This Data Processing Addendum (“DPA”) forms part of the Lingonut Terms of Service (“Agreement”) between Lingonut Technologies Inc. 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.
“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.
“Personal Data” means information relating to an identified or identifiable individual. This includes but not limited to information the User provided in their account.
Terms not otherwise defined here shall have the meaning as set forth in the Agreement.
2.1 The parties agree that User is the Data Controller and that Lingonut 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 Lingonut pursuant to the Agreement.
2.2 Lingonut 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 Lingonut's request, User shall provide adequate proof of having properly obtained all such necessary consents, authorizations and required permissions.
2.4 If Lingonut is required by law to process the Personal Data for any other purpose, Lingonut will provide the User with prior notice of this requirement, unless prohibited by law.
2.5 Lingonut may transfer Personal Data away from the location it which it was originally collected (i.e. outside of the EEA), in such case, Lingonut 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, Lingonut will delete all Personal Data processed, unless it is required by applicable law to retain the Personal Data.
3.1 Lingonut 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 Lingonut will ensure that all Lingonut personnel required to access the personal data are informed of the confidential nature of the personal data and comply with the obligations sets out in this DPA.
3.3 Lingonut 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. Lingonut will also take action to investigate the incident and reasonably prevent or mitigate the effects of the case.
4.1 Lingonut will promptly notify the User of any complaints, questions or requests received from Data Subjects regarding the Personal Data.
4.2 When applicable, Lingonut 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 Lingonut 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 Lingonut for the costs arising from this assistance.
4.3 Upon request, Lingonut 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 Lingonut.
4.4 Upon your written request, Lingonut 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 Lingonut 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.
5.1 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.
5.2 The terms of this Addendum shall be governed by and interpreted in accordance with the laws of the United States of America applicable therein, without regard to principles of conflicts of laws.
5.3 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.