Data Processing Addendum (DPA)

Date of Last Revision: April 25, 2019

 

This Data Processing Addendum (“DPA”) forms part of the ESCHR Holdings LTD. Terms of Service (“Agreement”) between ESCHR Holdings LTD, its subsidiaries and affiliates (“Company”, “we”, “us” or “our”),  and the User. The User entered into this DPA on behalf of itself, the purpose of this DPA is to reflect the parties’ agreement with regard to the processing of Personal Data in accordance with the requirements of Data Protection Legislation as defined below.

1. Definitions

“Data Protection Legislation” means all applicable legislation relating to data protection and privacy, including the EU Data Protection Directive 95/46/EC and 2002/58/EC and any regulations which amend or replace any of them, including the General Data Protection Regulation (GDPR).

“Data Processor”, “Data Controller”, and “Data Subject” shall be interpreted in accordance with applicable Data Protection Legislation.

“Subprocessor” means any third-party services engaged by the Company to process personal data.

“Personal Data” means information relating to an identified or identifiable individual. This includes, but is not limited to, information the User provided in their account, event information provided by the Customer,  biometric data, and information used to process a purchase.

Terms not otherwise defined here shall have the meaning as set forth in the Agreement.

2. Processing of Personal Data

2.1 The parties agree that User is the Data Controller and that the Company is its Data Processor in relation to Personal Data that is processed in the course of providing the Services. User shall comply at all times with Data Protection Legislation in respect of all personal data it provided to the Company pursuant to the Agreement.

2.2 the Company will process the Personal Data as a Data Processor, only for the purpose of providing the Services in accordance with the Agreement or with instructions from the User (including instructions provided through the User's Account).

2.3 User agrees that the Personal Data will be collected in compliance with Data Protection Legislation, including all legally required consents, approvals and authorizations. Upon the Company’s request, User shall provide adequate proof of having properly obtained all such necessary consents, authorizations and required permissions.

2.4 If the Company is required by law to process the Personal Data for any other purpose, the Company will provide the User with prior notice of this requirement, unless prohibited by law.

2.5 the Company may transfer Personal Data away from the location it which it was originally collected (i.e. outside of the EEA), in such case, the Company will ensure the transfers will be completed in compliance with mechanisms that is recognized under the relevant Data Protection Legislation as providing an adequate level of protection for data transfers.

2.6 Following termination of the Agreement, on the User’s request, the Company will delete all Personal Data processed, unless it is required by applicable law to retain the Personal Data.

3. Security

3.1 the Company will implement and maintain appropriate technical and organizational measures to protect the Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data. 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.

3.2 the Company will ensure that all the Company personnel required to access the personal data are informed of the confidential nature of the personal data and comply with the obligations set out in this DPA.

3.3 the Company will notify the User promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data. the Company will also take action to investigate the incident and reasonably prevent or mitigate the effects of the case.

4. Sub-processors

4.1 the Company may use Subprocessors to process the Personal Data. The use of Subprocessor to process the Personal Data will be in compliance with Data Protection Legislation and will be governed by a contract between the Company and Subprocessor.

4.2 Sub processors will be permitted to process personal data only to deliver the services the Company has requested, and they shall be prohibited from using Personal Data for any other purpose. A list of our current Subprocessors is available upon request by sending an email to privacy@miro.io.

4.3 In the case where the sub-processor further engages with other processor to process Personal Data, they will respect the obligations set out in this DPA.

5. Information Requests and Audits

5.1 the Company will promptly notify the User of any complaints, questions or requests received from Data Subjects regarding the Personal Data.

5.2 When applicable, the Company will assist the User in fulfilling your obligations in relation to Data Subject requests under the applicable Data Protection Legislation, to the extent that the information is available to the Company and that you cannot otherwise obtain the relevant information. User shall be solely responsible for responding to any Data Subjects’ requests and user shall reimburse the Company for the costs arising from this assistance.

5.3 Upon request, the Company will provide all reasonable assistance to the User in respect to exercising its audit rights. Given the purpose of the audit is to verify the Processing of personal data in accordance with this DPA. Prior to the audit, parties will agree on the duration and scope. The request from Users in this aspect shall be reasonable to the extent required by the Data Protection Legislation and Users will be responsible for any cost incurred with regards to the resources and time spent by the Company.

5.4 Upon your written request, the Company will destroy all Personal Data in its possession or return the Personal Data to User, as requested. This requirement will not apply to the extent the Company is required by applicable law to retain some or all of the User’s Data. User Data on backup servers is protected from any further processing, except to the extent required by applicable law.

Miscellaneous

6.1 This DPA only applies where the Personal Data originates from the EEA or is otherwise subject to the Data Protection Legislation through the process of Personal Data during the course of providing Services to the User.

6.2 The terms of this Addendum shall be governed by and interpreted in accordance with the laws of the United States applicable therein, without regard to principles of conflicts of laws.

6.3 In the event of any conflict or inconsistency between the terms of the Agreement and this DPA, the provisions of this DPA shall prevail. This DPA might be amended from time to time. Any claims brought under this DPA will be subject to the same terms and conditions, including the exclusions and limitations of liability, as are set out in the Agreement.