Data Processing Agreement
1. Introduction
This Data Processing Agreement sets forth the terms and conditions for the processing of personal data (the “DPA”) by Juno Live Inc. as the Data Processor (the “Data Processor”) for the Hosting Organization (the “Data Controller”) under that certain Platform Agreement between the Data Processor and the Data Controller, pursuant to which the Data Processor has agreed to provide certain services to the Data Controller (the “Agreement”). The Data Processor and the Data Controller are hereinafter collectively also referred to as the “Parties”. The Hosting Organization is further defined in the Agreement.
2. Legislation
This DPA shall ensure that the Data Processor complies with the applicable data protection and privacy legislation (the “Applicable Law”), including in particular The General Data Protection Regulation (“GDPR”) (Regulation (EU) 2016/679) and The California Consumer Privacy Act (“CCPA”) (California Civil Code § 1798.140(v))
3. Processing of personal data
3.1 Purpose: The purpose of the processing under the Agreement is the provision of the Services by the Data Processor as specified in the Agreement.
3.2 In connection with the Data Processor’s delivery of the Services to the Data Controller, the Data Processor will process certain categories and types of the Data Controller’s personal data on behalf of the Data Controller.
3.3 “Personal data” includes “any information relating to an identified or identifiable natural person” as defined in the CCPA and GDPR, article 4 (1) (1) (the ”Personal Data”). The categories and types of Personal Data processed by the Data Processor on behalf of the Data Controller are listed in sub-appendix A. The Data Processor only performs processing activities that are necessary and relevant to perform the Services. The parties shall update sub-appendix A whenever changes occur that necessitates an update.
3.4 The Data Processor shall have and maintain a register of processing activities in accordance with the CCPA and GDPR, article 32 (2).
4. Instruction
4.1 The Data Processor may only act and process the Personal Data in accordance with the documented instruction from the Data Controller (the “Instruction”), unless required by law to act without such instruction. The Instruction at the time of entering into this DPA is that the Data Processor may only process the Personal Data with the purpose of delivering the Services as described in this DPA. Subject to mutual agreement of the parties, the Data Controller may issue additional written instructions consistent with the terms of this Agreement. The Data Controller is responsible for ensuring that all individuals who provide written instructions are authorized to do so.
4.2 The Data Controller guarantees to process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. The Data Controller’s instructions for the processing of Personal Data shall comply with Applicable Law. The Data Controller will have sole responsibility for the accuracy, quality, and legality of Personal Data at the time of transfer to the Data Processor and the means by which it was obtained.
4.3 The Data Processor will inform the Data Controller of any instruction that it deems to be in violation of Applicable Law and will not execute the instructions until they have been confirmed or modified.
5. The Data Processor’s obligations
5.1 Confidentiality
5.1.1 The Data Processor shall treat all Personal Data as strictly confidential information. The Personal Data may not be copied, transferred or otherwise processed in conflict with the Instruction, unless the Data Controller has agreed in writing.
5.1.2 The Data Processor’s employees shall be subject to an obligation of confidentiality that ensures that the employees shall treat all the Personal Data under this DPA with strict confidentiality.
5.1.3 Personal Data will only be made available to personnel that require access to such Personal Data for the delivery of the Services and this Data Processor Requirements.
5.2 The Data Processor shall also ensure that employees processing the Personal Data only process the Personal Data in accordance with the Instruction.
5.3 Security
5.3.1 The Data Processor shall implement the appropriate technical and organizational measures as set out in this Agreement and in the Applicable Law, including in accordance with the CCPA and GDPR, article 32. The security measures are subject to technical progress and development. The Data Processor 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.
5.4 The Data Processor shall provide documentation for the Data Processor’s security measures if reasonably requested by the Data Controller in writing. 5.5 Data protection impact assessments and prior consultation
5.5.1 If the Data Processor’s assistance is necessary and relevant, the Data Processor shall assist the Data Controller in preparing data protection impact assessments in accordance with the CCPA and GDPR, article 35, along with any prior consultation in accordance with the CCPA and GDPR, article 36. 5.6 Rights of the data subjects
5.6.1 If the Data Controller receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and the correct and legitimate reply to such a request necessitates the Data Processor’s assistance, the Data Processor shall assist the Data Controller by providing the necessary information and documentation. The Data Processor shall be given reasonable time to assist the Data Controller with such requests in accordance with the Applicable Law.
5.6.2 If the Data Processor receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and such request is related to the Personal Data of the Data Controller, the Data Processor must immediately forward the request to the Data Controller and must refrain from responding to the person directly.
5.7 Personal Data Breaches
5.7.1 Upon obtaining knowledge thereof, the Data Processor shall give immediate notice to the Data Controller if a breach occurs, that can lead to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, personal data transmitted, stored or otherwise processed re the Personal Data processed on behalf of the Data Controller (a “Personal Data Breach”).
5.7.2 The Data Processor shall make reasonable efforts to identify the cause of such a breach and take those steps as it deems necessary to establish the cause, and to prevent such a breach from reoccurring.
5.7.3 In the event of any act, error or omission, negligence, misconduct, or breach that is suspected to compromise the security, confidentiality, or integrity of The Hosting Organization’s Data or the physical, technical, administrative, or organizational safeguards put in place by Juno that relate to the protection of the security, confidentiality, or integrity of The Hosting Organization’s Data, Juno must, as deemed necessary: (a) notify Hosting Organization as soon as possible but no later than within the periods required by applicable law of becoming aware of any occurrence; (b) cooperate with Hosting Organization in investigating, including making available all appropriate records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Hosting Organization; (c) in the case of PII, at Hosting Organization's election, (i) notify the affected users who comprise the PII as soon as possible but no later than is required to comply with applicable law; or (ii) reimburse Hosting Organization for any costs in notifying the affected users as agreed upon by the Parties; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected users who comprise the PII for the period required to comply with applicable law; (e) perform any other actions required to comply with applicable law as a result of the occurrence; (f) pay for any costs associated with the occurrence, including but not limited to any costs incurred by Hosting Organization in investigating and resolving the occurrence, including reasonable attorney's fees associated with such investigation and resolution as agreed upon in writing by the Parties; (g) without limiting Juno's obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Hosting Organization for any and all claims, including reasonable attorneys' fees, costs, and incidental expenses, which may be suffered by, accrued against, charged to, or recoverable from Hosting Organization in connection with the occurrence; (h) be responsible for recreating lost Hosting Organization’s Data in the reasonable manner and on the agreed upon schedule set by Hosting Organization without charge to Hosting Organization; and (i) provide to Hosting Organization a detailed plan within ten (10) calendar days of the occurrence describing the measures Juno will undertake to prevent a future occurrence. Notification to affected users, as described above, must comply with applicable law, be written in plain language, not be indirectly used for any solicitation purposes, and contain, at a minimum: name and contact information of Juno's representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may impact the affected user; what steps Juno has taken to protect the affected user; what steps the affected user can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Juno. Hosting Organization will have the option to review and approve any notification sent to affected users prior to its delivery. This Section 9.5 survives termination or expiration of this Agreement.
5.8 Documentation of compliance and Audit Rights
5.8.1 Upon request by a Data Controller, the Data Processor shall make available to the Data Controller all relevant information necessary to demonstrate compliance with this DPA, and shall allow for and reasonably cooperate with audits, including inspections by the Data Controller or an auditor mandated by the Data Controller. The Data Controller shall give notice of any audit or document inspection to be conducted and shall make reasonable endeavors to avoid causing damage or disruption to the Data Processor’s premises, equipment and business in the course of such an audit or inspection. Any audit or document inspection shall be carried out with reasonable prior written notice of no less than 30 days and shall not be conducted more than once a year.
5.8.2 The Data Controller may be requested to sign a non-disclosure agreement reasonably acceptable to the Data Processor before being furnished with the above.
5.9 Data Transfers
5.9.1 If any Personal Data transfer between Juno and the Purchaser requires execution of EU Standard Contractual Clauses (“SCC”) in order to comply with applicable privacy and data protection requirements, the SCC contained in Sub-appendix B shall be deemed incorporated herein by reference, and the Parties will take all other actions required to legitimize the transfer, including, if necessary:(a) co-operating to register the SCC with any supervisory authority in any member state of the European Economic Area; or (b) procuring approval from any such supervisory authority; or (c) providing additional information about the transfer to such supervisory authority.
6. Sub-Processors
6.1 The Data Processor is given general authorization to engage third-parties to process the Personal Data (“Sub-Processors”) without obtaining any further written, specific authorization from the Data Controller, provided that the Data Processor notifies the Data Controller in writing about the identity of a potential Sub-Processor (and its processors, if any) before any agreements are made with the relevant Sub-Processors and before the relevant Sub-Processor processes any of the Personal Data. If the Data Controller wishes to object to the relevant Sub- Processor, the Data Controller shall give notice hereof in writing within ten (10) business days from receiving the notification from the Data Processor. Absence of any objections from the Data Controller shall be deemed consent to the relevant Sub-Processor.
6.2 In the event the Data Controller objects to a new Sub-Processor and the Data Processor cannot accommodate the Data Controller’s objection, the Data Controller may terminate the Services by providing written notice to the Data Processor.
6.3 The Data Processor shall complete a written sub-processor agreement with any Sub-Processors. Such an agreement shall at minimum provide the same data protection obligations as the ones applicable to the Data Processor, including the obligations under this Data Processor Requirements. The Data Processor shall on an ongoing basis monitor and control its Sub- Processors’ compliance with the Applicable Law. Documentation of such monitoring and control shall be provided to the Data Controller if so, requested in writing.
6.4 The Data Processor is accountable to the Data Controller for any Sub-Processor in the same way as for its own actions and omissions. 6.5 The Data Processor is at the time of entering into this Data Processor Requirements using the Sub- Processors listed in sub-appendix A. If the Data Processor initiates sub-processing with a new Sub-Processor, such new Sub-Processor shall be added to the list in sub-appendix A.
7. Remuneration and costs
The Data Processor is entitled to remuneration for any time and material used to adapt and change the processing activities in order to comply with any changes to the Data Controller’s Instruction, including implementation costs and additional costs required to deliver the Services due to the change in the Instruction. The Data Processor is exempted from liability for non-performance with the Main Agreement if the performance of the obligations under the Main Agreement would be in conflict with any changed Instruction or if contractual delivery in accordance with the changed Instruction is impossible. This could for instance be the case; (i) if the changes to the Instruction cannot technically, practically or legally be implemented; (ii) where the Data Controller explicitly requires that the changes to the Instruction shall be applicable before the changes can be implemented; and (iii) in the period of time until the Agreement is changed to reflect the new Instruction and commercial terms thereof.
8. Limitation of Liability
8.1 The total aggregate liability to the Data Controller, of whatever nature, whether in contract, tort or otherwise, of the Data Processor for any losses whatsoever and howsoever caused arising from or in any way connected with this engagement shall be subject to the “Limitation of Liability” clause set out in the Agreement.
8.2 Nothing in this DPA will relieves the processor of its own direct responsibilities and liabilities under the GDPR or the CCPA.
9. Duration
9.1 The Data Processor Requirements shall remain in force until the Agreement is terminated.
10. Data Protection Officer
10.1 The Data Processor will appoint a Data Protection Officer where such appointment is required by Data Protection Laws and Regulations.
11. Termination
11.1 Following expiration or termination of the Agreement, the Data Processor will delete or return to the Data Controller all Personal Data in its possession as provided in the Agreement except to the extent the Data Processor is required by Applicable law to retain some or all of the Personal Data (in which case the Data Processor will archive the data and implement reasonable measures to prevent the Personal Data from any further processing). The terms of this DPA will continue to apply to such Personal Data.
12. Contact
12.1 The contact information for the Data Processor and the Data Controller is provided in the Agreement.
***
Sub-appendix A
1. Personal Data
1.1 The Data Processor processes the following types of Personal Data in connection with its delivery of the Services:
Information on relevant employees from the Data Controller relevant for the event sessions and platform engagement used not during an event. Namely:
First and Last Name
Email address
Zip Code
Any “About Me” type section a user fills in
2. Categories of data subjects
2.1 The Data Processor processes personal data about the following categories of data subjects on behalf of the Data Controller:
Contact Information
Personal Descriptions
User generated comments and posts
3. Approved Sub-Processors
3.1 The following Sub-Processors shall be considered approved by the Data Controller at the time of entering into this Agreement:
NexIS-IT Technology Services: PO Box 2826, Hayden, ID 83835 USA
4. Business Purposes
Processing of Personal Data for the purpose of performing certain media and event services on behalf of the business or service provider, including maintaining or servicing accounts, providing customer service, processing or fulfilling orders and transactions, verifying customer information, processing payments, providing financing, providing advertising or marketing services, providing analytic services, or providing similar services on behalf of the business or service provider.
5. Competent Supervisory Authority
Identify the competent supervisory authority/ies in accordance with Clause 12Download the word document from https://junolive.com/legal-hub for the full DPA including GDPR SCC appendix.