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Skip to content June - Data Protection Addendum Last update: February 27th 2022, to the latest EU contractual clauses. 1. Introduction This Data Protection Addendum (“Addendum”) is entered into by and between June Inc., a Delaware corporation (“June”), and Customer effective as of the later date of each party’s signature below. This Addendum applies to June’s Processing of Customer Personal Data under the agreement executed between June and Customer for June’s provision of the Services (the “Agreement”). 2. Definitions For purposes of this Addendum, the terms below have the meanings set forth below. Capitalized terms that are used but not defined in this Addendum have the meanings given in the Agreement. 2.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity, where “control” refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise. 2.2. “CCPA” means the California Consumer Privacy Act of 2018, as amended from time to time. 2.3. “Customer Personal Data” means any Customer Data (as defined in the Agreement) that is Personal Data. For purposes of this Addendum, Customer Personal Data does not include personal information of employees or other representatives of Customer with whom June has a direct business relationship. 2.4. “Data Protection Laws” means, with respect to a party, all privacy, data protection and information security-related laws and regulations applicable to such party’s Processing of Personal Data, including, where applicable, EU Data Protection Law and the CCPA. 2.5. “Data Subject” means the identified or identifiable natural person who is the subject of Personal Data. 2.6. “EU Data Protection Law” means European Union Regulation 2016/679 (“GDPR”) and any national legislation implementing GDPR, as amended from time to time. 2.7. “Processing” 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. 2.8. “Personal Data” means “personal data”, “personal information”, “personally identifiable information” or similar information defined in and governed by Data Protection Laws. 2.9. “Security Incident” means any confirmed unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data being Processed by June. Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks or other network attacks on firewalls or networked systems. 2.10. “Subprocessor” means any third party authorized by June or its Affiliates to Process any Customer Personal Data. 2.11. “Third Party Subprocessor” means any Subprocessor who is not an Affiliate of June. 3. General; Termination 3.1. This Addendum forms part of the Agreement and except as expressly set forth in this Addendum, the Agreement remains unchanged and in full force and effect. If there is any conflict between this Addendum and the Agreement, this Addendum shall govern. 3.2. Any liabilities arising under this Addendum are subject to the limitations of liability in the Agreement. 3.3. This Addendum will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws. 3.4. This Addendum will automatically terminate upon expiration or termination of the Agreement. 4. Scope of this Addendum This Addendum applies to June’s Processing of Customer Personal Data under the Agreement, except that Annex A (EU Annex) to this Addendum applies only to such Processing of Customer Personal Data governed by EU Data Protection Law and Annex B (California Annex) to this Addendum applies only to such Processing of Customer Personal Data governed by the CCPA. 5. Role and Scope of the Processing 5.1. June will Process Customer Data only in accordance with Customer’s instructions. By entering into the Agreement, Customer instructs June to Process Customer Data to provide the Services and pursuant to any other written instructions given by Customer and acknowledged in writing by June as constituting instructions for purposes of this Addendum. Customer acknowledges and agrees that such instruction authorizes June to Process Customer Data (a) to perform its obligations and exercise its rights under the Agreement; and (b) to perform its legal obligations and to establish, exercise or defend legal claims in respect of the Agreement. 5.2. For clarity, nothing in this Addendum limits June from transmitting Customer Data to and among Sources and Destinations as directed by Customer through the Services. The parties agree that neither Sources nor Destinations are Subprocessors of June and that, between the parties, Customer is solely responsible for the Processing of Customer Personal Data by, and other acts and omissions of, Sources and Destinations or parties associated therewith. 6. Subprocessing 6.1. Customer specifically authorizes June to use its Affiliates as Subprocessors, and generally authorizes June to engage Third Party Subprocessors to Process Customer Personal Data. June: 6.1.1. shall enter into a written agreement with each Subprocessor, imposing data protection obligations substantially similar to those set out in this Addendum; and 6.1.2. remains liable for compliance with the obligations of this Addendum and for any acts or omissions of the Subprocessor that cause June to breach any of its obligations under this Addendum. 6.2. When any new Third Party Subprocessor is engaged, June will notify Customer of the engagement, which notice may be given by updating the Subprocessor Page and via a message through Customer’s June Workspace. June will give such notice at least ten (10) calendar days before the new Subprocessor Processes any Customer Personal Data, except that if June reasonably believes engaging a new Subprocessor on an expedited basis is necessary to protect the confidentiality, integrity or availability of the Customer Personal Data or avoid material disruption to the Services, June will give such notice as soon as reasonably practicable. If, within five (5) calendar days after such notice, Customer notifies June in writing that Customer objects to June’s appointment of a new Third Party Subprocessor based on reasonable data protection concerns, the parties will discuss such concerns in good faith and whether they can be resolved. If the parties are not able to mutually agree to a resolution of such concerns, Customer, as its sole and exclusive remedy, may terminate the Agreement for convenience. 7. Security 7.1. June shall implement and maintain technical and organizational security measures designed to protect Customer Personal Data from Security Incidents and to preserve the security and confidentiality of the Customer Personal Data, in accordance with June’s security standards referenced in the Agreement (“Security Measures”). 7.2. Customer is responsible for reviewing the information made available by June relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices (but the modifications will not materially decrease June’s obligations as compared to those reflected in such terms as of the Effective Date). 7.3. Upon becoming aware of a confirmed Security Incident, June shall notify Customer without undue delay unless prohibited by applicable law. A delay in giving such notice requested by law enforcement and/or in light of June’s legitimate needs to investigate or remediate the matter before providing notice shall not constitute an undue delay. Such notices will describe, to the extent possible, details of the Security Incident, including steps taken to mitigate the potential risks and steps June recommends Customer take to address the Security Incident. Without prejudice to June’s obligations under this Section 7.c., Customer is solely responsible for complying with Security Incident notification laws applicable to Customer and fulfilling any third party notification obligations related to any Security Incidents. June’s notification of or response to a Security Incident under this Section 7.c. will not be construed as an acknowledgement by June of any fault or liability with respect to the Security Incident. 7.4. Customer agrees that, without limitation of June’s obligations under this Section 7, Customer is solely responsible for its use of the Services, including (a) making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Customer Data; (b) securing the account authentication credentials, systems and devices Customer uses to access the Services; (c) securing Customer’s systems and devices that it uses with the Services; and (d) maintaining its own backups of Customer Data. 8. Data Subject Requests June shall upon Customer’s request (and at Customer’s expense) provide Customer with such assistance as it may reasonably require to comply with its obligations under Data Protection Laws to respond to requests from individuals to exercise their rights under Data Protection Laws (e.g., rights of data access, rectification, erasure, restriction, portability and objection) in cases where Customer cannot reasonably fulfill such requests independently by using the self-service functionality of the Services. If June receives a request from a Data Subject in relation to their Customer Personal Data, June will advise the Data Subject to submit their request to Customer, and Customer will be responsible for responding to any such request. 9. Return or Deletion of Data 9.1. June shall, within sixty (60) days after request by Customer following the termination or expiration of the Agreement, delete all of the Customer Personal Data from June’s systems. 9.2. Notwithstanding the foregoing, Customer understands that June may retain Customer Personal Data if required by law, which data will remain subject to the requirements of this Addendum. Annex A - EU Annex For EU customers the contractual basis for the transfer of personal data will be the European Commission’s Standard Contractual Clauses (Controller to Processor Module) which you can find here: 4563-001 - Annex SCC DPA, June 31-10-2022.pdf 285.1KB Annex B - California Annex 1. For purposes of this Annex B, the terms “business”, “commercial purpose”, “service provider”, “sell” and “personal information” have the meanings given in the CCPA. 2. With respect to Customer Personal Data, June is a service provider under the CCPA. 3. June will not (a) sell Customer Personal Data; (b) retain, use or disclose any Customer Personal Data for any purpose other than for the specific purpose of providing the Services, including retaining, using or disclosing the Customer Personal Data for a commercial purpose other than providing the Services; or (c) retain, use or disclose the Customer Personal Data outside of the direct business relationship between June and Customer. 4. The parties acknowledge and agree that the Processing of Customer Personal Data authorized by Customer’s instructions described in Section 5 of this Addendum is integral to and encompassed by June’s provision of the Services and the direct business relationship between the parties. 5. Notwithstanding anything in the Agreement or any Order Form entered in connection therewith, the parties acknowledge and agree that June’s access to Customer Personal Data does not constitute part of the consideration exchanged by the parties in respect of the Agreement. 6. To the extent that any Usage Data (as defined in the Agreement) is considered Personal Data, June is the business with respect to such data and shall Process such data in accordance with its Privacy Policy, which can be found at https://www.notion.so/projectanalytics/June-Privacy-Policy-a4f99393a98b4ce6aa1bacd5f48157cc.