Data Processing Addendum

Updated November 20, 2019.

This Data Processing Addendum ("DPA") is incorporated into, and is subject to the terms and conditions of, the Agreement between Notifii LLC (“Notifii”) and the party identified as the customer of the Services in the Agreement (“you”, "Customer").

All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement. For the avoidance of doubt, all references to the "Agreement" shall include this DPA (including the SCCs, as defined herein). This DPA applies where and only to the extent that Notifii processes Customer Data that is protected by Data Protection Laws applicable to the EEA.

1. Definitions

"Affiliate" means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.

"Agreement" means Notifii’s Standard Terms of Use, or other written or electronic agreement, which govern the provision of the Services to Customer, as such terms or agreement may be updated from time to time.

"Control" means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term "Controlled" shall be construed accordingly.

"Customer Data" means any personal data that Notifii processes on behalf of Customer as a processor in the course of providing the Services, as more particularly described in this DPA.

"Data Protection Laws" means all data protection and privacy laws applicable to the processing of personal data under the Agreement, including, where applicable, EU Data Protection Law.

"EU Data Protection Law" 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) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii) (or in respect of the United Kingdom, any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union); in each case, as may be amended, superseded or replaced.

"EEA" means, for the purposes of this DPA, the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom.

“Standard Contractual Clauses” (“SCC”) means the clauses pursuant to the European Commission’s decision C(2010)593 of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries.

"Security Incident" means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, or alteration of, or unauthorized disclosure of or access to, Customer Data on systems managed or otherwise controlled by Notifii.

"Sensitive Data" means (a) social security number, passport number, driver's license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card); (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; or (e) other information that falls within the definition of "special categories of data" under the GDPR or any other applicable Data Protection Laws.

“Service Data” means aggregated, non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Customer’s use and operation of the Services. For the avoidance of doubt, this Addendum will not apply to Service Data.

"Sub-processor" means any processor engaged by Notifii or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA. Sub-processors may include third parties or Affiliates of Notifii but shall exclude Notifii employees or consultants.

The terms "personal data", "controller", "processor" and "processing" shall have the meaning given to them in the GDPR, and "process", "processes" and "processed" shall be interpreted accordingly.

2. Roles and Responsibilities

2.1 Parties’ roles. As between Notifii and Customer, Customer is the controller of Customer Data, and Notifii shall process Customer Data only as a processor acting on behalf of Customer as described in Annex A of this DPA.

2.2 Purpose limitation. Notifii shall process Customer Data only for the purposes described in this DPA and in accordance with Customer’s documented lawful instructions, except where otherwise required by applicable law. The parties agree that the Agreement sets out Customer’s complete and final instructions to Notifii in relation to the processing of Customer Data, and processing outside the scope of these instructions (if any) shall require prior written agreement between the parties.

2.3 Prohibited data. Customer will not provide (or cause to be provided) any Sensitive Data to Notifii for processing under the Agreement, and Notifii will have no liability whatsoever for Sensitive Data, whether in connection with a Security Incident or otherwise. For the avoidance of doubt, this DPA will not apply to Sensitive Data.

2.4 Customer compliance. Customer represents and warrants that (i) it has complied, and will continue to comply, with all applicable Data Protection Laws in respect of its processing of Customer Data and any processing instructions it issues to Notifii; and (ii) it has provided, and will continue to provide, all notice and has obtained, and will continue to obtain, all consents and rights necessary under Data Protection Laws for Notifii to process Customer Data for the purposes described in the Agreement. Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data. Without prejudice to the generality of the foregoing, Customer agrees that it shall be responsible for complying with all laws (including Data Protection Laws) applicable to the sending of emails or text messages through the Services, including those relating to obtaining consents (where required) to send such emails or text messages.

2.5 Notification obligations regarding Customer's instructions. Notifii shall promptly notify Customer in writing, unless prohibited from doing so under Data Protection Laws, if it becomes aware or believes that any data processing instruction from Customer violates Data Protection Laws.

3. Sub-processing

3.1 Authorized Sub-processors. Customer agrees that Notifii may engage Sub-processors to process Customer Data on Customer's behalf. The Sub-processors currently engaged by Notifii and authorized by Customer are available in Annex C. Notifii shall notify Customer if it adds or removes Sub-processors at least 10 days prior to any such changes if Customer opts in to receive such notifications.

3.2 Objection to Sub-processors. Customer may object in writing to Notifii’s appointment of a new Sub-processor within five (5) calendar days of receiving notice in accordance with Section 3.1 above, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, Notifii will, at its sole discretion, either not appoint such Sub-processor, or permit Customer to suspend or terminate the affected Services in accordance with the termination provisions in the Agreement without liability to either party (but without prejudice to any fees incurred by Customer prior to suspension or termination).

3.3 Sub-processor obligations. Notifii shall: (i) enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Customer Data as those in this DPA, to the extent applicable to the nature of the services provided by such Sub-processor; and (ii) remain responsible for such Sub-processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-processor that cause Notifii to breach any of its obligations under this DPA.

4. Security

4.1 Security Measures. Notifii shall implement and maintain appropriate technical and organizational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of Customer Data in accordance with Notifii's security standards described in Annex B.

4.2 Confidentiality of processing. Notifii shall ensure that any person who is authorized by Notifii to process Customer Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

4.3 Updates to Security Measures. Customer is responsible for reviewing the information made available by Notifii relating to data security and making an independent determination as to whether the Services meets Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures are subject to technical progress and development and that Notifii may update or modify the Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Service provided to Customer.

4.4 Security Incident response. Upon becoming aware of a Security Incident, Notifii shall: (i) notify Customer without undue delay; (ii) provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer; and (iii) promptly take reasonable steps to contain and investigate any Security Incident. Notifii's notification of or response to a Security Incident under this Section 4.4 shall not be construed as an acknowledgment by Notifii of any fault or liability with respect to the Security Incident.

4.5 Customer responsibilities. Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Customer Data when in transit to and from the Services, and taking any appropriate steps to securely encrypt or backup any Customer Data uploaded to the Services.

5. Security Reports and Audits

5.1 Audit rights. Notifii shall make available to Customer all information reasonably necessary to demonstrate compliance with this DPA and allow for and contribute to audits, including inspections by Customer in order to assess compliance with this DPA. Customer acknowledges and agrees that it shall exercise its audit rights under this DPA (including this Section 5.1 and where applicable, the SCCs) by instructing Notifii to comply with the audit measures described in Sections 5.2 and 5.3 below.

5.2 Security reports. Notifii will verify the adequacy of its security measures with respect to its processing of Customer Data. Audits should be performed periodically at Notifii’s expense by auditors of Notifii’s selection and result in the generation of a confidential audit report (“Report”).

5.3 Security due diligence. In addition to the Report, Notifii shall respond to all reasonable requests for information made by Customer to confirm Notifii's compliance with this DPA, including responses to information security, due diligence and audit questionnaires, by making additional information available regarding its information security program upon Customer’s written request to support@notifii.com, provided that Customer shall not exercise this right more than once per calendar year.

6. International Transfers

6.1 Data center locations. Notifii may transfer and process Customer Data to and in the United States and anywhere else in the world where Notifii, its Affiliates or its Sub-processors maintain data processing operations. Notifii shall at all times ensure that such transfers are made in compliance with the requirements of Data Protection Laws.

6.2 EEA Data transfers. To the extent that Notifii is a recipient of Customer Data protected by Data Protection Laws applicable to the EEA ("EEA Data"), for any transfers of EEA Data in or to a country that does not provide an adequate level of protection for personal data (as described in applicable Data Protection Laws), Notifii agrees to abide by and process EEA Data in compliance with the SCCs which are incorporated in full by reference and form an integral part of this DPA. For the purposes of the SCCs: (i) Notifii agrees that it is the "data importer" and Customer is the "data exporter" under the SCCs (notwithstanding that Customer may itself be an entity located outside the EEA); (ii) Annex A of this DPA shall replace Appendix 1 of the SCCs; (iii) Annex B of this DPA shall replace Appendix 2 of the SCCs.

7. Return or Deletion of Data

7.1 Deletion on termination. Upon termination or expiration of the Agreement, Notifii will (i) at Customer’s election, delete or return to Customer the Customer Data (including copies) stored in the Notifii systems; or (ii) if Customer does not make any election, automatically delete any Customer Data stored in the Notifii systems one (1) year after the termination or expiration date.

7.2 Retention required by law. Notwithstanding anything to the contrary in this Section 7, Notifii may retain Customer Data or any portion of it if required by applicable law.

8. Data Subject Rights and Cooperation

8.1 Data subject requests. The Service provides Customer with a number of controls that Customer may use to retrieve, correct, delete or restrict Customer Data, which Customer may use to assist it in connection with its obligations under the GDPR, including its obligations relating to responding to requests from data subjects or applicable data protection authorities. To the extent that Customer is unable to independently access the relevant Customer Data within the Service, Notifii shall provide reasonable cooperation to assist Customer to respond to any requests from individuals or applicable data protection authorities relating to the processing of Customer Data under the Agreement. In the event that any such request is made to Notifii directly, Notifii shall not respond to such communication directly except as appropriate (for example, to direct the data subject to contact Customer) or legally required, without Customer's prior authorization. If Notifii is required to respond to such a request, Notifii shall promptly notify Customer and provide Customer with a copy of the request unless Notifii is legally prohibited from doing so.

8.2 Subpoenas and court orders. If a law enforcement agency sends Notifii a demand for Customer Data (for example, through a subpoena or court order), Notifii shall attempt to redirect the law enforcement agency to request that data directly from Customer. As part of this effort, Notifii may provide Customer’s basic contact information to the law enforcement agency. If compelled to disclose Customer Data to a law enforcement agency, then Notifii shall give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy, unless Notifii is legally prohibited from doing so.

8.3 Data protection impact assessment. To the extent required under applicable Data Protection Laws, Notifii shall provide all reasonably requested information regarding the Service to enable Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.

9. Limitation of Liability

9.1 Each party’s and all of its Affiliates’ liability taken together in the aggregate arising out of or related to this DPA (including the SCCs) shall be subject to the exclusions and limitations of liability set forth in the Agreement.

9.2 Any claims against Notifii or its Affiliates under or in connection with this DPA (including, where applicable, the SCCs) shall be brought solely against the entity that is a party to the Agreement.

9.3 In no event shall any party limit its liability with respect to any individual's data protection rights under this DPA or otherwise.

10. Relationship with the Agreement

10.1 This DPA shall remain in effect for as long as Notifii carries out Customer Data processing operations on behalf of Customer or until termination of the Agreement (and all Customer Data has been returned or deleted in accordance with Section 7.1 above).

10.2 The parties agree that this DPA shall replace any existing data processing agreement or similar document that the parties may have previously entered into in connection with the Service.

10.3 In the event of any conflict or inconsistency between this DPA and the Notifii Standard Terms of Use, the provisions of the following documents (in order of precedence) shall prevail: (a) SCCs; then (b) this DPA; and then (c) the Notifii Standard Terms of Use.

10.4 Except for any changes made by this DPA, the Agreement remains unchanged and in full force and effect.

10.5 Notwithstanding anything to the contrary in the Agreement (including this DPA), Notifii shall have a right to collect, use and disclose data relating to the use, support and/or operation of the Service ("Service Data") for its legitimate business purposes, such as billing, account management, technical support, and product development. To the extent any such Service Data is considered personal data under Data Protection Laws, Notifii shall be responsible for and shall process such data in accordance with the Notifii Privacy Policy and Data Protection Laws. For the avoidance of doubt, this DPA shall not apply to Service Data.

10.6 No one other than a party to this DPA, its successors and permitted assignees shall have any right to enforce any of its terms.

10.7 This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.

Annex A. Details of Processing

(a) Subject matter. The subject matter of the data processing under this DPA is the Customer Data.

(b) Duration. As between Notifii and Customer, the duration of the data processing under this DPA is until the expiration or termination of the Agreement in accordance with its terms.

(c) Purpose. Notifii shall only process Customer Data for the following purposes: (i) processing to perform the Services in accordance with the Agreement; (ii) processing initiated by Customer in its use of the Services; and (ii) processing to comply with any other reasonable instructions provided by Customer (e.g., via email or support tickets) that are consistent with the terms of the Agreement (individually and collectively, the "Purpose").

(d) Nature of the processing. Notifii provides a package logging and notification software and other related services, as more particularly described in the Agreement.

(e) Data subjects. Customer may upload, submit or otherwise provide certain personal data to the Service, the extent of which is typically determined and controlled by Customer in its sole discretion, and may include the following types of personal data for the following categories of people:

    Customer’s authorized users (“Users”): Identification and contact data (including name, address, title, email, cellphone, username); financial information (credit card details, account details, payment information); IT information (IP addresses, usage data, cookies data, online navigation data, location data, browser data);
    Customer’s customers (“Recipients”): Identification and contact data (including name, address, email, cellphone) and contact preferences (including email opt-ins and texting opt-ins);

(f) Categories of data. (i) Users; and (ii) Recipients, each as defined in the Notifii Privacy Policy.

(g) Sensitive Data: Notifii does not want to, nor does it intentionally, collect or process any Sensitive Data in connection with the provision of the Service.

(h) Processing operations. Customer Data will be processed in accordance with the Agreement (including this DPA) and may be subject to the following processing activities:

    (i) Storage and other processing necessary to provide, maintain and improve the Services provided to Customer pursuant to the Agreement; and/or
    (ii) Disclosures in accordance with the Agreement and/or as compelled by applicable law.

Annex B. Security Measures

As a company that takes data security and privacy very seriously, we recognize that Notifii’s information security practices are important to you. While we don’t like to expose too much detail around our practices (as it can empower the very people we are protecting ourselves against), we have provided some general information below to give you confidence in how we secure the data entrusted to us.

Data Center Security

Notifii’s servers are hosted through Amazon AWS.

    “AWS is a secure, durable technology platform with industry-recognized certifications and audits: PCI DSS Level 1, ISO 27001, FISMA Moderate, FedRAMP, HIPAA, and SOC 1 (formerly referred to as SAS 70 and/or SSAE 16) and SOC 2 audit reports. Our services and data centers have multiple layers of operational and physical security to ensure the integrity and safety of your data.”
Data Backups

All databases are continuously mirrored and automatically backed up each nightly.

Application Level Security

(a) Notifii account passwords are hashed. Our own staff can't even view them. If you lose your password, it can't be retrieved—it must be reset.
(b) All data stored in our databases are encrypted at rest.
(c) All data in transit between your device (whether accessing Services through a browser or app) and our server are encrypted with TLS.

Annex C. Sub-processors

● Amazon AWS
● Sendgrid
● Twilio