CCPA Contract Clauses for Service Providers

This CCPA Contract Clauses for Service Providers (“CCPA DPA”) is an addendum to ScaleGrid End User License (EULA) and Terms of Service Agreement (the Service Agreement), available  here  entered into by and between you (hereinafter referred to as Customer) and ScaleGrid, Inc., a Washington State corporation located at 2225 E Bayshore Rd, Palo Alto, CA 94303 on behalf of itself and its Affiliates (hereinafter referred to as ScaleGrid). Customer and ScaleGrid shall be referred to jointly as the Parties and individually as a Party. Pursuant to the Service Agreement, ScaleGrid provides to Customer certain database management and hosting services (the Services). Except as expressly set forth herein. provisions of the Services Agreement apply to this CCPA DPA, including the limitations of liability. This CCPA DPA is effective, as applicable: With respect to the CCPA:

1. 1. The date above with respect to any Customer who has signed up for our Services on or before that date; or
2. 2. the date on which Customer signed up for our Services and agreed to the Service Agreement and this CCPA DPA, if such date is after the date above.

This CCPA DPA will only apply to the extent that the CCPA applies to the processing of Customer Personal Data (as defined below).

BACKGROUND

1. 1. The Customer and ScaleGrid entered into the Service Agreement that may require ScaleGrid to process Personal Information on behalf of the Customer.
2. 2. This CCPA DPA sets out the additional terms, requirements and conditions on which ScaleGrid will process Personal Information when providing services under the Service Agreement.

AGREED TERMS

1. 1. DEFINITIONS. The following definitions and rules of interpretation apply in this CCPA DPA:
   1. (a)    “CCPA” means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General. Terms defined in the CCPA, including ‘consumer’, ‘personal information’, ‘service provider’, ‘commercial purposes’, ‘third-party’, and ‘business purposes’, carry the same meaning in this CCPA DPA.
   2. (b)    “Contracted Business Purposes” means the database management, hosting and related services performed on behalf of the Customer pursuant to the Service Agreement for which ScaleGrid receives or accesses Customer Personal Information.
   3. (c)    “Customer Personal Information” means Customer Data (as defined in the Service Agreement and Privacy Policy) that is personal information of a consumer that is subject to the CCPA. For avoidance of doubt, Customer Personal Information does not include User Personal Information (as defined in the Privacy Policy), with respect to which ScaleGrid is not a service provider and this CCPA DPA does not apply to such User Personal Information.
2. 2. SCALEGRID’S CCPA OBLIGATIONS
   1. (a) ScaleGrid will not:
      1. (i) Sell Customer Personal Information;
      2. (ii) Retain, use, or disclose Customer Personal Information for any purpose other than for performing the Contracted Business Purposes or as otherwise permitted by the CCPA (as a service provider or “exempt” third party) or required by law; and
      3. (iii) Retain, use or disclose Customer Personal Information outside of this direct business relationship between ScaleGrid and Customer unless otherwise permitted by the CCPA (as a service provider or “exempt” third party) or required by law.
   2. (b) ScaleGrid may aggregate, deidentify, or anonymize Customer Personal Information, so it no longer meets the personal information definition, and may use such aggregated, deidentified, or anonymized data for its own purposes. ScaleGrid will not attempt to or actually re-identify any previously aggregated, deidentified, or anonymized data. For the avoidance of doubt, to the extent permitted by the CCPA, ScaleGrid may use Customer Personal Information to detect data security incidents or protect against fraudulent or illegal activity, or improve its services.
3. 3. ASSISTANCE WITH CUSTOMER’S CCPA OBLIGATIONS
   1. Should Customer be unable to delete Customer Personal Information held within ScaleGrid’s records in connection with a verified Consumer request to delete such data pursuant to the CCPA, ScaleGrid will effectuate such deletion within ScaleGrid’s records promptly upon receipt of Customer’s written direction to do so to the extent that no exception to deletion set forth in the CCPA is applicable and/or ScaleGrid is not legally restricted from doing so. Scalegrid may charge its then standard fees.
4. 4. SUBCONTRACTING
   1. ScaleGrid may use subcontractor to provide the Contracted Business Services. Any subcontractor used must qualify as a service provider under the CCPA and ScaleGrid cannot make any disclosures to the subcontractor that the CCPA would treat as a sale.
5. 5. CCPA WARRANTIES AND CERTIFICATION
   1. Both parties will comply with all applicable requirements of the CCPA when collecting, using, retaining, or disclosing Customer Personal Information.
6. 6. CHANGES TO THIS CCPA DPA
   1. (a) ScaleGrid may change this CCPA DPA if the change:
      1. (i) reflects a change in the name or form of a legal entity;
      2. (ii) is required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency; or
      3. (iii) does not: (i) expand the scope of, or remove any restrictions on, ScaleGrid’s processing of Customer Personal Data or (ii) otherwise have a material adverse impact on Customer’s rights under this GDPR DPA, as reasonably determined by ScaleGrid.
   2. (b) Notification of Changes. If ScaleGrid intends to change this CCPA DPA under Section 6(a)(ii) or (iii), ScaleGrid will inform Customer at least 30 days (or such shorter period as may be required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency) before the change will take effect by either: (a) sending an email to the Notification Email Address; or (b) alerting Customer via the user interface for the Services. If Customer objects to any such change, Customer may terminate the Agreement by giving written notice to ScaleGrid within 90 days of being informed by ScaleGrid of the change.