Terms of service #4

Last Updated: June 22, 2024

This Data Processing Agreement (the "DPA"), entered into by the Kloudfox customer identified on the applicable Kloudfox ordering document for Kloudfox services ("Customer") and the Kloudfox company identified on the ordering document ("Kloudfox"), governs the processing of personal data that Customer uploads or otherwise provides Kloudfox in connection with the services and the processing of any personal data that Kloudfox uploads or otherwise provides to Customer in connection with the services.

1. Definitions

• "Customer Personal Data" means Personal Data (i) that Customer uploads or otherwise provides Kloudfox in connection with its use of Kloudfox’s services or (ii) for which Customer is otherwise a data controller.
• "CCPA" means the California Consumer Privacy Act of 2018.
• "HIPAA" means the Health Insurance Portability and Accountability Act of 1996.
• "ISO" refers to the International Organization for Standardization standards for information security management systems, including ISO/IEC 27001.
• "Data Controller" or "Company" means Customer.
• "Data Processor" or "Service Provider" means Kloudfox.
• "Data Protection Requirements" means the Directive, the General Data Protection Regulation, the CCPA, HIPAA, ISO standards, Local Data Protection Laws, any subordinate legislation and regulation implementing the General Data Protection Regulation, and all Privacy Laws.
• "Directive" means the EU Data Protection Directive 95/46/EC.
• "EU Personal Data" means Personal Data the sharing of which pursuant to this Agreement is regulated by the Directive, the General Data Protection Regulation and Local Data Protection Laws.
• "GDPR" means the General Data Protection Regulation, the European Union Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
• "Personal Data" means information about an individual that (a) can be used to identify, contact or locate a specific individual, including data that Customer chooses to provide to Kloudfox from services such as applicant tracking systems (ATSs) or customer-relationship management (CRM) services; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as "personal data" or "personal information" by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual. The use of the term Personal Data should be considered to have the meaning as personally identifiable information as defined under the CCPA.
• "Personal Data Breach" means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.
• "Privacy Laws" means all applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, consumer protection, marketing, promotion, and text messaging, email, and other communications; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personal Data.
• "Process" and its cognates mean any operation or set of operations which is performed on Personal Data or on 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.
• "Subprocessor" means any entity which provides processing services to Kloudfox in furtherance of Kloudfox’s processing on behalf of Customer.
• "Supervisory Authority" means an independent public authority which is established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation.

2. Nature of Data Processing

Kloudfox agrees to process Personal Data received from the Customer only on the instructions of the Customer. As the Controller of Personal Data, for avoidance of doubt, the Customer sets the purpose of processing for this DPA.

3. Compliance with Laws

The parties shall each comply with their respective obligations under all applicable Data Protection Requirements. Kloudfox acknowledges that it is not yet fully compliant with HIPAA, ISO, or GDPR but agrees to implement all necessary measures to achieve compliance within a reasonable timeframe.

4. Customer Obligations

Customer agrees to:

• Provide instructions to Kloudfox and determine the purposes and general means of Kloudfox’s processing of Customer Personal Data in accordance with the DPA; and
• Comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers by:
• Establishing and maintaining a procedure for the exercise of the rights of the individuals whose Customer Personal Data are processed on behalf of Customer;
• Processing only data that has been lawfully and validly collected and ensuring that such data will be relevant and proportionate to the respective uses; and
• Ensuring compliance with the provisions of this DPA by its personnel or by any third-party accessing or using Customer Personal Data on its behalf.

5. Kloudfox Obligations

Processing Requirements. Kloudfox will:

• Process Customer Personal Data (i) only for the purpose of providing, supporting and improving Kloudfox’s services (including to provide insights and other reporting), using appropriate technical and organizational security measures; and (ii) in compliance with the instructions received from Customer. Kloudfox will not use or process the Customer Personal Data for any other purpose. Kloudfox will promptly inform Customer in writing if it cannot comply with the requirements under Sections 5-8 of this DPA, in which case Customer may terminate the DPA or take any other reasonable action, including suspending data processing operations;
• Inform Customer promptly if, in Kloudfox’s opinion, an instruction from Customer violates applicable Data Protection Requirements;
• If Kloudfox is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice);
• Take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on Kloudfox’s behalf comply with the terms of the DPA;
• Ensure that its employees, authorized agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data, including after the end of their respective employment, contract or assignment;
• If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Subprocessors, exclusive of the list of Subprocessors Kloudfox maintains online (see below);
• Upon request, provide Customer with a summary of Kloudfox’s privacy and security policies; and
• Inform Customer if Kloudfox undertakes an independent security review.

Notice to Customer. Kloudfox will inform Customer if Kloudfox becomes aware of:

• Any non-compliance by Kloudfox or its employees with Sections 5-8 of this DPA or the Data Protection Requirements relating to the protection of Customer Personal Data processed under this DPA;
• Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless Kloudfox is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities;
• Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or
• Any complaint or request (in particular, requests for access to, rectification or blocking of Customer Personal Data) received directly from data subjects of Customer. Kloudfox will not respond to any such request without Customer’s prior written authorization.

Assistance to Customer. Kloudfox will provide reasonable assistance to Customer regarding:

• Any requests from Customer data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that Kloudfox processes for Customer. In the event that a data subject sends such a request directly to Kloudfox, Kloudfox will promptly send such request to Customer;
• The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Customer’s data subjects regarding such Personal Data Breaches; and
• Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.

Required Processing. If Kloudfox is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the DPA, Kloudfox will inform Customer of this requirement in advance of any processing, unless Kloudfox is legally prohibited from informing Customer of such processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).

Security. Kloudfox will:

• Maintain appropriate organizational and technical measures designed to protect the security and integrity of Customer Personal Data, guard against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Personal Data, and protect against all other unlawful forms of processing; and
• Ensure that Customer Personal Data, if transferred to a third party for processing, is subject to a written agreement with that third party containing terms substantially the same as those set forth in this DPA, including a requirement that such third party act solely on Kloudfox’s instructions when processing the Customer Personal Data.

Security Breaches. If Kloudfox becomes aware of any actual or reasonably suspected unauthorized access to, or acquisition, use, loss, destruction, compromise, or disclosure of, Customer Personal Data processed by Kloudfox under the terms of this DPA (each a "Personal Data Breach"), Kloudfox shall:

• Notify Customer without undue delay, but in no event later than seventy-two (72) hours, after becoming aware of the Personal Data Breach;
• Promptly investigate each Personal Data Breach and provide Customer with detailed information about the Personal Data Breach, including the type of data affected, the nature and scope of the compromise, the duration and expected impact of the Personal Data Breach, and the corrective actions taken and to be taken by Kloudfox;
• Take all necessary steps to mitigate the effects of the Personal Data Breach, to remedy the Personal Data Breach, and to prevent a recurrence; and
• Cooperate with Customer’s reasonable requests in connection with any measures required by Customer to address the Personal Data Breach, including notifications to Supervisory Authorities or data subjects as required by applicable Data Protection Requirements.

6. Data Transfers

For transfers of EU Personal Data to Kloudfox for processing by Kloudfox in a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, Kloudfox agrees it will provide at least the same level of privacy protection for EU Personal Data through appropriate safeguards, such as standard contract clauses or binding internal company rules.

7. Data Return and Deletion

The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, Kloudfox shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent Kloudfox from returning or destroying all or part of the Customer Personal Data disclosed. In such case, Kloudfox agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date in order to comply with applicable laws.

8. Third Party Data Processors

Customer acknowledges that in the provision of some services (such as CRMs), Kloudfox, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors.

9. Term

This DPA shall remain in effect as long as Kloudfox carries out Personal Data processing operations on behalf of Customer or until the termination of the Kloudfox Contract (and all Personal Data has been returned or deleted in accordance with Section 7 above).

10. Governing Law, Jurisdiction, and Venue

Notwithstanding anything in the DPA to the contrary, the rights and obligations not expressly provided for in this DPA shall be governed by the relevant provisions of generally binding legislation of New York. In case of a dispute arising out of this DPA, the Parties agree that such disputes shall be resolved primarily by mutual negotiations between the representatives of the Parties, and if the dispute is not resolved by negotiations, the Parties shall refer the dispute to the court of New York having jurisdiction in the subject matter and place of the dispute.

11. Appending List of Subprocessors

Customer hereby authorizes Kloudfox to entrust additional processors with the processing of personal data according to this DPA.

At the time of conclusion of this Agreement, Kloudfox has entrusted the processing of personal data under this DPA to the additional processors, to which the Customer agrees:

• Amazon Web Services, Inc.
• Google, Inc.
• Cloudflare, Inc.
• Facebook, Inc.
• Stripe, Inc.
• OpenAI OpCo, LLC

For understanding more about kloudfox.com, please refer to links like Privacy Policy, Refund Policy, Cookie Policy, and Terms of Service.