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Home » Data Processing Agreement
This Data Processing Agreement (the “DPA”), entered into by the Mimeo customer identified on the applicable Mimeo services agreement (“Customer”) and the Mimeo company, subsidiary company, or affiliate company identified on the Mimeo services agreement (“Mimeo”), governs the processing of personal data that Customer uploads or otherwise provides Mimeo in connection with the services and the processing of any personal data that Mimeo uploads or otherwise provides to Customer in connection with the services.
This DPA is incorporated into the relevant Mimeo services agreement previously executed by Customer, referred to generically in this DPA as the “Mimeo Contract”. Collectively, the DPA (including the SCCs, as defined herein), the Mimeo Contract, and any applicable Mimeo forms are referred to in this DPA as the “Agreement”. In the event of any conflict or inconsistency between any of the terms of the Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) the SCCs; (b) this DPA; (c) the Mimeo Contract. Except as specifically amended in this DPA, the Mimeo Contract and if applicable, any Mimeo forms, remain unchanged and in full force and effect.
“Controller-to-Controller SCCs” means the Standard Contractual Clauses (Controller to Controller Transfers – Set II) in the Annex to the European Commission Decision of December 27, 2004, as may be amended or replaced from time to time by the European Commission.
“Controller-to-Processor SCCs” means the Standard Contractual Clauses (Processors) in the Annex to the European Commission Decision of February 5, 2010, as may be amended or replaced from time to time by the European Commission.
“Customer Personal Data” means Personal Data (i) that Customer uploads or otherwise provides to Mimeo in connection with its use of Mimeo’s services or (ii) for which Customer is otherwise a data controller.
“Data Controller” means Customer.
“Data Processor” means Mimeo.
“Data Protection Requirements” means the Directive, the General Data Protection Regulation, Local Data Protection Laws, any subordinate legislation and regulation implementing the General Data Protection Regulation, and all Privacy Laws.
“Directive” means the EU Data Protection Directive 95/46/EC (as amended).
“EU Personal Data” means Personal Data the sharing of which pursuant to this Agreement is regulated by the Directive, the General Data Protection Regulation and Local Data Protection Laws.
“General Data Protection Regulation” means the European Union Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
“Local Data Protection Laws” means any subordinate legislation and regulation implementing the Directive or the General Data Protection Regulation which may apply to the Agreement.
“Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual, including data that Customer chooses to provide to Mimeo from services; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.
“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.
“Privacy Laws” means all applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, consumer protection, marketing, promotion, and text messaging, email, and other communications; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personal Data.
“Process” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“SCCs” means all Controller-to-Processor SCCs and Controller-to-Controller SCCs entered into between the parties under the Agreement.
“Subprocessor” means any entity which provides processing services to Mimeo in furtherance of Mimeo’s processing on behalf of Customer.
“Supervisory Authority” means an independent public authority which is established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation.
Each party agrees to process Personal Data received under the Agreement only for the purposes set forth in the Agreement.For the avoidance of doubt, the categories of Personal Data processed and the categories of data subjects subject to this DPA are described in Schedule A to this DPA.
The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.
Customer agrees to:
4.1 Provide instructions to Mimeo and determine the purposes and general means of Mimeo’s processing of Customer Personal Data in accordance with the Agreement; and
4.2 Comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers by: (a) establishing and maintaining a procedure for the exercise of the rights of the individuals whose Customer Personal Data are processed on behalf of Customer; (b) processing only data that has been lawfully and validly collected and ensuring that such data will be relevant and proportionate to the respective uses; and (c) ensuring compliance with the provisions of this Agreement by its personnel or by any third-party accessing or using Customer Personal Data on its behalf.
5.1 Processing Requirements. Mimeo will:
5.2 Notice to Customer. Mimeo will inform Customer if Mimeo becomes aware of:
5.3 Assistance to Customer. Mimeo will provide reasonable assistance to Customer regarding:
5.4 Required Processing. If Mimeo is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the Agreement, Mimeo will inform Customer of this requirement in advance of any processing, unless Mimeo is legally prohibited from informing Customer of such processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).
5.5 Security. Mimeo will:
6.1 Supervisory Authority Audit. If a Supervisory Authority requires an audit of the data processing facilities from which Mimeo processes Customer Personal Data in order to ascertain or monitor Customer’s compliance with Data Protection Requirements, Mimeo will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Mimeo expends for any such audit, in addition to the rates for services performed by Mimeo.
6.2 Audits. Mimeo must, upon Customer’s written request (not to exceed one request per calendar year) by email to [GDPR@Mimeo.com], certify compliance with Sections 5-8 of this DPA in writing. Mimeo will provide to Customer each year an opinion report provided by an accredited, third-party audit firm standards applicable to the services under the Agreement (“Report”). If a Report does not provide, in Customer’s reasonable judgment, sufficient information to confirm Mimeo’s compliance with the terms of this DPA, then Customer or an accredited third-party audit firm agreed to by both Customer and Mimeo may audit Mimeo’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice to Mimeo (with no less than 10 business days) and subject to reasonable confidentiality procedures. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Mimeo expends for any such audit, in addition to the rates for services performed by Mimeo. Before the commencement of any such audit, Customer and Mimeo shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify Mimeo with information regarding any non-compliance discovered during the course of an audit. Customer may not audit Mimeo more than once annually.
For transfers of EU Personal Data to Mimeo for processing by Mimeo in a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, Mimeo agrees it will (a) provide at least the same level of privacy protection for EU Personal Data as required under the U.S.-EU and U.S.-Swiss Privacy Shield frameworks; or (b) use the form of the Controller-to-Processor SCCs. If data transfers under Section 7 of this DPA rely on Controller-to-Processor SCCs to enable the lawful transfer of EU Personal Data, as set forth in the preceding sentence, the parties agree that data subjects for whom a Mimeo entity processes EU Personal Data are third-party beneficiaries under the Controller-to-Processor SCCs. If Mimeo is unable or becomes unable to comply with these requirements, then EU Personal Data will be processed and used exclusively within the territory of a member state of the European Union and any movement of EU Personal Data to a non-EU country requires the prior written consent of Customer. Mimeo shall promptly notify Customer of any inability by Mimeo to comply with the provisions of this Section 7.
The parties agree that upon Customer’s reasonable written request, Mimeo shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent Mimeo from returning or destroying all or part of the Customer Personal Data disclosed. In such case, Mimeo agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date in order to comply with applicable laws.
Customer acknowledges that in the provision of some services, Mimeo, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors. Customer agrees that if and to the extent such transfers occur, Customer is responsible for entering into separate contractual arrangements with such third party data processors binding them to comply with obligations in accordance with Data Protection Requirements. For avoidance of doubt, such third party data processors are not Subprocessors.
This DPA shall remain in effect as long as Mimeo carries out Personal Data processing operations on behalf of Customer or until the termination of the Mimeo Contract (and all Personal Data has been returned or deleted in accordance with Section 8 above).
Notwithstanding anything in the Agreement to the contrary, this DPA shall be governed by the laws of New York State and any action or proceeding related to this DPA (including those arising from non contractual disputes or claims) will be brought in New York.
ANNEX B – DESCRIPTION OF THE TRANSFER
Depending on the services used by the data exporter:
The transfer is intended to enable the data exporter to determine the purposes and means of the processing of personal data obtained through data importer’s Mimeo brands for print and digital content distribution services, or other business practices of the data exporter.
The data transferred is the personal data provided by the data exporter to the data importer in connection with its use of Mimeo’s print on-demand, Mimeo Marketplace, Mimeo Digital, warehousing and fulfilment and document distribution services, referred to as Customer Personal Data in the Mimeo agreement. Such personal data may include first name, last name, email address, contact information, and any notes provided by the data exporter regarding the foregoing.
Employees and other representatives of the data importer who have a legitimate business purpose for the processing of such personal data.
The personal data transferred between the parties may only be retained for the period of time permitted under the Agreement. The parties agree that each party will, to the extent that it, along with the other party, acts as a data controller with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the Data Protection Requirements.
Data importer: Signatory to the Agreement between the parties
Data exporter: Signatory to the Agreement between the parties
Mimeo Confidential and Proprietary
Last Updated: May 23, 2018
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