Data Processing Agreement
How Claritysoft processes personal data on behalf of its customers when providing Claritysoft CRM and our services.
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This DPA is entered into between Claritysoft LLC, an Ohio limited liability company, and the Customer, and is incorporated into and governed by the terms of the Terms of Service (TOS).
Definitions
Any capitalized term not defined in this DPA shall have the meaning given to it in the TOS.
“TOS” means Claritysoft’s Terms of Service at https://claritysoft.com/terms/, including any Order Forms that reference it, which is the agreement between Claritysoft LLC and the Customer for the provision of the Services.
“Controller” means the Customer.
“Data Protection Laws” means all laws that apply to the processing of Personal Data under the TOS, including, as applicable, the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the UK GDPR and UK Data Protection Act 2018, and United States state consumer privacy laws, including the California Consumer Privacy Act, as amended (“CCPA”).
“Data Subject” means the identified or identifiable natural person to whom Personal Data relates.
“DPA” means this data processing agreement together with its Annex 1 and the Security Documentation.
“Personal Data” means any information contained in Customer Data that relates to an identified or identifiable natural person, including “personal data” and “personal information” as defined in applicable Data Protection Laws.
“Processor” means Claritysoft LLC.
“Security Documentation” means the security documents located at https://claritysoft.com/security as amended from time to time, or as otherwise made available by the Processor to the Controller.
“Standard Contractual Clauses” means the standard contractual clauses approved by the European Commission in Implementing Decision (EU) 2021/914 and, for transfers subject to the UK GDPR, the International Data Transfer Addendum issued by the UK Information Commissioner.
“Subsidiary” means any entity that directly or indirectly controls, is controlled by, or is under common control of a party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of a party.
“Subprocessor” means any person or entity engaged by Claritysoft LLC (including a Subsidiary) to process Personal Data in the provision of the Services to the Customer, and has the same meaning as “Subprocessor” in the TOS.
Purpose
The Processor has agreed to provide the Services to the Controller in accordance with the terms of the TOS. In providing the Services, the Processor shall process Customer Data on behalf of the Controller. Customer Data may include Personal Data. The Processor will process and protect such Personal Data in accordance with the terms of this DPA.
Where the Controller enables AI Features under the TOS, processing of Customer Data by AI Features and the Subprocessors that support them is part of the Services. The Processor will not use Personal Data to train artificial intelligence models and will not permit its Subprocessors to do so. Third-party AI tools that the Controller connects to the Services, including through Claritysoft’s MCP server, are Third-Party Services under the TOS and are not Subprocessors.
Scope
In providing the Services to the Controller pursuant to the terms of the TOS, the Processor shall process Personal Data only to the extent necessary to provide the Services in accordance with both the terms of the TOS and the Controller’s instructions documented in the TOS and this DPA.
Processor Obligations
The Processor may collect, process or use Personal Data only within the scope of this DPA.
The Processor confirms that it shall process Personal Data on behalf of the Controller and shall take steps to ensure that any natural person acting under the authority of the Processor who has access to Personal Data does not process the Personal Data except on instructions from the Controller.
The Processor shall promptly inform the Controller if, in the Processor’s opinion, any of the instructions regarding the processing of Personal Data provided by the Controller breach any applicable Data Protection Laws.
The Processor shall ensure that all employees, agents, officers and contractors involved in the handling of Personal Data: (i) are aware of the confidential nature of the Personal Data and are contractually bound to keep the Personal Data confidential; (ii) have received appropriate training on their responsibilities as a data processor; and (iii) are bound by the terms of this DPA.
The Processor shall implement appropriate technical and organizational procedures to protect Personal Data, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
The Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: (i) the encryption of Personal Data; (ii) the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. In assessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
The technical and organizational measures detailed in the Security Documentation shall be at all times adhered to as a minimum security standard. The Controller accepts and agrees that the technical and organizational measures are subject to development and review and that the Processor may use alternative suitable measures to those detailed in the Security Documentation, provided that such updates and modifications do not result in the degradation of the overall security of the Services.
Where Personal Data subject to the GDPR or UK GDPR is transferred to a country that has not been recognized as providing an adequate level of protection, the transfer shall be made under a lawful transfer mechanism, such as: (i) the EU-US Data Privacy Framework, including its UK Extension, where the recipient is certified; (ii) the Standard Contractual Clauses, as incorporated and completed in Claritysoft’s International Data Transfer Addendum available at [URL] or on request, which forms part of this DPA for the transfers to which it applies; or (iii) Binding Corporate Rules or another safeguard recognized under the applicable Data Protection Laws.
To the extent the CCPA applies, the Processor acts as the Controller’s service provider and shall not: (i) sell or share Personal Data; (ii) retain, use, or disclose Personal Data for any purpose other than providing the Services or as otherwise permitted by the CCPA; (iii) retain, use, or disclose Personal Data outside the direct business relationship between the Processor and the Controller; or (iv) combine Personal Data with personal information it receives from other sources, except as permitted by the CCPA.
Taking into account the nature of the processing and the information available to the Processor, the Processor shall assist the Controller by having in place appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subject’s rights and the Controller’s compliance with the Controller’s data protection obligations in respect of the processing of Personal Data.
Controller Obligations
The Controller represents and warrants that it shall comply with the terms of the TOS, this DPA and all applicable Data Protection Laws.
The Controller represents and warrants that it has obtained any and all permissions and authorizations necessary to permit the Processor, its Subsidiaries and Subprocessors to exercise their rights or perform their obligations under this DPA.
The Controller is responsible for compliance with all applicable Data Protection Laws, including requirements with regard to the transfer of Personal Data under this DPA and the TOS.
All Subsidiaries of the Controller who use the Services shall comply with the obligations of the Controller set out in this DPA.
The Controller has its own obligations to implement appropriate technical and organizational procedures to protect Personal Data, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The Controller shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate: (i) the pseudonymisation and encryption of Personal Data; (ii) the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. In assessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed. The Controller shall take steps to ensure that any natural person acting under the authority of the Controller who has access to Personal Data does not process the Personal Data except on instructions from the Controller.
The Controller may require correction, deletion, blocking and/or making available the Personal Data during or after termination of the TOS, subject to Section 9. The Processor will process the request to the extent it is lawful, and will reasonably fulfil such request in accordance with its standard operational procedures to the extent possible.
The Controller acknowledges and agrees that some instructions from the Controller, beyond deletion and export using the functionality provided by the Services, may result in additional fees. In such case, the Processor will notify the Controller of such fees in advance unless otherwise agreed.
Subprocessors
The Controller acknowledges and agrees that: (i) Subsidiaries of the Processor may be used as Subprocessors; and (ii) the Processor and its Subsidiaries respectively may engage Subprocessors in connection with the provision of the Services.
The Processor shall enter into a written agreement with each Subprocessor that imposes data protection obligations no less protective than those set out in this DPA, to the extent applicable to the services the Subprocessor provides.
Transfers of Personal Data to Subprocessors are subject to the transfer requirements in Section 4.
The Processor shall make available to the Controller the current list of Subprocessors at https://claritysoft.com/dpa/sub-processors/, which shall include the identities of Subprocessors, the purpose of their processing, and their country of location. During the term of this DPA, the Processor shall provide the Controller with at least thirty (30) days’ prior notice, via email or in-application notice, before authorizing any new or replacement Subprocessor to process Personal Data in connection with the provision of the Services.
The Controller may object to a new or replacement Subprocessor on reasonable data protection grounds by written notice to the Processor within the thirty (30) day notice period. If the Subprocessor supports an optional feature that the Controller can disable, such as AI Features, disabling that feature is the Controller’s remedy. Otherwise, the parties will discuss the Controller’s concerns in good faith, and if they cannot resolve them, the Controller may terminate those Services which cannot be provided by the Processor without the use of the new or replacement Subprocessor, and the Processor will refund the Controller any prepaid fees covering the remainder of the then-current term for such terminated Services. This Section 6 states the Controller’s sole remedy for an objection to a Subprocessor.
Liability
The limitations on liability set out in the TOS apply to all claims made pursuant to any breach of the terms of this DPA.
The parties agree that the Processor shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Subprocessors to the same extent the Processor would be liable if performing the services of each Subprocessor directly under the terms of the DPA, subject to any limitations on liability set out in the terms of the TOS.
The parties agree that the Controller shall be liable for any breaches of this DPA caused by the acts and omissions or negligence of its Subsidiaries as if such acts, omissions or negligence had been committed by the Controller itself.
The Controller shall not be entitled to recover more than once in respect of the same claim.
Audit
Upon the Controller’s written request, no more than once in any twelve (12) month period or following a Data Breach, the Processor shall provide information reasonably necessary to demonstrate its compliance with this DPA, including the Security Documentation and any available third-party audit reports. If that information is not sufficient to demonstrate compliance with applicable Data Protection Laws, the Processor shall reasonably cooperate with an audit conducted at the Controller’s expense, on at least thirty (30) days’ notice, during normal business hours, and subject to reasonable confidentiality obligations.
Data Deletion
The Controller may delete Personal Data using the functionality provided by the Services. For certain deletions, a recovery feature is offered by the Processor to enable recovery from accidental deletions for up to seven (7) days. This may be overridden by the Processor. After any recovery period, the Processor will permanently delete the Personal Data from the live systems.
On termination, the Controller has the option to request the return or deletion of Personal Data. This request must be made within fourteen (14) days of termination, consistent with the TOS. The Processor will make the data available for download by the Controller in a machine-readable format. Thereafter the Processor will permanently delete the Personal Data from the live systems in any event, and from backups in accordance with its normal backup rotation.
Notification of Data Breach
The Processor shall notify the Controller without undue delay after becoming aware of (and in any event within 72 hours of discovering) any accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access to any Personal Data (“Data Breach”).
The Processor will take all commercially reasonable measures to secure the Personal Data, to limit the effects of any Data Breach and to assist the Controller in meeting the Controller’s obligations under applicable law.
The Processor’s notification of, or response to, a Data Breach under this Section 10 will not be construed as an acknowledgement by the Processor of any fault or liability with respect to the Data Breach.
The Processor will not assess the content of the Controller’s data in order to identify information subject to any specific legal requirement. The Controller is solely responsible for complying with data breach notification laws applicable to the Controller and fulfilling any third-party notification obligations related to any Data Breach.
Compliance, Cooperation and Response
If the Processor receives a request from a Data Subject in relation to Personal Data, the Processor will refer the Data Subject to the Controller unless otherwise prohibited by law. The Controller shall reimburse the Processor for all costs incurred resulting from providing reasonable assistance in dealing with a Data Subject request or assisting the Controller in complying with its duties. In the event that the Processor is legally required to respond to the Data Subject, the Controller will fully cooperate with the Processor as applicable.
The Processor will notify the Controller promptly of any request or complaint regarding the processing of Personal Data which adversely impacts the Controller, unless such notification is not permitted under applicable law or a relevant court order.
The Processor may make copies of and/or retain Personal Data in order to comply with its legal or regulatory requirements including, but not limited to, retention requirements.
The parties acknowledge that it is the duty of the Controller to notify the Processor within a reasonable time of any changes to Data Protection Laws, codes or regulations applicable to the Controller which may affect the contractual duties of the Processor. The Processor shall respond within a reasonable timeframe in respect of any changes that need to be made to the terms of this DPA or to the technical and organizational measures to maintain compliance. If the parties agree that amendments are required, but the Processor is unable to accommodate the necessary changes, the Controller may terminate the part or parts of the Services which give rise to the non-compliance. To the extent that other parts of the Services provided are not affected by such changes, the provision of those Services shall remain unaffected.
The Controller and the Processor and, where applicable, their representatives, shall cooperate, on request, with a supervisory data protection authority in the performance of their respective obligations under this DPA.
The parties agree that the Processor will be entitled to charge the Controller additional fees to reimburse the Processor for its staff time, costs and expenses in assisting the Controller, when the Controller requests the Processor to provide assistance pursuant to this DPA. In such cases, the Processor will notify the Controller of its fees for providing assistance, in advance.
Term and Termination
The term of this DPA shall coincide with the term of the TOS, and this DPA shall terminate automatically upon termination or expiration of the TOS, except that the Processor’s obligations under this DPA continue for as long as it retains Personal Data.
Should a provision of this DPA be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
General
This DPA sets out the entire understanding of the parties with regard to its subject matter. If there is a conflict between this DPA and the TOS regarding the processing of Personal Data, this DPA controls. This DPA is governed by the governing law and venue provisions of the TOS.
Annex 1: Details of Processing
This Annex describes the processing of Personal Data performed by the Processor under this DPA.
1. Controller
The Controller is the Customer.
2. Processor
Claritysoft LLC, 565 Metro Place South, Dublin, OH 43216, United States of America.
3. Data Subjects
Individuals whose Personal Data is submitted to the Services by or at the direction of the Controller or its Users, typically including the Controller’s prospects, customers, business contacts, vendors, and email marketing recipients, as well as the Controller’s Users.
4. Categories of Personal Data
Business contact information (such as names, job titles, company, email addresses, phone numbers, and addresses); records of business interactions (such as notes, emails, activities, opportunities, quotations, and orders); email marketing data (such as lists, consent and unsubscribe records, and email engagement data); User account information; and any other Personal Data the Controller chooses to submit to the Services.
5. Special Categories of Data
None. The Controller shall not submit special categories of personal data or other sensitive information restricted by Section 1.1(d) of the TOS unless the Processor has expressly agreed in writing.
6. Nature and Purpose of Processing
Personal Data is processed only on behalf of the Controller and to the extent necessary to provide the Services under the TOS and the Controller’s instructions, including: hosting and storing Customer Data; providing CRM functionality; sending email at the Controller’s direction through the Marketing Service; and, where enabled by the Controller, processing by AI Features.
Personal Data is also processed for technical support, issue diagnosis, and error correction, both generally and in response to a Controller request, limited to metadata where possible, and for maintaining the security of the Services and preventing fraud and abuse.
7. Duration of Processing
For the term of the TOS and until Personal Data is deleted in accordance with Section 9 of this DPA.
8. Subprocessors
The Subprocessors listed at https://claritysoft.com/dpa/sub-processors/, as updated in accordance with Section 6 of this DPA.
Questions about this DPA?
Our team is happy to help clarify anything in this agreement.