Data Protection Agreement

This Data Processing Agreement ("DPA"), entered into by Engineering Simplicity, LLC. ("SiteDistrict") and the SiteDistrict customer ("Customer"), governs the processing of personal data that Customer uploads or otherwise provides SiteDistrict in connection with the services and the processing of any personal data that SiteDistrict uploads or otherwise provides to Customer in connection with the services.

This DPA includes the Standard Contractual Clauses adopted by the European Commission, as applicable, reflects the parties’ agreement with respect to the terms governing the Processing of Personal Data under the SiteDistrict Customer Terms of Use (the "Agreement"). This DPA is an amendment to the Agreement and is effective upon its incorporation into the Agreement, which incorporation may be specified in the Agreement, an Order or an executed amendment to the Agreement. Upon its incorporation into the Agreement, the DPA will form a part of the Agreement.

The term of this DPA shall follow the term of the Agreement.

Definitions

“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 Protection Law” means all applicable legislation relating to data protection and privacy including without limitation the EU Data Protection Directive 95/46/EC and all local laws and regulations which amend or replace any of them, including the GDPR, 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laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time. The terms “process”, “processes” and “processed” will be construed accordingly.

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

“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.

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

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law

“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.

“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.

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

“Standard Contractual Clauses” means the clauses attached hereto as Exhibit 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

Nature of Data Processing

Each party agrees to process Personal Data received under the Agreement only for the purposes set forth in the Agreement.

Customer Obligations

Customer agrees to:

• Provide instructions to SiteDistrict and determine the purposes and general means of SiteDistrict's processing of Customer Personal Data in accordance with the Agreement; and
• Comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers by: (a) establishing and maintaining a procedure for the exercise of the rights of the individuals whose Customer Personal Data are processed on behalf of Customer; (b) processing only data that has been lawfully and validly collected and ensuring that such data will be relevant and proportionate to the respective uses; and (c) ensuring compliance with the provisions of this Agreement by its personnel or by any third-party accessing or using Customer Personal Data on its behalf.

SITE DISTRICT Obligation

Processing Requirements.

SiteDistrict will:

• Process Customer Personal Data (i) only for the purpose of providing, supporting and improving SiteDistrict's services (including to provide insights and other reporting), using appropriate technical and organizational security measures; and (ii) in compliance with the instructions received from Customer. SiteDistrict will not use or process the Customer Personal Data for any other purpose. SiteDistrict will promptly inform Customer in writing if it cannot comply with the requirements of this DPA, in which case Customer may terminate the Agreement or take any other reasonable action, including suspending data processing operations;
• Inform Customer promptly if, in SiteDistrict's opinion, an instruction from Customer violates applicable Data Protection Requirements;
• If SiteDistrict is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice);
• Take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on SiteDistrict's behalf comply with the terms of the Agreement;
• Ensure that its employees, authorized agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data, including after the end of their respective employment, contract or assignment;
• If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Subprocessors, obtain the prior written consent of Customer to such subcontracting, such consent to not be unreasonably withheld; (ii) remain liable to Customer for the Subprocessors’ acts and omissions with regard to data protection where such Subprocessors act on SiteDistrict's instructions; and (iii) enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein;
• Upon request, provide Customer with a summary of SiteDistrict's privacy and security policies; and
• Inform Customer if SiteDistrict undertakes an independent security review.

Notice to Customer.

SiteDistrict will inform Customer if SiteDistrict becomes aware of:

• Any non-compliance by SiteDistrict or its employees with this DPA or the Data Protection Requirements relating to the protection of Customer Personal Data processed under this DPA;
• Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless SiteDistrict is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities;
• Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or
• Any complaint or request (in particular, requests for access to, rectification or blocking of Customer Personal Data) received directly from data subjects of Customer. SiteDistrict will not respond to any such request without Customer’s prior written authorization.

Assistance to Customer.

SiteDistrict will provide reasonable assistance to Customer regarding:

• Any requests from Customer data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that SiteDistrict processes for Customer. In the event that a data subject sends such a request directly to SiteDistrict, SiteDistrict will promptly send such request to Customer;
• The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Customer's data subjects regarding such Personal Data Breaches; and
• Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.

Required Processing. If SiteDistrict is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the Agreement, SiteDistrict will inform Customer of this requirement in advance of any processing, unless SiteDistrict is legally prohibited from informing Customer of such processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).

Security.

SiteDistrict will:

• Maintain appropriate organizational and technical security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Customer Personal Data while in transit and at rest) to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Personal Data;
• Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all SiteDistrict personnel with respect to Customer Personal Data and liable for any failure by such SiteDistrict personnel to meet the terms of this DPA;
• Take reasonable steps to confirm that all SiteDistrict personnel are protecting the security, privacy and confidentiality of Customer Personal Data consistent with the requirements of this DPA; and
• Notify Customer of any Personal Data Breach by SiteDistrict, its Subprocessors, or any other third-parties acting on SiteDistrict's behalf without undue delay and in any event within 48 hours of becoming aware of a Personal Data Breach.

Audit & Certification

Supervisory Authority Audit.

If a Supervisory Authority requires an audit of the data processing facilities from which SiteDistrict processes Customer Personal Data in order to ascertain or monitor Customer's compliance with Data Protection Requirements, SiteDistrict will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time SiteDistrict expends for any such audit, in addition to the rates for services performed by SiteDistrict.

Audits

SiteDistrict must, upon Customer’s request (not to exceed one request per calendar year) by email to dpo@sitedistrict.com, certify compliance with this DPA in writing. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time SiteDistrict expends for any such audit, in addition to the rates for services performed by SiteDistrict. Before the commencement of any such audit, Customer and SiteDistrict shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify SiteDistrict with information regarding any non-compliance discovered during the course of an audit. Customer may not audit SiteDistrict more than once annually.

Data Transfers

For transfers of EU Personal Data to SiteDistrict for processing by SiteDistrict in a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, SiteDistrict agrees it will (a) provide at least the same level of privacy protection for EU Personal Data as required under the U.S.-EU and U.S.-Swiss Privacy Shield frameworks. If SiteDistrict is unable or becomes unable to comply with these requirements, then EU Personal Data will be processed and used exclusively within the territory of a member state of the European Union and any movement of EU Personal Data to a non-EU country requires the prior written consent of Customer. SiteDistrict shall promptly notify Customer of any inability by SiteDistrict to comply with the provisions of this Section 7.

Data Return and Deletion

The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, SiteDistrict shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent SiteDistrict from returning or destroying all or part of the Customer Personal Data disclosed. In such case, SiteDistrict agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date in order to comply with applicable laws.

Third-party Data Processors

Customer acknowledges that in the provision of some services, SiteDistrict, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors. Customer agrees that if and to the extent such transfers occur, Customer is responsible for entering into separate contractual arrangements with such third party data processors binding them to comply with obligations in accordance with Data Protection Requirements. For avoidance of doubt, such third party data processors are not Subprocessors.

Term

This DPA shall remain in effect as long as SiteDistrict carries out Personal Data processing operations on behalf of Customer or until the termination of the SiteDistrict Contract (and all Personal Data has been returned or deleted in accordance with this DPA).