Terms and Conditions

1. Acceptance of Terms

The website, located at www.GreenRope.com (the "Site") has been provided by Synchronous Technologies, Inc., a Washington corporation, dba GreenRope® (hereinafter "GreenRope®") to any person or entity that accesses, browses, or otherwise uses the Site, either manually or via an automated device or program (hereinafter “User” or “Users”).  The Site is subject to User acceptance of the following Terms of Use ("Agreement") which may be updated by GreenRope® from time to time. By becoming a User of the Site, User agrees to be bound by all terms of this Agreement. If User has any questions about this Agreement, please contact GreenRope® at support@GreenRope.com before using this Site.

2. Description of Services

GreenRope® is an Internet networking service provider, utilizing web-based software, where people such as business owners, marketing professionals and group members can organize their groups, perform marketing functions, and manage corporate operations. As described above, anyone who takes advantage of the aforementioned software in any way, form, or fashion, shall be considered a User for purposes of this Agreement.

3. Conditions of Use

If a User chooses to register on the Site, such User must provide certain personally identifiable information, including but not limited to, name, address, and email address, (collectively "Registration Information"). Providing false Registration Information on the Site constitutes a material breach of this Agreement, to which GreenRope® may immediately terminate User’s access to the Site.  If a User is registered though the use of a proxy, a league manager, or a team captain, that particular representative expressly represents that he, she, or it has the proper authority and permission to register such player or User on the Site.  Any false or misrepresentation of authority is cause for immediate termination of access to the Site.

A GreenRope is not transferrable to a third party over a public exchange. GreenRope and subsidiary product subscriptions can only be sold by Synchronous Technologies. A GreenRope account is transferable within the original company or under certain acquisition circumstances with permission from GreenRope. Any transfer of a GreenRope account to a new entity is subject to adjustment to current published pricing and training / set up programs.

4. No Endorsement of Content or Businesses

GreenRope® makes no representations, warranties, or endorsements, express or implied, regarding the quality, accuracy, reliability or condition of any content posted on the Site, regardless of who posted such content or when it was posted or for what purpose it was posted.  GreenRope® does not control the quality, safety, truth or accuracy of the content that is posted on the Site and makes no representation thereof. GreenRope® shall have no obligation to review the Site's content and User understands this. All content provided by Users of the Site is the sole responsibility of the User, not GreenRope®. User understands that by making any use of the Site whatsoever, User may be exposed to content that is inaccurate, misleading, or content that User may otherwise find objectionable. User hereby agrees that User shall evaluate and assume all risks and liability associated with the use of any content, and that under no circumstances will GreenRope® or any of its affiliates, be liable for any loss or damage of any kind as a result of the use of any content or service providers posted, emailed or otherwise made available through the Site.

5. Acceptable and Lawful Use of Site

Any Registration Information, computer information, or other information User provides to GreenRope® in connection with User’s use of the Site: (a) shall not be false, inaccurate, deceptive, deceitful, or misleading; (b) shall not be obscene or indecent; (c) shall not contain any viruses of any kind, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (d) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing, invasive of another's privacy, or harm minors in any way; (f) shall not create liability for GreenRope® or cause GreenRope® to lose (in whole or in part) the software products or GreenRope®’s suppliers; and (g) shall not include personal or identifying information about another person who does not wish to be included. GreenRope® reserves the right to deny access to our networks to any organizations or individuals who violate any of the above conditions. Users shall comply will all applicable laws, statutes, ordinances and regulations regarding use of the Site. GreenRope® reserves the right to report any wrongdoing, if GreenRope® becomes aware of it, to the applicable government agencies.  If User breaches any provision of this paragraph, GreenRope® may not only immediately terminate User’s access to the Site, but User agrees that GreenRope® shall bring any and all legal action against User allowed within the law for such tortious conduct. 

6. Acceptable and Lawful Use of Software

Any use, reproduction, redistribution of any products by User, software or otherwise, that are not in accordance with the intended use of the Site, are expressly prohibited by this Agreement, the law, and can result in severe civil and criminal penalties. GreenRope® may, at its sole discretion, prosecute violators to the maximum extent of the law.

ANY COPYING, DISTRIBUTION, REPRODUCTION, REDISTRIBUTION, OR FURTHER REDISTRIBUTION OF THE SITE OR ANY SOFTWARE PRODUCTS TO ANY OUTSIDE LOCATION, OTHER SERVER, OUTSIDE PARTY, ENTITY, OR PERSON, IS EXPRESSLY PROHIBITED WITHOUT THE EXPRESS WRITTEN CONSENT OF GreenRope®.

GreenRope® complies with the EU-US Privacy Shield Framework (https://privacyshield.gov) as set forth by the US Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries.  GreenRope® has certified that it adheres to the Privacy Shield Principles of Notice, Choice, Accountability for Onward Transfer, Security, Data Integrity and Purpose Limitation, Access, and Recourse, Enforcement and Liability.  If there is any conflict between the policies in this privacy policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern.  To learn more about the Privacy Shield program, and to view our certification page, please visit www.commerce.gov/privacyshield

All users of GreenRope® and the Software agree to uphold the principles set by the EU-US Privacy Shield Framework.  Use of the GreenRope® platform certifies that the user agrees to and takes responsibility for protecting any data gathered about citizens of the European Economic Area (EEA) in accordance with the EU-US Privacy Shield Framework.  Users accept liability for protecting and limiting distribution of data gathered to be in compliance with the EU-US Privacy Shield Framework.

7. License Granted

User grants GreenRope® a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright and publicity rights User has in the Registration Information provided to GreenRope® by User, in any media, whether now known, or hereafter to become known.  GreenRope® may only use Registration Information in accordance with its Privacy Policy.  User may find the GreenRope® Privacy Policy at https://www.GreenRope.com/privacy.html.

8. Relationship

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended to be created or in fact created by this Agreement between User and GreenRope®. This Agreement is between the User and GreenRope® and is not intended to be for the benefit of any third party. If there is a dispute between participants on this Site, or between User and any third party, User understands and agrees that GreenRope® shall not be under any obligation to become involved. In the event that one User has a dispute with one or more other Users or third parties, both Users hereby expressly and unconditionally release GreenRope®, GreenRope®’s officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or services. User shall also fully indemnify GreenRope®, its officers, employers, agents, successors and the like fully for any claims made by a third party, including claims for costs and attorneys fees.   

9. Posting on GreenRope®

User represents and warrants that User completely owns or otherwise has full lawful rights and control over all of the rights to the content to which User has posted or will post, or use, and such content is of an accurate nature. GreenRope® reserves the right, but not the obligation, to refuse to post or to remove any content or portions thereof, in any media worldwide if it contains or features any content GreenRope®, in its sole discretion, deems inappropriate. With respect to content User submits or makes available for inclusion on the Site, (“Content"), User grants GreenRope® a world-wide, royalty-free, perpetual, irrevocable and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed. This license means that GreenRope®, its parent, subsidiary or affiliated companies have the unrestricted, perpetual and exclusive right to use, reproduce, modify, transmit, and distribute any and all materials and communications regarding and including submitted reviews, or portions thereof, in any media worldwide. If you place any information you deem as "Confidential" into this system, you are hereby granting GreenRope®, its parent, subsidiary or affiliated companies to have the unrestricted, perpetual and exclusive right to use, reproduce, modify, transmit, and distribute any and all materials and communications regarding such content, or portions thereof, in any media worldwide. Data collected, distributed, and used is still protected by our privacy policy, and we will not share your data with third parties without your permission.

10. Security

GreenRope® utilizes reasonably secure servers to protect Users Registration Information. Users shall not disclose Registration Information to third parties. Users understand that they are fully responsible for all activities which occur under their Registration Information. User agrees to immediately notify GreenRope® in writing of any unauthorized use of User's own account. Anyone deemed a proxy, in charge of another User’s account, a league manager, or a team captain, agrees to refrain from disclosing Registration Information to third parties, unless written consent from GreenRope® is obtained prior to such information is disclosed.

11. Privacy Statement; Email

Users have read and understand the terms of our Privacy Statement more fully described at https://www.GreenRope.com/privacy.html which is hereby incorporated into this Agreement by reference as (Exhibit “A”). Users acknowledge that the Site may link to other sites on the World Wide Web which may not controlled by GreenRope® and that the collection of a GreenRope®'s data by these other sites may be outside the scope of GreenRope®’s control. GreenRope® reserves the right to monitor a User's use of the Site in accordance with our Privacy Statement. Users acknowledge that by becoming a User, they consent to receipt of certain email messages from GreenRope® in connection with the use of the Site and software, including without limitation newsletters, notifications by league managers, captains and other players and reminders of events, event schedules and attendance.

12. System Integrity

Users shall not use any device, software, or routine to interfere with the proper working of the Site. Users shall not use any method to intercept or expropriate any system data or information from the Site without the express written consent of GreenRope®. Consent shall not take any action that imposes an unreasonable burden upon the infrastructure used to support the efficient operation of the Site including but not limited to unsolicited email or Spam. Users shall not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without the prior expressed written permission of GreenRope®. Information on the Site is frequently updated and is proprietary or is licensed to GreenRope®. Users shall not copy, reproduce, alter, modify, create derivative works, or publicly display any content from the GreenRope® web site without the prior expressed written permission of GreenRope® and the appropriate third party.

13. System Outages

GreenRope® periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. GreenRope® shall have no liability whatsoever for the resulting unavailability of the Site or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, mis-delivery, non-delivery of information caused by such system outages, or any third party acts or any other outages of web host providers or the Internet infrastructure and network external to the Site.

14. No Warranty

GreenRope® provides this web site and the software products "as is" and without any warranty or condition, express, implied or statutory. GreenRope® specifically disclaims, and User expressly waives, any implied warranties of title, merchantability, and fitness for a particular purpose, accuracy of informational content and non-infringement. User assumes total responsibility and risk for use of this site, use of any service providers obtained from this site, the software products, and hyperlinked web sites.

GreenRope® makes no warranty that the site will meet User’s specific requirements or expectations, or that software products or services will be uninterrupted, timely, secure or error free, nor do we make any warranty as to the results that may be obtained from the use of the software products or as to the accuracy or reliability of any information obtained through the site or that any defects will be corrected. No advice or information, whether oral or written, obtained by a user from GreenRope® shall create any warranty not expressly made herein. This disclaimer is made to the fullest extent permitted by law.

15. Other Limitations of Liability

GreenRope®, its parent company, shareholders, affiliates, suppliers or their respective authorized representatives shall not be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, or for any loss of profits or revenue, including but not limited to loss of sales, profit, revenue, goodwill, or downtime, (however arising in tort, contract, or otherwise) regardless of such party's negligence or whether such party knew or should have known of the possibility of such damages. If any court of competent jurisdiction strikes the above clause down for whatever reason, GreenRope®’s liability shall still be limited to the fullest extent permitted by law. Users understand and agree that the download and upload of any material through this site is done at User’s discretion and risk and that User’s will be solely responsible for any loss or damage to User’s computer system or loss of data that may result in the download or upload of any material. GreenRope® neither assumes, nor does it authorize any other person to assume on its behalf, any other liability in connection with the provision of the site and software products. The limitations of liability provided in this Agreement inure to the benefit of GreenRope®, our parent company, shareholders, affiliates and to all of our respective officers, directors, employees, attorneys and agents and, in each case, liability is limited to the fullest extent permitted by law.

16. Indemnification

User shall indemnify, defend and hold harmless GreenRope®, its parent company, shareholders, subsidiaries, affiliates, officers, directors, employees, agents and advisors from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees and costs) resulting from User's use of the Site or software products provided hereunder by GreenRope® and Visitor's or User's breach of any provision of this Agreement or any intentional wrongdoing by Visitor or User.

17. Notices

Notices to User and GreenRope® shall be by email or sent via certified mail, return receipt requested. Email to GreenRope® shall be sent to support@GreenRope.com or, if by certified mail, to GreenRope®, such notice shall be sent to: 11010 Harbor Hill Dr NW, Suite B-224 Gig Harbor, WA 98332 .  Email Notices sent to Users within the USA shall be sent to the email address contained in User's Registration Information.  US Mail to User shall be sent to the address User provides.  If User fails to provide such an address then GreenRope® shall not be under an obligation to locate or sent US Mail.   User is responsible for keeping User's Registration Information current. GreenRope® shall not be responsible for User's failure to receive notice if User's Registration Information is incomplete, not current, or otherwise inaccurate. Notice sent by email shall be deemed given twelve (12) hours after email message is sent. Users can modify email addresses and other Registration Information previously provided to us by emailing support@GreenRope.com or by updating their account information online.

18. Electronic Signatures

Any document or record, including this Agreement, which is transmitted or received by electronic transmission by either party shall be treated in all manner and respects as an original signed document where sufficient indicia of acceptance by the respective party exists. Accessing the Site constitutes acceptance of this Agreement by User.

19. Governing Law and Choice of Forum

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, exclusive of its choice of law rules and matters affecting copyrights, trademarks and patents under U.S. federal law. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees. Any suit relating to this Agreement, the Site or the software products shall be brought exclusively in the courts of San Diego, the Parties consent to the jurisdiction thereof.

20. Miscellaneous

In the event that one or more portions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in this Agreement. The headings used throughout this Agreement are solely for the convenience of reference and are not to be used as an aid in the interpretation of this Agreement. The delay or failure of the Parties, at any time or times, to require performance of any provision hereof shall in no manner affect Party’s right at a later time to enforce such provision. In the event a separate agreement, such as a non-disclosure agreement, the terms of use presented here will take precedence. Any information, processes, or works entered in to any GreenRope account, is not considered Confidential Information. Any information provided by any third party shall not be deemed Confidential Information unless it falls under the scope of an existing valid, active non-disclosure agreement, and that the information is marked as confidential, and the receiving party agrees to the nature of the information's confidentiality prior to receipt of such information. No delay or failure of GreenRope®’s right in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder. This Agreement and any documents expressly incorporated by reference, including but not limited to the Privacy Policy, constitute the entire agreement between the Parties, pertaining to the subject matter hereof. User understands and accepts that GreenRope®, in its sole discretion, may unilaterally amend or modify this Agreement or any other documents referenced herein at any time by posting notice on the Site. Any amended or modified terms will be effective upon posting. Continued use of or visits to the Site constitutes acceptance of any modified terms and conditions. User shall regularly review the Agreement that is posted at https://www.greenrope.com/terms.html. GreenRope® may, at any time, assign its rights or delegate its obligations hereunder without notice to User. No person or entity not an express Party to this Agreement is intended to be a beneficiary of this Agreement, and no person or entity, not expressly made a Party to this Agreement, shall have any right to enforce any terms of this Agreement.

21. Inquiries

The Site is offered by GreenRope®. GreenRope® is currently located at 249 S. Hwy 101, Suite 525, Solana Beach, CA 92075. Anyone wishing a copy of this Agreement may obtain such by writing a formal written request to GreenRope®, accessing the Site, or emailing support@GreenRope.com. Questions concerning the Site, the software products, or any aspect of this Agreement should be directed to GreenRope®.

22. No Spam

User shall not send unsolicited bulk email (spam). All Users are required to accept and adhere to GreenRope®'s anti-spam policy. This policy also applies to using GreenRope's network to send SMS text messages.

23. Third Party Integrations

Connecting your GreenRope account with third-party integrations is available with subscription. These third-party Integrations may ask for various permissions to access data or send information to your GreenRope account. It is your responsibility to review any third-party integration policies and terms before authorizing. We may collect information about what types of integrations you use in your GreenRope account.

Any permission(s) granted by you, grants these third parties access to your data, which may include (but is not limited to) granting third-party applications access to view, store, and modify your GreenRope account data. GreenRope is not responsible for the policies or practices of any third-party integration. We suggest you carefully review all permissions granted to third-party applications. For more information on available integrations, please see here.

Additional Terms for Account Owners

If a User signs up for a paid GreenRope® subscription or account, that User shall be deemed an “Account Owner” and the following additional terms and conditions shall also apply to such User.  Such Account Owner may have contacts in his or her account that may use the Site to make payments to the Account Owner for events, such as meetings, practices, event fees, sports equipment or other fees or costs relating to the group or team.

1. Monthly Membership Fee for Account Owners

The charge to an Account Owner for the ‘Premium Account Membership’ shall be charged on the Account Owner’s credit card at the end of each monthly cycle after Account Owner’s initial subscription date. Pricing for accounts is available on the Pricing page of the GreenRope.com website.  Such charge shall reflect GreenRope®'s parent company, Synchronous Technologies Inc.

2. Additional Benefits

GreenRope® offers additional benefits to the Account Owner (paying subscribers). These benefits include, but are not limited to, more flexible emailing tools, faster contact import functions, and processing of payments for events and seasons. GreenRope® offers a store venue ("Store") which allows Account Owners to offer and sell items to the public at large. GreenRope® shall in no way be involved in the transaction between buyers and sellers.  Any dispute between the buyer and the seller shall not involve GreenRope®.  Account Owners shall therefore indemnify GreenRope® fully for any costs, fees, including attorneys fees GreenRope® may have to pay in defending itself in defending itself against a buyer or a seller. 

3. Items Sold via the Store

Account Owner waives any guaranty or warranty obtained regarding the quality, safety or legality of items advertised, any complaints regarding the accuracy of content or listings, including disputes or complaints regarding the description of items, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction to the fullest extent allowable under the law.

4. Transfer of Items Sold via the Store

GreenRope® does not transfer legal ownership of items from the seller to the buyer. Nothing in this Agreement shall modify the provisions of California Commercial Code Section 2401(2) which provides in pertinent part "Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular and despite any reservation of a security interest by the bill of lading."

5. Transaction Fees

Depending on your subscription with GreenRope, you may have transaction fees associated with selling items on your storefront or for event registration.  This will be found on your Account Settings page when you you are logged in to your GreenRope account.  If transaction fees apply to the account subscription, Account Owner agrees that GreenRope® charges a transaction fee for payments made through the Site by players to Account Owners and payments made through the Store by any buyer. Such transaction fee(s) shall be charged on Account Owners credit card at the end of each month. By signing up for the premium account, Account Owner expressly authorizes GreenRope® to automatically process all such fees by credit card at the end of each month. All transaction fees shall be non-refundable. The fee charged by GreenRope® shall be in addition to any transactional fees paid to PayPal, BlueSnap, Stripe and Authorize.net. PayPal, BlueSnap, Stripe and Authorize.net are third party vendors which provide on-line payment services.

6. Restriction on Use of the Store

While using the Store, Account Owner shall not:

Violate any laws or third party rights; Use the Store if you are not able to form legally binding contracts or are under the age of 18; Fail to deliver items purchased from Account Owner, unless the buyer fails to meet agreed upon terms; Intentionally, accidentally, or negligently circumvent or manipulate GreenRope®'s fee structure, billing process or fees owed to GreenRope®; Transfer Account Owner’s account and User Identification to another person or entity without GreenRope®'s express written consent; Offer to sell or sell any of the following prohibited items: Adult content and sexually oriented materials including child pornography; Agricultural compounds including fertilizers; Alcoholic beverages including beer, wine, spirit, and liquor; Animals, fish, plants, and wildlife products; Cigarette, cigar, tobacco, or nicotine products;
Copyrighted items and content which breach any copyright or other intellectual property rights; Counterfeit items including, coins, currency, and stamps; Drug paraphernalia and narcotics; Firearms, fireworks, ammunition, pyrotechnics, and explosives; Government-issued identification documents including passport, driver license, police badge and insignia; Human bodies or body parts and bodily fluids; Illegal telecommunication or electronic equipment such as satellite, digital, cable Law enforcement and military items prohibited by federal and state law; Lottery and raffle tickets, sweepstakes, pyramid schemes, manufacturer coupons, multiple level marketing programs, etc.; Mailing lists, personal information, e-mail addresses, or URL's; Meat, livestock and poultry; Medicine, medical devices, and health-related supplements; Weapons such as pepper spray, switchblade knives, ninja stars, or concealed weapons; Products recalled by the U.S. Consumer Product Safety Commission, other government agency, or product manufacturers; Real estate; Slot machines and gambling equipment;
Stocks, bonds, and securities of companies; Non-transferrable travel packages and offers including vouchers, airplane tickets, train tickets, and timeshare properties; and
Any other item that violates any applicable federal, state or local law or regulation or which GreenRope® determines, in its sole discretion, is inappropriate for sale through the Store.  If Account Owner does violate this provision, GreenRope® shall be able to immediately terminate Account Owner’s account, and recover any and all fees, costs and expenses incurred from such actions, including attorneys fees. 

7. Abuse and Misuse of Store

GreenRope® may investigate reports of abuse or misuse and, if appropriate, limit or prohibit Account Owners’s use of the Store. Account Owner expressly agrees that GreenRope® may access Account Owner’s account and records at GreenRope®’s sole discretion to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized use of the Website. GreenRope® reserves the right to terminate Account Owner’s account or Account Owner’s access to the Store immediately, with or without notice to Account Owner, if GreenRope® believes Account Owner has violated any of the Terms of Use, furnished GreenRope® with false or misleading information, or interfered with use of the Store by others. All determinations are final and are made at GreenRope®'s sole discretion. By agreeing to these Terms of Use, Account Owner agrees to participate in investigations and be bound by GreenRope®'s determinations. If GreenRope®, in its sole discretion, determines that a violation of this Agreement has occurred, or if GreenRope® believes that Account Owner’s actions may cause legal liability for Account Owner, GreenRope®’s other users or  GreenRope® itself, GreenRope® may, on its own choosing, take actions or pursue legal remedies that it believes are necessary or prudent, including, but not limited or required to, issuing a warning, filing a complaint, deleting any listings, advertisements or offending material from the Site, suspending or canceling Account Owner’s account, releasing user information, filing a report with the appropriate authorities and/or excluding any person(s) who may have violated any terms of this Agreement.

8. Termination

GreenRope® may terminate Account Owner’s account and services at any time upon notice to Account Owner. GreenRope® may also, but has no duty, to immediately terminate its services, terminate Account Owner’s access and password and/or remove any content. Upon termination, Account Owner shall remain fully and solely responsible for any applicable transaction fees still due and owing. Termination by Account Owner requires 30 days written advance notice to GreenRope®. Account Owner may request a refund for any unused prepayments that were collected by GreenRope®. All subscription-related refunds will be pro-rated with the remaining balance starting 30 days from the receipt of the request to cancel the account. This refund will be processed within 30 days of receipt of the account termination request and will be in the form of a credit to the card GreenRope® has on file.

Upon termination of your account, if no Terms of Use have been violated, your account, and all stored data, will remain on file for up to 12 months after your termination date at no additional cost. Upon reactivation within the aforementioned timeframe your saved data will be accessible to you again. After 12 months have lapsed your account and all stored data including, but not limited to, emails, webpage, contacts, media files, etc., will be deleted from our servers and will not be available for restoration.

Upon cancellation, it is the Account Owner's responsibility to port all existing Twilio phone numbers associated with any active subscription to a new provider before the 30-day cancellation window expires. The process of porting must be initiated by the Account Owner and the new provider through Twilio directly. Once the 30-day cancellation period concludes, GreenRope reserves the right to relinquish and return any phone numbers still linked to a canceled subscription to Twilio. Upon return, GreenRope is not liable for any loss associated with any relinquished phone numbers. For any further inquiries or assistance regarding acquiring or porting phone numbers, Account Owners should reach out to Twilio or the new provider directly. This information will remain available to all Account Owners, throughout an active subscription, in the internal Help/Knowledgebase titled "Porting Your Twilio Number".

9. Limitation of Liability

GreenRope® provides the Store "as is" and without any warranty or condition, express, implied or statutory. To the fullest extent legally permitted, GreenRope® specifically disclaims any implied warranties of title, merchantability, and fitness for a particular purpose, accuracy of informational content and non-infringement. Account Owners assume total responsibility and risk for use of the Store. GreenRope® cannot guarantee continuous or secure access to its services and operation of the Store may be interfered with by factors outside of its control. GreenRope® shall not be liable for any loss of money, goodwill or reputation or special, indirect, or consequential damages arising out of Account Owners use of the Store or GreenRope®'s services.

10. BAA Subscription

Users have the option to add a Business Associate Agreement (BAA) to subscriptions for an additional fee. This BAA is designed to address the specific requirements of healthcare entities and their handling of protected health information (PHI). When a BAA is in effect, it will supersede certain terms of the standard Terms of Use agreement to the extent necessary to comply with applicable healthcare laws and regulations, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA). Users are advised to carefully review the BAA for details on the specific clauses that may override the standard Terms of Use. Users are responsible for ensuring that their use of system and services, with or without a BAA, complies with all relevant laws and regulations. In the event of any conflict between the BAA and the standard Terms of Use, the BAA shall take precedence in matters related to the handling and protection of PHI. For more information on adding a BAA to a subscription please contact our sales team.

Additional Terms for Members of Groups

A User who signs up as a member of a group on the GreenRope® Site shall be deemed a “Member”.  Members of groups may have additional benefits provided to them. There are no additional monthly fees charged to group members.

1. Transaction Fees

User, Member and Account Holder agree that PayPal and GreenRope® charge fees for payments made through the Site. Such transaction fee(s) are in addition to event and season fees. By providing your billing information through the GreenRope® and PayPal payment systems, User, Member and Account Holders expressly authorize PayPal and GreenRope® to automatically process all such fees. All transaction fees are non-refundable. PayPal is a third party vendor which provides on-line payment services.

2. Limitation of Liability

GreenRope® assumes no risk of liability in connection with these transactions, and any disputes shall be handled directly between the parties and not involve GreenRope® whatsoever.

Additional Terms for Sponsors

Individuals, companies, and other entities may choose to sponsor a GreenRope® group or company (hereinafter "Sponsors"). Sponsors and their sponsorships are displayed on the group Website, at the discretion of the group organizer. Some accounts provide an online mechanism for a third party to become a Sponsor directly through the group Website.

1. Transaction Fees

Users, Members and Account Holders agree that PayPal, BlueSnap, Stripe, Authorize.net, and GreenRope® charge fees for payments made through the Site by Sponsors to Account Owners. Such transaction fee(s) are in addition to sponsorship fees charged by the Account Owner. By providing User, Member, or Account Holder billing information through the GreenRope® and PayPal, BlueSnap, Stripe and Authorize.net payment systems, GreenRope® is expressly authorized to automatically process all such fees. All transaction fees are non-refundable. PayPal, BlueSnap, Stripe and Authorize.net are third party vendors which provide on-line payment services.

2. Limitation of Liability

GreenRope® assumes no risk of liability in connection with the transactions between Sponsors and Account Owners, and any dispute between a Sponsor and an Account Owner shall be handled directly between the Sponsor and Account Owner.

Exhibit A

Privacy Policy

1. General

GreenRope® is committed to protecting the privacy of any person or entity that uses, or makes use of its services, products, or system (“User” or “Users”). This privacy policy (hereinafter “Policy”) explains when and how personal information is collected, used, disclosed and protected with respect to the GreenRope®’s web site located at www.greenrope.com (the "Site"). The GreenRope.com domain is managed by Synchronous Technologies Group Inc, or STGI.net. By using the Site, the User fully understands and consents to the privacy practices described in this Policy, as reasonably modified from time to time by GreenRope®. User has carefully reviewed this Policy in order to fully understand the GreenRope® data privacy practices.  GreenRope, LLC is also covered by this privacy policy.

2. Personal Information

Personal Information shall be defined, but not limited to, as information that is specifically identifiable to a unique individual, information such as a name, address, individual’s telephone number, e-mail address, account number, information about an individual's activities if directly linked to that person (hereinafter “Personal Information”).  Personal Information also includes, but shall not be limited to, demographic information, such as date of birth, one’s gender, geographic area, and personal preferences if such information is identifiable and unique.
 

3. Personal Information We Collect

GreenRope® collects Personal Information from Users in a number of ways, examples of such are: when Users visit the GreenRope® Site, GreenRope® collects Personal Information when Users: (1) register and set up an account; or (2) contact GreenRope® by e-mail for any reason; or (3) Users enter contact information of clients or potential clients for the purpose of engaging with them through the use of the GreenRope platform.  When Users visit the GreenRope® web site or sites with GreenRope® tracking scripts embedded, some information is also automatically collected for the benefit of our Clients, such as the Users' computer's Internet Protocol (“IP”) address, Users' computer's operating system, the browser type, the address of a referring web site, and the time and date of Users visit and purchases. GreenRope® treats this information as Personal Information if it is combined with or linked to any of the identifying information mentioned above.  While these may be some examples of how GreenRope® can gather and obtain User Personal Information, User shall not consider this to be an exhaustive list. All Personal Information collected is for the express purpose of identity confirmation and fraud prevention, so GreenRope's servers and team can be assured accurate information is delivered to the correct individual using the software.
 

4. How We Use Personal Information

GreenRope® uses Personal Information to process User requests and provide Users with services, to inform Users about other products, to provide Users with products and/or services GreenRope® believes may be of interest to the User. When GreenRope® uses User Personal Information in its own marketing efforts, GreenRope® provides Users with options and do not disclose the User’s Personal Information to third parties, except as described in this Policy. Personal Information provided online may be linked together or merged with other Personal Information so that GreenRope® may confirm the identity of the user, better understand User needs, and inform Users about GreenRope® products or services. GreenRope® also uses User Personal Information to send Users informational e-mails, including without limitation to newsletters, notifications by account owners, project managers, forum moderators, group members, and reminders of event schedules and attendance.
 

5. Emails

If Users send emails through the GreenRope® Site, the User must understand that the email will include email address and any personal message included. Due to the nature of the e-mail being sent from the GreenRope® Site, these emails are not private communications and therefore are not confidential. GreenRope® has no responsibility to keep such information confidential if User sends emails through the GreenRope® Site.  User shall not use the Site or any software provided through the Site to send spam or content that violates this agreement or any other User agreement. To stop receiving emails from us or our clients, please click the link found at the bottom of each email or update your account preferences.
 

6. Security

GreenRope® has put security measures into place in an effort to protect User’s Personal Information while such information is under GreenRope® control. All Personal Information relating to Users are stored in a reasonably secure environment, separate from the Site. User’s account information is accessible online only through the use of a confidential password. To protect the confidentiality of Personal Information, User must keep its password confidential and not disclose it to any other person. User is solely responsible for all uses of the Site by any person using User password. User shall advise GreenRope® immediately if User believes its password has been misused or improperly obtained.
 

7. Control of Personal Information

GreenRope® gives the User the opportunity to opt-out of receiving communications from GreenRope®, and to limit the use and disclosure of the User’s own Personal Information for purposes other than which it was originally collected or subsequently authorized.  Every non-transactional email sent by GreenRope servers includes a link to manage preferences.  Use that link to opt-out of any communications from that sender. You can also opt out by sending an email to support@greenrope.com with a reference to the email you received.  GreenRope® does not sell, rent, or share Personal Information with third parties without User’s prior consent, except in the limited circumstances as described in this Policy.  GreenRope® acknowledges that EU individuals have the right to access the personal information that we maintain about them.  An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data, should direct his query to the contact information listed below. If requested to remove data, we will respond within a reasonable timeframe.

GreenRope® may share Personal Information with third-party vendors who assist GreenRope® in performing functions necessary to operate GreenRope®’s own business. These functions may include, but are not limited to, website hosting, credit card transaction processing, and data entry. GreenRope® limits User Personal Information shared with GreenRope® third-party vendors to that which GreenRope® believes is necessary to carry out those functions. In addition, GreenRope® may disclose Personal Information in the good faith belief that GreenRope® is lawfully authorized to do so, or that doing so is reasonably necessary to comply with legal process or authorities, respond to any claims, or to protect the rights, property or personal safety of GreenRope®, its users, its employees or the public.  GreenRope® also may be required to disclose an individual’s personal information in response to a lawful request by public authorities, including to meet national security or law enforcement requirements.  Information about GreenRope® Users, including Personal Information, may be disclosed or transferred as part of, or during negotiations of, any merger, sale of company assets or acquisition.

Notwithstanding any other provision, GreenRope® may also engage a data provider who may collect web log data from contacts in GreenRope® accounts (including IP address and information about browser or operating system), or place or recognize a unique cookie on such contacts' browsers to enable the delivery of customized content.   These cookies contain no personally identifiable information.  The cookies may reflect de-identified demographic or other data linked to data that GreenRope® users voluntarily have submitted to us, e.g., email address, that we may use to interface with a data provider solely in hashed, non-human readable form. To opt-out of these data provider cookies, please go to http://www.aboutads.info/choices
  

8.  EU-US and Swiss-US Privacy Shield

GreenRope® complies with the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union and Switzerland to the United States, respectively. GreenRope® has certified to the Department of Commerce that it adheres to the Privacy Shield Principles. If there is any conflict between the terms in this privacy policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov/participant?id=a2zt0000000TNYGAA4&status=Active.

In compliance with the US-EU and Swiss-US Privacy Shield Principles, GreenRope® commits to resolve complaints about your privacy and our collection or use of your personal information. European Union or Swiss individuals with inquiries or complaints regarding this privacy policy should first contact GreenRope® at:

GreenRope
Attn: Privacy Manager
249 South Highway 101, Suite 525
Solana Beach, CA 92075 USA

GreenRope® has further committed to refer unresolved privacy complaints under the EU-US and Swiss-US Privacy Shield Principles to an independent dispute resolution mechanism, the BBB EU PRIVACY SHIELD, operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit http://www.bbb.org/EU-privacy-shield/for-eu-consumers for more information and to file a complaint.

When a customer and GreenRope® have agreed by contract that transfers of personal information from the European Economic Area (“EEA”) or Switzerland will be transferred and processed pursuant to the Privacy Shield for the relevant services, when conducting those activities on behalf of its EEA/Swiss customers, GreenRope® holds and/or processes personal information provided by the EEA/Swiss customer at the direction of the customer. GreenRope® will then be responsible for ensuring that third parties acting as agents on its behalf meet the same standards. Pursuant to the Privacy Shield, GreenRope® remains liable for the transfer of personal data to third parties acting as our agents unless we can prove we were not a party to the events giving rise to the damages.

Please note that if your complaint is not resolved through these channels, under limited circumstances, a binding arbitration option may be available before a Privacy Shield Panel. GreenRope® is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC).

In July 2020, the Court of Justice of the European Union (CJEU) invalidated the Privacy Shield. While there are some issues that were raised outside the purview of GreenRope's ability to control, we do go through extraordinary lengths to secure all communication and data with and within our networks. Data is encrypted at rest and in transit. We do not share any personally identifiable information with any third parties without your prior, written consent. GreenRope remains a member of the Privacy Shield program and agrees and abides by the tenets of the program. 

9. EU General Data Protection Regulation

GreenRope® supports the tenets of the General Data Protection Regulation (GDPR). We collect a minimum amount of information, and we will ask for your consent to process any information that goes above and beyond the information we need to collect about you and your actions on our website. We do collect your IP address and store cookies on your browser for fraud protection and identity confirmation during the use of our website and while logged into the GreenRope® CRM application. We do this for your protection and for analyzing the use of our platform to provide you with the best user experience possible. If you choose to exercise any of your rights under the GDPR, we will comply to the fullest extent of the law. If you wish to contact GreenRope's Data Protection Officer (DPO), Lyle Hopkins, you may do so by emailing dpo@greenrope.com.

10. Policies for Users in Australia

If you are a Member who lives in Australia, this Section applies to you. We are subject to the operation of the Privacy Act 1988 (“Australian Privacy Act”).

Where we say we assume an obligation about Personal Information, we are also requiring our subcontractors to undertake a similar obligation, where relevant.

We will not use or disclose Personal Information for the purpose of our direct marketing to you unless: you have consented to receive direct marketing; you would reasonably expect us to use your personal details for the marketing; or we believe you may be interested in the material but it is impractical for us to obtain your consent. You may opt out of any marketing materials we send to you through an unsubscribe mechanism or by contacting us directly. If you have requested not to receive further direct marketing messages, we may continue to provide you with messages that are not regarded as “direct marketing” under the Australian Privacy Act, including changes to our terms, system alerts, and other information related to your account.

Our servers are primarily located in the United States. In addition, we or our subcontractors, may use cloud technology to store or process Personal Information, which may result in storage of data outside Australia. It is not practicable for us to specify in advance which country will have jurisdiction over this type of off-shore activity. All of our subcontractors, however, are required to comply with the Australian Privacy Act in relation to the transfer or storage of Personal Information overseas.

If you think the information we hold about you is inaccurate, out of date, incomplete, irrelevant or misleading, we will take reasonable steps, consistent with our obligations under the Australian Privacy Act, to correct that information upon your request.

If you are unsatisfied with our response to a privacy matter then you may consult either an independent advisor or contact the Office of the Australian Information Commissioner for additional help. We will provide our full cooperation if you pursue this course of action.

11. Cookies, IP Addresses and URLs

Automatically Collected Information: GreenRope® automatically receives certain types of Personal Information whenever a User interacts with GreenRope®. For example, when a User visits the Site, GreenRope® automatically collects the User IP address and the type of browser the User uses. Information may be automatically collected through the use of a term called "cookies." GreenRope® also collects various types of information called ‘clickstream information’, which is information about Users browsing behavior, such as IP address information, entry and exit points for the Site, search terms, web site addresses User visits, page views, and impressions. Cookies are also collected.  Cookies are small text files placed on Users hard drive by a web site when Users visit a particular website. These files identify a User’s computer and record a User’s preferences and other data about a User’s visit so that when the User returns to the site, the site knows who the User is, and can personalize the User visit. Most browsers automatically accept cookies as the default setting. Users can modify the setting to reject cookies or to prompt Users before accepting a cookie from the sites User visit by editing browser options. GreenRope® may place or recognize a unique cookie on Users browser to enable Users to receive customized content or services, as well as for fraud protection and identity confirmation. Any cookies made available to shopping carts or other tracking information sent to third parties will reflect only de-identified demographic or other data linked to data Users have voluntarily submitted to GreenRope®, will be encrypted, and will not be used to identify Users individually. If Users decide not to accept GreenRope® cookies, Users will still be able to access those parts of the GreenRope® site available to the general public, but Users may not be able to login or use the site's features or services, and Users may have a less satisfactory experience.
 

12. Links to Other Web Sites

The GreenRope® Site may contain links to other web sites. Any Personal Information User provides on the linked pages is provided directly to that third party and is subject to that third party's privacy policy. Except as described above, GreenRope® is not responsible for the content or privacy and security practices and policies of web sites to which GreenRope® links. Links from GreenRope®’s Site to third parties or to other sites are provided for User convenience. GreenRope® encourages Users to learn about their privacy and security practices and policies before providing them with Personal Information. 

13. Forms

The GreenRope® Site contains forms that Users may use to enter Personal Information. By submitting these forms, the User agrees that GreenRope has permission to accept, store, and process the data provided through the submission of the form. 

14. Policy Changes

GreenRope® reserves the right to change or alter this Policy at any time. GreenRope® may use User Personal Information for new, unanticipated uses not previously disclosed in this Policy. If GreenRope®’s privacy practices change, GreenRope® will post the policy changes to our web site and notify Users by indicating the date the privacy policy was last updated. GreenRope® encourages Users to check back at the GreenRope® Site periodically if the User is concerned about how the Users Personal Information is used. 

Exhibit B

Data Processing Agreement

This GreenRope Data Processing Agreement and its Annexes (“DPA”) reflects the parties’ agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the GreenRope Services under the GreenRope Terms of Service between you and us (also referred to in this DPA as the “Agreement”). 

This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Terms of Use, which may be specified in the Terms, an Order or an executed amendment to the Terms. In case of any conflict or inconsistency with the Terms of Use, this DPA will take precedence to the extent of such conflict or inconsistency.

We may update this Agreement from time to time. 

The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Terms of Use.

1. Definitions

“California Personal Information” means Personal Data that is subject to the protection of the CCPA.

"CCPA" means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018).

"Consumer", "Business", "Sell" and "Service Provider" will have the meanings given to them in the CCPA. 

“Controller” means 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.

“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and the data protection and privacy laws of Australia and Singapore; in each case as amended, repealed, consolidated or replaced from time to time. 

“Data Subject” means the individual to whom Personal Data relates.

"Europe" means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom. 

“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.

"European Data Protection Laws" means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"); and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance ("Swiss DPA"); in each case, as may be amended, superseded or replaced.  

“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).

"Permitted Affiliates" means any of your Affiliates that (i) are permitted to use the GreenRope Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the GreenRope Services. "Personal Data Breach" will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

"Privacy Shield" means the EU-U.S. and Swiss-US Privacy Shield self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to its Decision of July, 12 2016 and by the Swiss Federal Council on January 11, 2017 respectively; as may be amended, superseded or replaced.

"Privacy Shield Principles" means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision of July, 12 2016; as may be amended, superseded or replaced.

“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.

“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.

“Standard Contractual Clauses” means the standard contractual clauses for Processors annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021, in the form set out at Annex 4; as may be amended, superseded or replaced.

“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the GreenRope Services under the Agreement.  Sub-Processors may include third parties or our Affiliates but will exclude any GreenRope employee or consultant.  

2. Customer Responsibilities

a. Compliance with Laws. Within the scope of the Agreement and in its use of the services, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.

In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the GreenRope Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. You will inform us without undue delay if you are not able to comply with your responsibilities under this 'Compliance with Laws' section or applicable Data Protection Laws.

b. Controller Instructions. The parties agree that the Agreement (including this DPA), together with your use of the GreenRope Service in accordance with the Agreement, constitute your complete Instructions to us in relation to the Processing of Personal Data, so long as you may provide additional instructions during the subscription term that are consistent with the Agreement, the nature and lawful use of the GreenRope Service.

c. Security. You are responsible for independently determining whether the data security provided for in the GreenRope Service adequately meets your obligations under applicable Data Protection Laws. You are also responsible for your secure use of the GreenRope Service, including protecting the security of Personal Data in transit to and from the GreenRope Service (including to securely backup or encrypt any such Personal Data).

3. GreenRope Obligations

a. Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.

b. Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable GreenRope Services until such time as you issue new lawful Instructions with regard to the Processing.

c. Security. We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA ("Security Measures"). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures. 

d. Confidentiality. We will ensure that any personnel whom we authorize to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.

e. Personal Data Breaches. We will notify you without undue delay after we become aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.

f. Deletion or Return of Personal Data. We will delete or return all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of your GreenRope Service in accordance with the procedures set out in our Product Specific Terms. This term shall apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with our deletion practices. You may request the deletion of your GreenRope account after expiration or termination of your subscription by sending a request here. You may also cancel your account in accordance with the ‘Early Cancellation’ section of the Customer Terms of Service and request permanent deletion by following the instructions found here. You may retrieve your Customer Data from your account in accordance with our ‘Retrieval of Customer Data’ sections throughout our Product Specific Terms.

4. Data Subject Requests

The GreenRope Service provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests"). 

To the extent that you are unable to independently address a Data Subject Request through the GreenRope Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You shall reimburse us for the commercially reasonable costs arising from this assistance.

If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.

5. Sub-Processors

You agree that we may engage Sub-Processors to Process Personal Data on your behalf. We have currently appointed, as Sub-Processors, the GreenRope Affiliates and third parties listed in Annex 3 to this DPA. We will notify you if we add or replace any Sub-Processors listed in Annex 3 at least 30 days prior to any such changes, if you opt-in to receive such email prior to any such changes by completing the form available here.

Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.

6. Data Transfers

You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the GreenRope Service in accordance with the Agreement, and in particular that Personal Data may be transferred to and Processed by GreenRope, Inc. in the United States and to other jurisdictions where GreenRope Affiliates and Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

7. Additional Provisions for European Data

a. Scope. This 'Additional Provisions for European Data' section shall apply only with respect to European Data.

b. Roles of the Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are the Controller of European Data and we are the Processor.

c. Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.

d. Objection to New Sub-Processors. We will give you the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Personal Data within 30 days of notifying you in accordance with the ‘Sub-Processors’ section. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected GreenRope Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination). The parties agree that by complying with this sub-section (d), GreenRope fulfils its obligations under Sections 9 of the Standard Contractual Clauses.

e. Sub-Processor Agreements. For the purposes of Clause 9(c) of the Standard Contractual Clauses, you acknowledge that we may be restricted from disclosing Sub-Processor agreements but we shall use reasonable efforts to require any Sub-Processor we appoint to permit it to disclose the Sub-Processor agreement to you and shall provide (on a confidential basis) all information we reasonably can.

f. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities to the extent required by European Data Protection Laws.

g. Transfer Mechanisms for Data Transfers. 

(A) GreenRope shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.

(B) You acknowledge that in connection with the performance of the GreenRope Services, GreenRope, Inc. is a recipient of European Data in the United States. The parties acknowledge and agree the following:

a. Standard Contractual Clauses: The parties agree to abide by and process European Data in compliance with the Standard Contractual Clauses.
b. Privacy Shield: Although GreenRope, Inc. does not rely on the EU-US Privacy Shield as a legal basis for transfers of Personal Data in light of the judgment of the Court of Justice of the EU in Case C-311/18, for as long as GreenRope, Inc. is self-certified to the Privacy Shield GreenRope Inc will process European Data in compliance with the Privacy Shield Principles and let you know if it is unable to comply with this requirement.

(C) The parties agree that for the purposes of the Standard Contractual Clauses, (i) GreenRope, Inc. will be the "data importer" and Customer will be the "data exporter" (on behalf of itself and Permitted Affiliates); (ii) the Annexes of the Standard Contractual Clauses shall be populated with the relevant information set out in Annex 1 and Annex 2 of this DPA; (iii) where the GreenRope contracting entity under the Agreement is not GreenRope, Inc., such contracting entity (not GreenRope, Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by GreenRope, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity; and (iv) if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict.

(D) To extent that and for so long as the Standard Contractual Clauses as implemented in accordance with this DPA cannot be relied on by the parties to lawfully transfer Personal Data in compliance with the UK GDPR, the applicable standard data protection clauses issued, adopted or permitted under the UK GDPR shall be incorporated by reference, and the annexes, appendices or tables of such clauses shall be deemed populated with the relevant information set out in Annex 1 and Annex 2 of this DPA. 

(E) If for any reason GreenRope cannot comply with its obligations under the Standard Contractual Clauses or is breach of any warranties under the Standard Contractual Clauses, and you intend to suspend the transfer of European Data to GreenRope or terminate the Standard Contractual Clauses, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the GreenRope Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).

h. Demonstration of Compliance.We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections conducted by or your auditor in order to assess compliance with this DPA. You acknowledge and agree that you will exercise your audit rights under this DPA and Clause 8.9 of the Standard Contractual Clauses by instructing us to comply with the audit measures described in this 'Demonstration of Compliance' section. You acknowledge that the GreenRope Service is hosted by our data center partners who maintain independently validated security programs (including SOC 2 and ISO 27001) and that our systems are regularly tested by independent third party penetration testing firms. Upon request, we will supply (on a confidential basis) a summary copy of its penetration testing report(s) to you so that you can verify our compliance with this DPA.  Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year unless you have reasonable grounds to suspect non-compliance with the DPA.

8. Additional Provisions for California Personal Information

a. Scope. The 'Additional Provisions for California Personal Information' section of the DPA will apply only with respect to California Personal Information.

b. Roles of the Parties. When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.

c. Responsibilities. The parties agree that we will Process California Personal Information as a Service Provider strictly for the purpose of performing the GreenRope Services and Consulting Services under the Agreement  (the "Business Purpose") or as otherwise permitted by the CCPA, including as described in the 'Data Practices and Service Data' section of our Product Privacy Policy. 

9. General Provisions

a. Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment; No Waiver’ section of the Master Terms will apply.

b. Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.

c. Limitation of Liability. Each party and each of their Affiliates' liability, taken in aggregate,  arising out of or related to this DPA (and any other DPAs between the parties) and the Standard Contractual Clauses (where applicable), whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the 'Limitation of Liability' section of the Master Terms and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA).  For the avoidance of doubt, if GreenRope, Inc. is not a party to the Agreement, the ‘Limitation of Liability’ section of the Master Terms will apply as between you and GreenRope, Inc., and in such respect any references to ‘GreenRope’, ‘we’, ‘us’ or ‘our’ will include both GreenRope, Inc. and the GreenRope entity that is a party to the Agreement. In no event shall either party's liability be limited with respect to any individual's data protection rights under this DPA (including the Standard Contractual Clauses) or otherwise.

d. Governing Law. This DPA will be governed by and construed in accordance with the ‘Contracting Entity; ‘Applicable Law; Notice’ sections of the Jurisdiction Specific Terms, unless required otherwise by Data Protection Laws.

10. Parties to this DPA

a. Permitted Affiliates. By signing the Agreement, you enter into this DPA (including, where applicable, the Standard Contractual Clauses) on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms “Customer”, “you” and “your” will include you and such Permitted Affiliates.

b. Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.

c. Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.  

d. Other rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.

Annex 1 - Details of Processing

A. List of Parties

Data exporter:

Name: The Customer, as defined in the GreenRope Customer Terms of Service (on behalf of itself and Permitted Affiliates) 

Address: The Customer's address, as set out in the Order Form

Contact person’s name, position and contact details: The Customer's contact details, as set out in the Order Form and/or as set out in the Customer’s GreenRope Account

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the GreenRope GreenRope Services under the GreenRope Customer Terms of Service

Role (controller/processor): Controller

Data importer:

Name: GreenRope, Inc.

Address: 249 S Hwy 101, Suite 525, Solana Beach, CA 92075, USA 

Contact person’s name, position and contact details: Lyle Hopkins, Data Protection Officer, GreenRope, LLC., 249 S Hwy 101, Suite 525, Solana Beach, CA 92075, USA

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the GreenRope GreenRope Services under the GreenRope Customer Terms of Service

Role (controller/processor): Processor

B.  Description of Transfer

Categories of Data Subjects whose Personal Data is Transferred

You may submit Personal Data in the course of using the GreenRope Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:

Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.

Categories of Personal Data Transferred

You may submit Personal Data to the GreenRope Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data: 

a. Contact Information (as defined in the Master Terms).
b. Any other Personal Data submitted by, sent to, or received by you, or your end users, via the GreenRope Service.
c. Sensitive Data transferred and applied restrictions or safeguards
d. The parties do not anticipate the transfer of sensitive data.

Frequency of the transfer: Continuous

Nature of the Processing: Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities: 

1. Storage and other Processing necessary to provide, maintain and improve the GreenRope Services provided to you; and/or

2. Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.

Purpose of the transfer and further processing

We will Process Personal Data as necessary to provide the GreenRope Services pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the GreenRope Services.

Period for which Personal Data will be retained

Subject to the 'Deletion or Return of Personal Data' section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

C. Competent Supervisory Authority

For the purposes of the Standard Contractual Clauses, the supervisory authority that shall act as competent supervisory authority is either (i) where Customer is established in an EU Member State, the supervisory authority responsible for ensuring Customer's compliance with the GDPR; (ii) where Customer is not established in an EU Member State but falls within the extra-territorial scope of the GDPR and has appointed a representative, the supervisory authority of the EU Member State in which Customer's representative is established; or (iii) where Customer is not established in an EU Member State but falls within the extra-territorial scope of the GDPR without having to appoint a representative, the supervisory authority of the EU Member State in which the Data Subjects are predominantly located. In relation to Personal Data that is subject to the UK GDPR or Swiss DPA, the competent supervisory authority is the UK Information Commissioner or the Swiss Federal Data Protection and Information Commissioner (as applicable).

Annex 2 - Security Measures

This Annex forms part of the DPA.

We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Terms of Use.

a) Access Control

i)  Preventing Unauthorized Product Access

Outsourced processing: We host our Service with outsourced data center and cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the GreenRope Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.

Authentication: We implement a uniform password policy for our customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.

Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.

Application Programming Interface (API) access: Public product APIs may be accessed using an API key.

ii)  Preventing Unauthorized Product Use

We implement industry standard access controls and detection capabilities for the internal networks that support its products.

Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

Intrusion detection and prevention: We implement firewalls, restricted access load balancing, and other methods to protect hosted customer websites and other internet-accessible applications. Firewalls are designed to identify and prevent attacks against publicly available network services.

Static code analysis: Security reviews of code stored in our source code repositories is performed, checking for coding best practices and identifiable software flaws.

Penetration testing: We maintain relationships with industry recognized penetration testing service providers for four annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.

iii)    Limitations of Privilege & Authorization Requirements

Product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Employee roles are reviewed at least once every six months, and access is modified upon employee entry, exit, and changes in responsibility.

Background checks: All GreenRope employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All GreenRope employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

b) Transmission Control

In-transit: We make HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the GreenRope products. Our HTTPS implementation uses industry standard algorithms and certificates.

At-rest: We store user passwords following policies that follow industry standard practices for security.  We have implemented technologies to ensure that stored data is encrypted at rest. 

c) Input Control

Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.

Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement. 

d) Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.

Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.

Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.

Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.

Annex 3 - List of Sub-Processors

Third Party Sub-Processor: Olark
Purpose: Conversation & Chat Functionality
Applicable Service: Used to support conversations/chat features in the GreenRope product
Location: United States    

Third Party Sub-Processor: Rsync.net
Purpose: Disaster Recovery
Applicable Service: Used as a repository of encrypted, immutable data backups
Location: United States

Third Party Sub-Processor: Cloudflare
Purpose: Content Delivery Network
Applicable Service: Used as a web infrastructure and website security, providing content delivery network services, DDoS mitigation, internet security, and distributed domain name server services
Location: United States, with Data Centers located all around the world. Traffic will be automatically routed to the nearest data center.

Third Party Sub-Processor: Twilio, Inc
Purpose: Calling and messaging
Applicable Service: Used as a service which allows GreenRope calling, sending and received of text and voice messages
Location: United States

Annex 4 – Standard Contractual Clauses 

Module Two: Transfer Controller to Processor (C2P)

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)

have agreed to these standard contractual clauses (hereinafter: “Clauses”).

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8 - Clause 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9 - Clause 9(a), (c), (d) and (e);

(iv) Clause 12 - Clause 12(a), (d) and (f);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18 - Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 

Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II - OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union  (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation. 

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

(a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 business days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects.  The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject. 

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III - LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY
PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination- including those requiring the disclosure of data to public authorities or authorising access by such authorities - relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). 

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authorities, whether requests have been challenged and the outcome of such challenges, etc.). 

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. 

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV - FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a)    The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that these Clauses shall be governed in accordance with the 'Contracting Entity; Applicable Law; Notice’ section of the Jurisdiction Specific Terms or if such section does not specify an EU Member State, by the law of the Republic of Ireland (without reference to conflicts of law principles)

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of the jurisdiction specified in Clause 17.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

UK AND SWISS ADDENDUM TO THE STANDARD CONTRACTUAL CLAUSES

(a) This Addendum amends the Standard Contractual Clauses to the extent necessary so they operate for transfers made by the data exporter to the data importer, to the extent that the UK GDPR or Swiss DPA (as defined in the GreenRope Data Processing Addendum) apply to the data exporter’s processing when making that transfer.

(b) The Standard Contractual Clauses shall be amended with the following modifications:

(i) references to "Regulation (EU) 2016/679" shall be interpreted as references to the UK GDPR or Swiss DPA (as applicable);

(ii) references to specific Articles of "Regulation (EU) 2016/679" shall be replaced with the equivalent article or section of the UK GDPR or Swiss DPA (as applicable);

(iii) references to Regulation (EU) 2018/1725 shall be removed;

(iv) references to "EU", "Union" and "Member State" shall be replaced with references to the "UK" or "Switzerland" (as applicable);

(v) Clause 13(a) and Part C of Annex II are not used and the "competent supervisory authority" shall be the United Kingdom Information Commissioner or Swiss Federal Data Protection Information Commissioner (as applicable);

(vi) references to the "competent supervisory authority" and "competent courts" shall be replaced with references to the "Information Commissioner" and the "courts of England and Wales" or the "Swiss Federal Data Protection Information Commissioner" and "applicable courts of Switzerland" (as applicable);

(vii) in Clause 17, the Standard Contractual Clauses shall be governed by the laws of England and Wales or Switzerland (as applicable); and

(viii) to the extent the UK GDPR applies to the processing, Clause 18 shall be replaced to state: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts”; and

(ix) to the extent the Swiss DPA applies to the processing, Clause 18 shall be replaced to state: “Any dispute arising from these Clauses shall be resolved by the competent courts of Switzerland. The Parties agree to submit themselves to the jurisdiction of such courts”.

Terms of Use and Privacy Policy effective 11 Feb 2019. This policy was last updated 26 Apr 2022.