Mi9 Retail Data Processing Agreement (“DPA”)

1. Definitions

  1. “Data Protection Legislation” means European Union Regulation 2016/679 (the “GDPR”) or California Civil Code Section 1798.100-1798.199 (the “CCPA”), as applicable, and any applicable legislation or regulations implementing or made pursuant to it, or which amends or replaces any of it;
  2. “Data Processor,” “Data Controller,” “Data Subject,” “Processing,” “Subprocessor,” and “Supervisory Authority” shall be interpreted in accordance with the GDPR;
  3. “Service Provider” shall be interpreted in accordance with the CCPA;
  4. “Personal Data” means information that relates to or that could be reasonably associated with an  identifiable or identified Data Subject who visits or engages in transactions through your use of the Mi9 Retail SaaS Services, which Mi9 Retail Processes as a Data Processor or Service Provider  in the course of providing you with the Mi9 Retail services;
  5. “Data Subject Request” means a request for access, erasure, rectification, or portability of a Data Subject’s Personal Data; and
  6. All other capitalized terms in this DPA shall have the same definition as in the Agreement.

2. Data Protection

When Mi9 Retail Processes Personal Data in the course of providing the services to you, Mi9 Retail will:

  1. Process the Personal Data as a Data Processor and/or Service Provider, only for the purpose of  providing the services in accordance with documented instructions from you (provided that such  instructions are commensurate with the functionalities of the services), and as may subsequently  be agreed to by you. If Mi9 Retail is required by law to Process the Personal Data for any other  purpose, Mi9 Retail will provide you with prior notice of this requirement, unless Mi9 Retail is  prohibited by law from providing such notice;
  2. notify you if, in Mi9 Retail’s opinion, your instruction for the Processing of Personal Data infringes  applicable Data Protection Legislation;
  3. notify you promptly, to the extent permitted by law, upon receiving an inquiry or complaint from  a Supervisory Authority relating to Mi9 Retail’s Processing of the Personal Data;
  4. implement reasonable technical and organizational measures enabling you to execute Data Subject Requests that you are obligated to fulfill;
  5. implement and maintain appropriate technical and organizational measures to protect the Personal  Data against unauthorized or unlawful processing and against accidental loss, destruction, damage,  theft, alteration or disclosure. These measures shall be appropriate to the harm which might result  from any unauthorized or unlawful processing, accidental loss, destruction, damage, or theft of  Personal Data and appropriate to the nature of the Personal Data which is to be protected;
  6. upon request, provide reasonable information to help the Data Subject complete the Data Subject’s  data protection impact assessments;
  7. provide you, upon request, with up-to-date attestations, reports, or extracts, where available, from  a source charged with auditing Mi9 Retail’s data protection practices (e.g., external auditors,  internal audit, data protection auditors), or suitable certifications, to enable you to assess  compliance with the terms of this DPA;
  8. upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of,  disclosure of, or access to the Personal Data to notify you as soon as commercially reasonable;
  9. ensure that its personnel who access the Personal Data are subject to confidentiality obligations  that restrict their ability to disclose the Data Subject’s Personal Data; and
  10. upon termination of the Agreement, Mi9 Retail will promptly initiate its purge process to delete  or anonymize the Personal Data. If you request a copy of such Personal Data within 60 days of  termination, Mi9 Retail will provide you with a copy of such Personal Data.

In the course of providing the Services, you acknowledge and agree that Mi9 Retail may use  Subprocessors to Process the Personal Data. Mi9 Retail’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 Mi9 Retail and Subprocessor that requires comparable protections to this DPA. If you object to  the appointment of a Subprocessor you may terminate the Agreement in accordance with your Mi9 Retail Agreement, if applicable.

3. Miscellaneous

  1. In the event of any conflict or inconsistency between the provisions of the Agreement and this  DPA, the provisions of this DPA shall prevail. For avoidance of doubt and to the extent allowed  by applicable law, any and all liability under this DPA, including limitations thereof, will be  governed by the relevant provisions of the Agreement. You acknowledge and agree that Mi9 Retail may amend this DPA from time to time by posting the relevant amended and restated DPA on Mi9  Retail’s website, available at https://mi9retail.wpengine.com/dpa/, and such amendments to the DPA are  effective as of the date of posting. Your continued use of the Mi9 Retail SaaS Services after the  amended DPA is posted to Mi9 Retail’s website constitutes your agreement to, and acceptance of,  the amended DPA. If you do not agree to any changes to the DPA, do not continue to use the Mi9  Retail SaaS Services.
  2. Except as specifically modified and amended in this DPA, all of the terms, provisions and  requirements contained in the Agreement shall remain in full force and effect and govern this DPA.  If any provision of the DPA is held illegal or unenforceable in a judicial proceeding, such provision  shall be severed and shall be inoperative, and the remainder of this DPA shall remain operative  and binding on the parties.