Data Processing Terms

PLEASE READ THESE DATA PROCESSING TERMS (THE “TERMS”) CAREFULLY. THESE TERMS ARE MADE PART OF YOUR AGREEMENT WITH ACTION SQUARED, INC. (“ACTION SQUARED”) TO USE THE SERVICES.

1. Purpose. In consideration of the parties’ mutual obligations to comply with applicable law in accordance with the Agreement, these Terms apply to Action Squared’s Processing of Personal Data on your behalf in accordance with Privacy and Data Protection Laws. Unless otherwise expressly agreed in writing between you and Action Squared, this version of the Terms (1) is incorporated into and subject to your Agreement, (2) shall be effective and remain in force for the term of the Agreement, and (3) in the event of any conflict between the terms of the Agreement and these Terms, the relevant provisions of these Terms shall take precedence.

2. Definitions. Capitalized terms not defined in these Terms shall have the meaning set forth in the Agreement.

2.1 “Agreement” means any agreement by which Action Squared grants you the right to use the Services, including the Action Squared Terms of Service (available here).

2.2 “CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.

2.3 “Data Controller” has the meaning given to “controller” or “data controller” in accordance with applicable Privacy and Data Protection Laws.

2.4 “Data Processor” has the meaning given to “processor” or “data processor” in accordance with applicable Privacy and Data Protection Laws.

2.5 “Data Subject” has the meaning given to “data subject” in accordance with applicable Privacy and Data Protection Laws.

2.6 “Documentation” means the online documentation available via https://actionbuilder.org.

2.7 “Personal Data” has the same meaning as personal data or information of or about a person, as defined in the applicable Privacy and Data Protection Laws, where such data is submitted by you to Action Squared via the Services.

2.8 “Privacy and Data Protection Laws” means all U.S. data protection and privacy laws applicable to the Processing of Personal Data under the Agreement, including any United States state or Federal law or regulation applicable to the Processing of Personal Data under the Agreement, including, for example, the CCPA.

2.9 “Processing” and “process” have the meaning given in accordance with applicable Privacy and Data Protection Laws.

2.10 “Services” has the meaning of such defined term in the Agreement.

2.11 “Sub-processor” means any Data Processor engaged by Action Squared.

3. Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, you are the Data Controller and Action Squared is a Data Processor.

4. Your Processing of Personal Data. You shall, in your use of the Services, only Process Personal Data or transfer such Personal Data to Action Squared, in accordance with the requirements of Privacy and Data Protection Laws and the Services.

5. Action Squared’s Processing of Personal Data. Action Squared shall only Process Personal Data for the purposes and in the manner provided for in the Services and Documentation, and the Agreement, including these Terms. Subscriber acknowledges that the Services will Process Personal Data on an automated basis in accordance with your configurations, which configurations Action Squared does not monitor or control. You instruct Action Squared to Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and your use of the Services; (ii) Processing initiated by you through the Services’ application programming interfaces (APIs) or user interfaces; (iii) Processing to comply with other reasonable documented instructions provided by you (e.g., via support tickets, email communications and chat platforms) where such instructions are consistent with the terms of the Agreement; and (iv) Processing otherwise required of Action Squared by applicable laws. These Terms and the Agreement contain your sole instructions to Action Squared for the Processing of Personal Data. Action Squared shall at all times comply with the requirements of applicable Privacy and Data Protection Laws.

6. Transfers. In the event the Services involve Personal Data collected in Canada, Action Squared may store, transfer, and/or process such Personal Data in locations and on servers located in the United States. As a result, such Personal Data may be subject to access requests from governments, courts, or law enforcement in the United States.

7. Correction, Amendment and Deletion of Personal Data. To the extent you, in your use of the Services, do not have the ability to correct, amend or delete Personal Data as required by Privacy and Data Protection Laws, Action Squared shall comply with any commercially reasonable request by you to facilitate such actions to the extent Action Squared is legally permitted to do so and has reasonable access to the Personal Data. You acknowledge that Action Squared cannot correct, amend, or permanently delete cached copies of Personal Data hosted or stored on equipment controlled by you; and the storage and deletion of Personal Data processed by the Services occur automatically in accordance with the Documentation.

8. Third Party Requests. Action Squared shall, to the extent legally permitted, promptly notify Subscriber if it receives a request, complaint, inquiry or other correspondence from a data subject, regulatory authority, or other third party in connection with Action Squared’s processing of Personal Data. Unless required by law, Action Squared shall not respond to any such third party request without your prior written consent except to confirm that the third party request relates to you and to offer to forward the request to you. Taking into account the nature of the Processing and to the extent you do not have access to the relevant information through your use of the Services, Action Squared shall, at your cost, provide you with such assistance as may be reasonably necessary and technically possible in the circumstances, to assist you in fulfilling your obligations with respect to third party requests.

9. Action Squared Personnel

9.1 Confidentiality. Action Squared shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and are subject to a duty of confidentiality.

9.2 Limitation of Access. Action Squared shall limit its access to Personal Data to those personnel who require such access to perform the Agreement.

10. Sub-Processors.

10.1 Authorized Subprocessors. You agree that Action Squared may engage Subprocessors to process Personal Data on your behalf.

10.2 Subprocessor Obligations. Action Squared shall enter into a written agreement with the Subprocessor imposing data protection terms that require the Subprocessor to protect the Personal Data to the standard required by Privacy and Data Protection Laws.

11. Security.

11.1 Security Measures. Action Squared shall implement and maintain appropriate technical and organizational security measures to protect Personal Data from security incidents and to preserve the security and confidentiality of the Personal Data, in accordance with Action Squared’s security standards (“Security Measures”).

11.2 Updates to Security Measures. You acknowledge that the Security Measures are subject to technical progress and development and that Action Squared 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 purchased by you.

11.3 Your Responsibilities. Notwithstanding the above, you agree that except as provided in these Terms, you are responsible for the secure use of the Services, including securing account authentication credentials, protecting the security of Personal Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Personal Data uploaded to the Services.

11.4 Security Incident Response. Upon becoming aware of a Security Incident, Action Squared shall provide information relating to the Security Incident as required by applicable law.

12. Limitation of Liability. Nothing in these Terms is intended to prejudice or limit any of Action Squared’s rights to limitations of liability afforded to data processors pursuant to Privacy and Data Protection Laws. Each party’s liability arising out of or related to these Terms (whether in contract, tort or under any other theory of liability) is subject to the limitations of liability set forth in the Agreement.

13. Deletion of Personal Data. Upon termination or expiration of the Agreement, Action Squared shall (at your election and expense) delete or return to you all Personal Data (including copies) in its possession or control, save that this requirement shall not apply to the extent Action Squared is required by applicable law to retain some or all of the Personal Data, or to Personal Data it has archived on back-up systems, which Personal Data Action Squared shall securely isolate and protect from any further processing, except to the extent required by applicable law.

14. Sale of Data. Action Network will not (i) sell (as defined in the CCPA) any Personal Data, (ii) retain, use or disclose Personal Data for any purpose other than for the specific purpose of providing the Services to you, including retaining, using or disclosing Personal Data for a commercial purpose other than for providing the Services to you, and (iii) retain, use or disclose Personal Data outside the direct business relationship between Action Squared and you.

15. Enforcement. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect

16. Order of Precedence. In the event of any conflict or inconsistency among the following, the provisions of the following agreements, in order of precedence, shall prevail: (i) these Terms, and (ii) the Agreement.

17. Changes to these Data Processing Terms. In consideration of Action Squared’s ongoing obligations to comply with applicable law in the performance of the Services, Action Squared may update these Terms.