DATA PROCESSING ADDENDUM
This AudienceZen Data Processing Addendum (“Addendum”) is an addendum to the AudienceZen Master Subscription Agreement Terms of Service (the “Agreement”) between you and AudienceZen Ltd., a New Zealand Limited company with offices at 68 Mandeville Street, Christchurch 8011, New Zealand (“AudienceZen”).
1. “Data Protection Legislation” means European Union Regulation 2016/679 (the “General Data Protection Regulation” or “GDPR”) or California Civil Code Section 1798.100-1798.199 (the “California Consumer Privacy Act of 2018” or “CCPA”), as applicable, and any legislation and/or regulation implementing or made pursuant to it, or which amends or replaces any of it, and any other applicable legislation;
2. “Data Processor”, “Data Controller”, “Data Subject”, “Processing”, “Subprocessor”, and “Supervisory Authority” shall be interpreted in accordance with the General Data Protection Regulation;
3. “Service Provider” shall be interpreted in accordance with the California Consumer Privacy Act of 2018;
4. “Personal Data” as used in this Addendum means the Personal Data processed by AudienceZen on behalf of you in connection with the provision of the Servicesthat (a) identifies or relates to an individual who can be identified directly or indirectly from that data alone or in combination with other information in AudienceZen’s procession or control or that AudienceZen is likely to have access to, or (b) the relevant Data Protection Legislation otherwise defines as Personal Data. The Personal Data includes Personal Information pursuant to the California CCPA and may include: name, phone number, email address, address data, IP address, device identifiers, unstructured data, usage data (such as interactions between a user and your online system, website or email, used browser, used operating system, referrer URL).
5. "Data Subject" means an individual who is the subject of Personal Data.
6. “Data Subject Request” as used in this Addendum means a request for access, erasure, rectification, or portability of your Customer’s Personal Data; and
7. All other capitalized terms in this Addendum shall have the same definition as in the Agreement.
2. Data Protection
1. Where a Data Subject is located in the European Economic Area, that Data Subject’s Personal Data may be transferred to other regions, including to New Zealand. Such transfers will be completed in compliance with relevant Data Protection Legislation.
2. When AudienceZen Processes Personal Data in the course of providing the Services, AudienceZen will:
(a) Process the Personal Data as a Data Processor and/or Service Provider, only for the purpose of providing the Services in accordance with 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 AudienceZen is required by law to Process the Personal Data for any other purpose, AudienceZen will provide you with prior notice of this requirement, unless AudienceZen is prohibited by law from providing such notice;
(b) notify you if, in AudienceZen’s opinion, your instruction for the Processing of Personal Data infringes applicable Data Protection Legislation;
(c) notify you promptly, to the extent permitted by law, upon receiving an inquiry or complaint from a Supervisory Authority relating to AudienceZen’s Processing of the Personal Data;
(d) implement reasonable technical and organizational measures enabling you to execute Data Subject Requests that you are obligated to fulfil;
(e) 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;
(f) upon request, provide reasonable information to help the Customer complete the Customer’s data protection impact assessments.
(g) provide you, upon request, with up-to-date attestations, reports or extracts thereof where available from a source charged with auditing AudienceZen’s data protection practices (e.g. external auditors, internal audit, data protection auditors), or suitable certifications, to enable you to assess compliance with the terms of this Addendum;
(h) notify you without undue delay upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data;
(i) co-operate with you and take reasonable commercial steps to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
(j) 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
(k) upon termination of the Agreement, AudienceZen will promptly initiate its purge process to delete or anonymize the Personal Data. If you request a copy of such Personal Data within 60 days of termination, AudienceZen will provide you with a copy of such Personal Data.
3. AudienceZen is permitted to anonymize Customer Personal Data through a reliable state of the art anonymization procedure and use such anonymized data for its own business purposes, including for research, development of new products and services, and security purposes.
4. AudienceZen may store and process Customer Personal Data anywhere AudienceZen or its Subprocessors maintain facilities, subject to clause 2.5 of this DPA.
5. In the course of providing the Services, you acknowledge and agree that AudienceZen may use Subprocessors to Process the Personal Data. AudienceZen’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 contract between AudienceZen and Subprocessor that requires comparable protections to this Data Processing Addendum. A current list of Subprocessors may be found online at: AudienceZen's subprocessors. If you object to the appointment of a Subprocessor you may terminate the Agreement in accordance with these Terms of Service.
6. Customer Personal Data Subject To The CCPA. If you or your Affiliates provide AudienceZen any Customer Personal Data that is “Personal Information” under the CCPA, AudienceZen will:
(a) act as a service provider with regard to such Personal Information;
(b) retain, use, and disclose such Personal Information solely for the purpose of performing the Services or as otherwise permitted under the CCPA;
(c) not sell Customer Personal Information to another business or third party. Notwithstanding the foregoing, disclosures to a third party in the context of a merger, acquisition, bankruptcy, or other transaction shall be permitted in accordance with the terms of the Agreement; and
(d) provide reasonable assistance to Customer in responding to requests from consumers pursuant to the CCPA with regard to Personal Information, and in accordance with clause 2.2.d of this DPA.
7. AudienceZen certifies that it understands the foregoing obligations and shall comply with them for the duration of the Agreement and for as long as AudienceZen processes Customer Personal Data/Personal Information.
8. Both parties will comply with all applicable Data Protection Legislation when collecting, using, retaining, or disclosing Personal Data.
9. Customer warrants and represents that AudienceZen’s expected use of the Personal Data as instructed by Customer will comply with all Data Protection Legislation.
3. Cross-Border Transfers of Personal Data
1. If the Data Protection Legislation restricts cross-border Personal Data transfers, the Customer will only transfer that Personal Data to AudienceZen under the following conditions:
(a) the Customer obtained valid Data Subject consent to the transfer under the Data Protection Legislation.
2. If any Personal Data transfer between the Customer and AudienceZen requires execution of Standard Contractual Clauses in order to comply with the Data Protection Legislation, the parties will complete all relevant details in, and execute, the Standard Contractual Clauses, and take all other actions required to legitimize the transfer, including, if necessary:
(a) co-operating to register the Standard Contractual Clauses with any supervisory authority in any European country;
(b) procuring approval from any such supervisory authority; or
(c) providing additional information about the transfer to such supervisory authority.
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 AudienceZen may amend this Addendum from time to time by posting the relevant amended and restated Addendum on AudienceZen’s website, available at AudienceZen Data Processing Addendum 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 AudienceZen’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.
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.
3. The terms of this Addendum shall be governed by and interpreted in accordance with the laws of New York, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the state and federal courts located in New York State with respect to any dispute or claim arising out of or in connection with this Addendum.