This Data Processing Agreement (“Agreement”) is hereby executed between ACCELQ Inc. (“Data Processor”) and the Customer, identified as the Data Controller in the respective Terms of Service to which this document serves as an addendum, effective as of the date of the Terms of Service.
1. Definitions
1.1. “Data Controller” means the entity that determines the purposes and means of the processing of personal data.
1.2. “Data Processor” means the entity that processes personal data on behalf of the Data Controller.
1.3. “Personal Data” means any information relating to an identified or identifiable natural person, as defined by applicable data protection laws and regulations.
2. Purpose and Scope
2.1. Data Controller engages Data Processor to provide the test automation and test management product (“Product”), which offers a platform for Data Controller to write and manage test automation assets and results. The Product does not process or store any personal data as part of its functionality.
2.2. Data Processor agrees to act solely as a processor and shall process data on behalf of Data Controller for the purpose of providing the Product services. The processing carried out by the Product is limited to the technical functionalities required for test automation, and it does not involve specific instructions from Data Controller.
2.3. Data Controller is solely responsible for managing and processing any test data used in the Product. The Product does not receive or process test data in an identified or manual fashion and does not associate test data with specific individuals.
2.4. Data Controller is solely responsible for ensuring that any test data uploaded to the Product complies with applicable data protection laws and regulations.
3. Data Security
3.1. Data Processor shall implement appropriate technical and organizational measures to ensure the security of the Product and prevent unauthorized access or disclosure of personal data. These measures shall include but are not limited to encryption, access controls, and regular security assessments.
3.2. Data Processor shall ensure that its personnel who have access to the Product are subject to confidentiality obligations.
4. Subprocessing
4.1. Data Processor may engage sub-processors to provide certain services related to hosting and infrastructure support for the Product. Data Processor shall ensure that any sub-processor it engages provides sufficient guarantees to implement appropriate technical and organizational measures to meet the data protection requirements as set out in this Agreement.
4.2. Data Processor shall inform Data Controller in writing of any intended changes concerning the addition or replacement of sub-processors. Data Controller shall have the opportunity to object to such changes if they raise concerns about data protection.
4.3. Data Processor shall enter into a written agreement with each sub-processor that imposes data protection obligations no less protective than those in this Agreement.
4.4. Data Processor shall regularly review its subprocessor agreements to ensure that they continue to meet the requirements of this DPA.
5. Data Subject Rights
5.1. As the Product does not process personal data, Data Processor’s assistance with data subject rights requests is not applicable.
6. Data Breach Notification
6.1. In the unlikely event of a data breach affecting the Product’s infrastructure, Data Processor shall notify Data Controller without undue delay.
7. Data Deletion
7.1. Upon termination or expiration of the Agreement, Data Processor shall promptly delete all data processed under this Agreement.
8. Governing Law and Jurisdiction
8.1. This Agreement shall be governed by and construed in accordance with the laws of State of Texas. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the County of Dallas, TX.
9. Term and Termination
9.1. This Agreement shall remain in effect as long as Data Processor provides the Product services to Data Controller. Either party may terminate this Agreement with written notice.
IN WITNESS WHEREOF, the parties acknowledge their acceptance of this Data Processing Agreement as an addendum to the electronically accepted Terms of Service.