Data Processing Addendum
This Data Processing Addendum (“DPA”) is entered into by and between Popout, Inc. d/b/a Shippo (“Data Processor”) and the party signing below (“Company” or “Data Controller”) (together as the “Parties”). This Addendum forms part of the agreement executed between the Company and Shippo for provision of services, and if no such agreement exists, then part of Shippo’s Terms of Use and Privacy Policy, published at www.shippo.com, or successor URL (the “Agreement”).
Company enters into this Addendum on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates. For the purposes of this Addendum only, and except where indicated otherwise, the term “Company” shall include Company and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. In the course of providing the Services to Company pursuant to the Agreement, the Data Processor may process Personal Data on behalf of Company and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith. In the event of a conflict between the terms and conditions of this Addendum and the Agreement, the terms and conditions of this Addendum shall supersede and control.
WHEREAS
- The Company acts as a Data Controller.
- The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
- 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” or “GDPR”).
- The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
- Definitions and Interpretation
Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
“Company Personal Data” means any Personal Data Processed by a Sub-Processor on behalf of Company pursuant to or in connection with the Agreement;
“DPA” means this Data Processing Addendum and all Schedules;
“Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
“EEA” means the European Economic Area;
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“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;
“Data Transfer” means:
(a) a transfer of Company Personal Data from the Company to a Sub-Processor; or
(b) an onward transfer of Company Personal Data from a Sub-Processor to a Subcontracted Processor, or between two establishments of a Sub-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);
“Services” meansthe postage label generation, package rating and tracking, address validation, and other accessorialservices provided by the Data Processor through its website www.shippo.com or as integrated using an application programming interface (API).
“Sub-Processor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.
The terms, “Commission”, “Company”, “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.
- Processing of Company Personal Data
Data Processor shall:
(a) comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
(b) not Process Company Personal Data other than on the relevant Company’s documented instructions.
(c) The Company instructs Data Processor to process Company Personal Data. 3. Processor Personnel
Data Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Sub-Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Company Personal Data, as strictly necessary for the purposes of the Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Data Processor and Sub-Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
- Security
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, Data Processor shall in relation to the Company Personal Data implement appropriate
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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.
In assessing the appropriate level of security, Data Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
- Sub-Processors
Data Controller acknowledges and agrees that Data Processor may (1) engage its affiliates and the Authorized Sub-Processors listed in Exhibit A to this DPA to access and Process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the Processing of Personal Data. By way of this DPA, Data Controller provides general written authorization to Processor to engage sub-processors as necessary to perform the Services.
A list of Data Processor’s current Authorized Sub-Processors (the “List”) will be made available to Data Controller, either attached hereto, at a link provided to Data Controller, via email or through another means made available to Data Controller. The List may be updated by Data Processor from time to time to maintain accuracy. The List may provide a mechanism to subscribe to notifications of new Authorized Sub-Processors and Data Controller agrees to subscribe to such notifications where available. At least ten (10) days before enabling any third party other than Authorized Sub-Processors to access or participate in the Processing of Personal Data, Data Processor will add such third party to the List. Data Controller may reasonably object to such an engagement on legitimate grounds by informing Data Processor in writing within ten (10) days of receipt of the aforementioned notice by Data Controller. Data Controller acknowledges that certain Sub-Processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Data Processor from offering the Services to Data Controller.
If Data Controller reasonably objects to an engagement in accordance with this section, and Data Processor cannot provide a commercially reasonable alternative within a reasonable period of time, Data Processor may terminate this Addendum. Termination shall not relieve Data Controller of any fees owed to Processor under the Agreement.
If Data Controller does not object to the engagement of a third party in accordance with this section within ten (10) days of notice by Data Processor, that third party will be deemed an Authorized Sub-Processor for the purposes of this Addendum.
Data Processor will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on Data Processor under this Addendum with respect to the protection of Personal Data. In case an Authorized Sub Processor fails to fulfill its data protection obligations under such written agreement with Data Processor, Data Processor will remain liable to Data Controller for the performance of the Authorized Sub-Processor’s obligations under such agreement.
- Data Subject Rights
Taking into account the nature of the Processing, Data Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, for the
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fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
Data Processor shall:
(a) promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
(b) 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 Data Processor is subject, in which case Data Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Sub-Processor responds to the request.
- Personal Data Breach
Data Processor shall notify Company without undue delay upon Data 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.
Data 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.
- Data Protection Impact Assessment and Prior Consultation
Data 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 Sub-Processors.
- Deletion or Return of Company Personal Data
Subject to this section 9, Data Processor shall promptly and in any event within ten (10) business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.
Data Processor shall provide written certification to Company that it has fully complied with this section 9 within ten (10) business days of the Cessation Date.
- Audit Rights
Subject to this section 10, Data 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 Data Processor and Sub-Processors.
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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.
- Data Transfer
The Data Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses adopted by the European Commission pursuant to implementing Decision (EU) 2021/914 under Article 46 of the GDPR for the transfer of Personal Data from data exporters in the EEA to data importers in third countries.
- General Terms
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.
Notices. All notices and communications given under this DPA 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 signature blocks below at such other address as notified from time to time by the Parties changing address.
- Governing Law and Jurisdiction
This Agreement is governed by the laws of the state of California without giving effect to its conflict of laws principles.
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 Santa Clara County.
- CCPA Addendum
The Parties acknowledge and agree that Popout, Inc D/B/A Shippo, Inc. is a service provider for the purposes of the California Consumer Privacy Act (“CCPA”) and is receiving personal information from Company pursuant to the Agreement for a business purpose. Service Provider shall not sell any such personal information. Service Provider shall not retain, use or disclose any personal information provided by Company pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Company pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale,” and “sell” are as
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defined in Section 1798.140 of the CCPA. Service Provider certifies that it understands the restrictions of this Section 14.
IN WITNESS WHEREOF the parties have caused this DPA to be executed by their duly authorized representatives as of the date last signed below (“Effective Date”).
Data Processor: Popout, Inc. d/b/a Shippo | Company: |
Signed: | Signed: |
Name/Title: Aparna D. Williams, Head of Legal | Name/Title: |
Date: | Date: |
Address: 731 Market Street, Suite 200
San Francisco, CA 94103, USA |
Address: |
Contact Name: | Contact Name: |
Contact Email: | Contact Email: |
Data Processing Addendum – Shippo (Rev.20211110)
EXHIBIT A
Shippo’s Authorized Sub-Processors
Data Controller acknowledges and agrees that the following entities shall be deemed Authorized Sub Processors that may Process Personal Data pursuant to this Addendum:
Function Name Entity Country | |
Infrastructure Services |
Amazon Web Services Cloudflare
|
Payment |
Stripe Braintree (Paypal)
|
MailChimp Hubspot
|
|
Customer Support |
Zendesk Drift FullStory Sift Science Bouncer Salesloft
|
Analytics |
Mode
|
Customer Relationship Management |
Salesforce Sale Cloud
|
Product Development |
Appcues Heap Analytics Launch Darkly
|
System Monitoring |
Sumo Logic
|
Carriers |
https://goshippo.com/carriers/
|
Address Validation |
SmartyStreets Melissa Data USPS FedEx
|