This Data Processing Addendum ("DPA"), supplements the Agreement between CoachAccountable LLC (“CoachAccountable”) and you, the customer of CoachAccountable ("Customer"). This DPA applies to the extent you are using the Services in the context of your data processing activities that are subject to the EU General Data Protection Regulation ("GDPR").
By using CoachAccountable you agree to enter into this DPA with CoachAccountable. Collectively, you and CoachAccountable are referred to in this DPA as the "parties". All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.
"Agreement" means CoachAccountable’s Terms of Service, which govern the provision of the Services to Customer, as such terms may be updated by CoachAccountable from time to time.
"Customer Data" means any Personal Data that CoachAccountable processes on behalf of Customer as a Data Processor in the course of providing Services, as more particularly described in this DPA.
"Data Protection Laws" means all data protection and privacy laws applicable to the processing of Personal Data under the Agreement, including, where applicable, EU Data Protection Law.
"Data Controller" means an entity that determines the purposes and means of the processing of Personal Data.
"Data Processor" means an entity that processes Personal Data on behalf of a Data Controller.
"EU Data Protection Law" means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded or replaced).
"EEA" means, for the purposes of this DPA, the European Economic Area, United Kingdom and Switzerland.
"Personal Data" means any information relating to an identified or identifiable natural person.
"Processing" has the meaning given to it in the GDPR and "process", "processes" and "processed" shall be interpreted accordingly.
"Security Incident" means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data.
"Services" means any product or service provided by CoachAccountable to Customer pursuant to the Agreement.
"Sub-processor" means any Data Processor engaged by CoachAccountable to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA.
2.1 The parties agree that this DPA shall replace any existing DPA the parties may have previously entered into in connection with the Services.
2.2 Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict.
2.3 Any claims brought under or in connection with this DPA shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement.
2.4 Any claims against CoachAccountable under this DPA shall be brought solely against the entity that is a party to the Agreement. In no event shall any party limit its liability with respect to any individual's data protection rights under this DPA or otherwise. Customer further agrees that any regulatory penalties incurred by CoachAccountable in relation to the Customer Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under this DPA or any applicable Data Protection Laws shall count toward and reduce CoachAccountable’s liability under the Agreement as if it were liability to the Customer under the Agreement.
2.5 No one other than a party to this DPA, its successors and permitted assignees shall have any right to enforce any of its terms.
2.6 This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.
3.1 This DPA applies where and only to the extent that CoachAccountable processes Customer Data that originates from the EEA and/or that is otherwise subject to EU Data Protection Law on behalf of Customer as Data Processor in the course of providing Services pursuant to the Agreement.
4.1 Role of the Parties. As between CoachAccountable and Customer, Customer is the Data Controller of Customer Data, and CoachAccountable shall process Customer Data only as a Data Processor acting on behalf of Customer.
4.2 Customer Processing of Customer Data. Customer agrees that (i) it shall comply with its obligations as a Data Controller under Data Protection Laws in respect of its processing of Customer Data and any processing instructions it issues to CoachAccountable; and (ii) it has provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection Laws for CoachAccountable to process Customer Data and provide the Services pursuant to the Agreement and this DPA.
4.3 CoachAccountable Processing of Customer Data. CoachAccountable shall process Customer Data only for the purposes described in this DPA and only in accordance with Customer’s documented lawful instructions. The parties agree that this DPA and the Agreement set out the Customer’s complete and final instructions to CoachAccountable in relation to the processing of Customer Data and processing outside the scope of these instructions (if any) shall require prior written agreement between Customer and CoachAccountable.
4.4 Details of Data Processing
(a) Subject matter: The subject matter of the data processing under this DPA is the Customer Data.
(b) Duration: As between CoachAccountable and Customer, the duration of the data processing under this DPA is until the termination of the Agreement in accordance with its terms.
(c) Purpose: The purpose of the data processing under this DPA is the provision of the Services to the Customer and the performance of CoachAccountable's obligations under the Agreement (including this DPA) or as otherwise agreed by the parties.
(d) Nature of the processing: CoachAccountable provides a platform for facilitating coaching documentation, collaboration, the delivery of coaching programs, and other related services, as described in the Agreement.
(e) Categories of data subjects: Any individual accessing and/or using the Services through the Customer's account ("Coaches"); and any individual whom they invite to their account for the sake of collaboration (collectively, “Clients” and "Personnel").
(f) Types of Customer Data:
(i) User Account Data: identification and contact data (name, email, phone number(s), address, title, contact details, username); financial information (credit card details, account details, payment information);
(ii) Usage Data: Automatically collected log information including log in activity (when, browser, IP address); in-app activity (when and what); website visitor analytics.
(iii) Coaching Data: any and all information added/stored/uploaded to the Service by Coach or Client.
5.1 Authorized Sub-processors. Customer agrees that CoachAccountable may engage Sub-processors to process Customer Data on Customer's behalf. The Sub-processors currently engaged by CoachAccountable and authorized by Customer are listed here.
5.2 Sub-processor Obligations. CoachAccountable shall: (i) enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Customer Data to the standard required by Data Protection Laws; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause CoachAccountable to breach any of its obligations under this DPA.
6.1 Security Measures. CoachAccountable shall implement and maintain appropriate technical and organizational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of the Customer Data, in accordance with CoachAccountable's security standards.
6.2 Updates to Security Measures. Customer is responsible for reviewing the information made available by CoachAccountable relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures are subject to technical progress and development and that CoachAccountable may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.
6.3 Customer Responsibilities. Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Customer Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Customer Data uploaded to the Services.
7.1 Data center locations. CoachAccountable may transfer and process Customer Data anywhere in the world where CoachAccountable or its Sub-processors maintain data processing operations. CoachAccountable shall at all times provide an adequate level of protection for the Customer Data processed, in accordance with the requirements of Data Protection Laws.
7.2 Standard Contractual Clauses. To the extent that CoachAccountable processes any Customer Data protected by EU Data Protection Law under the Agreement and/or that originates from the EEA, in a country that has not been designated by the European Commission or Swiss Federal Data Protection Authority (as applicable) as providing an adequate level of protection for Personal Data, the parties acknowledge that CoachAccountable shall be deemed to provide adequate protection (within the meaning of EU Data Protection Law) for any such Customer Data by virtue of the Customer (as "data exporter") and CoachAccountable (as "data importer") entering into the contractual clauses set out below in Exhibit A.
8.1 Confidentiality of processing. CoachAccountable shall ensure that any person who is authorized by CoachAccountable to process Customer Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
8.2 Security Incident Response. Upon becoming aware of a Security Incident, CoachAccountable shall notify Customer without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer.
9.1 CoachAccountable shall provide an up-to-date list of the Sub-processors it has appointed upon written request from Customer.
9.2 Customer may object in writing to CoachAccountable’s appointment of a new Sub-processor within five (5) calendar days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties shall discuss such concerns in good faith with a view to achieving resolution. If this is not possible, Customer may suspend or terminate the Agreement (without prejudice to any fees incurred by Customer prior to suspension or termination).
10.1 Upon termination or expiration of the Agreement, CoachAccountable shall (at Customer's election) delete or return to Customer all Customer Data (including copies) in its possession or control, save that this requirement shall not apply to the extent CoachAccountable is required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which Customer Data CoachAccountable shall securely isolate and protect from any further processing, except to the extent required by applicable law.
11.1 The Services provide Customer with a number of controls that Customer may use to retrieve, correct, delete or restrict Customer Data, which Customer may use to assist it in connection with its obligations under the GDPR, including its obligations relating to responding to requests from data subjects or applicable data protection authorities. To the extent that Customer is unable to independently access the relevant Customer Data within the Services, CoachAccountable shall (at Customer's expense) provide reasonable cooperation to assist Customer 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 that any such request is made directly to CoachAccountable, CoachAccountable shall not respond to such communication directly without Customer's prior authorization, unless legally compelled to do so. If CoachAccountable is required to respond to such a request, CoachAccountable shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.
11.2 If a law enforcement agency sends CoachAccountable a demand for Customer Data (for example, through a subpoena or court order), CoachAccountable shall attempt to redirect the law enforcement agency to request that data directly from Customer. As part of this effort, CoachAccountable may provide Customer’s basic contact information to the law enforcement agency. If compelled to disclose Customer Data to a law enforcement agency, then CoachAccountable shall give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless CoachAccountable is legally prohibited from doing so.
12.3 To the extent CoachAccountable is required under EU Data Protection Law, CoachAccountable shall (at Customer's expense) provide reasonably requested information regarding the Services to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.
i. any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,ii. any accidental or unauthorised access, andiii. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
a. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;b. to refer the dispute to the courts in the Member State in which the data exporter is established.
a. Duration and Object of Data Processing. The duration of data processing shall be for the term designated under the applicable contract for the Services. The object of the processing is set forth in the contract governing the Services.b. Scope and Purpose of Data Processing. The scope and purpose of processing personal data is described in the applicable contract governing the Services. The data importer operates a server environment located in the USA, and processing takes place in the USA and in any jurisdiction where data importer's sub-processors operate.c. Data Exporter’s Instructions. Data importer will only act upon data exporter’s instructions.d. Customer Data Deletion or Return. Upon expiration or termination of data exporter’s use of the Services, data importer will return or delete customer data as set forth in the parties’ agreements.
a. Security Roles and Responsibilities. The Data Importer has appointed John Larson as the security officer responsible for coordinating and monitoring the security rules and procedures.b. Duty of Confidentiality. The Data Importer's personnel with access to customer data are subject to confidentiality obligations.
a. Asset Inventory. The Data Importer maintains an inventory of all media on which customer data is stored. Access to the inventories of such media is restricted to authorized personnel.b. Asset Handling.
i. The Data Importer employees can access customer data only via the Data Importer's network by encrypted channels.ii. All access to customer data by Data Importer employees is logged.iii. Customer data access by Data Importer employees is routinely monitored.
a. Physical Access to Facilities. The Data Importer limits access to facilities where information systems that process customer data are located to identified authorized individuals who require such access for the performance of their job function. Data Importer terminates the physical access of individuals promptly following the date of the termination of their employment or services or their transfer to a role no longer requiring access to customer data.b. Physical Access to Components. The Data Importer maintains records of the incoming and outgoing media containing customer data, including the kind of media, the authorized sender/recipients, date and time, the number of media and the types of customer data they contain.c. Protection from Disruptions. The Data Importer uses commercially reasonable systems and measures to protect against loss of data due to power supply failure or line interference.d. Component Disposal. The Data Importer uses commercially reasonable processes to delete customer data when it is no longer needed.
a. Security Documents. The Data Importer maintains security documents describing its security measures and the relevant procedures and responsibilities of its personnel.b. Data Recovery Procedures.
i. On an ongoing basis, the Data Importer maintains multiple copies of customer data from which it can be recovered.ii. The Data Importer stores copies of customer data and a data recovery procedures in a different place from where the primary computer equipment processing the customer data is located.iii. The Data Importer has procedures in place governing access to copies of customer data.
c. Encryption; Mobile Media. The Data Importer uses HTTPS encryption on all data connections. The Data Importer restricts access to customer data in media leaving its facilities. The Data Importer further has a destruction policy for hardware in the data center that stores customer data.d. Event Logging. The Data Importer logs the use of our data-processing systems. These logs are maintained for at least 10 days.
a. Records of Access Rights. The Data Importer maintains a record of security privileges of individuals having access to customer data.b. Access Authorization.
i. The Data Importer maintains and updates a record of personnel authorized to access systems that contain customer data.ii. The Data Importer deactivates authentication credentials of employees or contract workers immediately upon the termination of their employment or services.iii. The Data Importer identifies those personnel who may grant, alter or cancel authorized access to data and resources.
c. Least Privilege.
i. Technical support personnel are only permitted to have access to customer data when needed for the performance of their job function.ii. The Data Importer restricts access to customer data to only those individuals who require such access to perform their job function.
d. Integrity and Confidentiality.
i. The Data Importer instructs its personnel to disable administrative sessions when leaving the Data Importer's premises or when computers are unattended.ii. The Data Importer stores passwords in a way that makes them unintelligible while they are in force.
i. The Data Importer uses commercially reasonable practices to identify and authenticate users who attempt to access information systems.ii. Where authentication mechanisms are based on passwords, the Data Importer requires the password to be at least eight characters long.iii. The Data Importer ensures that de-activated or expired identifiers are not granted to other individuals.iv. The Data Importer maintains commercially reasonable procedures to deactivate passwords that have been corrupted or inadvertently disclosed or pursuant to a number of failed login attempts.v. The Data Importer uses commercially reasonable password protection practices, including practices designed to maintain the confidentiality and integrity of passwords when they are assigned and distributed, and during storage.
f. Network Design. The Data Importer has controls to avoid individuals assuming access rights they have not been assigned to gain access to customer data they are not authorized to access.
a. Record of Breaches. The Data Importer maintains a record of security breaches with a description of the breach, the time period, the consequences of the breach, the name of the reporter, and to whom the breach was reported, and the procedure for recovering data.b. Record of Disclosure. The Data Importer tracks disclosures of customer data, including what data has been disclosed, to whom, and at what time.