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Data processing addendum

This ReCharge Data Processing Addendum (“Addendum”) amends the ReCharge Terms of Service (the “Agreement”) by and between you “Controller” and ReCharge, Inc. (“ReCharge”) a United States, California corporation with offices at 3030 Nebraska Avenue, Suite 301, Santa Monica, CA, 90025. Capitalized terms not otherwise defined in this Addendum shall have the same definitions as in the Agreement.

1. Definitions

1.1 “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 (“GDPR”)).

1.2 “Data Processor”, “Data Subject”, “Processor”, “Processing”, “Subprocessor”, and “Supervisory Authority” shall be given the meanings given to them by the applicable Data Protection Legislation.

1.3 “International Data Transfer” means any transfer of Personal Data from the EEA, Switzerland or the United Kingdom to an international organization or to a country outside of the EEA, Switzerland and the United Kingdom.

1.4 “Personal Data” means information relating to an identifiable or identified Data Subject who visits or engages in transactions through your store (a “Customer”), which ReCharge Processes as a Data Processor in the course of providing you with the Services. Notwithstanding the foregoing sentence, Personal Data does not include information that ReCharge Processes in the context of services that it provides directly to a consumer.

1.5 “Standard Contractual Clauses” means clauses annexed to EU Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (OJ L 39, 12.2.2010, p. 5-18).

2. Data Protection

2.1. As part of providing the Service, Data Subject’s Personal Data will be Processed in the United States. Such Processing will be completed in compliance with relevant Data Protection Legislation.

2.2. When ReCharge Processes Personal Data in the course of providing the Services, ReCharge will:

2.2.1. 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 ReCharge is required by law to Process the Personal Data for any other purpose, ReCharge will provide you with prior notice of this requirement, unless ReCharge is prohibited by law from providing such notice;

2.2.2. notify you if, in ReCharge’s opinion, your instruction for the Processing of Personal Data infringes applicable Data Protection Legislation;

2.2.3. notify you promptly, to the extent permitted by law, upon receiving an inquiry or complaint from a Data Subject or Supervisory Authority relating to ReCharge’s Processing of the Personal Data;

2.2.4. implement and maintain appropriate technical and organizational measures designed 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;

2.2.5. provide you, upon your written request, with up-to-date attestations, reports or extracts thereof, where available, from a source charged with auditing ReCharge’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;

2.2.6. notify you promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful Processing of, disclosure of, or access to the Personal Data;

2.2.7. ensure that its personnel who access the Personal Data are subject to confidentiality obligations that restrict their ability to disclose the Customer Personal Data; and

2.2.8. upon termination of the Agreement, ReCharge 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, ReCharge will provide you with a copy of such Personal Data.

2.3. In the course of providing the Services, you acknowledge and agree that ReCharge may use Subprocessors to Process the Personal Data. ReCharge’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 between ReCharge and the Subprocessor.

2.4. Controller hereby authorizes ReCharge to perform International Data Transfers to any country on the basis of an adequacy decision by the European Commission as provided in Article 45 GDPR; on the basis of appropriate safeguards in accordance with Data Protection Legislation; or pursuant to the Standard Contractual Clauses referred to in this Section 2.4. By signing this Addendum, Controller and ReCharge conclude the Standard Contractual Clauses, which are hereby incorporated into this Addendum and completed as follows: Controller is the “data exporter”; ReCharge is the “data importer”; the governing law in Clause 9 and Clause 11.3 of the Standard Contractual Clauses is the law of the country in which Controller is established; Appendix 1 and Appendix 2 to the Standard Contractual Clauses, are Appendix 1 and 2 to this Addendum respectively; and the optional indemnification clause is struck. If ReCharge’s compliance with Data Protection Legislation applicable to International Data Transfers is affected by circumstances outside of ReCharge’s control, including if a legal instrument for International Data Transfers is invalidated, amended, or replaced, then Controller and ReCharge will work together in good faith to reasonably resolve such non-compliance.

3. Miscellaneous

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 ReCharge may amend this Addendum from time to time by posting the relevant amended and restated Addendum on ReCharge’s website, available at stage.rechargepayments.com/legal/dpa and such amendments to the Addendum are effective as of the date of posting. Your continued use of the Services after the amended Addendum is posted to ReCharge’s website constitutes your agreement to, and acceptance of, the amended Addendum. If you do not agree to any changes to the Addendum, please cease your use of the Service immediately.

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. 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 the State of California with respect to any dispute or claim arising out of or in connection with this Addendum.

Appendix 1 – Description of the Processing

  1. Data Subjects
    • The Personal Data Processed concern the following categories of Data Subjects:
      #Category
      1Data subjects about whom ReCharge collects Personal Data in
      its provision of services as a Processor;
      2Data subjects about whom Personal Data is transferred to
      ReCharge in connection with its services as a Processor by,
      at the direction of, or on behalf of Controller.
  2. Categories of Controller Personal Data
    • The Controller Personal Data Processed concern the following categories of data:
      #Category
      1Personal Data categories that ReCharge receives as
      described at:
      https://stage.rechargepayments.com/privacy-policy/
  3. Sensitive data
    • The Controller Personal Data Processed concern the following special categories
      of data (please specify):

      #Category
      1N/A
  4. Processing operations
    • The Controller Personal Data will be subject to the following basic Processing
      activities:

      #Operation
      1ReCharge Processing operations as described at:
      https://stage.rechargepayments.com/privacy-policy/

Appendix 2 – Security measures

ReCharge will implement the following types of security measures:

  • Service endpoint encryption
  • Encryption or obfuscation of data at rest
  • Role Based Access Controls
  • Virtual Private Networking for access to internal systems
  • Centralized Authentication and Authorization
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