Last updated: 4/11/22

GDPR ADDENDUM:

PLEASE READ THIS EU DATA PROCESSING ADDENDUM (“ADDENDUM”) CAREFULLY BEFORE USING THE WEBSITE, SOFTWARE, OR SERVICES OFFERED BY Kai Bands LLC (“COMPANY”). THIS ADDENDUM SHALL APPLY TO THE EXTENT COMPANY IS A PROCESSOR OF PERSONAL DATA (DEFINED BELOW) THAT IS SUBJECT TO CERTAIN DATA PROTECTION LAWS (DEFINED BELOW). YOU OR THE ENTITY YOU REPRESENT AGREE THAT YOU HAVE READ AND ACCEPT THE TERMS IN THIS ADDENDUM, WHICH SUPPLEMENT COMPANY’S TERMS OF USE AVAILABLE AT  (“Terms of Use”) AND COMPANY’S PRIVACY POLICY (“Privacy Policy”).

IF YOU OR DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS ADDENDUM, YOU HAVE NO RIGHT TO USE COMPANY’S SERVICES AND MUST NAVIGATE AWAY FROM THIS PAGE.

This Addendum supplements the Terms of Use whenever any user of Company’s Services provides Company with personal data that is or will be subject to Data Protection Laws (for the purposes of this Addendum, each user who does so shall be referred to as a “Controller”).  Capitalized terms used but not defined in this Addendum shall have the definitions provided in the Terms of Use and Privacy Policy. In the event of a conflict between the terms and conditions of this Addendum, the Terms of Service, and the Privacy Policy, the terms and conditions of this Addendum shall supersede and control.

1. DEFINITIONS

“Data Subject” means any individual about whom Personal Information may be processed under these terms.

“Data Protection Legislation” means the GDPR (as defined below), together with any national implementing laws in any member state of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time.

“GDPR” means the General Data Protection 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.

“Personal Information” means personal data (as defined under the Data Protection Legislation) that are subject to the Data Protection Legislation and that you authorize Company to collect in connection with Company’s service terms.

“Process” or “Processing” means any operation or set of operations performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaption or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction of Personal Information.

“Security Incident” means a breach of security of the Services or Company’s systems used to Process Personal Information leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information transmitted, stored or otherwise Processed by Company in the context of this Addendum.

1.7 “Sensitive Information” means Personal Information revealing a Data Subject’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, health data, sex life or sexual orientation.

2. LIMITATIONS ON USE

Company will Process Personal Information solely on your behalf and in accordance with this Addendum and any other documented instructions from you (whether in written or electronic form), or as otherwise required by applicable law. Company is hereby instructed to Process Personal Information to the extent necessary to enable Company to provide the Services in accordance with this Addendum, the Terms of Use, and Privacy Policy. In case Company cannot process Personal Information in accordance with your instructions due to a legal requirement under any European Union or member state law to which Company is subject, Company shall (i) promptly notify you in writing (including by e-mail) of such legal requirement before carrying out the relevant Processing, to the extent permitted by the applicable law; and (ii) cease all Processing (other than merely storing and maintaining the security of the affected Personal Information) until such time as you provide Company with new instructions. You will be responsible for providing any necessary notices to, and obtaining any necessary consents from, Data Subjects whose Personal Information is provided by you to Company for Processing pursuant to this Addendum. You acknowledge that the Services are not intended or designed for the Processing of Sensitive Information, and you agree not to provide any Sensitive Information through the Services.

3. SECURITY.

Company will implement and maintain the Addendum at all times in accordance with then current good industry practice, appropriate technical and organizational measures to protect Personal Information in accordance with Article 32 of the GDPR. On request, Company shall provide you with a written description of the security measures being taken. The Services provide reasonable technical and organizational measures that have been designed, taking into account the nature of its Processing, to assist you in securing Personal Information Processed by Company.

4. DATA SUBJECT REQUESTS 

You are responsible for handling any requests or complaints from Data Subjects with respect to their Personal Information Processed by Company under this Addendum. Company will notify you promptly and in any event no less than fifteen (15) business days’ notice, unless prohibited by applicable law, if Company receives any such requests or complaints. The Services includes technical and organizational measures that have been designed, taking into account the nature of its Processing, to assist customers, insofar as this is possible, in fulfilling their obligations to respond to such requests or complaints.

5. REGULATORY INVESTIGATIONS

At your request, Company will assist you in the event of an investigation by a competent regulator, including a data protection regulator or similar authority, if and to the extent that such investigation relates to the Processing of Personal Information by Company on your behalf in accordance with this Addendum. Company may charge a reasonable fee for such requested assistance except where such investigation arises from a breach by Company of this Addendum, to the extent permitted by applicable law.

6. SECURITY INCIDENT.

In the event that Company becomes aware of a Security Incident, Company will notify you promptly and in any event no later than forty-eight (48) hours after Company discovers the Security Incident. In the event of such a Security Incident, Company shall provide you with a detailed description of the Security Incident and the type of Personal Information concerned, unless otherwise prohibited by law or otherwise instructed by a law enforcement or supervisory authority. Following such notification, Company will take reasonable steps to mitigate the effects of the Security Incident and to minimize any damage resulting from the Security Incident. At your request, Company will provide reasonable assistance and cooperation with respect to any notifications that you are legally required to send to affected Data Subjects and regulators. Company may charge a reasonable fee for such requested assistance. 

7. SUB-PROCESSORS

You agree that Company may disclose Personal Information to its subcontractors for purposes of providing the Service (“Sub-Processors”), provided that Company (i) shall enter into an agreement with its Sub-Processors that imposes on the Sub-Processors obligations regarding the Processing of Personal Information that are at least as protective of Personal Information as those that apply to Company hereunder, including requiring the Sub-Processors to only process Personal Information to the extent required to perform the obligations sub-contracted to them, and (ii) shall remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Sub-Processors. If you object to a new Sub-processor, as permitted in the preceding sentence, Company will use reasonable efforts to make available to you a change in the Service or recommend a commercially reasonable change to your configuration or use of the Service to avoid Processing of Personal Data by the objected-to new Subprocessor without unreasonably burdening you. If Company is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, either party may terminate the component of the Services which cannot be provided by Company without the use of the objected-to new Sub-processor by providing written notice to the other party. 

8. DATA TRANSFERS. 

In connection with the performance of this Addendum, you authorize Company to transfer Personal Information to the United States. You and Company will enter into Standard Contractual Clauses for the Transfer of Personal Data to Processors Established In Third Countries pursuant to Commission Decision 2010/87/EU of 5 February 2010 Countries ("Model Contract "), attached hereto as Exhibit A.

9. INFORMATION

 

Company shall make available to you all information necessary to demonstrate compliance with the obligations laid down in this Addendum and allow for and contribute to audits, including inspections, conducted by you or an auditor mandated by you. Company shall immediately inform you if, in its opinion, an instruction infringes the Data Protection Legislation.

10. RETURN OR DISPOSAL OF INFORMATION

Upon termination of your Account for any reason, Company will return or destroy Personal Information at your request and choice.

11. LIMITATION OF LIABILITY

The total liability of Company (and its respective employees, directors, officers, affiliates, successors, and assigns), arising out of or related to this Addendum, whether in contract, tort, or other theory of liability, shall not, when taken together in the aggregate, exceed the limitation of liability set forth in the Terms of Use.