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”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established);
2. “the data exporter” shall mean the controller who transfers the personal data;
3. “the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;
4. “clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

I. Obligations of the Data Exporter

The data exporter warrants and undertakes that:

1. The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.
2. It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.
3. It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.
4. It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.
5. It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the c