Data Processing Addendum

Female animated character pointing at a data processing symbol

MarketMalinois Inc.
Data Processing Addendum
Last updated: September 12, 2022

THIS ADDENDUM is made between:

MarketMalinois Inc., incorporated under the federal laws of Canada of 9275 Markham Road, Suite 110, Markham, Ontario L6E 0H9, Canada (“MarketMalinois”); and

The MarketMalinois customer subscribing to MarketMalinois services pursuant to MarketMalinois’ Terms of Service and requiring a GDPR Data Processing Addendum (“Customer”),

together the “parties”.

WHEREAS:

a. MarketMalinois and the Customer have entered or desire to enter into Terms of Service for the provision by MarketMalinois to the Customer of certain data visualization and business intelligence services (the “Terms”); and
b.
 MarketMalinois and the Customer have agreed to enter into this Addendum to the Terms in relation to data processing.

IT IS NOW AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1. The parties agree that this Addendum will be incorporated as an addendum to the Terms. To the extent of any conflict between this Addendum and the remaining sections of the Terms, this Addendum will prevail.

1.2. In this Addendum, the following words and expressions will have the following meanings:

  • “Addendum” shall mean this addendum, including its appendix;
  • “Terms” shall have the meaning given in recital (a) above;
  • “Customer Personal Information” shall mean all Personal Information controlled by the Customer which is processed by MarketMalinois in connection with the Service;
  • “Data Protection Legislation” shall mean all applicable laws relating to data protection and privacy, including (without limitation) the EU Information Protection Directive (95/46/EC) as implemented in each jurisdiction, the EU General Information Protection Regulation (2016/679) (“GDPR”), the EU Privacy and Electronic Communications Directive 2002/58/EC as implemented in each jurisdiction, and any amending or replacement legislation from time to time;
  • “Personal Information” means any information relating to an identified or identifiable natural person; and
  • “Service” shall mean any of the services provided by MarketMalinois to the Customer pursuant to the Terms.

1.3. In this Addendum, the terms “process”, “data controller”, “data processor,” and “data subject” shall have the meanings set out in the Data Protection Legislation.

2. NATURE OF THE INFORMATION

2.1. The categories of Customer Personal Information to be processed by MarketMalinois and the processing activities to be performed under this Addendum are set out in Appendix 1.

2.2. The parties record their intention that the Customer shall be the data controller and MarketMalinois shall be a data processor in relation to all Customer Personal Information.

3. OBLIGATIONS OF THE CUSTOMER

3.1. The parties shall each comply with their respective obligations under the Data Protection Legislation regarding Customer Personal Information.

3.2. The Customer shall ensure that its instructions and disclosures of Customer Personal Information to MarketMalinois are lawful and acknowledges that MarketMalinois is entitled to rely on the Customer’s instructions in respect of the processing of Customer Personal Information.

4. OBLIGATIONS OF MARKETMALINOIS

4.1. MarketMalinois agrees to:

4.1.1. only process Customer Personal Information for and on behalf of the Customer, in accordance with the instructions set out under the Terms or as otherwise given by the Customer from time to time. MarketMalinois shall notify the Customer if it is required by the applicable law to process Customer Personal Information other than in accordance with those instructions, and shall inform the Customer of the relevant legal requirement before undertaking such processing (unless the relevant legal requirement prohibits the provision of such information on important grounds of public interest);

4.1.2. ensure that those of its personnel who are involved in processing Customer Personal Information are bound by appropriate obligations of confidentiality;

4.1.3. implement and maintain appropriate technical and organizational security measures to safeguard Customer Personal Information from unauthorized or unlawful processing or accidental loss, damage, or destruction;

4.1.4. taking into account the nature of the processing and the information available to MarketMalinois, provide reasonable assistance to the Customer in ensuring compliance with its obligations under the Data Protection Legislation in relation to security, data breach notification, data protection impact assessments, and prior consultation with a supervisory authority and the fulfillment of data subject’s rights, where applicable from time to time; and

4.1.5. upon written request, make available to the Customer such records as the Customer may reasonably require from time to time to demonstrate compliance by MarketMalinois with its obligations under this Addendum. In addition, MarketMalinois agrees to permit an audit to be conducted of its facilities no more than once per year, by the Customer or the Customer’s representatives (bound by appropriate obligations of confidentiality), provided such an audit is carried out:
i. upon ten (10) business days prior, written notice to MarketMalinois and during MarketMalinois’ normal business hours;
ii. in a manner that causes minimal disruption to MarketMalinois’ business and excludes from its scope any internal pricing information, information relating to other customers of MarketMalinois or other MarketMalinois’ internal reports; and
iii. at the Customer’s own cost.

4.2. MarketMalinois shall notify the Customer without undue delay and in any event within 72 (seventy-two) hours of becoming aware of any accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to, Customer Personal Information (“Security Breach”). MarketMalinois shall provide Customer with reasonable assistance in relation to the Security Breach, including the provision of information known to MarketMalinois regarding the nature of the breach, the categories, and the approximate number of data subjects and records concerned.

4.3. Nothing in this Addendum shall prevent either party from complying with any legal obligation imposed by a regulator or court. Each party shall, however, discuss with the other party the appropriate response to any request from a regulator or court for disclosure of information.

5. SUB-CONTRACTING

5.1. The Customer consents to MarketMalinois engaging subcontractors listed here to process the Customer’s Personal Information on its behalf (“Sub-processors”). MarketMalinois shall ensure that Sub-processors are subject to contractual obligations which are the same as or equivalent to those imposed on MarketMalinois under this Addendum. MarketMalinois shall inform the Customer of any intended changes concerning the addition or replacement of any Sub-processor within a reasonable time before implementing such change. If the Customer objects to such change, MarketMalinois shall make reasonable efforts to address the Customer’s concerns (including making reasonable efforts to find an alternative Sub-processor).

5.2. The Customer acknowledges and agrees that Customer Personal Information may be processed by Sub-processors outside the European Economic Area or the country where the Customer is located to carry out the Service and MarketMalinois’ other obligations under the Terms. MarketMalinois shall implement a data transfer solution to ensure such transfers comply with the Data Protection Legislation.

5.3. For the avoidance of doubt, if a Sub-processor fails to fulfill its obligations under any sub-contract, MarketMalinois shall remain fully liable to the Customer for fulfilling its obligations under this Addendum.

6. TERM AND TERMINATION

6.1. This Addendum shall commence on January 7, 2020, and shall continue in full force and effect until the later of:

6.1.1. the termination or expiration of the Terms; or

6.1.2. the termination of the last of the Services to be performed pursuant to the Terms.

7. RETURN OR DELETION OF DATA

7.1 Within six (6) months of the termination of this Addendum, MarketMalinois shall delete the Customer Personal Information and delete any existing copies in its possession unless; (i) required to retain such Customer Personal Information under applicable law; or, (ii) the Customer requests that MarketMalinois return the Customer Personal Information to it.

8. GOVERNING LAW

8.1. This Addendum and any dispute arising out of or in relation to it (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of England and Wales.

APPENDIX 1: Description of Information Processing

The data processing activities carried out by MarketMalinois under this Addendum are as follows:

Description of Service
MarketMalinois is a read-only application that lets customers display their data in visualizations and quickly create a new, actionable perspective on their business.

Subject-matter of Processing
MarketMalinois processes certain Customer Personal Information on behalf of its Customers in relation to data visualization and being able to quickly create a new, actionable perspective on their business. The content of the Customer’s Personal Information is determined by its Customers. These data controllers either push data to MarketMalinois or prepare queries to be requested by MarketMalinois to capture data from Customers’ systems or third-party software platforms.

Duration of Processing
For the duration of the Services to which this Addendum relates.

Nature and purpose of Processing
To enable MarketMalinois to provide the Customer with certain Services related to data visualization and quickly create a new, actionable perspective on their business per the Terms.

Type of Personal Information
Customer Personal Information relating to Customers and provisioned end users of the Services uploaded by such Customers or provisioned end users and/or otherwise collected by or on behalf of the Customer or provisioned end user as a result of the use of the Services. MarketMalinois also collects information about visitors to its web properties. The collected information may include, without limitation, data uploaded or pulled into MarketMalinois, personal contact information, demographic information, location information, profile data, unique IDs, passwords, usage activity, transaction history, and online behavior and interest data.

Categories of Information Subjects
MarketMalinois’ Customers and their provisioned users of its Services, as well as visitors to MarketMalinois’ web properties.