SavvyX Data Processing Agreement

Last Modified: September 8, 2023

This SavvyX Data Processing Agreement and its Annexes (“DPA”) reflects the parties’ agreement with respect to the Processing of Personal Data by SavvyX on behalf of you, our Customer, in connection with the SavvyX Subscription Services under the SavvyX Customer Terms and Conditions available at https://SavvyX.com (also referred to in this DPA as the “Agreement”).

This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, an Order Form, or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.

We update these terms from time to time. If you have an active SavvyX subscription, we will let you know when we do via email (if you have subscribed to receive email notifications via the link in our General Terms) or via an in-app notification. 

The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.

Definitions

Customer Responsibilities

SavvyX Obligations

Data Subject Requests

Sub-Processors

Data Transfers

Demonstration of Compliance

Additional Provisions for European Data

Additional Provisions for California Personal Information

General Provisions

Parties to this DPA

Annex 1 - Details of Processing

Annex 2 - Security Measures

Annex 3 - Sub-Processors

1. Definitions

“California Personal Information” means Personal Data that is subject to the protection of the CCPA.

"CCPA" means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 or "CPRA").

"Customer", "Business", "Sell", "Service Provider", and "Share" will have the meanings given to them in the CCPA. 

“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

"Data Privacy Framework" means the EU-U.S. Data Privacy Framework, the Swiss-U.S. Data Privacy Framework and the UK Extension to the EU-U.S. Data Privacy Framework self-certification programs (as applicable) operated by the U.S. Department of Commerce; as may be amended, superseded or replaced.

“Data Privacy Framework Principles” means the Principles and Supplemental Principles contained in the relevant Data Privacy Framework; as may be amended, superseded or replaced.

“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and other applicable U.S. federal and state privacy laws, and the data protection and privacy laws of Australia, Singapore, and Japan, in each case as amended, repealed, consolidated or replaced from time to time; with regard to SavvyX, Data Protection Laws exclude laws governing Sensitive Information, as defined in the General Terms. 

“Data Subject” means the individual to whom Personal Data relates.

"Europe" means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom. 

“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.

"European Data Protection Laws" means data protection laws applicable in Europe, including: (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"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"); and (iv) Swiss Federal Data Protection Act and its Ordinance ("Swiss DPA"); in each case, as may be amended, superseded or replaced.  

“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).

"Permitted Affiliates" means any of Customer Affiliates who (i) are permitted to use the Subscription Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.

“Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data; and (ii) is protected similarly as personal data, personal information, or personally identifiable information under applicable Data Protection Laws.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription Services. "Personal Data Breach" will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.

“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.

“Sub-Processor” means any Processor engaged by SavvyX or our Affiliates to assist in fulfilling SavvyX obligations with respect to the provision of the SavvyX Program Subscription under the Agreement. Sub-Processors may include third parties or SavvyX Affiliates but will exclude any SavvyX employee or consultant.  

“UK Addendum” means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced.

2. Customer Responsibilities

a. Compliance with Laws. Within the scope of the Agreement and in its use of the SavvyX Program, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to SavvyX.

In particular but without prejudice to the generality of the foregoing, Customer acknowledges and agrees that Customer will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring Customer has the right to transfer, or provide access to, the Personal Data to SavvyX for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that Customer Instructions to SavvyX regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the SavvyX Program Subscription, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. Customer will inform SavvyX without undue delay if Customer is unable to comply with Customer responsibilities under this 'Compliance with Laws' section or applicable Data Protection Laws.

b. Controller Instructions. The parties agree that the Agreement (including this DPA), together with Customer use of the SavvyX Program in accordance with the Agreement, constitute Customer’s complete Instructions to SavvyX in relation to the Processing of Personal Data, so long as Customer may provide additional instructions during the subscription term that are consistent with the Agreement, the nature and lawful use of the SavvyX Program.

c. Security. Customer is responsible for independently determining whether the data security provided for in the SavvyX Program adequately meets Customer obligations under applicable Data Protection Laws. Customer is also responsible for Customer’s secure use of the SavvyX program, including protecting the security of Personal Data in transit to and from the SavvyX Program (including to securely backup or encrypt any such Personal Data).

3. SavvyX Obligations

a. Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of Customer’s lawful Instructions, except where and to the extent otherwise required by applicable law. SavvyX is not responsible for compliance with any Data Protection Laws applicable to Customer or Customer’s industry that are not generally applicable to SavvyX.

b. Conflict of Laws. If SavvyX becomes aware that SavvyX cannot Process Personal Data in accordance with Customer Instructions due to a legal requirement under any applicable law, SavvyX will (i) promptly notify Customer of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as Customer issues new Instructions with which SavvyX is able to comply. If this provision is invoked, SavvyX will not be liable to Customer under the Agreement for any failure to perform the applicable SavvyX Program elements until such time as Customer issues new lawful Instructions with regard to the Processing.

c. Security. SavvyX will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA ("Security Measures"). Notwithstanding any provision to the contrary, SavvyX may modify or update the Security Measures at SavvyX’s discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.

d. Confidentiality. SavvyX will ensure that any personnel whom SavvyX authorizes to Process Personal Data on SavvyX’s behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.

e. Personal Data Breaches. SavvyX will notify Customer without undue delay after SavvyX becomes aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by Customer. At Customer request, SavvyX will promptly provide Customer with such reasonable assistance as necessary to enable Customer to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if Customer is required to do so under Data Protection Laws.

f. Deletion or Return of Personal Data. SavvyX will delete or return all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of Customer’s SavvyX Program Subscription in accordance with the procedures set out in SavvyX’s Terms and Conditions. SavvyX strongly recommends retrieving Customer Data prior to the end of Customer Subscription Term. 

4. Data Subject Requests

The SavvyX Program Subscription provides Customer with a number of controls that Customer can use to retrieve, correct, delete or restrict Personal Data, which Customer can use to assist it in connection with its obligations under Data Protection Laws, including Customer obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests"). 

To the extent that Customer is unable to independently address a Data Subject Request through the SavvyX Program Subscription, then upon Customer written request SavvyX will provide reasonable assistance to Customer to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. Customer will reimburse SavvyX for the commercially reasonable costs arising from this assistance.

If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to SavvyX, SavvyX will promptly inform Customer and will advise the Data Subject to submit their request to Customer. Customer will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.

5. Sub-Processors

Customer agrees SavvyX may engage Sub-Processors to Process Personal Data on Customer behalf, and SavvyX does so in three ways. First, SavvyX may engage Sub-Processors to assist with hosting and infrastructure. Second, Savvyx may engage with Sub-Processors to support product features and integrations. Third, SavvyX may engage with SavvyX Affiliates as Sub-Processors for service and support. 

SavvyX has currently appointed, as Sub-Processors, the third parties and SavvyX Affiliates listed in Annex 3 to this DPA. Customer may subscribe to receive notifications by email if SavvyX adds or replaces any Sub-Processors by sending an email to support@savvyx.com. If Customer opts-in to receive such email, SavvyX will notify Customer at least 14 days prior to any such change.

SavvyX will give Customer the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Personal Data within 14 days of notifying Customer. If Customer does notify SavvyX of such an objection, the parties will discuss Customer concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, SavvyX will, at our sole discretion, either not appoint the new Sub-Processor, or permit Customer to suspend or terminate the affected SavvyX Program Subscription in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by Customer prior to suspension or termination). 

Where SavvyX engages Sub-Processors, SavvyX will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the services provided by such Sub-Processors. SavvyX will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause SavvyX to breach any of its obligations under this DPA.

6. Data Transfers

Customer acknowledges and agrees that SavvyX may access and Process Personal Data on a global basis as necessary to provide the SavvyX Program and communications in accordance with the Agreement, and in particular that Personal Data may be transferred to and Processed by SavvyX in Europe and the United States and to other jurisdictions where SavvyX Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

7. Demonstration of Compliance

SavvyX will make all information reasonably necessary to demonstrate compliance with this DPA available to Customer and allow for and contribute to audits, including inspections conducted by Customer or Customer auditor in order to assess compliance with this DPA, where required by applicable law. Customer acknowledges and agrees that Customer will exercise Customer audit rights under this DPA by instructing SavvyX to comply with the audit measures described in this 'Demonstration of Compliance' section. Customer acknowledges that the SavvyX Program Subscription is hosted by SavvyX hosting Sub-Processors who maintain independently validated security programs. Further, at Customer’s written request, SavvyX will provide written responses (on a confidential basis) to all reasonable requests for information made by Customer necessary to confirm SavvyX compliance with this DPA, provided that Customer will not exercise this right more than once per calendar year unless Customer has reasonable grounds to suspect non-compliance with the DPA.

8. Additional Provisions for European Data

a. Scope. This 'Additional Provisions for European Data' section will apply only with respect to European Data.

b. Roles of the Parties. When Processing European Data in accordance with Customer Instructions, the parties acknowledge and agree that Customer is the Controller of European Data and SavvyX is the Processor.

c. Instructions. If SavvyX believes Customer Instruction infringes European Data Protection Laws (where applicable), SavvyX will inform Customer without delay.

d. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to SavvyX , and Customer does not otherwise have access to the required information, SavvyX will provide reasonable assistance to Customer with any data protection impact assessments, and prior consultations with supervisory authorities (for example, the French Data Protection Agency (CNIL), the Berlin Data Protection Authority (BlnBDI) and the UK Information Commissioner's Office (ICO)) or other competent data privacy authorities to the extent required by European Data Protection Laws.

e. Transfer Mechanisms for Data Transfers. 

(A) SavvyX will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) (i) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, including the Data Privacy Framework; (ii) to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws; or (iii) to a recipient as adopted or approved in accordance with applicable European Data Protection Laws.

(B) Customer acknowledges that in connection with the performance of the SavvyX Program Subscription, SavvyX is a recipient of European Data. To the extent that SavvyX receives European Data, SavvyX will comply with the following:

(1) Data Privacy Framework. SavvyX will use the Data Privacy Framework to lawfully receive European Data in the United States and ensure that it provides at least the same level of protection to such European Data as is required by the Data Privacy Framework Principles and will let Customer know if it is unable to comply with this requirement.

9. Additional Provisions for California Personal Information

a. Scope. The 'Additional Provisions for California Personal Information' section of the DPA will apply only with respect to California Personal Information.

b. Roles of the Parties. When processing California Personal Information in accordance with Customer Instructions, the parties acknowledge and agree that SavvyX is a Business and SavvyX is a Program Provider for the purposes of the CCPA.

c. Responsibilities. SavvyX certifies SavvyX will Process California Personal Information as a Program Provider strictly for the purpose of performing the SavvyX Program Subscription under the Agreement (the "Business Purpose") or as otherwise permitted by the CCPA, including as described in the 'Usage Data' section of SavvyX Privacy Policy. Further, SavvyX certifies SavvyX i) will not Sell or Share California Personal Information; (ii) will not Process California Personal Information outside the direct business relationship between the parties, unless required by applicable law; and (iii) will not combine the California Personal Information included in Customer Data with personal information that SavvyX collects or receives from another source (other than information SavvyX receives from another source in connection with SavvyX obligations as a Program Provider under the Agreement).

d. Compliance. SavvyX will (i) comply with obligations applicable to SavvyX as a Program Provider under the CCPA and (ii) provide California Personal Information with the same level of privacy protection as is required by the CCPA. SavvyX will notify Customer if SavvyX makes a determination that SavvyX can no longer meet our obligations as a Program Provider under the CCPA.

e. CCPA Audits. Customer will have the right to take reasonable and appropriate steps to help ensure that SavvyX uses California Personal Information in a manner consistent with Customer’s obligations under the CCPA. Upon notice, Customer will have the right to take reasonable and appropriate steps in accordance with the Agreement to stop and remediate unauthorized use of California Personal Information. 

f. Not a Sale. The parties acknowledge and agree that the disclosure of California Personal Information by the Customer to SavvyX does not form part of any monetary or other valuable consideration exchanged between the parties.

10. General Provisions

a. Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, SavvyX reserves the right to make any updates and changes to this DPA and the terms that apply in the SavvyX Terms and Conditions will apply.

b. Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.

c. Limitation of Liability. Each party and each of their Affiliates' liability, taken in aggregate, arising out of or related to this DPA (including any other DPAs between the parties), where applicable, whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the Limited of Warranty and Limitation of Remedies and Damages section of the Terms and Conditions and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). For the avoidance of doubt, if SavvyX is not a party to the Agreement, the ‘Limitation of Liability’ section of the Terms and Conditions will apply as between Customer and SavvyX, and in such respect any references to ‘SavvyX’, ‘we’, ‘us’ or ‘our’ will include both SavvyX and the SavvyX entity that is a party to the Agreement. In no event will either party's liability be limited with respect to any individual's data protection rights under this DPA (including any other DPAs between the parties).

d. Governing Law. This DPA will be governed by and construed in accordance with the SavvyX Terms and Conditions, Limited Warranty and Limitation of Remedies and Damages section, unless required otherwise by Data Protection Laws.

Annex 1 - Details of Processing

A. List of Parties

Data exporter:

Name: The Customer, as defined in the SavvyX Customer Terms of Service (on behalf of itself and Permitted Affiliates) 

Address: The Customer's address, as set out in the Order Form

Contact person’s name, position and contact details: The Customer's contact details, as set out in the Order Form and/or as set out in the Customer’s SavvyX Account

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the SavvyX Program Subscription under the SavvyX Customer Terms of Service

Role (controller/processor): Controller

Data importer:

Name: SavvyX 

Address: 6336 N. Oracle Road, #326-183, Tucson, AZ, 85704, USA 

Contact person’s name, position and contact details: Lynn Scheurell, CEO, SavvyX, 6336 N. Oracle Road, #326-183, Tucson, AZ, 85704, USA 

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the SavvyX Program Subscription under the SavvyX Customer Terms of Service

Role (controller/processor): Processor

B. Description of Transfer

Categories of Data Subjects whose Personal Data is Transferred

Customer may submit Personal Data in the course of using the SavvyX Program Subscription, the extent of which is determined and controlled by Customer in Customer’s sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:

Categories of Personal Data Transferred

Customer may submit Personal Data to the SavvyX Program Subscription, the extent of which is determined and controlled by Customer in Customer’s sole discretion, and which may include but is not limited to the following categories of Personal Data: 

1. Contact Information.

2. Any other Personal Data submitted by, sent to, or received by Customer, or Customer end users, via the SavvyX Program Subscription.

Sensitive Data transferred and applied restrictions or safeguards

The parties do not anticipate the transfer of sensitive data.

Frequency of the transfer

Continuous

Nature of the Processing

Personal Data will be Processed in accordance with the SavvyX Terms and Conditions (including this DPA) and may be subject to the following Processing activities: 

1. Storage and other Processing necessary to provide, maintain and improve the SavvyX Program Subscription provided to Customer; and/or

2. Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.

Purpose of the transfer and further processing

SavvyX will Process Personal Data as necessary to provide the SavvyX Program Subscription pursuant to the Agreement, as further specified in the Order Form, and as further instructed by Customer in Customer use of the SavvyX Program Subscription.

Period for which Personal Data will be retained

Subject to the 'Deletion or Return of Personal Data' section of this DPA, SavvyX will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

Annex 2 - Security Measures

SavvyX currently observes the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein will have the meanings as set forth in the SavvyX Terms and Conditions.  

a) Access Control

i) Preventing Unauthorized Product Access

Outsourced processing: SavvyX hosts the SavvyX Program with outsourced cloud infrastructure providers. Additionally, SavvyX maintains contractual relationships with vendors to provide the SavvyX Program in accordance with SavvyX’s DPA. SavvyX relies on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

Physical and environmental security: SavvyX hosts the SavvyX Program infrastructure with multi-tenant, outsourced infrastructure providers. SavvyX does not own or maintain hardware located at the outsourced infrastructure providers’ data centers. 

Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in the SavvyX Program is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.

Annex 3 - Sub-Processors 

To help SavvyX deliver the SavvyX Program Subscription, SavvyX engages Sub-Processors to assist with SavvyX data processing activities. A list of our Sub-Processors and our purpose for engaging them is incorporated into this DPA, below. 

SavvyX Sub-Processors

Payhip - Payhip.com

To develop, host and present our website and commerce site for purchasing the program. 

Mailchimp - Mailchimp.com

To store email correspondence with customers who agreed to receive marketing communications during sign-up.