This Data Processing Addendum (the “Addendum”) is executed by and between GoDaddy Payments, LLC (“GoDaddy”, “we”, and “us”) and you (“Customer”) and is annexed to and supplements our GoDaddy Commerce Services Agreement (collectively, the “Terms of Service”). Unless otherwise defined this Addendum, all capitalized terms not defined in this Addendum will have the meanings given to them in the Terms of Service.

1. Definitions

For the purposes of this Addendum, the following terms and those defined within the body of this Addendum apply:

1. "Business" has the meaning set forth in Section 1798.140(c) of the CCPA.
2. "Controller" means: (i) 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; and (ii) if and as applicable, a Business.
3. "Data Protection Laws" means all applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which Processing of Personal Data is subject to under this Addendum. “Data Protection Laws” may include, but are not limited to, the California Consumer Privacy Act of 2018 (“CCPA”) and the EU General Data Protection Regulation 2016/679 (“GDPR”).
4. "Personal Data" means “personal data” or “personal information” relating to a data subject Processed by GoDaddy under the Agreement.
5. "Process" or "Processing" means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.
6. "Security Incident(s)" means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data in GoDaddy’s possession or control.

2. GoDaddy's Role

GoDaddy is an independent Controller of Personal Data. Under no circumstance shall Customer and GoDaddy be regarded as “joint controllers” within the meaning set forth in GDPR Article 26 or any similar concept arising under Data Protection Laws.

3. Compliance with Data Protection Laws

Each party shall Process Personal Data in compliance with Data Protection Laws.

4. Information Security

GoDaddy shall use commercially reasonable efforts to implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Personal Data.

5. Security Incidents

Upon becoming aware of a Security Incident, GoDaddy shall provide written notice to Customer without undue delay as required by Data Protection Laws. Except to the extent caused by Customer, GoDaddy shall be solely responsible for remediating the Security Incident.

6. International Transfers of Personal Data

If Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Customer to GoDaddy in a country that has not been found to provide an adequate level of protection under Data Protection Laws, the parties agree that the transfer shall be governed by the Standard Contractual Clauses, which are attached hereto as Exhibit A and incorporated herein by reference. The parties agree that: (i) the audits described in Clause II (g) of the Standard Contractual Clauses shall be carried out by GoDaddy completing a data protection questionnaire of reasonable length not more than once annually upon the Customer’s written request; and (ii) GoDaddy will Process Personal Data in accordance with the data processing principles set forth in Annex A of the Standard Contractual Clauses, and hereby exercises the option under Clause II(h) of the Standard Contractual Clauses to this effect.

7. Customer’s Obligations

Customer hereby confirms that: (i) it has and relies upon an adequate legal basis, including without limitation consent where required, to collect, Process, and transfer Personal Data to GoDaddy; and (ii) Customer has collected and Processed Personal Data it provides to GoDaddy in accordance with Data Protection laws.

8. Limitations of Liability

Neither party will be responsible for any consequences resulting from the other party’s failure to comply with Data Protection Laws in relation to the Personal Data that it shares with the other party. The liability of each party under this Addendum will be subject to the exclusions and limitations of liability set out in the Terms of Service. Customer agrees that any regulatory penalties incurred by GoDaddy in relation to the Personal Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under the Terms of Service and Data Protection Laws will count towards and reduce GoDaddy's liability to the Customer under the Terms of Service.

9. Entire Terms of Service; Conflict

This Addendum does not supersede or replace any data processing addenda entered into between Customer and GoDaddy, including if applicable, the controller-processor data processing addendum entered into between Customer and an affiliated entity of GoDaddy with regard to the processing of personal data and on the free movement of such data. Except as amended by this Addendum, the Terms of Service will remain in full force and effect. If there is a conflict between any other agreement between the parties including the Terms of Service and this Addendum, the terms of this Addendum will control.

EXHIBIT A

Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)

Data transfer agreement between Customer (Hereinafter “data exporter”) and GoDaddy Payments LLC (Hereinafter “data importer”) each a “party”; together “the parties”.

Definitions

For the purposes of the clauses:

1. “personal data”, “s