Data Processing Addendum

Last updated: October 15, 2019

Where applicable, this Data Processing Addendum (“Addendum”) is hereby incorporated in the Primalogik Terms of Service (the “Terms of Service”) by and between you (“Customer”) and Primalogik Software Solutions Inc., a Canadian corporation with offices at 2001 Boul. Robert-Bourassa, Suite 1700, Montreal, QC Canada (H3A 2A6) (“Primalogik”).

This agreement is effective from the date the Customer has: (i) accepted the Terms of Service with the Privacy Policy (collectively the “Service Agreement”). In this document: (a) “Terms of Service” means an agreement under which Primalogik has agreed to provide the Primalogik Service (as described at https://primalogik.com/terms-of-service); and (b) “Privacy Policy” means terms incorporated by reference into the Terms of Service or otherwise subsequently agreed between the parties to that agreement that set out certain terms in relation to the protection and processing of personal data.

1. DEFINITIONS

  1. “Data Protection Legislation” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information including but not limited to Regulation (EU) 2016/679;
  2. “Data Processor”, “Data Subject”, “Processor”, “Processing”, “Subprocessor”, and “Supervisory Authority” shall be interpreted in accordance with applicable Data Protection Legislation;
  3. “Personal Data” as used in this Addendum means information relating to an identifiable or identified Data Subject who uses the Primalogik Services (a “User”), which Primalogik Processes as a Data Processor in the course of providing you with the Services; and
  4. All other capitalized terms in this Addendum shall have the same definition as in the Agreement.

2. DATA PROTECTION

  1. Where a Data Subject is located in the European Economic Area, that Data Subject’s Personal Data may be transferred to other regions, including to Canada and the United States. Such transfers will be completed in compliance with relevant Data Protection Legislation.
  2. When Primalogik Processes Personal Data in the course of providing the Services, Primalogik will:
    1. Process the Personal Data as a Data Processor, only for the purpose of providing the Services in accordance with documented instructions from you (provided that such instructions are commensurate with the functionalities of the Services), and as may subsequently be agreed to by you. If Primalogik is required by law to Process the Personal Data for any other purpose, Primalogik will provide you with prior notice of this requirement, unless Primalogik is prohibited by law from providing such notice;
    2. notify you if, in Primalogik’s opinion, your instruction for the processing of Personal Data infringes applicable Data Protection Legislation;
    3. notify you promptly, to the extent permitted by law, upon receiving an inquiry or complaint from a Data Subject or Supervisory Authority relating to Primalogik’s Processing of the Personal Data;
    4. implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of Personal Data and appropriate to the nature of the Personal Data which is to be protected;
    5. provide you, upon request, with up-to-date attestations, reports or extracts thereof where available from a source charged with auditing Primalogik’s data protection practices (e.g. external auditors, internal audit, data protection auditors), or suitable certifications, to enable you to assess compliance with the terms of this Addendum;
    6. notify you promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data;
    7. ensure that its personnel who access the Personal Data are subject to confidentiality obligations that restrict their ability to disclose the Customer Personal Data; and
    8. upon termination of the Agreement, Primalogik will promptly initiate its purge process to delete or anonymize the Personal Data. If you request a copy of such Personal Data within 30 days of termination, Primalogik will provide you with a copy of such Personal Data.
  3. In the course of providing the Services, you acknowledge and agree that Primalogik may use Sub-processors to Process the Personal Data. Primalogik’s use of any specific Sub-processor to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a contract between Primalogik and Sub-processor. The Customer herby approves the sub-processors listed in the Sub-processor List section below.

3. MISCELLANEOUS

  1. In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, any and all liability under this Addendum, including limitations thereof, will be governed by the relevant provisions of the Agreement.
  2. You acknowledge and agree that Primalogik may amend this Addendum from time to time by posting the relevant amended and restated Addendum on Primalogik’s website (available at primalogik.com) and notifying you of any significant changes by email. Such amendments to the Addendum are effective as of the date of posting. Your continued use of the Services after the amended Addendum is posted to Primalogik’s website constitutes your agreement to, and acceptance of, the amended Addendum.
  3. Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties.
  4. The terms of this Addendum shall be governed by and interpreted in accordance with the laws of the Province of Québec and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Québec with respect to any dispute or claim arising out of or in connection with this Addendum.

4. SUB-PROCESSOR LIST

To deliver the Primalogik Services, Primalogik may engage the following third-party sub-processors to carry out specific processing activities on behalf of its customers:

  1. Amazon Web Services, Inc.: Database and application hosting.
  2. Zendesk, Inc.: Chat for customer support.
  3. Stripe, Inc.: Payment processing.
  4. Mailchimp
    c/o The Rocket Science Group, LLC: email communication.
  5. Google LLC: Analytics for traffic monitoring and tracking user patterns.
  6. Zoho Corporation Pvt. Ltd.: email communication.