Caspio Data Processing Agreement

This Caspio Data Processing Agreement (“DPA”) forms part of, and is subject to the provisions of, the Caspio Master Service Agreement Platform Terms of Service (“Terms of Service”). Capitalized terms that are not defined in this DPA have the meanings set forth in the Terms of Service.

Please submit inquiries pertaining to this DPA by contacting Caspio at https://www.caspio.com/contact-caspio-privacy.

1. DEFINITIONS

The following definitions apply solely to this DPA:

“Account” means your password-protected account for use of the Service and for billing in connection with such use. Your Account may be a trial, free, or a paid subscription to the Service.

“Customer Data” means the Personal Data that is collected by or uploaded to the Service and processed in your Account.

“Data Controller”, “Data Subject”, “Personal Data”, “Process,” “Processing”, “Processor” and “Data Processor” have the meanings given in the EU Data Protection Law.

“End Users” means your users, visitors or customers who may submit Customer Data that you control using the Service.

“EU Data Protection Law” means any data protection or data privacy law or regulation of any European Economic Area (“EEA”) country applicable to Customer Data including, as applicable, the GDPR and the e-Privacy Directive 2002/58/EC.

“GDPR” means the EU General Data Protection Regulation 2016/679.

“Security Incident” means an actual breach of security of the Service or Caspio’s systems used to process Customer Data that leads to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data transmitted, stored or otherwise processed by Caspio in the context of this DPA.

“Sub-Processor” means an entity engaged by Caspio to process Customer Data.

2. APPLICABILITY

This DPA only applies to you if you or your End Users are data subjects located within the EEA or the United Kingdom and only applies in respect to personal data (as defined by the EU Data Protection Law). You agree that Caspio is not responsible for Personal Data that you have elected to process through third party services or outside of the Service, including the systems of any other third-party cloud services, offline or on-premises storage.

3. DETAILS OF DATA PROCESSING

• Subject Matter. The subject matter of the data processing under this DPA is personal data as defined in the EU Data Protection Law.
• Duration. The duration of the data processing under this DPA is for the lifetime of the relationship between you and Caspio as determined by your use of the Service.
• Purpose. The purpose of the data processing under this DPA is the provision of the Service as initiated by you.
• Nature of the Processing. The provision of the Service, including computing, storage and such other Caspio Services at your instruction.
• Type of Personal Data. Customer Data relating to your End Users, staff or other individuals whose personal data is processed as part of the Caspio Service in accordance with instructions given through your Account.
• Categories of Data Subjects. End Users and any other individual’s personal data that you use the Service to process in accordance with EU Data Protection Law.

4. PROCESSING ROLES

This DPA applies when Customer Data is processed by Caspio. In this context, Caspio will act as “data processor” or “sub-processor” to the Customer who may act either as “data controller” or “data processor” with respect to Customer Data (as defined by EU Data Protection Law).

5. DESCRIPTION OF PROCESSING ACTIVITIES

We will process Customer Data for the purpose of providing you with the Service, as may be used, configured or modified from within your Account. For example, depending on how you use the Service, we may process your Customer Data in order to (a) collect, organize, report or analyze data from your End Users through Caspio-powered forms and applications that may be directly embedded on your website; (b) email your End Users on your behalf at your instruction; or (c) authenticate your authorized End Users so they can access data and applications that you control. There may be other processing activities undertaken by Caspio pursuant to the manner in which you design or employ the Service.

We will process your Customer Data for the Purpose and in accordance with the Terms of Service or instructions you give us through your Account. You agree that the Terms of Service and the instructions given through your Account are your complete and final instructions to us in relation to your Customer Data. Additional instructions outside the scope of this DPA require prior written agreement between you and us, including agreement on any additional fees payable by you to us for carrying out such instructions.

6. COMPLIANCE WITH LAWS

You will ensure that your instructions comply with all laws, regulations and rules applicable in relation to your Customer Data and that your Customer Data is collected lawfully by you or on your behalf and provided to us by you in accordance with such laws, rules and regulations. You will also ensure that the processing of your Customer Data in accordance with your instructions will not cause or result in us or you breaching any laws, rules or regulations (including EU Data Protection Law).You are responsible for reviewing the information available from us relating to data security pursuant to this Agreement, and making an independent determination as to whether the Service meets your requirements and legal obligations as well as your obligations under this DPA. Caspio will not access or use your Customer Data except as provided in this Agreement, as necessary to maintain or provide the Service, or as necessary to comply with the law or binding order of a governmental, law enforcement or regulatory body.

You are responsible for any liability or expenses arising from Caspio’s compliance with your instructions or requests pursuant to the Terms of Service that fall outside the standard functionality made available through the Service, including the cost of transferring Customer Data to third party services outside of the Service.

7. NOTIFICATION OF SECURITY INCIDENT

We will (a) provide you notice without undue delay after becoming aware of and confirming the occurrence of a Security Incident for which notification to you is required under applicable EU Data Protection Laws; and (b) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident. We will deliver such notification to one or more of Customer’s account administrators by any means we select, including email. We will provide you with such information about the Security Incident as we are reasonably able to disclose to you, taking into account the nature of the Service, the information available to us and any confidentiality restrictions on disclosing the information. Our obligation to report or respond to a Security Incident under this Section is not and will not be construed as an acknowledgement by Caspio of any fault or liability of Caspio with respect to the Security Incident. Notwithstanding any of the foregoing in this Section, Caspio’s obligations under this Section do not apply to incidents that are caused by you, any activity in your Account, and/or third-party services.

8. REASONABLE ASSISTANCE WITH COMPLIANCE

We will, to the extent that you cannot reasonably do so through the Service, your Account or otherwise, provide reasonable assistance to you in the event of an investigation by a competent regulator, including a data protection regulator or similar authority, if and to the extent that such investigation relates to the processing of Customer Data by Caspio on your behalf in accordance with this DPA, taking into account the nature of the Service and information available to us. Caspio may charge you a reasonable fee for such requested assistance except where such investigation arises from a breach by Caspio of the Terms of Service or this DPA, to the extent permitted by applicable law.

9. SECURITY MEASURES

Caspio shall at all times during the duration of the Terms of Service and this DPA employ good industry practice to implement and maintain appropriate technical and organizational measures to protect Customer Data in accordance with EU Data Protection Law. At your request, Caspio will provide a written description of the security measures being taken at the time of the request, subject to your prior execution of a non-disclosure agreement with Caspio. We may change our security measures at any time, but will not do so in a way that adversely affects the security of Customer Data. We take steps to ensure that any natural person acting under our authority does not process Customer Data except upon our instruction, unless such person is required to do so under applicable law, and that personnel authorized by us to process Customer Data have committed themselves to relevant confidentiality obligations or are under an appropriate statutory obligation of same.

10. SUB-PROCESSORS

You agree that we may share your Customer Data with Sub-Processors in order to provide you the Service. To the extent applicable to the nature of the service provided by such Sub-Processor, we will impose contractual obligations on our Sub-Processors (and contractually obligate our Sub-Processors to impose contractual obligations on any further sub-contractors which they engage to process Customer Data) that provide the same level of data protection for Customer Data in all material respects as the contractual obligations imposed in this DPA.

Our current Sub-Processors are listed in Exhibit A below. Caspio will notify you in advance (by email and by notice within the Service) of any changes to the list of Sub-Processors, except for emergency replacements or deletions of Sub-Processors without replacement. If you reasonably object to any Sub-Processor related to data protection concerns, we will use commercially reasonable efforts to make available to you a means of avoiding the processing by the protested Sub-Processor. If we are unable to make available such suggested changes within a reasonable period of time, we will notify you and you may cancel or terminate your Account or, if possible, only the areas of the Service that involve use of such Sub-Processor.

Except as set forth in this section, or as you may otherwise authorize, we will not permit any Sub-Processor to access your Customer Data. Except as set forth in this section, if you object to any Sub-Processors, you may not use or access the Service.

Caspio will remain responsible for any acts or omissions of any Sub-Processor or their further sub-contractors that process your Customer Data and cause Caspio to breach any of Caspio’s obligations under this DPA, solely to the extent that Caspio would be liable under the Terms of Service if the act or omission was Caspio’s own.

11. CONFIDENTIALITY

Caspio shall ensure that any person it authorizes to process Customer Data shall protect the Customer Data in accordance with Caspio’s confidentiality obligations under the Terms of Service and this DPA. Caspio will not disclose Customer Data to any government or any other third party, except as necessary to comply with the law or a valid and binding order of a law enforcement agency (such as a subpoena or court order).

12. INFORMATION REQUESTS

Caspio shall make available to you all information necessary to demonstrate its compliance with the obligations in this DPA and allow for and contribute to audits, conducted by you or an auditor authorized by you. Caspio will inform you if, in its opinion, an instruction infringes on EU Data Protection Laws. Caspio will also assist you with conducting any legally required data protection impact assessments (including subsequent consultation with a supervisory authority), if so required by the EU Data Protection Law, taking into account the nature of processing and the information available to Caspio. Caspio may charge a reasonable fee for such assistance with information requests, audits, or impact assessments, as permitted by applicable law.

13. DATA SUBJECT REQUESTS

You are responsible for handling any requests or complaints from Data Subjects with respect to their personal data processed by Caspio as Customer Data under this DPA. Caspio will provide reasonable and timely response notifying you if we receive any such requests or complaints, unless prohibited by applicable law.

14. DATA TRANSFERS

You authorize us to transfer Customer Data away from the country in which such data was originally collected, in particular the U.S. We will transfer Customer Data to outside the EEA using the principles of any lawful data transfer mechanism that is recognized under EU Data Protection Law as providing an adequate level of protection for such data transfers.

15. RETURN OR DELETION OF CUSTOMER DATA

The Service provides features that allow the Customer (the data controller) to download and delete Customer Data. Upon termination of your Account for any reason, Caspio will delete Customer Data in accordance with our data retention policies and legal obligations, or at your request by contacting Caspio at https://www.caspio.com/contact-caspio-privacy. Your requests to return or delete Customer Data may not be fulfilled to the extent that Caspio is otherwise required by legal obligations or EU Data Protection Law.

16. LIMITATIONS OF LIABILITY

The liability of each party under this DPA is subject to the exclusions and limitations of liability set out in the Terms of Service. You agree that any regulatory penalties or claims by Data Subjects or others incurred by Caspio in relation to Customer Data that arise as a result of, or in connection with, your failure to comply with your obligations under this DPA or EU Data Protection Law shall count towards and reduce Caspio’s liability under the Terms of Service as if it were liability to the you under the Terms of Service.

17. CONFLICT AND TERMINATION OF AGREEMENTS

In the event of a conflict between this DPA and the Terms of Service, this DPA will prevail. This DPA shall continue in force until the termination of the Terms of Service.

Exhibit A

Caspio Sub-Processors:
Amazon Web Services, Inc.
Twilio, Inc.

Caspio Sub-Processor Effective 10/18/2023:
OpenAI OpCo, LLC (“OpenAI”)