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 

1. The Company acts as a Data Controller. 
2. The Company wishes to subcontract certain Services, which imply the processing of personal data,  to the Data Processor. 
3. 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”). 
4. The Parties wish to lay down their rights and obligations. 

IT IS AGREED AS FOLLOWS: 

1. 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. 

2. 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. 

4. 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 

Data Processing Addendum – Shippo (Rev.20211110) 

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. 

5. 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. 

6. 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 

Data Processing Addendum – Shippo (Rev.20211110) 

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. 

7. 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. 

8. 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. 

9. 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. 

10. 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. 

11. 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. 

12. 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. 

13. 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. 

14. 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)
Email	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