When you use MixinIT services you are creating a place to add and manage your data. You define the data that you enter into the system. MixinIT provides you with a tool to store this data and use it. This makes you the data controller and MixinIT the data processor.
In this agreement the "Company" is you, the end user of MixinIT, the application and our services. The the "Data Processor" is us MixinIT, LLC herein referred to as "MixinIT".
This agreement has been created to make it clear to all parties how data will be used and processed and is based on the following understanding:
(A) The Company acts as a Data Controller.
(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
"Agreement" means this Data Processing Agreement and all Schedules;
"Company Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
"Contracted Processor" means a Subprocessor;
"Data Protection Laws" means United States Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
"Data Transfer" means a transfer of Company Personal Data from the Company to a Contracted Processor; or an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, 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);
"Services" means the MixinIT project management software, applications and associated services provided by the Company.
"Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.
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.
Processing of Company Personal Data
comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
not Process Company Personal Data other than on the relevant Company's documented instructions.
The Company instructs Processor to process Company Personal Data.
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
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, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk.
In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
The Controller authorizes the Processor to outsource part of the processing activities. The Subprocessors shall, as legally required, be subject to the same contractual obligations resulting from this agreement.
Data Subject Rights
Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.
Personal Data Breach
Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
Return Of Data
Deletion or return of Company Personal Data:
Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Company Personal Data.
Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.
Information and audit rights of the Company only arise to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
Each Party must keep this Agreement and 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;
(b) the relevant information is already in the public domain.
All notices and communications given under this Agreement must be in writing and sent by post to the main address on file or such other address as notified from time to time by the Parties changing address.
Governing Law and Jurisdiction
This Agreement is governed by the laws of the United States of America.
Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of the United States of America.
This Agreement is entered into with effect from the date the Company agrees to this agreement by checking the box in the MixinIT application.