This MemberVault Data Processing Addendum (“Addendum”) amends the MemberVault Terms of Service (the “Agreement”) by and between you and Conure Studios LLC DBA MemberVault (“MemberVault”)
(a) “Data Protection Legislation” refers to European Directives 95/46/EC and 2002/58/EC, and any legislation and/or regulation implementing or made pursuant to them, or which amends or replaces any of them (including the General Data Protection Regulation, Regulation (EU) 2016/679);
(b) “Data Processor”, “Data Subject”, “Processor”, “Processing”, “Subprocessor”, and “Supervisory Authority” shall be interpreted in accordance with applicable Data Protection Legislation;
(c) “Personal Data” as used in this Addendum means information relating to an identifiable or identified Data Subject who visits or engages with or participates in your online product or site (a “User”), which MemberVault Processes as a Data Processor in the course of providing you with the Services. Notwithstanding the foregoing sentence, Personal Data does not include information that MemberVault processes in the context of services that it provides directly to a consumer, and
(d) All other capitalized terms in this Addendum shall have the same definition as in the Agreement.
2.1.Where a Data Subject is located in the European Economic Area, that Data Subject’s Personal Data will be processed by MemberVault based in the United States of America.
2.2. When MemberVault Processes Personal Data in the course of providing the Services, MemberVault will:
2.3 In the course of providing the Services, you acknowledge and agree that MemberVault may use Subprocessors to Process the Personal Data. MemberVault’s use of any specific Subprocessor to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a contract between MemberVault and Subprocessor.
3.1 In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, any and all liability under this Addendum, including limitations thereof, will be governed by the relevant provisions of the Agreement. You acknowledge and agree that MemberVault may amend this Addendum from time to time by posting the relevant amended and restated Addendum on MemberVault’s website (https://membervault.co/dpa/), and such amendments to the Addendum are effective as of the date of posting. Your continued use of the Services after the amended Addendum is posted to MemberVault’s website constitutes your agreement to, and acceptance of, the amended Addendum. If you do not agree to any changes to the Addendum, do not continue to use the Service.
3.2 Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties.
3.3 The terms of this Addendum shall be governed by and interpreted in accordance with the laws of the state of Washington and the laws of the United States of America applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the state of Washington with respect to any dispute or claim arising out of or in connection with this Addendum.