Legal

This Data Processing Addendum ("DPA") supplements the Terms of Use ("TOU"), as updated from time to time between you (together with subsidiary(ies) and affiliated entities, collectively, "Client") and Mindvate (Pty) Ltd trading as Mail Blaze (together with subsidiary(ies), collectively, "Mail Blaze") (hereinafter collectively referred to as "Parties" and individually "Party") when the GDPR applies to the Client's use of Mail Blaze's Services to process Client data. If GDPR does not apply to the Client, Personal Data transferred by the Client is processed and secured in the same way as described in this DPA.

When you agree to our TOU's terms and conditions, this DPA springs into action. If there's any discrepancy between what this DPA says and the TOU, just know that this DPA will take precedence.

1. Let's clear up a few terms:

1.1. Account Data: This is the info you give us when you're setting up or tweaking your Mail Blaze account. Think of your first and last name, username, and email. Oh, and please make sure it's up-to-date and accurate while you're with us under the TOU.

1.2.Authorized User: It's anyone from your team, whether an employee or a contractor, who you've allowed to use our services under the TOU.

1.3.Client Credentials: These are the access keys, passwords, and such that you use with our services.

1.4.Client Data: This is any personal info that we handle on your behalf while delivering our services.

1.5.Data Controller: The big boss that decides how and why personal data is processed.

1.6.Data Processor: Someone who works with personal data, but only as directed by a Data Controller.

1.7.Data Protection Laws: All the rules from the EU, EEA, and their members that focus on how to handle personal data.

1.8.Data Subject: It's the person whose personal data we're talking about.

1.9.EEA: Covers the European Economic Area, UK, and Switzerland.

1.10.EU: Short for the European Union.

1.11.GDPR: This is the big European rulebook on data protection. It's got two parts: the EU's General Data Protection Regulation and the UK's version.

1.12.Personal Data: Any info that can be used to identify a person, as outlined in the GDPR.

1.13.Processing: It's all the stuff done to personal data - collecting, organizing, storing, sharing, you name it. So when we say "Process", it's all these things and more.

1.14.Processor: Anyone or any entity processing personal data for a Data Controller.

1.15.SCCs: These are the approved standard contracts by the European Commission.

1.16.Services: Anything we offer you as per our TOU.

1.17.Sub-Processor: Any third party we might get on board to help with processing.

1.18.UK Addendum: It's a special add-on to the SCCs from the UK's Information Commissioner's Office, and it can change over time.

2. Scope and Roles

2.1. Alright, here's the deal. We at Mail Blaze have embraced this DPA because we understand that your Client Data might have some ties to the EU/EEA, or perhaps it's governed by the GDPR. So, consider this DPA as an extension to our TOU, shining a spotlight specifically on how we handle your customer data during our service delivery.

2.2. Mail Blaze agrees to comply with the following provisions with respect to any Personal Data Processed for the Client in connection with the provision of the Services.

2.3. When it comes to managing Personal Data, you're the Data Controller, and we at Mail Blaze are the Data Processor. We're here to work on your behalf, as outlined further in Annex 1 ("Details of Data Processing") of this DPA. And yes, both of us will stand by our respective responsibilities under the EU Data Protection Law.

3. Client's Processing of Personal Data

3.1. The Client is responsible for the control of Personal Data and must comply with its obligations as a Data Controller under Data Protection Laws, in particular for justification of any transfer of Client Data to Mail Blaze and its decisions and actions regarding the Processing and use of Personal Data.

3.2. The Client agrees that it has provided notice and received all consents and rights necessary under Data Protection Laws for Mail Blaze to Process Client Data and provide the Services.

4. Mail Blaze's Processing of Client Data

4.1. By entering into this DPA, you're giving Mail Blaze the green light to work with your Client Data, but only so we can provide you with the features and functionality of the services we provide.

4.2. When we're in the process of delivering our Services, we'll handle specific categories of your data. But here's the thing: we'll only do so based on what's outlined in this DPA and strictly according to your explicit instructions. This includes transferring your data elsewhere, whether it's to another country or an international organization. If there's ever a situation where the EU or an EU member state's law asks us to handle the data in a certain way, we'll make sure to loop you in first – unless, of course, the law tells us to keep it under wraps for major public interest reasons.

4.3. You agree, as the Client, that this DPA is the complete playbook for Mail Blaze when it comes to managing your Client Data. If there's ever a need to step outside this guide, we'll get our heads together and draft a new agreement in writing. And, on the off chance we spot something that suggests your instructions might be at odds with the EU Data Protection Law, we promise to give you a heads-up ASAP.

4.5. The Parties agree that this DPA sets out the Client's complete and final instructions to Mail Blaze in relation to the Processing of Client Data. The Processing outside the scope of these instructions shall require a prior written agreement between Client and Mail Blaze. Notwithstanding the foregoing, Mail Blaze will inform the Client promptly if it becomes aware that the Client's instructions may violate applicable EU Data Protection Law.

5. Client Responsibilities and Restrictions

First things first: while the TOU does outline some responsibilities, there are a few things that squarely fall on your plate:

a) All matters related to Account Data, Client Data, and Client Credentials (this includes everything that happens using those Client Credentials) are under your watch. Of course, when it comes to processing, we'll handle them as per our TOU and this DPA.

b) If there's any heads-up or approval required by the EU Data Protection Law concerning folks whose personal details might be in the mix (whether in Account Data, Client Data, or Client Credentials), it's on you to communicate and get the needed permissions.

c) Here's a critical point: please make sure you don't send over any personal info that touches on criminal records or activities (as per GDPR Article 10) for us to work with.

6. Security and Your Responsibilities

6.1. About Our Security Measures:

Mail Blaze is all about keeping Client Data safe and sound. Given everything from the latest tech to the context and purpose of our processing, we've put in place top-notch technical and organisational security measures (you can check out the nitty-gritty in Annex 2, "Security Measures"). We're always on our toes, especially when thinking about risks like a potential data breach. If we ever feel the need to tweak our security measures, we promise it won't weaken the protection your data enjoys. And rest assured, everyone on our team, from employees to contractors and our sub-processors, will adhere to these standards – with a keen focus on maintaining confidentiality.

6.2. Handling Data on Instructions:

Both of us should make sure that anyone with access to Personal Data under our watch only processes them as per your guidance. The only exception would be if EU laws have something different to say.

6.3. Keeping You in the Loop:

It's a good idea to regularly review the info we provide about our data security. This way, you can judge for yourself if our services are up to par with your expectations and legal obligations. Just a heads up: we might adjust our security standards now and then. However, any changes will always keep, or elevate, the protection level of the services you've signed up for.

6.4. Your Part in Keeping Things Tight:

You play a crucial role too! Ensure you're using our Services securely. This includes managing your access details, safeguarding data when moving it to and from our platform, and thinking about things like encryption or backups when uploading data.

7. Working with Third-party Helpers (Sub-Processors)

7.1. Getting Some Help on Board:

Hey, just so you know, Mail Blaze might work with third-party Sub-Processors to deliver some parts of our Services. By signing up with us, you're okay with this. But don't worry! We make sure any third-party we work with treats your data with the same care as we do. We only give them access to what's absolutely necessary, and if anything goes sideways, we'll stand by our responsibility.

7.2. Want to Know Our Friends?:

Curious about who these third-party Sub-Processors are? Just drop us a line through our contact form, and we'll share the list with you.  Or, you can always peek at Annex 4 of this DPA to see an updated list. And here's the cool part: if you're not comfortable with any new Sub-Processor we bring on board, let us know. If you have a solid reason related to data protection, we can:

(a) Decide not to work with them after all or find another way to offer you the Service without them;

(b) Address your concerns and tweak things so that you're comfortable with us using that Sub-Processor;

(c) Maybe pause or even stop a specific part of the Service that involves that particular Sub-Processor (after a little chat about how that might change our fees, of course).

7.3. Got a Concern? Here's How to Share:

If you have any objections, just use our contact form to voice them. If we can't sort things out in 30 days after getting your concern, you or we can decide to part ways for the affected Services. If that happens, we'll calculate any refund you might be due based on how much of the Service we've provided up to that point. But, just a little side note, if the objection doesn't stand on solid legal ground, we won't be able to process a refund.

8. Handling Data Subject Requests

8.1. Collaborative Approach to Requests:

If a Data Subject directly approaches Mail Blaze with inquiries or requests related to their data, our standard procedure, wherever legally permissible, is to advise them to forward their request to you, the Client. This is because you have primary responsibility over their data.

You should be aware that, in such cases, we might confirm to the Data Subject that their data is linked to your account with us.

We understand that navigating these requests can sometimes be complex. Should you encounter a situation where the tools and features of our Services don't offer a clear solution, please reach out. We'll work collaboratively, within the bounds of the EU Data Protection Law, to address the Data Subject's request.

Do note, if providing this assistance requires efforts beyond our standard Services, there may be associated costs. We'll ensure transparency in such scenarios and work with you to find the best solution.

9. Data Disposal at Agreement's End

9.1. Once the TOU and/or DPA concludes, Mail Blaze, upon receiving a written directive from the Client, will commence procedures to delete Client Data in its care. However, should legal stipulations require Mail Blaze to retain any portion of the Client Data, or if the Data is archived on backup systems, Mail Blaze will ensure such data remains inaccessible and protected against further processing, unless otherwise directed by law.

10. Addressing Client Data Breaches

10.1. Should Mail Blaze identify a breach of Personal Data regarding Client Data that is either transmitted, stored, or otherwise processed by Mail Blaze or its Sub-Processors, it will notify the Client posthaste, ideally within 48 hours of discovery. Notification methods may vary from in-app notices to emails or as per the TOU's notice provisions. It remains the Client's responsibility to maintain up-to-date contact information throughout this DPA's duration. Mail Blaze will take immediate corrective actions as deemed necessary concerning its Security Measures. Mail Blaze commits to providing the Client with timely cooperation, information, and updates related to the breach. However, any such notifications from Mail Blaze will not be an admission of fault. If the Client elects to make public disclosures about the breach, Mail Blaze requests prior consultation and the chance to review the announcement.

11. Assurance of Compliance

11.1. At the Client's behest, Mail Blaze will share its audit reports, if available, ensuring confidentiality, thereby enabling the Client to affirm Mail Blaze's adherence to audit standards and this DPA.

11.2. Mail Blaze also commits to addressing all of the Client's legitimate queries about its adherence to this DPA in writing and ensuring confidentiality.

11.3. In line with EU Data Protection Law, Mail Blaze accedes to allowing the Client, or a designated third-party auditor with confidentiality obligations, to assess Mail Blaze's protective measures for Client Data, thereby verifying its compliance with this DPA. In such instances:

(a) The Client should notify Mail Blaze in writing at least 30 days ahead of the proposed audit and ensure the audit is non-disruptive to Mail Blaze's routine operations. Both parties will concur on the audit's details before it commences.

(b) Any representatives of the Client undertaking the audit must uphold confidentiality, may be required to enter into a heightened nondisclosure agreement, and adhere to Mail Blaze's security protocols when on-site. Post-audit, the Client will either share a detailed report with Mail Blaze or, in the absence of a written report, update Mail Blaze on any non-compliances observed during the audit.

12. Assistance with Impact Assessment

12.1. In alignment with EU Data Protection Law, Mail Blaze commits to extending reasonable cooperation and support to the Client. This encompasses:

(a) Facilitating a data protection impact assessment concerning the Client's utilization of the Services. This provision holds if the Client lacks access to the requisite information and provided such data is within Mail Blaze's domain.

(b) Assisting the Client efficiently in liaising with or seeking prior consultation from the Supervisory Authority, as mandated by the EU Data Protection Law, in connection with the directives of this Section.

13. Transnational Data Handling

13.1. The Client recognizes that Mail Blaze might relocate and process Client Data globally, given the presence of Mail Blaze, its affiliates, or its Sub-Processors. Mail Blaze ensures that these transfers align with Data Protection Laws and the clauses of this DPA.

13.2. Concerning the reception of Client Data by Mail Blaze, shielded by EU Data Protection Laws, in regions outside Europe not acknowledged for their robust personal data protection, it is agreed that Mail Blaze will adhere to and process EU Data conforming to the SCCs delineated in Annex 3. For clarity within the SCCs, Mail Blaze is designated as the "data importer" and the Client as the "data exporter", irrespective of the Client's geographic locale.

13.3. Any Sub-Processors engaged by Mail Blaze to handle Client Data, which is protected under Data Protection Laws or originates from the EEA, operating in a region not officially acknowledged by the European Commission or Swiss Federal Data Protection Authority for its data protection standards, shall possess SCCs within their Data Processing Agreements.

13.4. Concerning UK Data Transfers: The SCCs encompass transfers governed by UK Data Protection Laws and will be adapted per the stipulations noted in the UK Addendum. Both parties are considered to have consented to the UK Addendum, which is integrated into this DPA. The required particulars for Tables 1 to 3 in Part 1 of the UK Addendum will be extracted from details presented in Annexes I and II of the relevant SCCs. For Table 4 in Part 1 of the UK Addendum, the choice "neither party" will be selected.

14. Role Clarification in Data Processing

14.1. Both parties concur that Mail Blaze typically functions as a Processor regarding Client Data. However, in contexts where Mail Blaze might be perceived as a Controller, specifically concerning the Processing of Account Data or specific Processing of Client Personal Data, both entities will uphold their Controller responsibilities. They mutually agree to:

(a) Support each other in adhering to Data Subject access requests, addressing queries, or managing complaints from Data Subjects, in line with EU Data Protection Law.

(b) Collaborate efficiently to manage any Personal Data Breach, as delineated by the EU Data Protection Law.

15. Liability Constraints and Governing Legislation

15.1. All liabilities, collectively considered, stemming from or in connection with this DPA, irrespective of their origin in contract, tort, or any other legal doctrine, will be bound by the liability limitation clauses present in the TOU.

16. Additional Stipulations

16.1. All claims, emerging from or related to this DPA, are contingent upon the TOU's terms and conditions, encompassing, but not limited to, the specified exclusions and constraints.

16.2. This DPA's enforcement rights rest exclusively with its Parties, their successors, and authorized assignees. External entities possess no rights to implement any clauses herein.

16.3. Claims directed at Mail Blaze under this DPA are to be exclusively targeted at the entity officially bound by the DPA. No Party may circumscribe its liability pertaining to any individual's rights to data protection, whether within this DPA or externally. Additionally, the Client concedes that any regulatory penalties Mail Blaze might incur due to the Client's non-compliance with their obligations under this DPA or relevant Data Protection Laws shall mitigate Mail Blaze's liability encapsulated in the DPA.

16.4. The interpretation and enforcement of this DPA are determined by the governing law and jurisdiction stipulations detailed in the TOU, barring any deviations mandated by pertinent Data Protection Laws.

16.5. The Client attests to the lawful endorsement of this DPA's terms and conditions, whether as an individual or, if representing a legal entity, by an authorized director, representative, or individual endowed with signatory powers.

16.6. This DPA supersedes and replaces all prior DPAs executed between Mail Blaze and the Client.

16.7. The effective date of this DPA is:

16.7.1. The date of agreement with the Terms of Use, enduring indefinitely, or

16.7.2. As of July 1, 2021, for clients onboarded prior to June 17, 2021, with an indefinite duration.

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Annex 1 - Details of Data Processing

1. Subject matter: The subject matter of the data Processing under this DPA is the Client Data.

2. Duration of Processing: Mail Blaze will Process Client Data for the duration of the Services, as described in the TOU.

3. Nature of the Processing: Mail Blaze provides email marketing and automation software as a service and other related services, as described in the TOU.

4. Purpose of the Processing: The purpose of the data Processing under this DPA is the provision of the Services.

5. Categories of Data subjects:

5.1. "Users" - any individual accessing and/or using the Services through the Client's account;

5.2. "Subscribers" - any individual whose email address is included in the Client's distribution list / whose information is stored on or collected via the Services / to whom Users send emails or otherwise engage or communicate with via the Services.

6. Types of Client Data:

6.1. Users: identification and contact data (name, contact details, including email address, username); billing information (billing address, payment information); organization information (name, address, geographic location, area of responsibility, VAT code), IT information (IP address, usage data, cookies data, online navigation data, location data, browser data, access device information);

6.2. Subscribers: email address and any other additional information that Client provides to Mail Blaze.

7. The Client acknowledges that Mail Blaze shall have a right to use and disclose data relating to the operation, support and/or use of the Services for its legitimate business purposes, such as account management, technical support, product development or other. To the extent any such data is considered Personal Data under Data Protection Laws, Mail Blaze is the Data Controller of such data and accordingly shall process such data in accordance with Mail Blaze's Privacy Policy and Data Protection Laws.

8. The Client acknowledges that in connection with the performance of the Services, Mail Blaze employs the use of cookies, unique identifiers, web beacons and similar tracking technologies. The Client shall maintain appropriate notice, consent, opt-in and opt-out mechanisms as are required by Data Protection Laws to enable Mail Blaze to deploy previously mentioned tracking technologies lawfully on and collect data from the devices of Subscribers. The Client may use this statement about Mail Blaze in the Client's Privacy Policy:

"We use Mail Blaze to manage our email marketing subscriber list and to send emails to our subscribers. Mail Blaze is a third-party provider, which may collect and process your data using industry standard technologies to help us monitor and improve our newsletter. Mail Blaze's Privacy Policy is available at https://www.Mail Blaze.com/privacy-policy.

You can unsubscribe from our newsletter by clicking on the unsubscribe link provided at the end of each newsletter."

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Annex 2

Security Measures

Certain of Mail Blaze's Security Measures as of the date of this DPA:

1. Data Minimisation, Access Control and Employees Education

1.1. Mail Blaze collects and processes only that personal data that is necessary for the provision of services. However, clients decide themselves what personal data should be transferred to Mail Blaze for transactional email purposes.

1.2. Mail Blaze restricts access to Client Data to employees with a defined need-to-know or a role requiring such access.

1.3. Mail Blaze's employees are introduced with the best security practices which allow them to identify Client Data Breach and take any actions needed.

2. Business Continuity

2.1. Mail Blaze maintains business continuity and backup plans in order to minimize the loss of service and comply with applicable laws.

2.2. The Backup plan addresses threats to the Services and any dependencies, and has an established procedure for resuming access to, and use of, the Services.

2.3. The Backup plan is tested at regular intervals.

2.4. Management meetings regarding the determination of the information security risks arising to Mail Blaze are held annually. Management committee determines the risks, discusses them and searches for ways to prevent them.

3. Change Control

3.1. Mail Blaze maintains policies and procedures for applying changes to the Services, including underlying infrastructure and system components, to ensure quality standards are being met.

3.2. Mail Blaze undergoes a penetration test of its network and Services on an annual basis. Any vulnerabilities found during this testing will be remediated in accordance with Mail Blaze's procedures.

4. Data Security

4.1. Mail Blaze maintains technical safeguards and other security measures to ensure the security and confidentiality of Client Data.

4.2. Mail Blaze uses Google data storage center with its location in the European Union. Google has information storage security certificate (ISO 27001) that ensures safety of Client Data. Google data centers are protected with several layers of security to prevent any unauthorized access to your data. Google uses secure perimeter defense systems, comprehensive camera coverage, biometric authentication, and a 24/7 guard staff.

5. Encryption and Key Management

5.1. Mail Blaze maintains policies and procedures for the management of encryption mechanisms and cryptographic keys in Mail Blaze's cryptosystem. Mail Blaze ensures security over SSL/TLS and AES256 encryption.

5.2. Mail Blaze enlists encryption at rest and in transit between public networks, as applicable, according to industry-standard practice.

6. Data Transfer to Sub-Processors

6.1. Mail Blaze does not process Personal Data of Subscribers with sub-processorsMail Blaze conducts appropriate due diligence on its sub-processors with respect to the data shared, ensuring they have terms similar to this DPA.

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Annex 3

Standard Contractual Clauses (Transfer Controller to Processor)

SECTION I

Clause 1 - Purpose and Scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties:(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies') transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter'), and(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer')have agreed to these standard contractual clauses (hereinafter: ‘Clauses').

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2 - Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3 - Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9 – Clause 9(a), (c), (d) and (e);

(iv) Clause 12 – Clause 12(a), (d) and (f);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18 – Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4 - Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5 - Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6 - Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 - Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II - OBLIGATIONS OF THE PARTIES

Clause 8 - Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1. Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2. Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3. Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4. Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5. Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6. Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach'). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7. Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data'), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8. Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer') if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9. Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter's request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9 - Use of sub-processors

(a) The data importer has the data exporter's general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 10 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects.The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter's request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor's obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10 - Data subject rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11 - Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12 - Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer's responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13 - Supervision

(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14 - Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination – including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15 - Obligations of the data importer in case of access by public authorities

15.1. Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2. Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV - FINAL PROVISIONS

Clause 16 - Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17 - Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of the Republic of Lithuania.

Clause 18 - Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.(b) The Parties agree that those shall be the courts of the Republic of Lithuania.(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

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APPENDIX to the Standard Contractual Clauses

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

1. Client, as those terms are defined in the Mail Blaze's Terms of Use to which the Data Processing Addendum is attached.

Data importer(s):

1. Name: Mindvate (pty) ltd, trading as Mail Blaze, Inc.

Address: 548 Market St, PMB 98174, San Francisco, California 94104-5401 US.

Contact person's name, position and contact details: Lichelle Joubert, Human Resource Manager, [email protected]

Activities relevant to the data transferred under these clauses: email marketing services

Signature and date: enters into force on 2021/09/24; in case Client becomes our client on or later than 2021/09/24, it enters into force on the day when Client agreed with our Terms of Use.

Role (controller/processor): processor

B.   DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred: Client determines and controls the extent of Client Personal Data submitted for Processing by the Services, which may include Personal Data relating to: (1) Users - any individual accessing and/or using the Services through the Client's account; (2) Subscribers - any individual whose email address is included in the Client's distribution list / whose information is stored on or collected via the Services / to whom Users send emails or otherwise engage or communicate with via the Services.

Categories of personal data transferred: The personal data transferred concern the following categories of data: (1) Users: identification and contact data (name, contact details, including email address, username); billing information (billing address, payment information); organization information (name, address, geographic location, area of responsibility, VAT code), IT information (IP address, usage data, cookies data, online navigation data, location data, browser data, access device information); (2) Subscribers: email address and any other additional information that Client provides to Mail Blaze.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: No sensitive data shall be transferred to Mail Blaze.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Data is transferred on a continuous basis for the duration of the Services, as described in the TOU.

Nature of the processing: Mail Blaze is a service that provides clients with a means to collect email addresses and to create, send and track email promotions (“Services”) and other services pursuant to any order confirmations, ordering documents or online registration, as described in the TOU.

Purpose(s) of the data transfer and further processing: The purpose of the data Processing under this DPA is the provision of the Services.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data will be retained for the duration of Services. It shall not apply to the extent Mail Blaze is required by the applicable law to retain some or all of the Client Data, or to Client Data it has archived on back-up systems where Client Data is securely isolated and protected from any further processing, except to the extent required by applicable law.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: Personal Data might be transferred to Mail Blaze's sub-processors in order to provide its clients with the Services. Sub-processing should take place for the duration of the provision of Services or longer, if required by law.

C.   COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13: State Data Protection Inspectorate of the Republic of Lithuania.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Please see Annex 2 of DPA – Security Measures.

ANNEX III

LIST OF SUB-PROCESSORS

Please see Annex 4 of DPA – List of Mail Blaze Sub-Processors.

Annex IV

List of Mail Blaze Sub-Processors

Mail Blaze uses a range of third-party Sub-Processors to assist it in providing the Services (as described in the DPA).

The controller has authorised the use of the following sub-processors:

1.Name: Google Ireland Limited

Address: Gordon House, Barrow Street, Dublin 4, Dublin, D04e5w5, Ireland

Contact person's name, position and contact details: you may contact using their website https://support.google.com/policies/contact/general_privacy_form

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): Data center with its location in United States of America

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Last Updated: December 6, 2023