This Data Processing Addendum ("DPA") is an amendment that applies to all of your agreements ("Agreements") with Goodbye App Corporation (referred to as "Goodbye App"). This DPA applies to the extent that Goodbye App processes (i) as Your processor, any personal data originating from the European Economic Area ("EEA"), Switzerland, the United Kingdom ("UK"), Brazil, or Japan, or (ii) as Your service provider, any personal information of California consumers (collectively referred to as "Your Data"). This DPA forms part of the Contract for Services (“Principal Agreement“) between
You, the business customer named in the Principal Agreement (the “Company” or “Data Controller”) and
Goodbye App Corporation, 928 21ST ST APT 1 SANTA MONICA, CA 90403 U.S.A. (the “Data Processor”)
(together as the “Parties”)
WHEREAS
(A) The Company acts as a Data Controller.
(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
(C) The Data Processor uses Subprocessors to hold the data and to carry the email it sends. They are Google, through Google Cloud and Firebase, which is where the data is stored and processed, and through reCAPTCHA, which sits on the sign-up, report and contact forms; and Mailgun, which carries email. There are no others, and they are the providers named in the Goodbye App Privacy Policy.
Google LLC, 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA, and Mailgun Technologies, Inc. (the “Data Subprocessors”)
(D) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the 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 the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
(E) The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;
1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
1.1.3 “Contracted Processor” means the Data Processor and any Subprocessors;
1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5 “EEA” means the European Economic Area;
1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8 “Data Transfer” means:
1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or
1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
1.1.9 “Services” means the services the Processor provides to the Company under the Principal Agreement;
1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.
1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2.1 Processor shall:
2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
2.1.2 not Process Company Personal Data other than on the relevant Company’s documented instructions.
2.2 The Company instructs Processor to process Company Personal Data.
3.1 You have the authority to determine the purposes for processing Your Data, along with the methods and procedures involved.
3.2 You affirm, assure, and agree that regarding Your Data provided to Goodbye App under this DPA, You:
3.2.1 adhere to data security and other obligations mandated by Applicable Data Protection Law for controllers or businesses;
3.2.2 confirm that the provision of Your Data to Goodbye App complies with Applicable Data Protection Law;
3.2.3 have established a procedure for the exercise of the rights of the data subjects/consumers whose personal data or personal information is collected;
3.2.4 process only personal data or personal information that has been legally and validly collected, ensuring that such data or information is pertinent and appropriate for the intended purposes.
3.2.5 share Your Data with Goodbye App solely for lawful business purposes aligned with the disclosures made to Your Data subjects/consumers in your privacy policies, and You do not sell Your Data to Goodbye App;
3.2.6 ensure that, after assessing the requirements of Applicable Data Protection Law, the security and confidentiality measures provided by this DPA are adequate to protect Your Data against any accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, particularly during data transmission over a network, as well as any other forms of unlawful or unauthorized processing; and
3.2.7 will take reasonable steps to ensure compliance with the provisions of this DPA by Your personnel and by any person accessing or using Your Data on Your behalf.
3.3 One person operates Goodbye App and is the only person with access to Company Personal Data held by the Processor. There are no employees, agents or contractors with access to it, and there is no outside company that reads it. If that changes, access will be limited to those who need it for the purposes of the Principal Agreement, and those individuals will be under confidentiality undertakings or professional or statutory obligations of confidentiality. The Subprocessors named above hold their own staff to their own published terms.
4.1 Taking into account the state of the art, the costs of implementation and 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, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
4.3 Upon your request (not exceeding one request per calendar year unless mandated by Applicable Data Protection Law), Goodbye App will certify in writing its compliance with Sections 4-6 of this DPA upon receiving an email at legal@goodbyeapp.com. There is no separate data protection officer here. One person runs this service and answers that address.
5.1 The Subprocessors named in recital (C) are authorized by the Company on entering this Agreement. They are how the service runs: the data is held on Google's machines and the email is carried by Mailgun, and there is no version of the service without them. The Processor shall not appoint any other Subprocessor, or disclose any Company Personal Data to one, unless required or authorized by the Company.
5.2 Processor shall inform the Company of any intended changes concerning the addition or replacement of Subprocessors, thereby giving the Company the opportunity to object to such changes.
5.3 Processor shall ensure that the arrangement between Processor and any Subprocessor is governed by a written contract including terms which offer at least the same level of protection for Company Personal Data as those set out in this Agreement and meet the requirements of Article 28(3) of the GDPR.
6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
6.2 Processor shall:
6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.
7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8.1 Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
9.1 Subject to this section 9, on the date any Services involving the Processing of Company Personal Data cease (the “Cessation Date”), the Processor shall delete and procure the deletion of all copies of those Company Personal Data. That deletion is started on the Cessation Date and carried out by hand, so no fixed number of days is promised here.
9.2 Two things are not deleted, and both are set out in the Goodbye App Privacy Policy. The first is what the law requires the Processor to keep, for as long as it requires it. The second is anything already delivered to the person it was written to. That belongs to them from the moment it arrives, and no deletion asked for by anybody else reaches backwards and takes it off them.
10.1 Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.
10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11.1 Company Personal Data is stored and processed in the United States. That is where this service is run from and where Google holds the data, and there is no configuration of it that keeps the data inside the European Economic Area. Entering this Agreement is the Company's consent to that transfer. For it the Parties rely on the European Commission's standard contractual clauses, and on an adequacy decision where one applies. The Processor may not transfer Company Personal Data to any other country outside the EEA, or authorize anybody else to, without the prior written consent of the Company.
12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.
12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.
13.1 This Agreement is governed by the laws of the State of Delaware, USA.
13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Wilmington, Delaware, USA, subject to possible appeal to the United States Court of Appeals for the Third Circuit.
IN WITNESS WHEREOF, this Agreement is entered into with effect from the date signed below.
This page is the form of the agreement. It is not an executed copy, and it is not signed until both parties sign it. A copy executed for your organization is issued on request to legal@goodbyeapp.com.
The business customer named in the Principal Agreement.
Signature:
Name:
Title:
Date Signed:
Goodbye App Corporation
Signature:
Name: Calvin James Heath
Title: President and CEO
Date Signed:
Google LLC, 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA, through Google Cloud, Firebase and reCAPTCHA.
Mailgun Technologies, Inc., which carries the email this service sends.
This agreement is written in English and may be translated into other languages and made available by Goodbye App. The version in English will prevail over versions translated into other languages, which are for mere reference.