Privacy Policy & DPA

Effective Date: February 7th 2024
Notice Version: 0.1

Data Controller Contact Information
Synthium Health, Inc.
2550 Sandy Plains Rd, Suite 225-356
Marietta, GA 30066

This document governs the privacy notice of our websites.

Our privacy notice tells you what personal data (PD) and non-personal data (NPD) we may collect from you, how we collect it, how we protect it, how we may share it, how you can access and change it, and how you can limit our sharing of it. Our privacy notice also explains certain legal rights that you have with respect to your personal data. Any capitalized terms not defined herein will have the same meaning as where they are defined elsewhere on our website.

Your Rights  When using our website and submitting personal data to us, you may have certain rights under the General Data Protection Regulation (GDPR) and other laws. Depending on the legal basis for processing your personal data, you may have some or all of the following rights:

The right to be informed  You have the right to be informed about the personal data we collect from you, and how we process it.

The right of access  You have the right to get confirmation that your personal data is being processed and have the ability to access your personal data.

The right to rectification  You have the right to have your personal data corrected if it is inaccurate or incomplete.

The right to erasure (right to be forgotten)  You have the right to request the removal or deletion of your personal data if there is no compelling reason for us to continue processing it.

The right to restrict processing  You have a right to ‘block’ or restrict the processing of your personal data. When your personal data is restricted, we are permitted to store your data, but not to process it further.

The right to data portability  You have the right to request and get your personal data that you provided to us and use it for your own purposes. We will provide your data to you within 30 days of your request. To request your personal data, please contact us using the information at the top of this privacy notice.

The right to object  You have the right to object to us processing your personal data for the following reasons:

Processing was based on legitimate interests or the performance of a task in the public interest/exercise of official authority (including profiling);
Direct marketing (including profiling); and Processing for purposes of scientific/historical research and statistics.
Rights in relation to automated decision-making and profiling.
Automated individual decision-making and profiling
You will have the right not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning you or similarly significantly affects you.

Filing a complaint with authorities You have the right to file a complaint with supervisory authorities if your information has not been processed in compliance with the General Data Protection Regulation. If the supervisory authorities fail to address your complaint properly, you may have the right to a judicial remedy.

Your California Privacy Rights As a Californian consumer you have certain rights under the California Consumer Privacy Act (CaCPA) AB 375, some of these rights are:

the right of Californians to know what personal information is being collected about them
the right of Californians to know whether their personal information is sold or disclosed and to whom
the right of Californians to say no to the sale of their personal information
the right of Californians to access their personal information
the right of Californians of the deletion of their personal information
the right of Californians of equal service, price, and not being discriminated against even if they exercise their privacy rights
one or more designated means for Californian consumers to submit requests under the CACPA including (at minimum) a toll-free number, and if the business maintains an Internet website, a website address.

Personal information includes:

categories of personal information that a business collected about the consumer
categories of sources from which the personal information was collected
specific pieces of personal information that the business has collected about consumers
categories of third parties with whom the business shares personal information
the business or commercial purpose of collecting or selling personal information

Definitions ‘Non-personal data’ (NPD) is information that is in no way personally identifiable.
‘Personal data’ (PD) means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. PD is in many ways the same as Personally Identifiable Information (PII). However, PD is broader in scope and covers more data.

A “visitor” is someone who merely browses our website. A “member” is someone who has registered with us to use or buy our services and products. The term “user” is a collective identifier that refers to either a visitor or a member.

Topics Covered in Our Privacy notice

Information We Collect
Our Use of Cookies
How Your Information Is Used
Retaining and Destroying Your PD
Updating Your PD
Revoking Your Consent for Using Your PD
Protecting the Privacy Rights of Third Parties
Do Not Track Settings
Links to Other Websites
Protecting Children’s Privacy
Our Email Policy
Our Security Policy
Use of Your Credit Card
Transferring PD from the European Union
Changes to Our Privacy Notice

Information We Collect
Generally, you control the amount and type of information that you provide to us when using our website.

Our Legal Basis for Collecting and Processing Personal Data

Our legal basis for collecting and processing your PD when you buy our products or services is based on and the necessity for the performance of a contract or to take steps to enter into a contract. Our legal basis for collecting and processing your PD when you sign up for our newsletter and information about our products and services through our website opt-in forms is based on consent.

What Happens If You Don’t Give Us Your PD
If you do not provide us with enough PD, we may not be able to provide you with all our products and services. However, you can access and use some parts of our website without giving us your PD.

We Collect Your PD in the Following Ways:

Automatic Information
We automatically receive information from your web browser or mobile device. This information includes the name of the website from which you entered our website, if any, as well as the name of the website you’ll visit when you leave our website. This information also includes the IP address of your computer/the proxy server you use to access the Internet, your Internet service provider’s name, your web browser type, the type of mobile device, your computer operating system, and data about your browsing activity when using our website. We use all this information to analyse trends among our users to help improve our website.

When Entering and Using Our Website
When you enter and use our website and agree to accept cookies, some of these cookies may contain your PD.

At User and Member Registration or When Buying Products or Services
When you register as a user, member, or when buying our products or services, we may collect some or all of the following information: your first and last name, email address, physical address, company name, credit card or other payment information, phone number, user name, password, and other information listed.

Website Chat and Support Software
Our website contains chat software and support software that enable visitors to communicate with us live online or offline by email. In some cases, visitors can communicate with us without becoming a member or buying our products and services. When you use this chat software, we may collect some or all the following information: your email address, first name, last name, location, and any other information you willingly choose to provide to us. You should limit the information you provide to us that is only necessary to answer your questions.

Our Use of Cookies
Our website uses cookies. A cookie is a small piece of data or a text file that is downloaded to your computer or mobile device when you access certain websites. Cookies may contain text that can be read by the web server that delivered the cookie to you. The text contained in the cookie generally consists of a sequence of letters and numbers that uniquely identifies your computer or mobile device; it may contain other information as well.

By agreeing to accept our use of cookies, you are giving us, and third parties we partner with, permission to place, store, and access some or all the cookies described below on your computer.

Strictly Necessary Cookies
These cookies are necessary for proper functioning of the website, such as displaying content, logging in, validating your session, responding to your request for services, and other functions. Most web browsers can be set to disable the use of cookies. However, if you disable these cookies, you may not be able to access features on our website correctly or at all.

Performance Cookies
These cookies collect information about the use of the website, such as pages visited, traffic sources, users’ interests, content management, and other website measurements.

Functional Cookies
These cookies enable the website to remember a user’s choices – such as their language, user name, and other personal choices – while using the website. They can also be used to deliver services, such as letting a user make a blog post, listen to audio, or watch videos on the website.

Media Cookies
These cookies can be used to improve a website’s performance and provide special features and content. They can be placed by third parties who provide services to us or by our company.

Advertising or Targeting Cookies
These cookies are usually placed and used by advertising companies to develop a profile of your browsing interests and serve advertisements on other websites that are related to your interests. You will see less advertising if you disable these cookies.

Session Cookies
These cookies allow websites to link the actions of a user during a browser session. They may be used for a variety of purposes, such as remembering what a user has put in their shopping cart as they browse a website. Session cookies also permit users to be recognized as they navigate a website so that any item or page changes they make are remembered from page to page. Session cookies expire after a browser session; thus, they are not stored long term.

Persistent Cookies
These cookies are stored on a user’s device in between browser sessions, which allows the user’s preferences or actions across a site (or, in some cases, across different sites) to be remembered. Persistent cookies may be used for a variety of purposes, including remembering users’ choices and preferences when using a website or to target advertising to them.

We may also use cookies for:

Identifying the areas of our website that you have visited
Personalizing content that you see on our website
Our website analytics
Remarketing our products or services to you
Remembering your preferences, settings, and login details
Targeted advertising and serving ads relevant to your interests
Affiliate marketing
Allowing you to post comments
Allowing you to share content with social networks

Most web browsers can be set to disable the use of cookies. However, if you disable cookies, you may not be able to access features on our website correctly or at all.

Web Beacons
We may also use a technology called web beacons to collect general information about your use of our website and your use of special promotions or newsletters. The information we collect by web beacons allows us to statistically monitor the number of people who open our emails. Web beacons also help us to understand the behavior of our customers, members, and visitors.

Google Analytics Privacy Notice
Our website uses Google Analytics to collect information about the use of our website. Google Analytics collects information from users such as age, gender, interests, demographics, how often they visit our website, what pages they visit, and what other websites they have used before coming to our website. We use the information we get from Google Analytics to analyze traffic, remarket our products and services to users, improve our marketing, advertising, and to improve our website. We have enabled Google Analytics advertising features such as remarketing with Google Analytics, Google Display Network Impression Reporting, and Google Analytics Demographics and Interest Reporting. Google Analytics collects only the IP address assigned to you on the date you visit our website, not your name or other identifying information. We do not combine the information collected using Google Analytics with PD. Although Google Analytics plants a permanent cookie on your web browser to identify you as a unique user the next time you visit our website, the cookie cannot be used by anyone but Google. Google also uses specific identifiers to help collect information about the use of our website and that such data may be accessed and/or deleted by end users via My Activity.

For more information on how Google collects and processes your data, visit https://www.google.com/policies/privacy/partners/

You can prevent Google Analytics from using your information by opting out at this link: https://tools.google.com/dlpage/gaoptout

Facebook Remarketing
Third parties, including Facebook, may use cookies, web beacons, and other storage technologies to collect or receive information from our website and elsewhere on the internet, and use that information to provide measurement services and target ads. With Facebook remarketing you may see our ads on Facebook after you have visited our site. For this to happen, Facebook uses a Custom Audience Pixel that is activated when a visitor lands on a webpage and a unique “cookie” is placed in their browser. Facebook lookalike audience targeting allows us to show ads on Facebook to people who are similar to those who have already visited or made a purchase from our website.

To opt out of Facebook’s collection and use of information for ad targeting visit: https://www.facebook.com/help/568137493302217

How Your Information Is Used

We use the information we receive from you to:

Provide our products and services you have requested or purchased from us
Personalize and customize our content
Make improvements to our website
Contact you with updates to our website
Resolve problems and disputes
Contact you with marketing and advertising that we believe may be of interest to you

Communications and Emails
When we communicate with you about our website, we will use the email address you provided when you registered as a member or user. We may also send you emails with promotional information about our website or offers from us or our affiliates unless you have opted out of receiving such information.

You can change your contact preferences at any time through your account or by sending us an email with your request to: helpdesk@flipguardian.com

Sharing Information With Third Parties
We do not sell or rent your personal data (PD) to third parties for marketing purposes. However, for data aggregation purposes we may use your NPD, which might be sold to other parties at our discretion. Any such data aggregation would not contain any of your PD. We may provide your PD to third-party service providers we hire to provide services to us. These third-party service providers may include but are not limited to: payment processors, web analytics companies, advertising networks, call centers, data management services, help desk providers, accountants, law firms, auditors, shopping cart and email service providers, and shipping companies.

Sharing Information With Business Partners
We may share your PD with our business partners. The business partners include general business partners, affiliates, and joint venture partners. Typically the sharing of PD is done by using an Application Program Interface “API” or other similar software. We share this information with them so that you can use their products and services. When you choose to take part in our services and/or offerings, you are authorizing us to provide your email address and other PD to our business partners so you can use their services. Please understand that when we share your PD with our business partners, your PD becomes subject to our business partners’ as well as our privacy notice.

Sharing Information With Facebook and Google for Marketing Purposes
We may share your PD with third parties for similar audience marketing purposes. Similar audience marketing is also called lookalike audience marketing. The third parties we share your PD with for this type of marketing include Facebook and/or Google. Using your PD, for similar audience marketing or lookalike audience marketing helps us find new audiences (users and customers) based on similar interests to yours, this helps us improve our marketing services. Your PD is only shared with Facebook and Google for this type of marketing. By using our website and agreeing to our privacy notice, you are giving your consent for your PD to be used for the marketing purposes described within this section.

Legally Required Releases of Information
We may be legally required to disclose your PD if such disclosure is (a) required by subpoena, law, or other legal process; (b) necessary to assist law enforcement officials or government enforcement agencies; (c) necessary to investigate violations of or otherwise enforce our Legal Terms; (d) necessary to protect us from legal action or claims from third parties, including you and/or other users or members; or (e) necessary to protect the legal rights, personal/real property, or personal safety of our company, users, employees, and affiliates.

Disclosures to Successors
If our business is sold or merges in whole or in part with another business that would become responsible for providing the website to you, we retain the right to transfer your PD to the new business. The new business would retain the right to use your PD according to the terms of this privacy notice as well as to any changes to this privacy notice as instituted by the new business.
We also retain the right to transfer your PD if our company files for bankruptcy and some or all of our assets are sold to another individual or business.

Community Discussion Boards
Our website may offer the ability for users to communicate with each other through online community discussion boards or other mechanisms. We do not filter or monitor what is posted on such discussion boards. If you choose to post on these discussion boards, you should use care when exposing any PD, as such information is not protected by our privacy notice nor are we liable if you choose to disclose your PD through such postings. Also, PD you post on our website for publication may be available worldwide by means of the Internet. We cannot prevent the use or misuse of such information by others.

Retaining and Destroying Your PD
We retain information that we collect from you (including your PD) only for as long as we need it for legal, business, or tax purposes. Your information may be retained in electronic form, paper form, or a combination of both. When your information is no longer needed, we will destroy, delete, or erase it.

Updating Your PD
You can update your PD using services found on our website. If no such services exist, you can contact us using the contact information found at the top of this notice and we will help you. However, we may keep your PD as needed to enforce our agreements and to comply with any legal obligations.

Revoking Your Consent for Using Your PD
You have the right to revoke your consent for us to use your PD at any time. Such an optout will not affect disclosures otherwise permitted by law including but not limited to: (i) disclosures to affiliates and business partners, (ii) disclosures to third-party service providers that provide certain services for our business, such as credit card processing, computer system services, shipping, data management services, (iii) disclosures to third parties as necessary to fulfill your requests, (iv) disclosures to governmental agencies or law enforcement departments, or as otherwise required to be made under applicable law, (v) previously completed disclosures to third parties, or (vi) disclosures to third parties in connection with subsequent contests or promotions you may choose to enter, or third-party offers you may choose to accept. If you want to revoke your consent for us to use your PD, send us an email with your request to: helpdesk@flipguardian.com

Protecting the Privacy Rights of Third Parties
If any postings you make on our website contain information about third parties, you must make sure you have permission to include that information in your posting. While we are not legally liable for the actions of our users, we will remove any postings about which we are notified, if such postings violate the privacy rights of others.

Do Not Track Settings
Some web browsers have settings that enable you to request that our website not track your movement within our website. Our website does not obey such settings when transmitted to and detected by our website. You can turn off tracking features and other security settings in your browser by referring to your browser’s user manual.

Links to Other Websites
Our website may contain links to other websites. These websites are not under our control and are not subject to our privacy notice. These websites will likely have their own privacy notices. We have no responsibility for these websites and we provide links to these websites solely for your convenience. You acknowledge that your use of and access to these websites are solely at your risk. It is your responsibility to check the privacy notices of these websites to see how they treat your PD.

Protecting Children’s Privacy
Even though our website is not designed for use by anyone under the age of 16, we realize that a child under the age of 16 may attempt to access our website. We do not knowingly collect PD from children under the age of 16. If you are a parent or guardian and believe that your child is using our website, please contact us. Before we remove any information, we may ask for proof of identification to prevent malicious removal of account information. If we discover that a child is accessing our website, we will delete his/her information within a reasonable period of time. You acknowledge that we do not verify the age of our users nor do we have any liability to do so.

Our Email Policy
You can always opt out of receiving further email correspondence from us or our affiliates. We will not sell, rent, or trade your email address to any unaffiliated third party without your permission except in the sale or transfer of our business, or if our company files for bankruptcy.

Our Security Policy
We have built our website using industry-standard security measures and authentication tools to protect the security of your PD. We and the third parties who provide services for us, also maintain technical and physical safeguards to protect your PD. When we collect your credit card information through our website, we will encrypt it before it travels over the Internet using industry-standard technology for conducting secure online transactions. Unfortunately, we cannot guarantee against the loss or misuse of your PD or secure data transmission over the Internet because of its nature.

We strongly urge you to protect any password you may have for our website and to not share it with anyone. You should always log out of our website when you finish using it, especially if you are sharing or using a computer in a public place.

Use of Your Credit Card
You may have to provide a credit card to buy products and services from our website. We use third-party billing services and have no control over these services. We use our commercially reasonable efforts to make sure your credit card number is kept strictly confidential by using only third-party billing services that use industry-standard encryption technology to protect your credit card number from unauthorized use. However, you understand and agree that we are in no way responsible for any misuse of your credit card number.

Transferring PD From the European Union
(PD) that we collect from you may be stored, processed, and transferred between any of the countries in which we operate, specifically the United States. The European Union has not found the United States and some other countries to have an adequate level of protection of PD under Article 45 of the GDPR. Our company relies on derogations for specific situations as defined in Article 49 of the GDPR. For European Union customers and users, with your consent, your PD may be transferred outside the European Union to the United States and or other countries. We will use your PD to provide the goods, services, and/or information you request from us to perform a contract with you or to satisfy a legitimate interest of our company in a manner that does not outweigh your freedoms and rights. Wherever we transfer, process or store your PD, we will take reasonable steps to protect it. We will use the information we collect from you in accordance with our privacy notice. By using our website, services, or products, you agree to the transfers of your PD described within this section.

Changes to Our Privacy notice
We reserve the right to change this privacy notice at any time. If our company decides to change this privacy notice, we will post those changes on our website so that our users and customers are always aware of what information we collect, use, and disclose. If at any time we decide to disclose or use your PD in a method different from that specified at the time it was collected, we will provide advance notice by email (sent to the email address on file in your account). Otherwise we will use and disclose our users’ and customers’ PD in agreement with the privacy notice in effect when the information was collected. In all cases, your continued use of our website, services, and products after any change to this privacy notice will constitute your acceptance of such change.

Questions About Our Privacy notice
If you have any questions about our privacy notice, please contact us using the information at the top of this privacy notice.

DATA PROCESSING AGREEMENT (DPA)

Effective Date: February 2024
Notice Version: 1.0

Data Controller Contact Information
Synthium Health, Inc
2550 Sandy Plains Rd, Suite 225-356
Marietta, GA 30066

Policy prepared by: Synthium Health, Inc.

This Data Processing Agreement (DPA) forms part of the Synthium Health, Inc. Principle Terms and Conditions. By agreeing to our principle terms and conditions you are also agreeing to this DPA.

In consideration of the mutual obligations set out in this DPA the parties agree that the terms and conditions set out below will be added as an addendum to the Synthium Health, Inc. principle terms and conditions shown at this link: https://flipguardian.com/terms/ . Except as modified below, the principal terms and conditions will remain in full force and effect.

For the purposes of this DPA Synthium Health, Inc. is the Data Processor and our customer is the Data Controller.

1. Subject Matter of This Data Processing Agreement

1.1. This data processing agreement applies to the processing of personal data subject to the EU Data Protection Law.

1.2. The term EU Data Protection Law will mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on free movement of such data.

1.3. Terms used in this data processing agreement that have meanings ascribed to them in the EU Data Protection Law, including but not limited to processing, Personal Data, Data Controller, and Processor will carry the meanings set forth under the EU Data Protection Law.

1.4. The data processor will be processing personal data subject to the EU Data Protection Law on behalf of the data controller. An overview of the categories of personal data, the categories of data subjects, and the nature and purposes for which the personal data are being processed is provided in Annex 1.

2. The Data Controller and the Data Processor

2.1. The data controller will determine the scope, purposes, and manner by which the personal data may be accessed or processed by the data processor. The data processor will process the personal data only as set forth in data controller’s written instructions and no personal data will be processed unless explicitly instructed by the controller.

2.2. The data processor will only process the personal data on documented instructions of the data controller to the extent that this is required for the provision of the services. Should the data processor reasonably believe that a specific processing activity beyond the scope of the data controller’s instructions is required to comply with a legal obligation to which the data processor is subject, the data processor will inform the data controller of that legal obligation and seek explicit authorization from the data controller before undertaking such processing. The data processor will never process personal data in a manner inconsistent with the data controller’s documented instructions. The data processor will immediately notify the data controller if, in its opinion, any instruction infringes this regulation or other Union or member state's data protection provisions. Such notification will not constitute a general obligation on the part of the data processor to monitor or interpret the laws applicable to the data controller, and such notification will not constitute legal advice to the data controller.

2.3. The data controller warrants that it has all necessary rights to provide personal data to the data processor for processing to be performed in relation to the services, and that one or more lawful bases set forth in the EU Data Protection Law support the lawfulness of the processing. To the extent required by the EU Data Protection Law the data controller is responsible for ensuring that all necessary privacy notices are provided to data subjects, and unless another legal basis set forth in the EU Data Protection Law supports the lawfulness of the processing, any necessary data subject consents to the processing are obtained, and for ensuring that a record of such consents is maintained. Should such consent be revoked by a data subject, the data controller is responsible for communicating the fact of such revocation to the data processor, and the data processor remains responsible for implementing data controller’s instruction with respect to the processing of those personal data.

3. Confidentiality

3.1. Without prejudice to any existing contractual arrangements between the parties, the data processor will treat all personal data as confidential and inform all its employees, agents, and/or approved subprocessors engaged in processing the personal data about the confidential nature of the personal data.

4. Security

4.1. Taking into account the state of the art; the costs of implementation; the nature, scope, context, and purposes of processing; as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons the data controller and data processor will implement appropriate technical and organizational measures to ensure a level of security of the processing of personal data appropriate to the risk. These measures will include, at a minimum, the security measures agreed upon by the parties in Annex 2.

4.2. Both the data controller and the data processor will maintain written security policies that are fully implemented and applicable to the processing of personal data. At a minimum, such policies should include assignment of internal responsibility for information security management, devoting adequate personnel resources to information security, carrying out verification checks on permanent staff who will have access to the personal data, conducting appropriate background checks requiring employees, vendors, and others with access to personal data to enter into written confidentiality agreements, and conducting training to make employees and others with access to personal data aware of information security risks presented by the processing.

4.3. The data processor will provide the data controller and/or the data controller´s auditors with access to any information relating to the processing of personal data as may be reasonably required by the data controller to establish the data processor´s compliance with this data processing agreement, and/or to establish the data processor’s compliance with any approved code of conduct or certification mechanism.

5. The data processor’s adherence to either an approved code of conduct or an approved certification mechanism recognized under the EU Data Protection Law may be used as an element by which the data processor may demonstrate compliance with the requirements set out in Annex 2.

Improvements to Security

5.1. The parties acknowledge that security requirements are constantly changing, and that effective security requires frequent evaluation and regular improvements of outdated security measures. The data processor will therefore evaluate the measures as implemented in accordance with Article 4 on an ongoing basis in order to maintain compliance with the requirements set out in Article 4. The parties will negotiate in good faith any applicable cost to implement material changes required by specific updated security requirements set forth by the EU Data Protection Law or by data protection authorities of competent jurisdiction.

6. Data Transfers

6.1. To the extent that the data controller or data processor are relying on a specific statutory mechanism to normalize international data transfers and that mechanism is subsequently modified, revoked, or held in a court of competent jurisdiction to be invalid the data controller and the data processor agree to cooperate in good faith to promptly suspend the transfer or to pursue a suitable alternative mechanism that can lawfully support the transfer.

7. Information Obligations and Incident Management

7.1. When the data processor becomes aware of an incident that has a material impact on the processing of the personal data, it will promptly notify the data controller about the incident. The data processor will at all times cooperate with the data controller and follow the data controller’s instructions with regard to such incidents in order to enable the data controller to perform a thorough investigation into the incident, formulate a correct response, and take suitable further steps in respect of the incident.

7.2. The term incident will be understood to mean in any case:

7.2.1. a complaint or request with respect to the exercise of a data subject’s rights under the EU Data Protection Law

7.2.2. an investigation into or seizure of personal data by government officials, or a specific indication that such an investigation or seizure is imminent

7.2.3. any unauthorized or accidental access, processing, deletion, loss, or any form of unlawful processing of personal data

7.2.4. any breach of the security and/or confidentiality as set out in this data processing agreement leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data or any indication of such breach having taken place or about to take place;

7.2.5. where implementing an instruction received from the data controller would in the data processor’s opinion violate applicable laws to which the data controller or the data processor are subject.

7.3. The data processor will have written procedures which enable it to promptly respond to the data controller about an incident in place at all times. Where the incident is reasonably likely to require a notification of a data breach by the data controller under the EU Data Protection Law, the data processor will implement its written procedures in a way that it is in a position to notify the data controller without delay after the data processor becomes aware of such an incident.

7.4. Any notifications to the data controller pursuant to this will be addressed to the data controller in order to assist the data controller with fulfilling its obligations under the EU Data Protection Law and should contain:

7.4.1. a description of the nature of the incident, including where possible the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned

7.4.2. the name and contact details of the data processor’s data protection officer or another point of contact where more information can be obtained

7.4.3. a description of the likely consequences of the incident

7.4.4. a description of the measures taken or proposed to be taken by the data processor to address the incident including measures to mitigate its possible adverse effects where appropriate.

8. Contracting with Subprocessors

8.1. The data processor will not subcontract any of its service-related activities consisting (partly) of processing personal data or requiring personal data to be processed by any third party without prior written authorization of the data controller.

8.2. The data controller authorizes the data processor to engage the subprocessors listed on the subprocessors page for service-related data processing activities for the controller. The data processor will inform the data controller about any addition or replacement of such subprocessors giving the data controller an opportunity to object to such changes. If the data controller timely sends the processor a written objection notice setting forth a reasonable basis for objection, the parties will make good effort to resolve the data controller’s objection. In the absence of a resolution the data processor will make commercially reasonable efforts to provide data controller with the level of service described in the service agreement without using the subprocessor to process the data controller’s personal data. If the data processor’s efforts are not successful within a reasonable time, each party may terminate the portion of the service which cannot be provided without the subprocessor, and the data controller will be entitled to a pro-rated refund of the applicable service fees.

8.3. Notwithstanding any authorization by the data controller within the meaning of the preceding paragraph the data processor will remain fully liable vis-à-vis the data controller for the performance of any subprocessor that fails to fulfill its data protection obligations.

8.4. The data processor will ensure that the subprocessor is bound by data protection obligations compatible with those of the data processor under this data processing agreement, will supervise compliance of it, and must in particular impose the obligation to implement appropriate technical and organizational measures on its subprocessors in such manner that the processing will meet the requirements of the EU Data Protection Law.

8.5. The data controller may request that the data processor audit a third party subprocessor or provide confirmation that such an audit has occurred (or, where available, obtain or assist customer with obtaining a third-party audit report concerning the third party subprocessor’s operations) to ensure compliance with its obligations imposed by the data processor in conformity with this agreement.

9. Returning or Destruction of Personal Data

9.1. Upon termination of this data processing agreement, upon the data controller’s written request, or upon fulfillment of all purposes agreed in the context of the services whereby no further processing is required the data processor will at the discretion of the data controller delete, destroy, or return all personal data to the data controller and destroy or return any existing copies.

9.2. The data processor will notify all third parties supporting its own processing of the personal data of the termination of the data processing agreement and ensure that all such third parties will destroy or return the personal data to the data controller at the data controller’s discretion.

10. Assistance to Data Controller

10.1. The data processor will assist the data controller by appropriate technical and organizational measures as much as possible with the fulfillment of the data controller’s obligation to respond to requests for exercising the data subject’s rights under the EU Data Protection Law.

10.2. Taking the nature of processing and the information available to the data processor into account, the data processor will assist the data controller with ensuring compliance with obligations pursuant to Section 4 (Security), as well as other data controller obligations under the EU Data Protection Law that are relevant to the data processing described in Annex 1.

10.3. The data processor will make all information necessary to demonstrate compliance with the data processor’s obligations available to the data controller, allow for, and contribute to audits, including inspections, conducted by the data controller or another auditor mandated by the data controller.

11. Duration and Termination

11.1. This data processing agreement will come into effect on the date stated below with the names and signatures of the data controller and data processor.

11.2. Termination or expiration of this data processing agreement will not discharge the data processor from its confidentiality obligations.

11.3. The data processor will process personal data until instructed by the data controller to cease processing, or until such data are returned or destroyed on the data controller’s instruction.

12. Choice of Law and Jurisdiction

12.1. The parties to this DPA agree to submit to the choice of law and jurisdiction specified in the principle terms and conditions with respect to any disputes or claims arising under this DPA, including disputes regarding its existence, validity, or termination.

Annex 1:

Types of personal data that will be processed in the scope of the Data Processing Agreement:

Customer and/or user’s first and last name, email address, physical address, company name, payment gateway transactions, phone number, username, and password. NO credit card or payment method information will ever be stored by us.

Categories of Data Subjects:

Customers and users.

Nature and purpose of the Data Processing:

To provide our users and customers with our products and services.

Annex 2: Security Measures

Data Processor will:

1. ensure that the personal data can be accessed only by authorized personnel for the purposes of this data processing agreement

2. take all reasonable measures to prevent unauthorized access to the personal data through the use of appropriate physical and logical (passwords) entry controls, securing areas for data processing, and implementing procedures for monitoring the use of data processing facilities

3. build in system and audit trails

4. use secure passwords, network intrusion detection technology, encryption and authentication technology, secure login procedures, and virus protection

5. account for all risks presented by processing, for example from accidental or unlawful destruction, loss, or alteration, unauthorized or unlawful storage, processing, access, or disclosure of personal data

6. ensure pseudonymization and/or encryption of personal data where appropriate

7. maintain the ability to ensure ongoing confidentiality, integrity, availability, and resilience of processing systems and services

8. maintain the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident

9. implement a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of processing of personal data

10. monitor compliance on an ongoing basis.