Data Processor Addendum


This Data Processing Addendum ("DPA"), supplements the Agreement between CoachAccountable LLC (“CoachAccountable”) and you, the customer of CoachAccountable ("Customer").  This DPA applies to the extent you are using the Services in the context of your data processing activities that are subject to the EU General Data Protection Regulation ("GDPR").


By using CoachAccountable you agree to enter into this DPA with CoachAccountable. Collectively, you and CoachAccountable are referred to in this DPA as the "parties". All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.



1. Definitions

"Agreement" means CoachAccountable’s Terms of Service, which govern the provision of the Services to Customer, as such terms may be updated by CoachAccountable from time to time.


"Customer Data" means any Personal Data that CoachAccountable processes on behalf of Customer as a Data Processor in the course of providing Services, as more particularly described in this DPA.


"Data Protection Laws" means all data protection and privacy laws applicable to the processing of Personal Data under the Agreement, including, where applicable, EU Data Protection Law.


"Data Controller" means an entity that determines the purposes and means of the processing of Personal Data.


"Data Processor" means an entity that processes Personal Data on behalf of a Data Controller.


"EU Data Protection Law" means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded or replaced).


"EEA" means, for the purposes of this DPA, the European Economic Area, United Kingdom and Switzerland.


"Personal Data" means any information relating to an identified or identifiable natural person.


"Processing" has the meaning given to it in the GDPR and "process", "processes" and "processed" shall be interpreted accordingly.


"Security Incident" means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data.


"Services" means any product or service provided by CoachAccountable to Customer pursuant to the Agreement.


"Sub-processor" means any Data Processor engaged by CoachAccountable to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA.



2. Relationship with the Agreement

2.1         The parties agree that this DPA shall replace any existing DPA the parties may have previously entered into in connection with the Services.


2.2         Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict.


2.3         Any claims brought under or in connection with this DPA shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement.


2.4         Any claims against CoachAccountable under this DPA shall be brought solely against the entity that is a party to the Agreement. In no event shall any party limit its liability with respect to any individual's data protection rights under this DPA or otherwise. Customer further agrees that any regulatory penalties incurred by CoachAccountable in relation to the Customer Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under this DPA or any applicable Data Protection Laws shall count toward and reduce CoachAccountable’s liability under the Agreement as if it were liability to the Customer under the Agreement.


2.5         No one other than a party to this DPA, its successors and permitted assignees shall have any right to enforce any of its terms.


2.6         This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.



3. Scope and Applicability of this DPA

3.1         This DPA applies where and only to the extent that CoachAccountable processes Customer Data that originates from the EEA and/or that is otherwise subject to EU Data Protection Law on behalf of Customer as Data Processor in the course of providing Services pursuant to the Agreement.



4. Roles and Scope of Processing

4.1         Role of the Parties.  As between CoachAccountable and Customer, Customer is the Data Controller of Customer Data, and CoachAccountable shall process Customer Data only as a Data Processor acting on behalf of Customer.


4.2         Customer Processing of Customer Data.  Customer agrees that (i) it shall comply with its obligations as a Data Controller under Data Protection Laws in respect of its processing of Customer Data and any processing instructions it issues to CoachAccountable; and (ii) it has provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection Laws for CoachAccountable to process Customer Data and provide the Services pursuant to the Agreement and this DPA.


4.3         CoachAccountable Processing of Customer Data.  CoachAccountable shall process Customer Data only for the purposes described in this DPA and only in accordance with Customer’s documented lawful instructions. The parties agree that this DPA and the Agreement set out the Customer’s complete and final instructions to CoachAccountable in relation to the processing of Customer Data and processing outside the scope of these instructions (if any) shall require prior written agreement between Customer and CoachAccountable.


4.4         Details of Data Processing


(a)          Subject matter: The subject matter of the data processing under this DPA is the Customer Data.


(b)          Duration: As between CoachAccountable and Customer, the duration of the data processing under this DPA is until the termination of the Agreement in accordance with its terms.


(c)           Purpose: The purpose of the data processing under this DPA is the provision of the Services to the Customer and the performance of CoachAccountable's obligations under the Agreement (including this DPA) or as otherwise agreed by the parties.


(d)          Nature of the processing: CoachAccountable provides a platform for facilitating coaching documentation, collaboration, the delivery of coaching programs, and other related services, as described in the Agreement.


(e)          Categories of data subjects: Any individual accessing and/or using the Services through the Customer's account ("Coaches"); and any individual whom they invite to their account for the sake of collaboration (collectively, “Clients” and "Personnel").


(f)           Types of Customer Data:


(i)            User Account Data: identification and contact data (name, email, phone number(s), address, title, contact details, username); financial information (credit card details, account details, payment information);


(ii)           Usage Data: Automatically collected log information including log in activity (when, browser, IP address); in-app activity (when and what); website visitor analytics.


(iii)          Coaching Data: any and all information added/stored/uploaded to the Service by Coach or Client.


4.5         Notwithstanding anything to the contrary in the Agreement (including this DPA), Customer acknowledges that CoachAccountable shall have a right to use and disclose data relating to the operation, support and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development and sales and marketing. To the extent any such data is considered Personal Data under Data Protection Laws, CoachAccountable is the Data Controller of such data and accordingly shall process such data in accordance with the CoachAccountable Privacy Policy and Data Protection Laws.


4.6         Tracking Technologies. Customer acknowledges that in connection with the performance of the Services, CoachAccountable employs the use of cookies, unique identifiers, web beacons and similar tracking technologies ("Tracking Technologies"). Customer shall maintain appropriate notice, consent, opt-in and opt-out mechanisms as are required by Data Protection Laws to enable CoachAccountable to deploy Tracking Technologies lawfully on, and collect data from, Clients, solely for the sake of delivering the Service and in accordance with  the CoachAccountable Privacy Policy.



5. Sub-processing

5.1         Authorized Sub-processors. Customer agrees that CoachAccountable may engage Sub-processors to process Customer Data on Customer's behalf. The Sub-processors currently engaged by CoachAccountable and authorized by Customer are listed here.


5.2         Sub-processor Obligations. CoachAccountable shall: (i) enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Customer Data to the standard required by Data Protection Laws; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause CoachAccountable to breach any of its obligations under this DPA.



6. Security

6.1         Security Measures. CoachAccountable shall implement and maintain appropriate technical and organizational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of the Customer Data, in accordance with CoachAccountable's security standards.


6.2         Updates to Security Measures. Customer is responsible for reviewing the information made available by CoachAccountable relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures are subject to technical progress and development and that CoachAccountable 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 the Customer.


6.3         Customer Responsibilities. Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Customer Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Customer Data uploaded to the Services.



7. International Transfers

7.1         Data center locations.  CoachAccountable may transfer and process Customer Data anywhere in the world where CoachAccountable or its Sub-processors maintain data processing operations. CoachAccountable shall at all times provide an adequate level of protection for the Customer Data processed, in accordance with the requirements of Data Protection Laws.

 

7.2         Standard Contractual Clauses.  To the extent that CoachAccountable processes any Customer Data protected by EU Data Protection Law under the Agreement and/or that originates from the EEA, in a country that has not been designated by the European Commission or Swiss Federal Data Protection Authority (as applicable) as providing an adequate level of protection for Personal Data, the parties acknowledge that CoachAccountable shall be deemed to provide adequate protection (within the meaning of EU Data Protection Law) for any such Customer Data by virtue of the Customer (as "data exporter") and CoachAccountable (as "data importer") entering into the contractual clauses set out below in Exhibit A. 

 


8. Additional Security

8.1         Confidentiality of processing.  CoachAccountable shall ensure that any person who is authorized by CoachAccountable to process Customer Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).


8.2         Security Incident Response.  Upon becoming aware of a Security Incident, CoachAccountable shall notify Customer without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer.



9. Changes to Sub-processors

9.1         CoachAccountable shall provide an up-to-date list of the Sub-processors it has appointed upon written request from Customer.


9.2         Customer may object in writing to CoachAccountable’s appointment of a new Sub-processor within five (5) calendar days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties shall discuss such concerns in good faith with a view to achieving resolution. If this is not possible, Customer may suspend or terminate the Agreement (without prejudice to any fees incurred by Customer prior to suspension or termination).



10. Return or Deletion of Data

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



11. Cooperation

11.1       The Services provide Customer with a number of controls that Customer may use to retrieve, correct, delete or restrict Customer Data, which Customer may use to assist it in connection with its obligations under the GDPR, including its obligations relating to responding to requests from data subjects or applicable data protection authorities. To the extent that Customer is unable to independently access the relevant Customer Data within the Services, CoachAccountable shall (at Customer's expense) provide reasonable cooperation to assist Customer to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. In the event that any such request is made directly to CoachAccountable, CoachAccountable shall not respond to such communication directly without Customer's prior authorization, unless legally compelled to do so. If CoachAccountable is required to respond to such a request, CoachAccountable shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.


11.2       If a law enforcement agency sends CoachAccountable a demand for Customer Data (for example, through a subpoena or court order), CoachAccountable shall attempt to redirect the law enforcement agency to request that data directly from Customer. As part of this effort, CoachAccountable may provide Customer’s basic contact information to the law enforcement agency. If compelled to disclose Customer Data to a law enforcement agency, then CoachAccountable shall give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless CoachAccountable is legally prohibited from doing so.


12.3       To the extent CoachAccountable is required under EU Data Protection Law, CoachAccountable shall (at Customer's expense) provide reasonably requested information regarding the Services to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.





Exhibit A: Standard Contractual Clauses

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, CoachAccountable and Customer HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal
data specified in Appendix 1.


Clause 1: Definitions

For the purposes of the Clauses:

a) “personal data”, “special categories of data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority” shall have the same meaning as in EU Data Protection Laws 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

b) the “data exporter” means the entity who transfers the personal data;

c) the “data importer” means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of EU Data Protection Laws 95/46/EC;

d) the “subprocessor” means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

e) the “applicable data protection law” means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established; and

f) “technical and organisational security measures” means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.


Clause 2: Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.


Clause 3: Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.


Clause 4: Obligations of the data exporter

The data exporter agrees and warrants:

a. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

b. that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;

c. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

d. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

e. that it will ensure compliance with the security measures;

f. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

g. to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

h. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

i. that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

j. that it will ensure compliance with Clause 4(a) to (i).


Clause 5: Obligations of the data importer

The data importer agrees and warrants:
a. to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

b. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

c. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

d. that it will promptly notify the data exporter about:
i. any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
ii. any accidental or unauthorised access, and
iii. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

e. to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

f. at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

g. to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

h. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

i. that the processing services by the subprocessor will be carried out in accordance with Clause 11;

j. to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.


Clause 6: Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.


Clause 7: Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
a. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
b. to refer the dispute to the courts in the Member State in which the data exporter is established.

2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.


Clause 8: Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).


Clause 9: Governing Law

The Clauses shall be governed by the laws of the Member State in which the data exporter is established.


Clause 10: Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.


Clause 11: Subprocessing

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses [This requirement may be satisfied by the subprocessor co-signing the contract entered into between the data exporter and the data importer under this Decision.]. Where the subprocessor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.

2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established,

4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.


Clause 12: Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.



Appendix 1 to the Standard Contractual Clauses

Specification of of the personal data transfer by the data exporter to the data importer:

Data exporter: The Customer is the data exporter. The data exporter is a user of services provided by CoachAccountable.

Data importer: The data importer is CoachAccountable, LLC.

Data subjects: Data subjects include the data exporter’s representatives and end-users including employees, contractors, collaborators, and customers of the data exporter. Data subjects may also include individuals attempting to communicate or transfer personal information to users of the services provided by data importer.

Categories of data: The personal data transferred includes e-mail, documents and other data in an electronic form in the context of the Services.

Processing operations: The personal data transferred will be subject to the following basic processing activities:

a. Duration and Object of Data Processing.  The duration of data processing shall be for the term designated under the applicable contract for the Services. The object of the processing is set forth in the contract governing the Services.

b. Scope and Purpose of Data Processing.  The scope and purpose of processing personal data is described in the applicable contract governing the Services. The data importer operates a server environment located in the USA, and processing takes place in the USA and in any jurisdiction where data importer's sub-processors operate.

c. Data Exporter’s Instructions.  Data importer will only act upon data exporter’s instructions.

d. Customer Data Deletion or Return.  Upon expiration or termination of data exporter’s use of the Services, data importer will return or delete customer data as set forth in the parties’ agreements.

Subcontractors: The data importer may hire other companies to provide limited services on data importer’s behalf.


Appendix 2 to the Standard Contractual Clauses


Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):

1. Personnel. Data Importer’s personnel will not process customer data without authorization. Personnel are obligated to maintain the confidentiality of any customer data and this obligation continues even after their engagement ends.

2. Data Privacy Contact. Data privacy personnel of the data importer is John Larson, who may be reached at john@coachaccountable.com.

3. Technical and Organization Measures.  The Data Importer has implemented and will maintain appropriate technical and organizational measures, internal controls, and information security routines intended to protect customer data against accidental loss, destruction, or alteration; unauthorized disclosure or access; or unlawful destruction as follows:

3.1 Organization of Information Security.
a. Security Roles and Responsibilities. The Data Importer has appointed John Larson as the security officer responsible for coordinating and monitoring the security rules and procedures.

b. Duty of Confidentiality. The Data Importer's personnel with access to customer data are subject to confidentiality obligations.

3.2 Risk Management.
The Data Importer conducts regular testing and monitoring of the effectiveness of its safeguards, controls and systems. The Data Importer implements measures, as needed, to address vulnerabilities discovered in a timely manner.

3.3 Storage.
The Data Importer's database servers are hosted in a data center operated by a third party vendor, that has been qualified per the Data Importer's vendor management procedure.

3.4 Asset Management.
a. Asset Inventory. The Data Importer maintains an inventory of all media on which customer data is stored. Access to the inventories of such media is restricted to authorized personnel.

b. Asset Handling.
i. The Data Importer employees can access customer data only via the Data Importer's network by encrypted channels.
ii. All access to customer data by Data Importer employees is logged.
iii. Customer data access by Data Importer employees is routinely monitored.

3.5 Software Development and Acquisition.
For the software developed by Data Importer, Data Importer follows secure coding standards and procedures set out in its standard operating procedures.

3.6 Change Management.
Data Importer implements documented change management procedures that provide a consistent approach for controlling, implementing, and documenting changes (including emergency changes) for the Data Importer's software, information systems or network architecture.

3.7 Third Party Provider Management.
In selecting third party providers who may gain access to, store, transmit or use customer data, Data Importer conducts a quality and security assessment pursuant to the provisions of its standard operating procedures.

3.8 Human Resources Security.
The Data Importer informs its personnel about relevant security procedures and their respective roles, as well as of possible consequences of breaching the security rules and procedures. Such consequences include disciplinary and/or legal action.

3.9 Physical and Environmental Security.
a. Physical Access to Facilities. The Data Importer limits access to facilities where information systems that process customer data are located to identified authorized individuals who require such access for the performance of their job function. Data Importer terminates the physical access of individuals promptly following the date of the termination of their employment or services or their transfer to a role no longer requiring access to customer data.

b. Physical Access to Components. The Data Importer maintains records of the incoming and outgoing media containing customer data, including the kind of media, the authorized sender/recipients, date and time, the number of media and the types of customer data they contain.

c. Protection from Disruptions. The Data Importer uses commercially reasonable systems and measures to protect against loss of data due to power supply failure or line interference.

d. Component Disposal. The Data Importer uses commercially reasonable processes to delete customer data when it is no longer needed.

3.10 Communications and Operations Management.
a. Security Documents. The Data Importer maintains security documents describing its security measures and the relevant procedures and responsibilities of its personnel.

b. Data Recovery Procedures.
i. On an ongoing basis, the Data Importer maintains multiple copies of customer data from which it can be recovered.
ii. The Data Importer stores copies of customer data and a data recovery procedures in a different place from where the primary computer equipment processing the customer data is located.
iii. The Data Importer has procedures in place governing access to copies of customer data.

c. Encryption; Mobile Media. The Data Importer uses HTTPS encryption on all data connections. The Data Importer restricts access to customer data in media leaving its facilities. The Data Importer further has a destruction policy for hardware in the data center that stores customer data.

d. Event Logging. The Data Importer logs the use of our data-processing systems.   These logs are maintained for at least 10 days.

3.11 Access Control.
a. Records of Access Rights. The Data Importer maintains a record of security privileges of individuals having access to customer data.

b. Access Authorization.
i. The Data Importer maintains and updates a record of personnel authorized to access systems that contain customer data.
ii. The Data Importer deactivates authentication credentials of employees or contract workers immediately upon the termination of their employment or services.
iii. The Data Importer identifies those personnel who may grant, alter or cancel authorized access to data and resources.

c. Least Privilege.
i. Technical support personnel are only permitted to have access to customer data when needed for the performance of their job function.
ii. The Data Importer restricts access to customer data to only those individuals who require such access to perform their job function.

d. Integrity and Confidentiality.
i. The Data Importer instructs its personnel to disable administrative sessions when leaving the Data Importer's premises or when computers are unattended. 
ii. The Data Importer stores passwords in a way that makes them unintelligible while they are in force.

e. Authentication.
i. The Data Importer uses commercially reasonable practices to identify and authenticate users who attempt to access information systems.
ii. Where authentication mechanisms are based on passwords, the Data Importer requires the password to be at least eight characters long.
iii. The Data Importer ensures that de-activated or expired identifiers are not granted to other individuals.
iv. The Data Importer maintains commercially reasonable procedures to deactivate passwords that have been corrupted or inadvertently disclosed or pursuant to a number of failed login attempts.
v. The Data Importer uses commercially reasonable password protection practices, including practices designed to maintain the confidentiality and integrity of passwords when they are assigned and distributed, and during storage.

f. Network Design. The Data Importer has controls to avoid individuals assuming access rights they have not been assigned to gain access to customer data they are not authorized to access.

3.12 Network Security.
Data Importer's information systems have security controls designed to detect and mitigate attacks by using logs and alerting.

3.13 Information Security Incident Management.
a. Record of Breaches. The Data Importer maintains a record of security breaches with a description of the breach, the time period, the consequences of the breach, the name of the reporter, and to whom the breach was reported, and the procedure for recovering data.

b. Record of Disclosure. The Data Importer tracks disclosures of customer data, including what data has been disclosed, to whom, and at what time.

3.14 Business Continuity Management.
The Data Importer employs redundant storage and its procedures for recovering data are designed to attempt to reconstruct customer data in its original state from before the time it was lost or destroyed.





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