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This Data Processing Addendum ("Addendum") is supplementary to, and forms part of, the terms of use available at http://www.glossi.io/legal/terms-of-use as updated from time to time, or the Glossi Subscription Service Agreement(opens in a new tab or window) (the "Agreement") between Glossi, Inc. ("Glossi") and the entity or person(s) identified as Customer in the relevant customer account or Order Form referencing this Addendum (as applicable) ("Customer"). This Addendum applies where and to the extent that Glossi is acting as a Processor or service provider (as applicable) of Personal Data on behalf of Customer under the Agreement. In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of such conflict.
1. Definitions and Interpretation
In this Addendum, the following terms shall have the following meanings:
(a) "Applicable Privacy Laws" means all worldwide data protection and privacy laws and regulations applicable to the Personal Data in question including, where applicable: (i) the California Consumer Privacy Act of 2018 and its regulations (the "CCPA"); and (ii) the Virginia Consumer Data Protection Act of 2021 (the “VCDPA"); in each case as amended, superseded, or replaced from time to time.
(b) "Data Subject" means an identified or identifiable individual whose Personal Data is processed.
(c) "European Privacy Laws" means: (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 (General Data Protection Regulation) (the "GDPR"); (ii) the GDPR as incorporated into United Kingdom domestic law pursuant to Section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the Swiss Federal Data Protection Act of 19 June 1992 and its corresponding ordinances (the "Swiss DPA"); (iv) EU Directive 2002/58/EC on Privacy and Electronic Communications; and (v) any national law made under or pursuant to items (i) – (iv); in each case as amended, superseded or replaced from time to time.
(d) "Personal Data" means any information relating to an identified or identifiable individual or any other information defined as 'personal data' or 'personal information' under Applicable Privacy Laws.
(e) "Restricted Transfer" means (i) where the EU GDPR applies, a transfer of Personal Data from the EEA to a country outside the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of Personal Data from the UK to any other country which is not based on adequacy regulations pursuant to Section 17A of the UK GDPR; and (iii) where the Swiss DPA applies, a transfer of Personal Data to a country outside of Switzerland which is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner.
(f) "SCCs" means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021(opens in a new tab or window), as may be amended, superseded or replaced from time to time.
(g) "UK Addendum" means the International Data Transfer Addendum (version B1.0) issued by the Information Commissioner's Office under s.119(A) of the UK Data Protection Act 2018, as may be amended, superseded or replaced from time to time.
(h) The terms "Controller", "Processor", "Data Subject" and "processing" have the meanings given to them in Applicable Privacy Laws or, if not defined therein, the GDPR (and "process", "processes" and "processed" shall be interpreted accordingly) and the terms "Business" and "Service Provider" have the meanings given to them in the CCPA.
(i) Any capitalised terms used but not defined in this Addendum shall have the meanings given to them under the Agreement.
2. Processing of Personal Data
2.1 Relationship of the parties: Customer is a Controller or Business (as applicable) of the Personal Data described in Annex 1.B (the "Data") and Glossi shall process the Data solely as a Processor or Service Provider (as applicable) on behalf of Customer. Glossi and Customer shall each comply with their respective obligations under Applicable Privacy Laws and further guidance from data protection authorities with respect to such processing. Where the concepts of Controller and Processor are not expressly contemplated by Applicable Privacy Laws, the parties’ obligations in connection with this Addendum shall be interpreted under those Applicable Privacy Laws to align as closely as possible with the scope of those roles while still complying fully with those Applicable Privacy Laws.
2.2 Purpose limitation: Glossi shall process the Data as necessary to perform its obligations under the Agreement and strictly in accordance with the documented instructions of Customer (the "Permitted Purpose"). Glossi shall not: (i) retain, use, disclose or otherwise process the Data for any purpose other than the Permitted Purpose (including for its own commercial purpose), except where otherwise required by any law applicable to Glossi; or (ii) "sell" the Data within the meaning of the CCPA, VCDPA or otherwise. Glossi shall immediately inform Customer if it becomes aware that Customer's processing instructions infringe Applicable Privacy Laws but without obligation to actively monitor Customer's compliance with Applicable Privacy Laws. The parties acknowledge that Customer's transfer of Data to Glossi is not a "sale" of Personal Data within the meaning of Applicable Privacy Laws and Glossi provides no monetary or other valuable consideration to Customer in exchange for the Data.
2.3 International transfers: To the extent that Glossi transfers the Data (or permits the Data to be transferred) to a country other than the country in which the Data was first collected, it shall first take such measures as are necessary to ensure that the transfer is made in compliance with Applicable Privacy Laws. Such measures may include (without limitation) transferring the Data to a recipient that has executed standard contractual clauses adopted by the European Commission, UK Secretary of State or Information Commissioner's Office or Brazilian Data Protection Authority (as applicable) or transferring the Data to a recipient that has executed a contract with Glossi that ensures the Data will be protected to the standard required by Applicable Privacy Laws. Glossi will also protect the Data in a way that overall provides comparable safeguards to the country in which the Data was first collected.
2.4 Standard contractual clauses: To the extent that the transfer of Data from Customer to Glossi involves a Restricted Transfer, the SCCs shall be incorporated by reference and form an integral part of this Addendum with Customer as "data exporter" and Glossi as "data importer". For the purposes of the SCCs: (i) the module two (controller to processor) terms shall apply and the module one, three and four terms shall be deleted in their entirety; (ii) in Clause 9, Option 2 shall apply; (iii) in Clause 11, the optional language shall be deleted; (iv) in Clause 17, Option 1 shall apply and the SCCs shall be governed by Irish law; (v) in Clause 18(b), disputes shall be resolved before the courts of Ireland; (vi) the Annexes of the SCCs shall be populated with the information set out in the Annexes to this DPA; and (vii) if and to the extent the SCCs conflict with any provision of the Agreement (including this DPA), the SCCs shall prevail to the extent of such conflict.
2.4.a. UK transfers: In relation to Data that is protected by the UK GDPR, the SCCs as incorporated under Section 2.4 shall apply with the following modifications: (i) the SCCs shall be amended as specified by the UK Addendum, which shall be incorporated by reference; (ii) Tables 1 to 3 in Part 1 of the UK Addendum shall be deemed completed using the information contained in the Annexes of this DPA; (iii) Table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting "importer"; and (iv) any conflict between the SCCs and the UK Addendum shall be resolved in accordance with Section 10 and Section 11 of the UK Addendum.
2.4.b.Swiss transfers: In relation to Data that is protected by the Swiss DPA, the SCCs as incorporated under Section 2.4 shall apply with the following modifications: (i) references to “Regulation (EU) 2016/679” shall be interpreted as references the Swiss DPA; (ii) references to “EU,” “Union,” and “Member State” shall be replaced with “Switzerland”; (iv) references to the “competent supervisory authority” and “competent courts” shall be interpreted as references to the “Swiss Federal Data Protection and Information Commissioner” and the “competent Swiss courts”; and (v) the SCCs shall be governed by the laws of Switzerland and disputes shall be resolved before the competent Swiss courts.
2.5 Confidentiality of processing: Glossi shall ensure that any person that it authorizes to process the Data (including Glossi's staff, agents, and subcontractors) (an "Authorized Person") shall be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty). Glossi shall ensure that all Authorized Persons process the Data only as necessary for the Permitted Purpose.
2.6 Security: Glossi shall implement appropriate technical and organizational measures to protect the Data from the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, access to the Data (a "Security Incident"). Customer acknowledges that Glossi may update or modify the Security Measures from time to time provided that such updates and modifications do not result in a degradation to the overall level of security.
2.7Subprocessing: Customer authorizes Glossi to engage third party Processors ("Subprocessors") to process the Data for the Permitted Purpose provided that:
2.7.a Glossi provides reasonable prior notice at least 14 days before the proposed addition or replacement of any Subprocessor by posting details at a designated url, in order to allow Customer to raise any reasonable objections on grounds of data protection;
2.7.b Glossi imposes data protection terms on any Subprocessor it engages that ensure substantially the same standard of protection provided under this Addendum and Glossi remains fully liable for any breach of this Addendum caused by an act, error or omission of its Subprocessors.
For the purposes of Clause 9(c) of the SCCs, Customer acknowledges that Glossi may be restricted from disclosing Subprocessor agreements to Customer due to confidentiality obligations. Where Glossi cannot disclose a Subprocessor agreement to Customer, Customer shall provide all information (on a confidential basis) it reasonably can in connection with such agreement.
2.8 Cooperation and Data Subjects' rights: Glossi shall provide all reasonable and timely assistance to Customer to enable Customer to respond to: (i) any request from a Data Subject to exercise any of its rights under Applicable Privacy Laws (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a Data Subject, regulator or other third party in connection with Glossi's processing of the Data. In the event that any such request, correspondence, enquiry or complaint is made directly to Glossi, Glossi shall promptly inform Customer providing full details of the same.
2.9 Data Protection Impact Assessment: Glossi shall provide Customer with all such reasonable and timely assistance as Customer may require in order to comply with its obligation under Applicable Privacy Laws to conduct data protection impact assessments and, if necessary, to consult with its relevant data protection authority.
2.10 Security Incidents: Upon becoming aware of a Security Incident, Glossi shall inform Customer without undue delay and shall provide all such timely information and cooperation as Customer may reasonably require in order for Customer to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Privacy Laws. Glossi shall further take all such measures and actions as are reasonably necessary to remedy or mitigate the effects of the Security Incident and keep Customer informed of all material developments in connection with the Security Incident. Customer will not communicate or publish any notice or admission of liability concerning any Security Incident which directly or indirectly identifies Glossi (including in any legal proceeding or in any notification to regulatory authorities or affected Data Subjects) without Glossi's prior approval unless Customer is compelled to do so under applicable law. In any event, Customer shall provide Glossi with reasonable prior written notice of any such communication or publication.
2.11 Deletion or return of Data: Upon termination or expiry of the Agreement, Glossi shall (at Customer's election) destroy or return to Customer all Data (including all copies of the Data) in its possession or control. This requirement shall not apply to the extent that Glossi is required by any law to retain some or all of the Data, in which event Glossi shall isolate and protect the Data from any further processing except to the extent required by such law until deletion is possible.
2.12 Audit: Customer acknowledges that Glossi is may be audited against ISO 27001 standards by independent third party auditors. Upon request, Glossi shall supply a summary copy of its audit report(s) to Customer, which reports shall be subject to the confidentiality provisions of the Agreement. Glossi shall also respond to any written audit questions submitted to it by Customer, provided that Customer shall not exercise this right more than once per year. Customer agrees that Customer shall exercise its rights under Clause 8.9 of the SCCs by instructing Glossi to comply with the audit measures described in this Section 2.12.
ANNEXES
ANNEX I. A. LIST OF PARTIES
Data exporter(s):
Name: The entity identified as the "Customer" on the Order Form or the name specified in Customer's account.
Address: The Customer’s Billing Address specified on the Order Form or the address specified in Customer's account.
Contact person’s name, position and contact details: The Primary Contact Name, Primary Contact Position and Primary Contact Email specified on the Order Form or the contact information specified in a Customer's account.
Activities relevant to the data transferred under these Clauses: The data exporter is a customer of the data importer and utilizing the data importer’s services on Glossi.com to create graphics, presentations, posters, documents and other visual content.
Role (controller/processor): Controller
Data importer(s):
Name: The Glossi entity identified on the Order Form.
Address: The Glossi entity’s address specified on the Order Form.
Contact person’s name, position, and contact details: Adam Heisler, CEO, legal@Glossi.io
Representative contact details: (EEA) European Data Protection Office (EDPO), Regus Block 1, Blanchardstown Corporate Park, Ballycoolen Road, Blanchardstown, Dublin, D15 AKK1, Ireland; (UK) European Data Protection Office UK (EDPO UK), 8 Northumberland Avenue, London WC2N 5BY, United Kingdom.
Activities relevant to the data transferred under these Clauses: The data importer operates a graphic design platform used to create graphics, presentation materials, video, and other visual content.
Role (controller/processor): Processor
Annex 1.B. DESCRIPTION OF TRANSFER
Categories of data subjects:
Licensed Users of the Service pursuant to the Agreement between Glossi and Customer, which may include Customer’s employees, contractors, or agents.
Third party individuals whose information is included in Designs created in the Service by Customer or Licensed Users.
Categories of personal data: The categories of personal data are determined and controller by Customer in its sole discretion and may include:
Access credentials of Licensed Users;
Contact details of Licensed Users (e.g. name, email address, phone number); and
any other personal data that Customer or Licensed Users include in Designs created in the Service.
Sensitive data transferred (if applicable) and applied restrictions or safeguards:
Any sensitive data included by Customer or Licensed Users in Designs created in the Service, the extent of which is determined and controlled by Customer in its sole discretion.
Frequency of the transfer: Continuous
Nature of the processing: Processing of the Customer’s and Licensed Users’ usernames, passwords and contact details in order to access and manage the Services and upload Designs to the Service.
Purpose(s) of the data transfer and further processing: Provision of the Service pursuant to the Agreement.
Period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: The personal data will be retained until termination or expiry of the Agreement, in accordance with Section 2.11 of this Addendum.
Last updated: 05 February 2024