CCPA DATA PROCESSING ADDENDUM

Last updated June [__], 2024.
This SalesAi CCPA Data Processing Addendum (“Addendum”) is an agreement between SalesAi and Client and reflects the requirements of the California Consumer Privacy Act of 2018 and its implementing regulations, as amended or superseded from time to time (California Civil Code §§ 1798.100 to 1798.199) (“CCPA”). Under this Addendum, SalesAi is acting as a Service Provider for CCPA purposes.
This Addendum supplements those certain SalesAi Terms & Conditions and Agreement (as defined in or through the SalesAi Terms & Conditions) between SalesAi and Client and is in effect for so long as SalesAi Processes personal information (as defined in the CCPA) on behalf of Client under the Agreement as a Service Provider (as defined under the CCPA) (hereinafter, the “Personal Information”). Notwithstanding the foregoing, this Addendum shall only apply and bind the parties if and to the extent Client is a Business under the CCPA. This Addendum prevails over any conflicting terms of the Agreement, but does not otherwise modify the Agreement. All capitalized terms not defined in this Addendum shall have the meanings set forth in the Agreement or the CCPA, as applicable. Client enters into this Addendum on behalf of itself and, to the extent required under the CCPA, in the name and on behalf of its Authorized Affiliates (defined below).
The parties agree as follows:
1. Definitions.
“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with an entity.
“Authorized Affiliate” means any of Client’s Affiliate(s) permitted to or otherwise receiving the benefit of the Services pursuant to the Agreement.
2. Scope and Applicability of this Addendum.
This Addendum applies to the collection, retention, use, and disclosure of the Personal Information to provide Services to Client pursuant to the Agreement or to perform a Business Purpose.
Client is a Business and appoints SalesAi as a Service Provider to process the Personal Information on behalf of Client. Client is responsible for compliance with the requirements of the CCPA applicable to Businesses.
3. Restrictions on Processing.
SalesAi is prohibited from retaining, using, or disclosing the Personal Information (a) outside of the direct business relationship between Client and SalesAi or (b) for any purpose other than for the specific purpose of performing the Services specified in the Agreement for Client or as set out in this Addendum, or as otherwise permitted by applicable law.
SalesAi shall not Sell the Personal Information.
SalesAi shall not combine Personal Information received from or on behalf of Client with Personal Information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with an identified or identifiable natural person, except where (a) required to perform the Services or (b) permitted by applicable law. For the avoidance of doubt, SalesAi may combine Personal Information received from one or more entities to the extent necessary to achieve the Business Purpose of detecting data security incidents, or protecting against fraudulent or illegal activity.
SalesAi shall, in performing the Services, implement measures designed for the security of Personal Information including by providing the same level of privacy protection as is required by the CCPA for Personal Information.
SalesAi shall make reasonable information in its possession available to Client necessary to demonstrate compliance with the obligations of this Addendum and permit Client to take reasonable and appropriate steps to help ensure the Processing of Client’s Personal Information is consistent with the obligations herein. This includes reasonable audits or assessments. Any audits or assessments conducted in accordance with this Section 3.5 shall be limited to one (1) per calendar year upon thirty (30) days prior written notice to SalesAi during SalesAi’s business hours, at Client’s sole cost, and subject to Client and all its agents and representatives conducting such audit or assessment entering into confidentiality agreements acceptable to SalesAi.
SalesAi shall notify Client promptly in writing if it makes a determination that it can no longer meet its obligations under the CCPA.
To the extent that Client reasonably determines that SalesAi is not in material compliance with the requirements of the CCPA or the terms of this Addendum, Client shall provide written notice to SalesAi and thereafter have the right to (a) stop the transmission of Personal Information to SalesAi and (b) request that SalesAi not further process Personal Information received from Client.
4. Notice. Client represents and warrants that it has provided notice to its end users that the Personal Information is being used or shared consistent with Cal. Civ. Code 1798.130.
5. Consumer Rights. SalesAi shall provide reasonable assistance to Client at Client’s cost in facilitating compliance with Consumer rights requests under the CCPA. Upon written direction by Client and within a commercially reasonable amount of time, SalesAi shall delete or, upon Client’s written request, return the Personal Information, except that SalesAi may retain Personal Information as otherwise permitted by the Agreement.
6. Deidentified Information. In the event that either party shares Deidentified Information with the other party, the receiving party warrants that it: (a) has implemented technical safeguards that prohibit reidentification of the Consumer to whom the information may pertain; (b) has implemented business processes that specifically prohibit reidentification of the information; (c) has implemented business processes to prevent inadvertent release of Deidentified Information; (d) will make no attempt to reidentify the information; and (e) has publicly committed to maintain and use the Deidentified Information in a Deidentified form.
7. As required by law. Notwithstanding any provision to the contrary of the Agreement or this Addendum, SalesAi may cooperate with law enforcement agencies concerning conduct or activity that it reasonably and in good faith believes may violate international, federal, state, or local law.
8. No Sale of Personal Information. The parties acknowledge and agree that the exchange of Personal Information between the parties does not form part of any monetary or other valuable consideration exchanged between the parties with respect to the Agreement or this Addendum.