This Amplifier Data Processing Addendum (“Addendum”) amends the Amplifier Terms of Service (the “Agreement”) by and between you and Copernica, Inc. d/b/a Amplifier, with offices at 8015 Burleson Road, Unit 100, Austin, TX, 78744.
This Addendum is effective from and after May 25, 2018.
1. Definitions
(a) “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC, and any legislation and/or regulation implementing or made pursuant to them, or which amends or replaces any of them (including the General Data Protection Regulation ["GDPR"], Regulation (EU) 2016/679);
(b) “Data Processor”, “Data Subject”, “Processor”, “Processing”, “Subprocessor”, and “Supervisory Authority” shall be interpreted in accordance with applicable Data Protection Legislation;
(c) “Personal Data” as used in this Addendum means information relating to an identifiable or identified Data Subject who engages in transactions through your account (a “Customer”), which Amplifier Processes as a Data Processor in the course of providing you with the Services; and
(d) All other capitalized terms in this Addendum shall have the same definition as in the Agreement.
2. Data Protection
2.1. This DPA applies where and only to the extent that Amplifier processes Client Data that originates from the European Economic Area and/or that is otherwise subject to EU Data Protection Legislation on behalf of Client as Data Processor in the course of providing Services pursuant to the Agreement.
2.2. As between Amplifier and Client, Client is the Data Controller of Client Data, and Amplifier will process Client Data only as a Data Processor acting on behalf of Client.
When Amplifier Processes Personal Data in the course of providing the Services, Amplifier will:
2.2.1. Process the Personal Data as a Data Processor, only for the purpose of providing the Services in accordance with legal, documented instructions from you (provided that such instructions are commensurate with the functionalities of the Services), and as may subsequently be agreed to by you. If Amplifier is required by law to Process the Personal Data for any other purpose, Amplifier will provide you with prior notice of this requirement, unless Amplifier is prohibited by law from providing such notice;
2.2.2. notify you if, in Amplifier’s opinion, your instruction for the processing of Personal Data infringes applicable Data Protection Legislation;
2.2.3. notify you promptly, to the extent permitted by law, upon receiving an inquiry or complaint from a Data Subject or Supervisory Authority relating to Amplifier’s Processing of the Personal Data;
2.2.4. implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of Personal Data and appropriate to the nature of the Personal Data which is to be protected;
2.2.5. notify you promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data;
2.2.6. ensure that its personnel who access the Personal Data are subject to confidentiality obligations that restrict their ability to disclose the Customer Personal Data; and
2.2.7. upon Client request at termination of the Agreement, Amplifier can promptly initiate its process to pseudonymize the Personal Data. If you request a copy of such Personal Data within 60 days of termination, Amplifier will provide you with a copy of such Personal Data.
2.3 In the course of providing the Services, you acknowledge and agree that Amplifier may use Subprocessors to Process the Personal Data. Amplifier’s use of any specific Subprocessor to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a binding agreement between Amplifier and Subprocessor.
2.4. Notwithstanding anything to the contrary in the Agreement (including this DPA), Client acknowledges that Amplifier will have a right to use and disclose data relating to the operation, support and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development and sales and marketing. To the extent any such data is considered Personal Data under Data Protection Legislation, Amplifier is the Data Controller of such data and accordingly will process such data in accordance with the Amplifier Privacy Policy and Data Protection Legislation.
3. Cooperation
3.1. Data Subject Requests. The Services provide Client with a number of controls that Client may use to retrieve, correct, delete, or restrict Client Data, which Client may use to assist it in connection with its obligations under the Data Protection Legislation including, for example, its obligations relating to responding to requests from data subjects or applicable data protection authorities. To the extent Client is unable to independently access the relevant Client Data within the Services, Client will provide reasonable cooperation to assist Client to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. In the event any such request is made directly to Amplifier, Amplifier will not respond to such communication directly unless legally compelled to do so. If Amplifier is required to respond to such a request, Amplifier will promptly notify Client and provide it with a copy of the request unless legally prohibited from doing so.
3.2. Government Requests. If a law enforcement agency sends Amplifier a demand for Client Data (for example, through a subpoena or court order), Amplifier will attempt to redirect the law enforcement agency to request that data directly from Client. As part of this effort, Amplifier may provide Client’s basic contact information to the law enforcement agency. If compelled to disclose Client Data to a law enforcement agency, then Amplifier will give Client reasonable notice of the demand to allow Client to seek a protective order or other appropriate remedy unless Amplifier is legally prohibited from doing so.
4. Miscellaneous
4.1 In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, any and all liability under this Addendum, including limitations thereof, will be governed by the relevant provisions of the Agreement. You acknowledge and agree that Amplifier may amend this Addendum from time to time by posting the relevant amended and restated Addendum on Amplifier’s website, available at help.amplifier.com and such amendments to the Addendum are effective as of the date of posting. Your continued use of the Services after the amended Addendum is posted to Amplifier’s website constitutes your agreement to, and acceptance of, the amended Addendum. If you do not agree to any changes to the Addendum, do not continue to use the Service.
4.2 Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties.
4.3 These Terms and the relationship between Client and Amplifier shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. All disputes arising out of or relating to these Terms may only be brought in the state or federal courts located in Travis County, Texas, and the parties hereby agree and submit to the personal and exclusive jurisdiction and venue of these court