Data Processing Addendum

These personal information processing terms constitute Cottage Companion’s data processing addendum (“DPA”) and are included by reference into the Cottage Companion Software as a Service Subscription Agreement (the “Agreement”). In case of any conflict or inconsistency with the terms of the remainder of the Agreement, this DPA will take precedence to the extent of such conflict or inconsistency.

Cottage Companion reserves the right to update the contents of this DPA from time to time upon notice to the Property Maintenance Company by posting a notice to its website.

The term of this DPA follows the term of the Agreement. Capitalized words not otherwise defined in this DPA will have the meaning as set forth in the Agreement.

Article 1. Interpretation

Section 1.01 Definitions

(a) “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 Information in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and the data protection and privacy laws of Canada; in each case as amended, repealed, consolidated or replaced from time to time.

(b) “Data Subject” means the individual to whom Personal Information relates.

(d) “Instructions” means the written, documented instructions of the Property Maintenance Company with respect to the performance of a specific or general action with regard to Personal Information (including, but not limited to, depersonalizing, blocking, deletion, making available).

(e) “Personal Information” means any information relating to an identified or identifiable individual.

(f) “Personal Information Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information transmitted, stored or otherwise Processed by Cottage Companion and/or Cottage Companion’s Subcontractors in connection with the provision of the Services. “Personal Information Breach” will not include unsuccessful attempts or activities that do not compromise the security of Personal Information, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

(g) “Privacy Notice” means the Privacy Notice in the form used by Cottage Companion from time to time.

(h) “Processing” means any operation or set of operations which is performed on Personal Information, 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 Information. The terms “Process”, “Processes” and “Processed” will be construed accordingly.

(i) “Subcontractor” means any person engaged by Cottage Companion to assist in fulfilling Cottage Companion’s obligations with respect to the provision of the Services under the Agreement. Subcontractors may include third parties but will exclude any Cottage Companion employee or consultant.

Article 2. Property Maintenance Company Responsibilities

Section 2.01 Compliance with Laws.

Within the scope of the Agreement and in its use of the services, Property Maintenance Company will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Information and the Instructions it issues to Cottage Companion.

In particular but without prejudice to the generality of the foregoing, Property Maintenance Company acknowledges and agrees that it will be solely responsible for: (i) the accuracy, quality, and legality of Property Maintenance Company Data and the means by which Property Maintenance Company acquired Personal Information; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Information, including obtaining any necessary consents and authorizations (particularly for use by Property Maintenance Company for marketing purposes); (iii) ensuring Property Maintenance Company has the right to transfer, or provide access to, the Personal Information to Cottage Companion for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that Property Maintenance Company Instructions to Cottage Companion regarding the Processing of Personal Information 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 Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. Property Maintenance Company will inform Cottage Companion without undue delay if Property Maintenance Company are not able to comply with Property Maintenance Company’s responsibilities under this ‘Compliance with Laws’ section or applicable Data Protection Laws.

Section 2.02 Privacy Notice.

Property Maintenance Company acknowledges that every Authorized User must agree to Cottage Companion’s form of Privacy Notice prior to, and as a condition of, being granted access to the Services. For its part, Property Maintenance Company will only collect, use, disclose and retain Personal Information in a lawful manner, consistent with industry standards and the terms of the Privacy Notice, and in no event in an unreasonable way. Property Maintenance Company represents and warrants that it has obtained, from each Data Subject, lawful consent to disclose Personal Information to Cottage Companion and for Cottage Companion to use and retain such Personal Information in order to perform its obligations under the Agreement.

Section 2.03 Security.

Property Maintenance Company is responsible for independently determining whether the data security provided under the Agreement adequately meets Property Maintenance Company obligations under applicable Data Protection Laws.

Article 3. Cottage Companion Obligations

Section 3.01 Compliance with Instructions.

Cottage Companion will only Process Personal Information according to Property Maintenance Company’s lawful Instructions, which shall be understood to mean processing in accordance with the Agreement, including as necessary or expedient to deliver the Services, or as otherwise agreed with Property Maintenance Company, and to the extent otherwise required by applicable Law. Cottage Companion is not responsible for compliance with any Data Protection Laws applicable to Property Maintenance Company or Property Maintenance Company industry that are not generally applicable to Cottage Companion.

Section 3.02 Conflict of Laws.

If Cottage Companion becomes aware that it cannot Process Personal Information in accordance with Property Maintenance Company’s Instructions due to a legal requirement under any applicable Law, Cottage Companion will (i) promptly notify Property Maintenance Company 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 Information) until such time as Property Maintenance Company issues new Instructions with which Cottage Companion is able to comply. If this provision is invoked, Cottage Companion will not be liable to Property Maintenance Company under the Agreement for any failure to perform the applicable Services until such time as Property Maintenance Company issues new lawful Instructions with regard to the Processing.

Section 3.03 Security.

Cottage Companion will implement and maintain appropriate technical and organizational measures to protect Personal Information from Personal Information Breaches as described in Cottage Companion’s security policy as amended from time to time, a current copy of which is available here [https://maintenancecompanion.tech/terms-and-policies/security-policy/] (the “Security Policy”). Notwithstanding any provision to the contrary, Cottage Companion may modify or update the Security Policy at Cottage Companion’s discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Policy.

Section 3.04 Confidentiality.

Cottage Companion will ensure that any personnel whom Cottage Companion authorizes to Process Personal Information on Cottage Companion’s behalf are subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to Personal Information.

Section 3.05 Personal Information Breaches.

Cottage Companion will notify Property Maintenance Company without undue delay after Cottage Companion becomes aware of any Personal Information Breach and will provide timely information relating to the Personal Information Breach as it becomes known or reasonably requested by Property Maintenance Company. At Property Maintenance Company’s request, Cottage Companion will promptly provide Property Maintenance Company with such reasonable assistance as necessary to enable Property Maintenance Company to notify relevant Personal Information Breaches to competent authorities and/or affected Data Subjects, if Property Maintenance Company is required to do so under Data Protection Laws.

Section 3.06 Deletion of Personal Information.

Cottage Companion will securely delete all Personal Information by the Deletion Date, provided that, for clarity, Cottage Companion may retain Resultant Data. Property Maintenance Company agrees to delete the Personal Information of its Authorized Users as required by law and pursuant to the Privacy Notice.

Article 4. Data Subject Requests

(a) The Services provide Property Maintenance Company with a number of controls that Property Maintenance Company can use to retrieve, correct, delete or restrict Personal Information which Property Maintenance Company can use to assist it in connection with its obligations under Data Protection Laws, including Property Maintenance Company’s obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”).

(b) To the extent that Property Maintenance Company is unable to independently address a Data Subject Request through the Services, then upon Property Maintenance Company’s written request, Cottage Companion will provide reasonable assistance to Property Maintenance Company to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Information under the Agreement. Property Maintenance Company shall reimburse Cottage Companion for the commercially reasonable costs arising from this assistance.

(c) If a Data Subject Request or other communication regarding the Processing of Personal Information under the Agreement is made directly to Cottage Companion, Cottage Companion will promptly inform Property Maintenance Company and will advise the Data Subject to submit their request to Property Maintenance Company. Property Maintenance Company will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Information.

Article 5. Subcontractors

(a) Property Maintenance Company agrees that Cottage Companion may engage Subcontractors to Process Personal Information on its behalf.

(b) Where Cottage Companion engages Subcontractors, Cottage Companion will impose data protection terms on the Subcontractors that provide at least the same level of protection for Personal Information as those in this DPA, to the extent applicable to the nature of the services provided by such Subcontractors. Cottage Companion will remain responsible for each Subcontractor’s compliance with the obligations of this DPA and for any acts or omissions of such Subcontractor that cause Cottage Companion to breach any of its obligations under this DPA.

Article 6. Data Transfers

Property Maintenance Company acknowledges and agrees that Cottage Companion may access and Process Personal Information on a global basis as necessary to provide the Services in accordance with the Agreement, and in particular that Personal Information may be transferred to and Processed by Cottage Companion in Canada, the United States and other jurisdictions where Cottage Companion and its Subcontractors may have operations. Wherever Personal Information is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

Article 7. General Provisions

Section 7.01 Amendments.

Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, Cottage Companion reserves the right to make any updates and changes to this DPA.

Section 7.02 Limitation of Liability.

Each Party’s liability, taken in aggregate, arising out of or related to this DPA, 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 Agreement and any reference in such section to the liability of a Party means aggregate liability of that Party (including under this DPA). Notwithstanding the foregoing, in no event shall either party’s liability be limited with respect to any individual’s data protection rights under this DPA or otherwise.