Data Processing Addendum 

1.  Roles and Regulatory Compliance; Authorization

Customers can use the Services to process Personal Information of their customers or contacts for marketing and related customer relationship management purposes. GemPages stores Personal Information on its servers and processes such Personal Information only for the purposes of, and in accordance with, the instructions of Customers and does not make any decisions itself as to the use, updating, or deletion of Personal Information. If the Global Data Processing Legislation applies to the processing of Customer Personal Data, the parties acknowledge and agree that: 

2.  Scope of Processing

By entering into this Addendum, Customer instructs GemPages to process Customer Personal Data only in accordance with applicable law to provide the Services as authorized by the Agreement, including this Addendum and its Appendices or as further documented in any other written instructions given by Customer and acknowledged in writing by GemPages as constituting instructions for purposes of this Addendum.

GemPages will only process Customer Personal Data in accordance with customer’s instructions unless the applicable personal data to which we are subject requires us to further process Customer Personal Data, in which case GemPages will notify Customer (unless that law prohibits us from doing so on grounds of public interest).

If the Global Data Protection Legislation applies to the processing of Customer Personal Data, the Customer is a processor and notify GemPages of their instructions and actions regarding Customer Personal Data, including its appointment of GemPages as another processor or its consent to GemPages’s onward transfers of Customer Personal Data to its Subprocessors.

1.  Security Measures

GemPages shall implement and maintain appropriate technical and organizational security measures to protect Company Data from Security Incidents and to preserve the security and confidentiality of the Company Data, in accordance with GemPages’ security standards described in Appendix 2.

2.  Updates to Security Measures

You acknowledge that the Security Measures are subject to technical progress and development and that GemPages 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 Services.

3.  Confidentiality of Processing

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

4.  Security Incident Response

Upon becoming aware of an Information Security Incident, GemPages shall notify Customers without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by you.

5.  Company Responsibilities

Notwithstanding the above, you agree that except as provided by this DPA, you are responsible for safeguarding and securing your use of our Services, including securing its account authentication credentials, protecting the security of your Personal Information Data when in transit to and from the Services, and taking any appropriate steps to securely encrypt or backup any Customer Generated Data Customer Personal Uploaded to the Services.

1.  Customer’s Responsibility for Requests

During the Agreement, if GemPages receives any request from a Data Subject in relation to Customer Personal Data, GemPages will, at its sole discretion, (i) advise the Customer of the request, (ii) advise the data subject to submit his or her request to Customer, and/or (iii) notify the data subject that his or her request has been forwarded to the Customer. Customers will be responsible for responding to any such request.

2.  GemPages’ Data Subject Request Assistance

GemPages will (taking into account the nature of the processing of Customer Personal Data) provide Customer with self-service functionality through the Services or other reasonable assistance as necessary for Customer to fulfill its obligation under the applicable Global Data Protection Legislation to respond to requests by Data Subject(s), including if applicable, Customer’s obligation to respond to requests for exercising the data subject’s rights set out in Global Data Processing Legislation. Customer shall reimburse GemPages for any such assistance beyond providing self-service features included as part of the Services at GemPages’ then-current professional services rates, which shall be made available to Customer upon request.

1.  Datacenter locations

GemPages may transfer and process Personal Information Data anywhere in the world where GemPages, its Affiliates, or its Sub Processes maintain data Processing operations. GemPages shall at all times provide an adequate level of protection for the Personal Information Data collected, transferred, processed, or retained in accordance with the requirements of the applicable Global Data Processing Legislation.

2.  Transfer Mechanism

The parties will comply with the applicable Global Data Protection Law and use the appropriate data transfer mechanism to transfer or access Personal Information internationally. GemPages makes available SCCs enable transfers of Personal Information from the US to other jurisdictions. Customers can exercise their rights and submit a request to enquire about acquired personal information and data under the GDPR by referring to https://gmpg.link/gdpr

1.  Authorized Sub-processors

GemPages uses sub-processors to carry out processing activities that are essential to providing quality user experiences. A sub-processor is a third-party data processor who agrees to receive personal information data from GemPages intended for processing activities to be carried out (i) on behalf of GemPages customers; (ii) and in accordance with customer instructions as communicated by GemPages.

GemPages uses the following sub-processors for customer data:

Updates

We may update this list from time to time for operational, legal, or other reasons. Please revisit this list regularly to stay informed.

The date at the top of this addendum indicates when it was last updated.

2.  Sub-processor obligations

GemPages shall 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 service provided by such Sub-processor. However, GemPages is not responsible for Sub-processor's compliance with the obligations of this DPA and for any acts or omissions of such Sub-processor that cause us to breach any of its obligations under this DPA.

Types of Personal Data

Depending on Customer’s usage of the Service, this could include the data exporter’s personnel, as well as individuals in other categories, such as the data exporter’s customers, service providers, business partners, affiliates, and other end users.

Because we are an Official Shopify App Developer, please refer to the full list of Customer properties from Shopify API. 

Categories of Data Subjects

The Service does not impose a technical restriction on the categories of Personal Information Data Customer may provide as it varies widely from end-users, referrals, to affiliates, and so on. 

Special categories of data (if appropriate)

The Service does not impose a technical restriction on the categories of Personal Information Data Customer may provide.

Processing operations

The subject matter, nature, and purpose of the processing are GemPages’ provision of the Service to Customer as further described in the Agreement.

This involves storing Personal Data, making it available to Customer for modification and transmission, and deleting Personal Data. The processing takes place from the commencement of the Agreement until the deletion of all Personal Data by GemPages in accordance with the DPA.

Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

(b) ‘the data exporter’ means the controller who transfers the personal data;

(c) ‘the data importer’ means the processor, identified above, who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f) ‘technical and organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Third-party beneficiary clause

The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as a third-party beneficiary.

The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

The Parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data, has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Obligations of the data importer

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

   i. any legally binding request for disclosure of the personal data by a law enforcement              authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

   ii. any accidental or unauthorized access; and
   iii. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Liability

Mediation and jurisdiction

Cooperation with supervisory authorities

Governing law

Variation of the contract

Cooperation with supervisory authoritiesSub-processing

Obligation after termination of personal data processing services