This Lead Commerce Data Processing Addendum (“Addendum”) amends the Lead Commerce Master Service Agreement (the “Agreement”) by and between you and Lead Commerce LLC, a Limited Liability Company with offices at 2888 Loker Avenue East Suite 117 Carlsbad, California 92010 (“Lead Commerce”).
(a) “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC, and any legislation and/or regulation implementing or made pursuant to them, or which amends or replaces any of them (including the General Data Protection Regulation, Regulation (EU) 2016/679);
(b) “Data Processor”, “Data Subject”, “Processor”, “Processing”, “Subprocessor”, and “Supervisory Authority” shall be interpreted in accordance with applicable Data Protection Legislation;
(c) “Personal Data” as used in this Addendum means information relating to an identifiable or identified Data Subject who visits or engages in transactions through your B2B Ecommerce storefront or the admin area (a “Customer”), which Lead Commerce Processes as a Data Processor in the course of providing you with the Services. Notwithstanding the foregoing sentence, Personal Data does not include information that Lead Commerce processes in the context of services that it provides directly to a consumer, and
(d) All other capitalized terms in this Addendum shall have the same definition as in the Agreement.
2.1. Where a Data Subject is located in the European Economic Area, that Data Subject’s Personal Data will be processed by Lead Commerce. As part of providing the Services, this Personal Data may be transferred to other regions, including to Canada and the United States. Such transfers will be completed in compliance with relevant Data Protection Legislation.
2.2. When Lead Commerce Processes Personal Data in the course of providing the Services, Lead Commerce will:
2.3 In the course of providing the Services,you acknowledge and agree that Lead Commerce may use Subprocessors to Process the Personal Data. Lead Commerce’s use of any specific Subprocessor to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a contract between Lead Commerce and Subprocessor.
3.1 In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, any and all liability under this Addendum, including limitations thereof, will be governed by the relevant provisions of the Agreement. You acknowledge and agree that Lead Commerce may amend this Addendum from time to time by posting the relevant amended and restated Addendum on Lead Commerce’s website. Your continued use of the Services after the amended Addendum is posted to Lead Commerce’s website constitutes your agreement to, and acceptance of, the amended Addendum. If you do not agree to any changes to the Addendum, do not continue to use the Service.
3.2 Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties.
3.3 The terms of this Addendum shall be governed by and interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of California with respect to any dispute or claim arising out of or in connection with this Addendum.