This Exponexa Data Processing Agreement and its Annexes A,B, and C (“DPA”) is between Exponexa LLC (hereinafter referred to as “QORD.ai”) and the party executing this agreement as Customer (“Customer”). This DPA reflects the parties’ agreement with respect to the Processing of Personal Data by QORD.ai on behalf of Customer in connection with the Service under the contemporaneously-executed Terms of Service agreement between the parties(“Agreement”).
This DPA is part of the Agreement and is effective uponexecution or another time as specified in the Agreement, an Order or anexecuted amendment to the Agreement. In case of any conflict or inconsistencywith the terms of the Agreement, this DPA will take precedence over the termsof the Agreement to the extent of such conflict or inconsistency, and it willsupersede any previous DPA.
1. Definitions
a. CCPA means California Civil Code Sec. 1798.100 et seq. as amended (also known as the California Consumer Privacy Act of 2018),including the California Privacy Rights Act amendments to the CCPA.
b. California Personal Information means Personal Datathat is subject to the protection of the CCPA.
c. Controller, Processor, Data Subject, Personal Data,Personal Data Breach, Process, and Processing shall have the meaning given tothem in the Data Protection Laws;
d. Customer Personal Data means any information relatingto an identified or identifiable individual where (i) such information iscontained within Customer Data provided under the Agreement; and (ii) isprotected as personal data, personal information or personally identifiableinformation under applicable Data Protection Laws.
e. Data Protection Laws means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under theAgreement, including without limitation, the European Data Protection Laws, the CCPA, and other US laws; in each case as amended, repealed, consolidated orreplaced from time to time.
f. Europe means the European Union, the EuropeanEconomic Area and/or their member states, Switzerland and the United Kingdom.
g. European Data means Personal Data that is subject tothe protection of European Data Protection Laws.
h. European Data Protection Laws means data protection laws applicable in Europe, including: (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, the GDPR; (ii) Directive 2002/58/EC concerning the Processing of personal data and the protection of privacy in the electronic communications sector; and (iii)applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"); and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance ("Swiss DPA"); in each case, as may be amended, superseded or replaced.
i. GDPR means the General Data Protection Regulation((EU) 2016/679), and the retained UK version of the same;
j. Standard Contractual Clauses means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914of 4 June 2021 currently found at https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc/standard-contractual-clauses-international-transfers_en, as may be amended, superseded or replaced;
k. UK Addendum means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced.
2. Compliance. Both parties will comply with all applicable requirements of Data Protection Laws. This schedule is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Laws.
3. Controller/Processor. The parties have determined that for the purposes of Data Protection Laws, QORD.ai shall process the Customer Personal Data as processor on behalf of the Customer. Customer may be either a Controller or Processor.
4. Consents. Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Customer Personal Data to QORD.ai , and the lawful collection of the same by the Customer using the QORD.ai Services for the duration and purposes of the Agreement and DPA, and shall indemnify QORD.ai against all loss and damage(including fines) arising from a failure to do so.
5. Nature, Scope, Purpose of Processing, and Data Subjects. Annex A sets out the scope, nature, and purpose of Customer Personal Data Processing by QORD.ai , the duration of the Processing and the types of Customer Personal Data and categories of Data Subjects.
6. Customer Instructions. QORD.ai shall process Customer Personal Data only on the documented instructions of the Customer, unless QORD.ai is required by any applicable laws to otherwise process that Customer Personal Data. The Agreement and DPA are deemed to be the instructions of Customer; the parties may agree to additional instructions. QORD.ai shall inform the Customer if, in the opinion of QORD.ai , the instructions of the Customer breach Data Protection Laws;
7. QORD.ai Obligations. QORD.ai will:
a. Implement and maintain appropriate technical and organizational measures to protect Customer Personal Data from Personal Data Breaches, as described under Annex B to this DPA ("Security Measures"). Notwithstanding any provision to the contrary, QORD.ai may modify or update the Security Measures at QORD.ai's discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
b. Ensure that any personnel engaged and authorized by Qord.ai to process Customer Personal Data have committed themselves to confidentialityor are under an appropriate statutory or common law obligation ofconfidentiality;
c. Assist the Customer insofar as this is reasonably possible (taking into account the nature of the Processing and the information available to QORD.ai ), and at the Customer's cost and written request, in responding to any request from a Data Subject and in ensuring the Customer's compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
d. Notify the Customer without undue delay on becoming aware of a Personal Data Breach involving the Customer Personal Data;
e. At the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Agreement unless QORD.ai is required by any applicable law to continue to process that Customer Personal Data. For the purposes of this paragraph, Customer Personal Data shall be considered deleted where it is put beyond further use by QORD.ai ;
f. For European Data, assist Customer in ensuring compliance with Articles 32 to 36 of the GDPR; make available all information reasonably necessary to demonstrate compliance with this DPA available to Customer and allow for and reasonably contribute to audits, including inspections conducted by Customer to assess compliance with this DPA to the extent required by Data Protection Laws; and will make available all information reasonably necessary to demonstrate compliance with GDPR Article 28requirements for Processors; and
g. Maintain records to demonstrate its compliance with this paragraph
8. Service Provider. The parties agree that if the CCPA applies, Customer is a “business” and QORD.ai is a “service provider” as defined under the CCPA. QORD.ai will not retain, use, or disclose the California Personal Information it collects pursuant to the Agreement for any purposes other than to perform the Agreement or as otherwise permitted by the CCPA; and (b) QORD.ai will not retain, use, or disclose the California Personal Information it collects pursuant to this the Agreement outside of the direct business relationship between QORD.ai and Customer, unless otherwise permitted by the CCPA. QORD.ai will not “sell” or “share” California Personal Information as those terms are defined in the CCPA or combine the California Personal Information with personal information obtained from sources other than Customer, except to the extent necessary to perform the Agreement. From time to time, Customer may ask for, and QORD.ai will provide, reasonable evidence of its compliance with this Section 8.
9. Sub processors. The Customer provides its prior, general authorization for QORD.ai to appoint Processors to process the Customer Personal Data, provided that QORD.ai shall ensure that the terms on which it appoints such processors comply with Data Protection Laws, and are consistent with the obligations imposed on QORD.ai in this paragraph; and shall remain responsible for the acts and omission of any such Processor as if they were the acts and omissions of QORD.ai . QORD.ai has currently appointed, as Sub-Processors, the third parties listed in Annex C to this DPA. QORD.ai will notify Customer if QORD.ai adds or replaces any Sub-Processors listed in Annex C at least 30 days prior to any such changes, if Customer opts-in to receive such emails by contacting QORD.ai . QORD.ai will include substantially the same protections for Customer Personal Data as those in the DPA.
10. European Data: Transfer Mechanisms for Data Transfers/Standard Contractual Clauses.
a. QORD.ai will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such Personal Data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
b. Customer acknowledges that in connection with the performance of the Service, QORD.ai is a recipient of European Data in the United States. Subject to sub-sections (c), the parties agree that the Standard Contractual Clauses will be incorporated by reference and form part of the Agreement as follows:
c. If QORD.ai cannot comply with its obligations under the Standard Contractual Clauses or is breach of any warranties under the Standard Contractual Clauses or UK Addendum (as applicable) for any reason, and Customer intends to suspend the transfer of European Data to QORD.ai or terminate the Standard Contractual Clauses, or UK Addendum, Customer agrees to provide QORD.ai with reasonable notice to enable QORD.ai to cure such non-compliance and reasonably cooperate with QORD.ai to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If QORD.ai has not or cannot cure the non-compliance, Customer may suspend or terminate the affected part of the Service in accordance with the Agreement without liability to either party (but without prejudice to any fees Customer have incurred prior to such suspension or termination).
11. Amendments. Notwithstanding anything else to the contrary in the Agreement, QORD.ai reserves the right to make any updates and changes to this DPA, including to address changes in Data Protection Laws and to revise the security provisions in this DPA, so long as QORD.ai does not materially reduce the overall security level provided to Customer Personal Data.
ANNEX A - Details of Processing
A. List of Parties
Data exporter:
Name: You, as defined in QORD.ai's Terms of Service
Address: Your address as specified by your Platform Account
Contact person’s name, position and contact details: Your contact details, as specified by your Platform Account
Activities relevant to the data transferred under these Clauses: Performance of the Agreement between the parties as a Controller.
Role (controller/processor): Controller or Processor
Data importer:
Name: Exponexa, LLC
Address: 108 W Dallas St #9, Broken Arrow, OK74012
Contact person’s name, position and contact details: Jared Auld, Co-Founder
Activities relevant to the data transferred under these Clauses: Performance of the Agreement between the parties.
Role (controller/processor): Processor
B. Description of Transfer
Categories of Data Subjects whose Personal Data is Transferred: Customers and potential customers of clients.
Categories of Personal Data Transferred: The Personal Data input and collected as decided by the Customer, including name, age, date of birth, phone number, email address, social media profiles.
Sensitive Data transferred and applied restrictions or safeguards: The parties do not anticipate the transfer of sensitive data.
Frequency of the transfer: Variable during the Agreement term.
Subject Matter and Nature of the Processing: QORD.ai will provide the Services to the Customer under the Agreement between the parties. The Customer will use the Services to collect and process Personal Data of their customers and potential customers for the purposes of managing and carrying out marketing activities, which may be targeted to their customers and potential customers.
The Processing will involve collecting, storing, recording, contacting and managing Personal Data, in particular for the purpose of running marketing campaigns, providing marketing services, and managing marketing generally.
Purpose of the transfer and further Processing: QORD.ai will Process Personal Data as necessary to provide the Service pursuant to the Agreement, as further specified in an order form, and as further instructed by Customer in Customer’s use of the Service.
Period for which Personal Data will be retained: The duration of the period in which the Customer accesses and uses the QORD.ai platform under the Services Agreement.
C. Competent Supervisory Authority:
For the purposes of the Standard Contractual Clauses, the supervisory authority that will act as competent supervisory authority will be determined in accordance with the Transfer Mechanisms for Data Transfers section of this DPA.
ANNEX B to the Standard Contractual Clauses
Description of the technical and organizational security measures implemented by the data importer in accordance with clause 4(d) and clause 5(c) (or documents/legislation attached):