, provincial and local laws, rules, regulations, directives, and government requirements and guidance currently in effect and as they become effective relating in any way to privacy, confidentiality, and security that are applicable to Personal Information, including but not limited to CCPA.  For the avoidance of doubt, ‘Applicable Laws’ shall not include the General Data Protection Regulations which (where relevant) shall be addressed as a separate Schedule and/or contractual provisions under the Agreement. 

“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and any of its corresponding regulations and guidance that may be issued pursuant to CCPA from time to time. 

“Business” means the entity which alone or jointly with others determines the purposes and means of Processing of Personal Information.  The definition of Business shall include, but shall not be limited to “business” as it is defined under CCPA. 

“Personal Information” means any information relating, directly or indirectly, to an identified or identifiable natural person or household that GBG collects or otherwise handles in connection with performing functions under the Agreement.  The definition of Personal Information shall include, but shall not be limited to “personal information” as it is defined under CCPA.   

“Processing” means any operation or set of operations that are performed on Personal Information or on sets of Personal Information, whether or not by automated means. The definition of Processing shall include, but shall not be limited to “processing” as such term is defined under CCPA.  Variations of the term “Processing,” such as “Process” shall have the same meaning. 

“Service Provider” means an entity that Processes Personal Information on behalf of a Business and to which the Business discloses Personal Information pursuant to a written contract.  The definition of Service Provider shall include, but shall not be limited to “service provider” as it is defined under CCPA or the relevant Applicable Law. 

2. DATA USE AND DISCLOSURE 

2.1    For the purposes of all Applicable Laws, GBG is a Service Provider with respect to any Input Material that constitutes Personal Information.  When acting as a Service Provider, GBG agrees not to sell (as defined under the CCPA) any Personal Information. GBG further agrees not to, unless otherwise permitted under the CCPA: (i) retain, use or disclose Personal Information for any purpose other than for the specific purpose of providing the Service under the Agreement, including retaining, using, or disclosing Personal Information for a commercial purpose other than providing the Service specified in the Agreement; and (iii)  retain, use, or disclose Personal Information outside of the direct business relationship between GBG and the Client.  GBG certifies that it understands the restrictions set forth in this clause 2.1 and will comply with them.  In connection with GBG’s Service Provider functions, if any, the Client represents and warrants that it has all necessary consents and authorizations to provide or otherwise make the Personal Information available to GBG.2.2         With respect to such Personal Information: (i) each Party is an independent Business, and (ii) each Party shall be independently required to comply with CCPA (or the relevant Applicable Law) and agrees to use, disclose, and otherwise Process Personal Information in accordance with CCPA (or the relevant Applicable Law).  

3. CONFLICTS.  

3.1    In the event of a conflict between a provision in this Schedule and the Agreement or any other agreement between the Parties regarding the privacy or security of Personal Information specific to the Applicable Laws, this Schedule shall take precedence; provided that if another provision provides greater protection to Personal Information, such other provision shall take precedence. 

4. SURVIVAL.  

4.1    This Schedule and all provisions herein shall survive so long as, and to the extent that, the Agreement continues to govern the Parties’ relationship. 

5. MODIFICATION.  

5.1    In the event of a change in Applicable Law, the Parties agree to negotiate in good faith to amend this Schedule as is reasonable and appropriate given the change in Applicable Law.