This Tonya Dee Data Processing Addendum (“Addendum”) amends the Tonya Dee Terms of Service (the “Agreement”) by and between you and Tonya Dee, a US based corporation.
(a) “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC, and any legislation and/or regulation implementing or made pursuant to them, or which amends or replaces any of them (including the General Data Protection Regulation, Regulation (EU) 2016/679);
(b) “Data Processor”, “Data Subject”, “Processor”, “Processing”, “Subprocessor”, and “Supervisory Authority” shall be interpreted in accordance with applicable Data Protection Legislation;
(c) “Personal Data” as used in this Addendum means information relating to an identifiable or identified Data Subject who visits or engages in transactions through your site (a “Contact” or “Member”), which Tonya Dee Processes as a Data Processor in the course of providing you with the Services.
(d) All other capitalized terms in this Addendum shall have the same definition as in the Agreement.
2. Data Protection
2.1. When Tonya Dee Processes Personal Data in the course of providing the Services,Musing with Tonya Dee will:
- 2.1.1. Process the Personal Data as a Data Processor, only for the purpose of providing the Services in accordance with documented instructions from you (provided that such instructions are commensurate with the functionalities of the Services), and as may subsequently be agreed to by you. If Tonya Dee is required by law to Process the Personal Data for any other purpose,Tonya Dee will provide you with prior notice of this requirement, unless Tonya Dee is prohibited by law from providing such notice;
- 2.1.2. notify you if, in Tonya Dee's opinion, your instruction for the processing of Personal Data infringes applicable Data Protection Legislation;
- 2.1.3. notify you promptly, to the extent permitted by law, upon receiving an inquiry or complaint from a Data Subject or Supervisory Authority relating to Tonya Dee's Processing of the Personal Data;
- 2.1.4. implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. 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;
- 2.1.5. provide you, upon request, with up-to-date attestations, reports or extracts thereof where available from a source charged with auditing Tonya Dee’s data protection practices (e.g. external auditors, internal audit, data protection auditors), or suitable certifications, to enable you to assess compliance with the terms of this Addendum;
- 2.1.6. notify you promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data;
- 2.1.7. ensure that its personnel who access the Personal Data are subject to confidentiality obligations that restrict their ability to disclose the Contact and Member Personal Data; and
- 2.1.8. upon termination of the Agreement, and subject to the terms of the Agreement and as provided herein, Tonya Dee will promptly initiate its purge process to delete or anonymize the Personal Data. If you request a copy of such Personal Data within 60 days of termination,Musing with Tonya Dee will provide you with a copy of such Personal Data. Tonya Dee may retain Personal Data to the extent required by applicable laws and/or Tonya Dee's standard data retention policies and only to the extent and for such period as required by Applicable Laws and always provided that Tonya Dee shall ensure the confidentiality of all such Company Personal Data and shall ensure that such Company Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose.
2.2 In the course of providing the Services,you acknowledge and agree that Tonya Dee may use Subprocessors to Process the Personal Data. Tonya Dee's use of any specific Subprocessor to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a contract betweenMusing with Tonya Dee and Subprocessor.
2.3 Restricted Transfers
- 2.3.1 Subject to section 2.4.3, each Company affiliate and/or Subprocessor (as "data exporter") and each Company contracted Data Processor and/or Subprocessor, as appropriate, (as "data importer") hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Company Group Member to that Contracted Processor. "Restricted Transfer" shall mean: (i) a transfer of Personal Data from any Tonya Dee, an affiliate of Tonya Dee, and/or a Subprocessor to a third party Processor, including a Subprocessor; or (ii) an onward transfer of Personal Data from a contracted Processor to a second contracted Processor, or between two establishments of any such contracted Processor; in each case, where such transfer would be prohibited by Data Protection Legislation (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Legislation) in the absence of the Standard Contractual Clauses to be established as provided herein.
- 2.3.2 The Standard Contractual Clauses shall come into effect under section 2.3.1 on the later of: (i) the data exporter becoming a party to them; (2) the data importer becoming a party to them; and (3) commencement of the relevant Restricted Transfer.
- 2.3.3 Section 2.3.1 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.
- 2.3.4 Tonya Dee warrants and represents that, before the commencement of any Restricted Transfer to a Subprocessor,Tonya Dee and/or the relevant affiliate’s entry into the Standard Contractual Clauses under section 2.3.1, and agreement to variations to those Standard Contractual Clauses which may arise pursuant to the Data Protection Legislation as agent for and on behalf of that Subprocessor will have been duly and effectively authorised (or subsequently ratified) by that Subprocessor.
- 2.3.5 The Standard Contractual Clauses shall mean those standard clauses approved as of 5 February 2010, and which can be found at: http://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32010D0087&from=en and/or as may be amended from time to time as provided in the Data Protection Laws and other relevant law. The terms of the applicable Standard Contractual Clause are incorporated herein by this reference. To the extent that such terms are amended by the relevant authorities, this Addendum shall be subject to those amended terms upon their adoption.
3.1 In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, any and all liability under this Addendum, including limitations thereof, will be governed by the relevant provisions of the Agreement. You acknowledge and agree that Tonya Dee may amend this Addendum from time to time by posting the relevant amended and restated Addendum on Tonya Dee's website, available at https://newkajabi.com/policies/dpa and such amendments to the Addendum are effective as of the date of posting. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein. Your continued use of the Services after the amended Addendum is posted to Kajabi’s website constitutes your agreement to, and acceptance of, the amended Addendum. If you do not agree to any changes to the Addendum, do not continue to use the Service.
3.2 Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties.
3.3 Except as expressly provided herein and/or as required by the Data Protection Legislation, the terms of this Addendum shall be governed by and interpreted in accordance with the laws of the state of California and the laws of the United States applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of California with respect to any dispute or claim arising out of or in connection with this Addendum.
Last Updated: May 26, 2018