Date: May 21, 2021

identi empowers coaches on our platform (“Tribe Leaders”) to start membership businesses by creating groups of like-minded people (“Tribe Members”).

To facilitate this direct connection with Tribe Members and enable membership rewards and obligations to be fulfilled, identi provides the personal data of Tribe Members (“Tribe Member Data”) to Tribe Leaders. Tribe Leaders then process Tribe Member Data in order to provide Tribe Members any and all products or services as part of that Tribe Leader’s membership business on identi (collectively known as “Membership Services”). identi requires all Tribe Leaders to agree to this Data Processing Agreement (“Privacy Promise”) to ensure that Tribe Leaders respect the privacy rights of Tribe Members when processing Tribe Member Data.

This Privacy Promise is between identi and Tribe Leaders, taking effect from the moment an identi account is created and applies exclusively to the Tribe Member Data collected by identi and provided to Tribe Leaders for the purpose of running a membership business with identi.

This Privacy Promise is an extension of identi's Terms of Service and Privacy Policy and will outline certain requirements for Tribe Leaders to process Tribe Member Data during and beyond their relationship with identi.

I. Definitions.

  1. "Data Protection Legislation" means all applicable laws relating to privacy and the processing of personal data that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by the supervisory authorities. Data Protection Legislation includes, but is not limited to, European Directives 95/46/EC and 2002/58/EC (as amended by Directive 2009/136/EC) and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, including the General Data Protection Regulation (Regulation (EU) 2016/279).

  2. "Good Industry Practice" means exercising the same skill, expertise and judgement and using facilities and resources of a similar quality as would be expected from a person who:(a) is skilled and experienced in providing the services in question, seeking in good faith to comply with his contractual obligations and seeking to avoid liability arising under any duty of care that might reasonably apply; (b) takes all proper and reasonable care and is diligent in performing his obligations; and (c) complies with the Data Protection Legislation.

  3. The terms "data controller", "data processor", “subprocessor”, "data subject", "personal data", "processing", and "appropriate technical and organizational measures" shall be interpreted in accordance with Directive 95/46/EC, or other applicable Data Protection Legislation, in the relevant jurisdiction.

II. Scope. The parties agree that identi is a data controller and that Tribe Leader is a data processor in relation to Tribe Member Data that Tribe Leader processes in the course of providing Membership Services. The subject matter of the data processing, the types of personal data processed, and the categories of data subjects will be defined by, and/or limited to, those necessary to carry out the Membership Services. The processing to which this Privacy Promise applies will be carried out by Tribe Leader upon leaving the identi platform. The subject matter, duration, nature, and purpose of the processing of the personal data as well as the type of personal data and categories of data subjects covered by this Privacy Promise are as follows:

  1. The subject matter of the data processing is Tribe Member Data

  2. The duration of the processing is for as long as Tribe Leader holds Tribe Member Data.

  3. The nature and purpose of the processing under this Privacy Promise is limited to a Tribe Leader's fulfillment of Membership Services to the Tribe Member.

  4. The type of personal data covered by this agreement is contact information, including but not limited to username, email address, shipping address and pledge amounts.

  5. The category of the data subjects are website users who sign up for memberships on identi.

III. Data Protection. Tribe Leader shall adhere to the following requirements:

  1. Processing as Instructed. Tribe Leaders will process Tribe Member Data only in accordance with the identi Terms of Service, Privacy Policy, and this Privacy Promise and only in compliance with Data Protection Legislation. The nature and purpose of the processing shall be limited to that necessary to carry out such instructions, and not for Tribe Leader's own purposes, or for any other purpose except as required by law. If Tribe Leader is required by law to process the personal data for any other purpose, Tribe Leader will inform Tribe Member of such requirement prior to the processing unless prohibited by law from doing so.

  2. Extent of Processing. Tribe Leader will process the personal data only to the extent, and in such manner, as is necessary for the provision of Membership Services.

  3. Appropriate Technical and Organizational Measures. Tribe Leader will implement and maintain appropriate technical and organizational measures designed to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. The measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected and as a minimum shall be in accordance with the Data Protection Legislation and Good Industry Practice.

  4. Transfer to Third Parties. Tribe Leader will not give access to or transfer any personal data to any third party (including any affiliates, group companies or subcontractors) without the prior consent of identi. Tribe Leader must also ensure the reliability and competence of such third parties, its employees or agents who may have access to the personal data processed in the provision of Membership Services, and must include in any contract with such third party provisions protecting Tribe Member which are equivalent to those in this Privacy Promise and the Terms of Service and as are required by applicable Data Protection Legislation.

  5. Reliability and Competence of Tribe Leader Personnel. Tribe Leader will take reasonable steps to ensure the reliability and competence of any Tribe Leader personnel who have access to Tribe Member Data. Tribe Leader will ensure that all Tribe Leader personnel required to access the personal data are informed of the confidential nature of the personal data and comply with the obligations set out in this Privacy Promise.

  6. Acknowledgement of Data Protection Legislation and Assistance. Tribe Leader will take all reasonable steps to assist Tribe Member in complying with applicable Data Protection Legislation. For example, Tribe Leader will promptly inform Tribe Member in writing if it receives: (i) a request from a data subject concerning any personal data; or (ii) a complaint, communication, or request relating to Tribe Member's obligations under Data Protection Legislation.

  7. Destruction or Return of Property Upon Membership Services Completion. Tribe Leader will not retain any of the personal data for longer than is necessary to provide Membership Services. At the end of Membership Services, or upon Tribe Member's request, Tribe Leader will securely destroy or return (at Tribe Member's election) the personal data to Tribe Member.

  8. Loss or Security Breach. If Tribe Leader becomes aware of any accidental, unauthorized or unlawful destruction, loss, alteration, or disclosure of, or access to Tribe Member Data processed by Tribe Leader in the course of providing Membership Services, it will do the following:

    1. Provide notice to identi. Tribe Leader shall promptly and without undue delay notify identi and provide identi with: a detailed description of the Loss or Security Breach; the type of data that was the subject of the Loss or Security Breach; the identity of each affected person if known, and the steps Tribe Leader has taken or will take in order to mitigate and remediate such Security Breach, in each case as promptly as such information can be collected or otherwise becomes available (as well as periodic updates to this information and any other information identi may reasonably request relating to the Loss or Security Breach); and

    2. Investigate the Matter promptly. Tribe Leader shall promptly take action, at its own expense, to investigate the Loss or Security Breach and to identify, prevent and mitigate the effects of the Loss or Security Breach and to carry out appropriate recovery actions to remedy the Loss or Security Breach.

  9. Compliance with Data Protection Legislation. Tribe Leader shall comply at all times with and assist identi in complying with its applicable obligations under Data Protection Legislation. Tribe Leader shall provide reasonable information requested by identi to demonstrate compliance with the obligations set out in this Privacy Promise. Tribe Leader will notify identi immediately if, in Tribe Leader's opinion, an instruction for the processing of personal data given by identi violates any country’s data privacy legislation.

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