EmailJS

# Data Processing Agreements

Last modified: March 8th, 2024

This Data Processing Agreement ("Agreement") forms part of the Contract for Services under the EmailJS Terms and Conditions (the "Principal Agreement"). This Agreement is an amendment to the Principal Agreement and is effective upon its incorporation to the Principal Agreement, which incorporation may be specified in the Principal Agreement or an executed amendment to the Principal Agreement. Upon its incorporation into the Principal Agreement, this Agreement will form a part of the Principal Agreement.

The term of this Agreement shall follow the term of the Principal Agreement. Terms not defined herein shall have the meaning as set forth in the Principal Agreement.

# WHEREAS

  • Your company acts as a Data Controller (the "Controller")
  • Your company wishes to subcontract certain Services (as defined below), which imply the processing of personal data, to EmailJS, acting as a processor (under the GDPR) and service provider (under the CCPA) of personal data.
  • The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing.
  • The Parties wish to lay down their rights and obligations.

# Definitions and Interpretation

"Processor" means the EmailJS.

"Company Personal Data" means any Personal Data Processed by a Contracted Processor on Controller's behalf pursuant to or in connection with the Principal Agreement.

"Contracted Processor" means a Subprocessor.

"Data Protection Laws" means all data protection laws and regulations applicable to the processing of personal data under this DPA, including, but not limited to, the Australian Data Protection Law, Brazilian Data Protection Law, European Data Protection Laws, Japanese Data Protection Law, and U.S. Data Protection Law.

"Australian Data Protection Law" means the Australian Privacy Act 1988 (Cth).

"Brazilian Data Protection Law" means the Brazilian General Data Protection Law No. 13,709/2018 ("LGPD")

"European Data Protection Laws" means:

  • 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")
  • The United Kingdom the Data Protection Act 2018 and the EU GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 ("UK Data Protection Law")
  • The EU e-Privacy Directive (Directive 2002/58/EC)
  • The Swiss Federal Act on Data Protection and its implementing regulations ("Swiss FADP"), in each case as may be amended, superseded or replaced from time to time.

"Japanese Data Protection Law" means the Japanese Act on the Protection of Personal Information.

"U.S. Data Protection Law" means all state laws in effect in the United States of America that are applicable to the processing of personal data under this DPA, including, but not limited to, the California Consumer Privacy Act ("CCPA"), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, and the Utah Consumer Privacy Act.

"Data Transfer" means a transfer of Company Personal Data from Controller 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" mean the EmailJS services.

"Subprocessor" means any person appointed by or on behalf of the Processor to process Personal Data on behalf of the Controller in connection with the Agreement.

The terms, "Controller", "Data Subject", "Personal Data", "Personal Data Breach" and "Processing" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

# Processing of Company Personal Data

Processor shall comply with all applicable Data Protection Laws in the Processing of Company Personal Data, and not process Company Personal Data other than on the Controller's documented instructions.

Controller instructs Processor to process Company Personal Data to provide the Services and related technical support.

# Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to 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.

# Security

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, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

In assessing the appropriate level of security, the Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

# Subprocessing

Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by Controller.

# Data Subject Rights

Taking into account the nature of the Processing, Processor shall assist Controller by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Controller obligations, as reasonably understood by Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

Processor shall promptly notify Controller 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 Controller 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 Controller of that legal requirement before the Contracted Processor responds to the request.

# Personal Data Breach

Processor shall notify Controller without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Controller with sufficient information to allow Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

Processor shall cooperate with Controller and take reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

# Data Protection Impact Assessment and Prior Consultation

Processor shall provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller reasonably considers to be required by article 35 or 36 of the GDPR or 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.

# Deletion or return of Company Personal Data

Processor shall promptly, and in any event within 30 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.

# Data Transfer

The Processor may transfer or authorize the transfer of Data to the USA without the prior written consent of the Controller. The Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

# Confidentiality

Each Party must keep any 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:

  • disclosure is required by law.
  • the relevant information is already in the public domain.

# Notices

All notices and communications given under this Agreement must be in writing and will be sent by email. The Controller shall be notified by email sent to the address related to its use of the Service under the Principal Agreement. Processor shall be notified by email sent to the address: gdpr@emailjs.zendesk.com

# Governing Law and Jurisdiction

This Agreement is governed by Singapore law. Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the Ministry of Law of Singapore.