Data Processing Agreement

Definitions

The terms listed below shall hold the same meaning as defined hereunder throughout the Agreement:

“Confidential Information”

All forms of information and data that may contain business and trade secrets, information received about the other Party, and its business connection with this Agreement.

“Data”

All information that is processed by the Data Processor.

“Territory”

The area beyond the boundaries of which the Company does not exert its power or business.

“Company Personal Data”

Any personal data processed by a Contracted Processor on behalf of the Company in connection to the Agreement.

“Contracted Processor”

Any Subprocessor engaged by the Data Processor.

“Data Transfer”

Any form of transfer of Company Personal Data to a Contracted Processor.

“Subprocessor”

Any individual who has been appointed by the Data Processor for the purpose of processing Personal Data as per the terms of this Agreement. The Data Processor may allow subprocessors as needed to provide the services.

Accessibility of Data

The Data Processor shall be held responsible for ensuring the reliability of any employee, agent, or other personnel who may have access to the Company’s Personal Data.

The Data Processor must strictly ensure that access to such Personal Data is limited to authorized members alone, serving no breach or disclosure of the same. All individuals shall be subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

Obligation

The Data Processor shall be obligated to the Company as follows:

The Data Processor must comply with all applicable laws as per the jurisdiction law of the State of California for processing the Company’s Personal Data.

The Data Processor shall refrain from processing any unauthorized Personal Data of the Company.

The Company’s instructions for processing the Company Personal Data must be final and shall be obeyed accordingly by the Data Processor.

The Data Processor shall promptly notify the Company if they receive any request regarding the Company Personal Data.

Unless authorized by the Company, the Data Processor shall not respond to such requests, and those must be promptly referred to the extent of the applicable jurisdiction laws.

Personal Data Breach

The Data Processor must promptly inform the Company of any Personal Data breach affecting the Company’s Personal Data, providing the Company with adequate data to allow the Company to report or inform about the Personal Data breach under the jurisdiction laws of the State of California.

The Data Processor shall assist the Company in the investigation, mitigation, or remediation of such Personal Data Breach.

Data Transfer

Unless authorized by the Company, the Data Processor shall not relocate or permit to relocate the Data beyond the Territories as mentioned in this Agreement.

However, if the Personal Data is transferred beyond the authorized Territory, the Parties must ensure the necessary protection of the Personal Data.

Confidentiality

Each Party is obligated to keep all Confidential Information received during the term of this Agreement strictly confidential. Unless authorized beforehand, the Parties shall not disclose any part or all of the Confidential Information except to the extent that:

(a) Public Domain

The information is already in the public domain.

(b) Legal Requirement

The disclosure is made necessary before the Law.

Term & Termination

Effective Term

This Agreement shall continue to be effective as per the Effective Date. However, with mutual consent of termination, the Agreement shall be terminated after the Parties have duly undergone mutual arbitration.

Notice Period

A written notice of 30 days before termination is to be sent to both Parties. The Parties are expected to wind up all ongoing business within the given period of time. No Party shall be obligated to the other Party after termination. However, certain sections mentioned in the Agreement must survive termination.

Data Retention After Termination

The Company is responsible for exporting or backing up its data during the term of the Agreement. Upon termination, the Data Processor may retain Company data for an extended period (typically 30 to 90 days) to allow for data retrieval and backup purposes.

Thereafter, data may be deleted or anonymized, except where retention is required or permitted for legal, regulatory, audit, security, or legitimate business purposes, including maintaining financial records, system logs, and compliance-related data as required by applicable law or internal policies.

Arbitration

In the event of any dispute arising out of this Agreement, it shall be resolved by arbitration.

Arbitrator(s)

Administering Body

American Arbitration Association (AAA)

Venue & Seat

Fresno County, California

The arbitrator’s decision shall be final and binding on both Parties.

Governing Law

This Agreement is governed by and construed in accordance with the jurisdiction laws of the State of California.

Rights

The Data Processor shall have the right to cooperate with the Company by implementing the required technical and organizational measures.

Subprocessing

The Data Processor may allow appointing or disclosing Personal Data to any Subprocessor as needed to provide the services.

Amendments

No modification or waiver of the provisions of this Agreement shall be valid or binding on either Party unless in writing and signed by both Parties.

Counterparts

This Agreement may be executed singly or in multiple counterparts, each of which shall constitute an original of this Agreement.

Notices

Any and all notification with regard to this Data Processing Agreement shall be conducted in written form and delivered either in person or via certified mail.

Entire Agreement

This Data Processing Agreement and all attachments within it shall be considered the entire agreement and shall constitute the termination of any prior agreements, including any written or verbal agreements.

Questions about this DPA?

For inquiries regarding this Data Processing Agreement or to request an executed copy, please contact us.

Data Processor

MarketConfig LLC

Address

548 Market St, PMB 920358
San Francisco, CA 94104

support@marketconfig.com

Website