Data Processing Agreement

Enso International, Inc. (“Enso”) and the counterparty agreeing to these terms (“Customer”) have entered into a Software Licenses and Services Agreement or other written or electronic agreement for the SaaS services provided by Enso (the “Main Agreement”). This Data Processing Addendum, including the appendices (the “DPA”), forms part of the Main Agreement. 

This DPA will be effective, and will replace and supersede any previously applicable terms relating to their subject matter (including any data processing amendment, agreement or addendum relating to the Services), from the date on which Customer signed or the parties otherwise agreed to this DPA (“DPA Effective Date”).

If you are accepting this DPA on behalf of Customer, you warrant that: (a) you have full legal authority to bind Customer to this DPA; (b) you have read and understand this DPA; and (c) you agree, on behalf of Customer, to this DPA. If you do not have the legal authority to bind Customer, please do not accept this DPA.

DATA PROCESSING TERMS

This DPA applies where Enso processes Personal Data as a Processor (or sub-Processor as applicable) on behalf of Customer to provide the Services and such Personal Data is subject to Applicable Data Protection Laws (as defined below). 

The parties have agreed to enter into this DPA in order to ensure that appropriate safeguards are in place to protect such Personal Data in accordance with Applicable Data Protection Laws. Accordingly, Enso agrees to comply with the following provisions with respect to any Personal Data that it processes as a Processor (or sub-Processor as applicable) on behalf of Customer.

1.     Definitions

1.1        The following definitions are used in this DPA:

(a)     “Adequate Country” means a country or territory that is recognized under European Data Protection Laws as providing adequate protection for Personal Data.

(b)     “Affiliate” means, with respect to a party, any corporate entity that, directly or indirectly, Controls, is Controlled by, or is under Common Control with such party (but only for so long as such Control exists).

(c)     “Applicable Data Protection Laws” means all laws and regulations that are applicable to the processing of Personal Data under the Main Agreement, including European Data Protection Laws and the United States Data Protection Laws.