OpaVote Data Processing Agreement

This Data Processing Agreement (Agreement) supplements the OpaVote Terms and Conditions, as updated from time to time, when the GDPR applies to your use of OpaVote to process Customer Data. This Agreement is between you or the entity you represent ("The Customer") and OpaVote ("OpaVote") (together as the “Parties”).

WHEREAS

(A) The Customer acts as a Data Controller.

(B) The Customer wishes to use OpaVote's services, which requires the processing of personal data by OpaVote.

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.1.1 "Agreement" means this Data Processing Agreement;

1.1.2 "Customer Personal Data" means any Personal Data Processed by OpaVote on behalf of Customer pursuant to or in connection with the Agreement;

1.1.3 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.4 "EEA" means the European Economic Area;

1.1.5 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

1.1.6 "GDPR" means EU General Data Protection Regulation 2016/679;

1.1.7 "Data Transfer" means:

1.1.7.1 a transfer of Customer Personal Data from the Customer to OpaVote; or

1.1.7.2 an onward transfer of Customer Personal Data from OpaVote to a Subprocessor, or between two establishments of OpaVote, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.8 "Services" means the voting services provided by OpaVote.

1.1.9 "Subprocessor" means any person or company appointed by or on behalf of OpaVote to process Personal Data on behalf of the Customer in connection with the Agreement.

1.2 The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Customer Personal Data

2.1 OpaVote shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and not Process Customer Personal Data other than providing the Services to Customer.

2.2 The Customer instructs OpaVote to process Customer Personal Data for provising the Services.

3. OpaVote Personnel

OpaVote shall take reasonable steps to ensure the reliability of any employee, agent or any Subprocessor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know and access the relevant Customer Personal Data, as strictly necessary for the purposes of the Agreement, and to comply with Applicable Laws in the context of that individual's duties, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, OpaVote shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, OpaVote shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

OpaVote uses the services of Google, Amazon Web Services, and Sendgrid in providing the Services, and OpaVote has a data protection agreement with each of Google, Amazon Web Services, and Sendgrid. OpaVote shall not disclose any Customer Personal Data to any other Subprocessor without notifying the Customer.

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, OpaVote shall assist the Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 OpaVote shall:

6.2.1 promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and

6.2.2 ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which OpaVote is subject, in which case OpaVote shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before OpaVote responds to the request.

7. Personal Data Breach

7.1 OpaVote shall notify Customer without undue delay upon OpaVote becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 OpaVote shall co-operate with the Customer and take reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

OpaVote shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customer reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to OpaVote.

9. Deletion of Customer Personal Data

OpaVote shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Customer Personal Data, delete and all copies of Customer Personal Data.

10. Audit rights

10.1 OpaVote shall make available to the Customer on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by OpaVote.

10.2 Information and audit rights of the Customer only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Processing of Customer Personal Data

OpaVote processing received Customer Personal Data on computers in the United States.

12. Confidentiality

Each Party must keep information it receives about the other Party and its business in connection with this Agreement ("Confidential Information") confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that (a) disclosure is required by law or (b) the relevant information is already in the public domain.

Last modified March 3, 2019.