Courseau Data Processing Agreement (DPA)

In this DPA, capitalized terms not otherwise defined elsewhere or in the Principal Agreement shall have the following meanings:

“California Consumer Privacy Act of 2018” or “CCPA/CPRA” shall mean the California Civil Code Sec. 1798.100 et seq (also known as the California Consumer Privacy Act of 2018) and its implementing regulations, as amended effective January 1, 2023, by the California Privacy Rights Act and its implementing regulations of 2020 (Cal. Civ Code §§ 1798.100 to 1798.199.100), together with the CCPA Regulations (Cal. Code Regs. Tit. 11, §§7000 to 7102) which may be amended from time-to-time.

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

"Customer Personal Data" refers to personal data provided by or on behalf of the Customer (as set forth under Annex 1 to this DPA) or collected and processed by Courseau as a result of the Customer's use of the Courseau Platform under the Agreement.

“Data Protection Laws” means to the extent applicable, (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”) (“EU GDPR”); (ii) the Data Protection Act 2018 and EU GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (“UK GDPR”); (iii) the EU e-Privacy Directive (Directive 2002/58/ED); (iv) the Swiss Federal Act on Data Protection (“FADP”); (v) the CCPA/CPRA; (vi) Other State Laws (defined below) and (vii) any other data protection legislation applicable to the respective party in its role in processing of Customer Personal Data under the Principal Agreement.

"Other State Laws” may include the Colorado Privacy Act effective July 1, 2023 (the “CPA”); the Connecticut Data Privacy Act effective July 1, 2023 (the “CTDPA”); the Iowa Consumer Data Protection Act effective January 1, 2023 (the “ICDPA“); the Utah Consumer Privacy Act effective December 31, 2023 (the “UCPA”); or the Virginia Consumer Data Protection Act effective January 1, 2023 (the “VCDPA”).

"UK Standard Contractual Clauses" means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses in force 21 March 2022 between You and Courseau available at https://www.learnupon.com/learnupon-standard-contractual-clauses-uk/.

“Restricted Transfer” means a transfer of Personal Data from Customer to Supplier, where such transfer would constitute a transfer to a third country that would be prohibited by European Data Protection Laws in the absence of appropriate safeguards.

"Security Breach" means any act or omission that compromises the security, confidentiality, or integrity of personal information or the physical, technical, administrative, or organizational safeguards put in place to protect it under Data Protection Laws.

“Standard Contractual Clauses” means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021.

“Standard Contractual Clauses (Processor-to-Controller)" means the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 between processors and controller (module 4), as approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 between You and Courseau available at https://www.learnupon.com/learnupon-standard-contractual-clauses-p2c/.

"Standard Contractual Clauses (Processor-to-Processor)" means the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 between processors and processors (module 3), as approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 available at https://www.learnupon.com/learnupon-standard-contractual-clauses-p2p/.

“Supervisory Authority” means, as applicable, a Supervisory Authority as defined under European Data Protection Laws or a relevant regulatory authority with regard to other Data Protection Laws.

The Parties shall at all times comply with applicable Data Protection Laws and may take such actions as they, in their sole discretion, deem necessary to comply with Data Protection Laws. The parties shall reasonably cooperate in good faith to make any changes to this Addendum or their actions hereunder which are necessary in connection with such compliance.

The Parties acknowledge that for the purposes of the Data Protection Laws, You are either the “data controller” or “processor” with respect to Customer Personal Data, and Courseau is the “data processor”. Annex 1 sets out the scope, nature and purpose of processing by Courseau by LearnUpon, the duration of the processing, the types of personal data and categories of data subject and Annex 2 sets out the minimum-security measures that Courseau shall adhere to when processing personal data on Your behalf.

Courseau shall, as a data processor and in relation to personal data that it processes on behalf of You comply with its obligations set out in this clause 3. You shall comply with Your obligations as set out in this clause 2.

Courseau shall act only in accordance with this DPA, the Principal Agreement and with Your instructions in relation to the processing of personal data (including instructions in relation to the return or destruction of personal data). In the event that a legal requirement prevents Courseau from complying with such instructions or requires Courseau to disclose the personal data to a third party, Courseau shall, unless such legal requirement prohibits it from doing so, inform You of the relevant legal requirement before carrying out the relevant processing activities.

2.1. Processing of Personal Data under the CCPA/CPRA and Other State Laws
Where the CCPA/CPRA applies, the terms “business,” “combine,” “commercial purpose,” “consumer,” “contractor,” “personal information,” “processing,” “sell,” “share,” and “service provider” shall have the meanings given to such terms in CCPA/CPRA. Where the Other State Laws apply, the terms “consumer,” “controller,” “processing,” “processor,” “sell” (and its corresponding “sale”) and “targeted advertising” shall have the meanings given to such terms in the applicable Other State Laws, and the term “personal information” shall have the same meaning as the term “personal data” as such term is defined in the applicable Other State Laws.

Courseau shall comply with all requirements of the CCPA/CPRA that are applicable to service providers and contractors and all requirements of the applicable Other State Law that are applicable to processors. Without limiting the foregoing, during the term of the Principal Agreement and thereafter, Courseau shall: (i) not retain, use, share, combine, or disclose the personal information for any purpose (including any commercial purpose) other than for the specific purpose of performing the Services contemplated by the Principal Agreement; (ii) not retain, use, share, combine, or disclose the personal information outside of the direct business relationship between Courseau and the Customer; (iii) not sell or share the personal information to any third parties; (iv) not process the personal information for the purposes of targeted advertising; (v) promptly (and in any case within thirty days of receipt) comply with the Customer’s written instructions associated with responding to any consumer’s request to exercise the consumer’s rights under the CCPA/CPRA or the applicable Other State Law; (vi) and implement, maintain and adhere to a written data security program (as set out in Annex 2) that features reasonable security policies, procedures and practices appropriate to the nature of the information and consistent with industry best practices, in order to protect the personal information from unauthorized access, use, modification, exfiltration, theft or disclosure.

2.2 Relationship of the Parties Under the CCPA and Other State Laws.
The parties acknowledge and agree that the Customer is a business and Courseau is a service provider or contractor to the Customer under the CCPA/CPRA, and Customer is a controller and Courseau is a processor under the Other State Laws. Courseau will only process, retain, use, or disclose the Personal Information to the extent, and in such a manner, as is necessary for the business purpose in accordance with the Customer’s written instructions.

Courseau shall take reasonable steps to ensure the reliability of staff having access to the personal data and that all staff to whom it discloses personal data are made aware that the personal data is confidential information of Yours and subject to this DPA and shall ensure that the staff have committed themselves to confidentiality. Courseau shall have and maintain technical and organisational measures appropriate to the risks that are presented by the processing, in accordance with Data Protection Laws, to prevent unauthorised or unlawful processing of personal data and accidental loss or destruction of, or damage to, personal data, including operating a security strategy. Courseau shall maintain such security measures for as long as it is processing the personal data on Your behalf.

Customer is responsible for implementing its own appropriate measures to ensure a level of security appropriate to the Customer Personal Data.

Courseau shall, at Your expense, assist You by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Your obligation to respond to requests for exercising the data subject rights laid down in the Data Protection Laws.

Courseau shall notify You within 72 hours if it discovers any Security Breach involving the personal data and shall promptly investigate the cause and effects of the Security Breach. Each party will co-operate with the other, to the extent reasonably requested, in relation to any notifications to Supervisory Authorities or to data subjects which are required following such Security Breach.

Courseau shall promptly provide You with reasonable cooperation and assistance in respect of the Security Breach and all information in Courseau by LearnUpon's possession concerning the Security Breach.

Courseau shall notify You if it receives a request from a data subject regarding the personal data. Upon Your reasonable request and at Your expense, Courseau shall provide You with assistance as necessary to Your fulfillment of its obligations under applicable Data Protection Laws to respond to data subject requests relating to the personal data.

Courseau shall, at Your expense, provide reasonable assistance to You in ensuring compliance with Your obligations set out under Articles 32–36 of the GDPR to:

• Ensure the security of processing;
• Notify the relevant Supervisory Authority, and any data subject(s), where relevant, of any Security Breach;
• Carry out any data protection impact assessments (each a "DPIA") of the impact of the processing on the protection of personal data;
• and Consult the relevant Supervisory Authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of measures taken by You to mitigate the risk.

4.1 Assistance to Customer under CCPA/CPRA or Other State Laws.
Courseau shall reasonably cooperate with the Customer in responding to any consumer’s request to exercise the consumer’s rights under the CCPA/CPRA and/or Other State Laws, as applicable.

In the event that any consumer makes a request directly to Courseau with respect to exercising its rights under the CCPA/CPRA and/or an Other State Law, Courseau shall notify the Customer without unreasonable delay, consistent with: (i) the legitimate needs of law enforcement, and (ii) any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system, and forward a copy of the consumer’s request to the Customer, unless legally prohibited from doing so. Courseau shall not respond directly to any such consumer request without the Customer’s prior authorization, except and only to the extent Courseau is legally compelled to do so. If Courseau is legally compelled to respond to such a consumer request, then Courseau shall provide the Customer with a copy of Courseau by LearnUpon’s response.

4.2 Customer’s Responsibilities under CCPA/CPRA or Other State Laws.
The Customer retains control of the Personal Information and remains responsible for its compliance obligations under the applicable Privacy and Data Protection Requirements, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to Courseau by LearnUpon.

Courseau shall, at Your choice, destroy or return all personal data to You at the end of the provision of services relating to processing and, within a reasonable amount of time, delete existing copies unless applicable law requires the storage of the personal data.

Courseau shall make available to You, at Your expense, all information necessary to demonstrate compliance with the obligations laid down in Data Protection Laws and this DPA. In addition, Courseau shall allow for and contribute to audits. Such audits shall be at Your expense and may include inspections conducted by You or another auditor authorised by You.

Such inspections and/or audits shall be agreed in advance with Courseau and carried out on reasonable notice, at reasonable intervals and during normal business hours of Courseau and upon production of appropriate identity evidencing authority. You undertake to ensure avoidance of disruption (or at least minimise disruption, where avoidance is not possible) to the day-to-day operations of Courseau by LearnUpon’s business and/or damage or injury to Courseau by LearnUpon’s equipment, premises, personnel.

You acknowledge and accept that the provision of the Courseau Services under the Principal Agreement may require the processing of personal data in countries outside the European Economic Area (“EEA”) or the UK from time to time.

If, in the performance of this DPA and/or the Principal Agreement, Courseau transfers any personal data to You or a sub-processor outside of the EEA or the UK to which no specifically approved safeguard(s) for data transfers (as recognized under Data Protection Laws) and/or a European Commission finding of adequacy applies:

• the Standard Contractual Clauses (Processor-Controller) will apply with respect to all such transfers to You outside of the EEA and the UK Standard Contractual Clauses will apply for Restricted Transfers outside the UK;
• and the Standard Contractual Clauses (Processor-Processor) shall apply to such transfers to sub-processors outside the EEA and the UK Standard Contractual Clauses will apply for Restricted Transfers outside the UK.

Courseau uses sub-processors for the purposes of providing access to, ongoing support and development of the Courseau Platform. Courseau maintains a list of all the sub-processors it uses at the following URL: https://zendpa.com/t/adjektiv/subprocessors, which may be updated from time to time upon thirty days’ notice to You provided by email. You provide Your general consent to the use by Courseau of these sub-processors.

If You have a reasonable objection to any new or replacement sub-processor, You shall notify Courseau of such objections in writing within ten (10) days of the notification and the Parties will seek to resolve the matter in good faith.

• If Courseau is able to provide the Services to You in accordance with the Principal Agreement without using the sub-processor and decides in its discretion to do so, then You will have no further rights under this clause.
• If Courseau requires to use the sub-processor and is unable to satisfy You as to the suitability of the sub-processor or the documentation and protections in place between Courseau and the sub-processor within sixty (60) days from Your notification of objections, You may, within thirty (30) days of the end of the sixty (60) day period, terminate the Principal Agreement or applicable Order Form only in relation to the Services to which the proposed new sub-processor's processing of personal data relates.
• Courseau may use a new or replacement sub-processor whilst the objection procedure is in process.

Courseau shall, where it engages a sub-processor, use reasonable endeavours to ensure that the same data protection obligations as set out in this DPA shall be imposed on that sub-processor by way of contract or other legal act under Data Protection Laws ("Relevant Terms"). Courseau shall procure the performance by such sub-processor of the Relevant Terms and shall be directly liable to You for any breach by such person of any of the Relevant Terms.

If Courseau permits processing by a sub-processor located outside of the EEA to which no specifically approved safeguard(s) apply, Courseau shall put in place the European Commission's Standard Contractual Clauses and the UK Standard Contractual Clauses for Restricted Transfers outside the UK to processors established in third countries (Processor-to-Processor).

8.1 Subprocessing under CCPA/CPRA or Other State Laws.
If Courseau authorizes any subprocessor to process personal information, Courseau shall enter into a written agreement with such subprocessor that (i) includes all required terms to ensure that such subprocessor is deemed a service provider or contractor within the meaning of the CCPA/CPRA, and (ii) requires subprocessor to be bound by terms that are substantially the same as Courseau by LearnUpon’s duties and obligations under this DPA.

Courseau shall remain primarily liable for any breach or non-compliance of the CCPA/CPRA and/or the Other State Laws by the subprocessor.

For purposes of this Section 10, “Customer Personal Data” shall include “personal information” (as that term is defined under CCPA) that Customer uploads into the Services that is processed by Courseau by LearnUpon. Courseau is a “service provider” as defined in CCPA. Courseau will not:

• retain, use, or disclose Customer Personal Data for any purpose other than providing the Services;
• retain, use, or disclose Customer Personal Data outside of the direct business relationship between Courseau and Customer;
• sell or share Customer Personal Data (as the terms “sell” and “share” are defined in CCPA); or
• combine Customer Personal Data with personal information that Courseau has received from another Courseau customer, except as permitted under CCPA.

Courseau will notify You if Courseau determines that Courseau can no longer comply with its obligations as a service provider under CCPA. You have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information that is protected under CCPA.

• Consents. You warrant and represent that You have obtained and/or have in place, all necessary consents, approvals and/or valid legal basis for the lawful transfer of personal data to Courseau for the purposes of this DPA and the provision of services by Courseau by LearnUpon.
• Third-Party Services. Your access and use of any Third Party Services is governed solely by the terms and conditions and privacy policies of such Third Party Services.
• Obligations under the Principal Agreement. Nothing in this DPA reduces either Party’s obligations under the Principal Agreement in relation to the protection of personal data.
• Order of Precedence. In the event of any conflict or inconsistency between this DPA and any Standard Contractual Clauses or the UK Standard Contractual Clauses, the Standard Contractual Clauses or the UK Standard Contractual Clauses shall prevail. Otherwise, in the event of inconsistencies between the provisions of this DPA and any other agreements between the Parties (including the Principal Agreement), the provisions of this DPA shall prevail.
• Severance. Should any provision of this DPA be invalid or unenforceable, the remainder shall remain valid and in force, and the invalid provision shall be amended or construed to preserve the Parties’ intentions.
• Variation. The Parties may amend, replace or vary the terms of this DPA to reflect any changes in Data Protection Laws or a new requirement under such law by executing a signed addendum.
• Governing Law. This DPA shall be governed by and construed in accordance with the laws of Ireland and the parties submit to the jurisdiction of the courts of Dublin Ireland in respect of any claim or matter arising under this DPA, unless governed exclusively by CCPA/CPRA or an Other State Law.

• NATURE AND PURPOSE OF PROCESSING: Courseau will process Personal Data as necessary to perform the Services pursuant to the Principal Agreement, as further specified in the Documentation, and as further instructed by You in Your use of the Services.
• DURATION OF PROCESSING: Courseau will process Personal Data for the duration of the Principal Agreement, unless otherwise agreed upon in writing.
• CATEGORIES OF DATA SUBJECTS: Personal Data may relate to the following categories of data subjects, as determined and controlled by You:
  • Authorised Users
  • Your employees
  • Your consultants
  • Your customers
  • Your contractors
  • Third Parties with which You conduct business
• CATEGORIES OF PERSONAL DATA: Personal Data may include, but is not limited to, the following categories, as determined and controlled by You:
  • First and last name
  • Email
  • IP address
  • Profile images
  • Phone number
• CCPA/CPRA AND OTHER STATE LAW CRITERIA: The Customer discloses Personal Information to Courseau only for the limited and specified business purpose, and Courseau may process the general Personal Information categories and related types of Data Subjects listed above to fulfill the business purpose of the Principal Agreement.

SECURITY POLICIES AND MANAGEMENT
Courseau shall ensure senior management assigns security responsibility and reviews the implementation of security requirements through an organization-wide security policy (“Information Security Policy”). This policy shall protect Your Confidential Information with at least the same level of protection that Courseau uses for similarly classified information.

• Courseau shall conduct/review annual security risk assessments.
• Personnel, subcontractors, and external service providers shall sign non-disclosure agreement.
• Courseau shall ensure an appropriate exit procedure for personnel, including disabling user access and returning assets.

TRAINING
Courseau shall conduct information security training during employee induction and at least once per year thereafter, with emphasis on the proper handling of Your Confidential Information. Courseau shall also have a policy to define acceptable usage of its systems.

SECURITY INCIDENT RESPONSE AND BUSINESS CONTINUITY
Courseau shall maintain a 24/7 security incident response plan (“Security Response Plan”) and comply with its procedures.

• Courseau shall notify You in the event of a breach of security within 72 hours upon becoming aware of the incident, unless directed otherwise by law enforcement.
• A disaster identification and recovery system must be maintained to deal with business continuity.

ACCESS CONTROLS
Courseau shall implement and maintain reasonable and appropriate access controls to protect Your Confidential Information against unauthorized access, use, disclosure, deletion, loss, or alteration. Measures include:

• Logical Segmentation: Your Confidential Information is logically segmented from other customers’ information.
• Physical Access Controls: Reasonable measures to ensure physical and logical security controls against unauthorized intrusion into premises.
• System Access Controls: Reasonable measures to prevent Personal Data from being used without authorization, including : up to date anti-virus software, strong authentication (two-factor) for remote workers and those with administrative privileges, encryption on portable devices, and a patch management process.
• Data Access Controls: Access to Confidential Information is restricted to explicitly authorised individuals with a business need.
• Transmission Controls: Secure transfer of Personal Data using encryption technologies (modern strong encryption cyphers) during transmission and storage, and transmission over TLS or other secure channels for cloud service providers.
• Data Backup: Regular back-up of databases and ability to restore availability and access to Confidential Information in a timely manner.