Yahoo Data Processing Terms and Conditions
The Parties are entering into an MSA for the provision of Services. The Parties agree that there may be Personal Data shared between the Parties, including but not limited to, name, address, phone number, email address, internet protocol addresses, precise location data and similar unique IDs such as cookie IDs and device IDs, in connection with the performance of each Party’s obligations under the MSA described below. This Agreement only applies to the extent that EU/UK Data Protection Law applies to the Processing of Personal Data under this Agreement, including if (a) the Processing is in the context of the activities of an establishment of either Party in the European Economic Area (“EEA”) or the United Kingdom (“UK”) and/or (b) the Personal Data relates to Data Subjects who are in the EEA or the UK and the Processing relates to the offering to them of goods or services or the monitoring of their behaviour in the EEA or the UK by or on behalf of a Party. The Parties shall ensure that they will Process Personal Data solely for the purposes set forth in the MSA or as otherwise agreed to in writing by the Parties. For the avoidance of doubt, this Agreement and the obligations hereunder do not apply to aggregated reporting or depersonalised statistics a Party may provide to the other Party in connection with the provision of the Services hereunder.
- Definitions and Interpretation
- In this Agreement, the following terms shall have the following meanings:
- "Applicable Data Protection Law" means any and all applicable privacy and data protection laws and regulations (including, where applicable, EU/UK Data Protection Law) as may be amended or superseded from time to time.
- "Controller", "Processor", "Data Subject", "Personal Data", "Processing" (and "Process"), “Personal Data Breach” and "Special Categories of Personal Data" shall have the meanings given in EU/UK Data Protection Law.
- "Controller to Controller Standard Clauses" in relation to the Processing of Personal Data pursuant to this Agreement means the standard clauses for the transfer of Personal Data to Controllers established in third countries approved by the European Commission from time to time, the approved version of which in force at present is that set out in the European Commission's Decision 2004/915/EC of 27 December 2004, available at: http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=celex%3A32004D0915. Schedule A to this Agreement shall apply as Annex B of the Controller to Controller Standard Clauses.
- "Controller to Processor Standard Clauses" in relation to the Processing of Personal Data pursuant to this Agreement means the standard clauses for the transfer of Personal Data to Processors established in third countries approved by the European Commission from time to time, the approved version of which in force at present is that set out in the European Commission's Decision 2010/87/EU of 5 February 2010, available at: http://eur-lex.europa.eu/legal-content/en/TXT/?uri=CELEX%3A32010D0087. Exhibit 2 to this Agreement shall apply as Appendix 1 of the Controller to Processor Standard Clauses.
- “Cross-App Advertising” as currently defined by the Network Advertising Initiative (“NAI”), means the collection of data through applications owned or operated by different entities on a particular device for the purpose of delivering advertising based on the preferences or interests known or inferred from the data collected, or as may be amended by the NAI from time to time.
- "EU/UK Data Protection Law" means the (i) EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); (ii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended (e-Privacy Law); (iii) any national data protection laws made under, pursuant to, replacing or succeeding (i) and (ii); and (iv) any legislation replacing or updating any of the foregoing.
- "ID" means: (i) a unique identifier stored on an end-user’s device, (ii) a unique identifier generated on the basis of device information, or (iii) a resettable advertising ID associated with a mobile device or an application.
- "MSA" means any agreement between Yahoo and Company where a Party engages in or is permitted to engage in the Processing of Personal Data of Data Subjects.
- "Relevant Privacy Requirements" mean all (i) applicable advertising self-regulatory requirements, laws, governmental regulations and court or government agency orders, decrees and policies relating in any manner to the collection, use or dissemination of information from or about users, user traffic or otherwise relating to privacy rights or with respect to the sending of marketing and advertising communications; (ii) any written agreements Company or Yahoo may have with non-governmental certification or self-regulatory bodies and that are made available in writing by one Party to the other; (iii) posted privacy policies; and (iv) for mobile applications, the terms of service for the applicable mobile operating system.
- "Security Incident" shall mean any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data of the other Party. For the avoidance of doubt, any Personal Data Breach of the other Party’s Personal Data will comprise a Security Incident.
- "Services" means services provided to the other Party pursuant to the terms of an MSA.
- “Subprocessor” means any entity which provides processing services on behalf of a Processor.
- The Exhibits and Annexes form part of this Agreement and a reference to an Exhibit or an Annex is, unless stated otherwise, a reference to an exhibit or annex to this Agreement.
- References to the Controller to Controller Standard Contractual Clauses and the Controller to Processor Standard Contractual Clauses (together the “SCCs”) shall, to the extent applicable, be deemed to refer to: (a) any equivalent document adopted by the United Kingdom (“UK SCCs”); and/or (b) any amended or replacement version of (i) the SCCs adopted by the European Commission and/or (ii) the UK SCCs.
- In consideration of the mutual obligations set out herein, the Parties hereby agree that the terms and conditions set out below shall be added as an addendum to the MSA. Except where the context requires otherwise, references in this Agreement to the MSA are to the MSA as amended by, and including, this Agreement.
- In this Agreement, the following terms shall have the following meanings:
- Obligations of the Parties
- The Parties agree that they will each act as a Controller, Processor and/or Subprocessor as further detailed at the services description page located at https://legal.yahoo.com/ie/en/yahoo/terms/servicesdescription/index.html (the “Services Description Page”).
- Part I of Annex 1 located at https://legal.yahoo.com/ie/en/yahoo/terms/dpa/part1/index.html will apply where Yahoo and Company are both Controllers.
- Part II of Annex 1 located at https://legal.yahoo.com/ie/en/yahoo/terms/dpa/part2/index.html will apply where:
- Yahoo is a Controller and the Company is a Processor, or
- Yahoo is acting as a Processor on behalf of a third party Controller (not Company) and Company is a Subprocessor.
- Part III of Annex 1 located at https://legal.yahoo.com/ie/en/yahoo/terms/dpa/part3/index.html will apply where:
- Company is a Controller and Yahoo is a Processor, or
- Company is acting as a Processor on behalf of a third party Controller and Yahoo is a Subprocessor.
- The Parties shall, at all times, comply with their respective obligations under Applicable Data Protection Laws.
- International transfers
- Where EU/UK Data Protection Law applies, neither Party shall transfer or permit any Personal Data shared by the other Party to be transferred to a territory outside of the EEA or the UK (as applicable) unless it has taken such measures as are necessary to ensure the transfer is in compliance with EU/UK Data Protection Law. Such measures may include (without limitation) transferring the Personal Data to a recipient in a country that for the purposes of EU/UK Data Protection Law is deemed to provide adequate protection for Personal Data.
- Where each Party is a Controller, the following terms apply. Except with regard to Personal Data transferred from one Party to the other Party in reliance on the transferring Party’s appropriate transfer mechanism specified in Section 3.1 above, the Controller to Controller Standard Clauses shall apply to the receiving party’s Processing of the Personal Data in countries outside the EEA (and/or the UK) that do not provide an adequate level of data protection. To the extent that the Parties transfer Personal Data in reliance on the Controller to Controller Standard Clauses, the Controller to Controller Standard Clauses shall be completed and signed contemporaneously with the execution of this Agreement by the Parties. Where and to the extent that the Controller to Controller Standard Clauses apply pursuant to this Section 3, if there is any conflict between this Agreement and the Controller to Controller Standard Clauses the standard clauses shall prevail.
- Where a Party is the other Party’s Processor, the following terms apply. Unless the Processor transfers Personal Data pursuant to a transfer mechanism specified in Section 3.1 above, the Processor shall execute and abide by the Controller to Processor Standard Clauses which shall apply to Processing of Personal Data in countries outside the EEA (and/or the UK) that do not provide an adequate level of data protection. To the extent that the Parties transfer Personal Data in reliance on the Standard Clauses, the Standard Clauses shall be completed and signed contemporaneously with the execution of this Agreement by the Parties. Where and to the extent that the Controller to Processor Standard Clauses apply pursuant to this Section 3, if there is any conflict between this Agreement and the Controller to Processor Standard Clauses the standard clauses shall prevail.
- Term and Concluding Provisions
The term of this Agreement will take effect on the date of execution of this Agreement (the “Effective Date”) by the Parties and will remain in effect until terminated by either Party (the “Term”). The Parties agree that Personal Data will be processed by the other Party for the duration of the Services under the Agreement. This Agreement shall survive termination or expiry of the MSA. Upon termination or expiry of the MSA, each Party may continue to Process Personal Data provided that such Processing complies with the requirements of this Agreement and Applicable Data Protection Law and provided that such Processing ceases within thirty (30) days, or earlier upon written request by the other Party. Notwithstanding the Effective Date of this Addendum, the Parties agree that the obligations under this Addendum that are specific to the GDPR shall not apply until the GDPR has come into full force and effect (the “GDPR Effective Date”).
This Agreement and any underlying MSA shall constitute the entire agreement between the Parties with respect to the subject matter hereof, and this Agreement supersedes all prior agreements or representations, oral or written, regarding such subject matter including any provisions in the MSA which address the processing of Personal Data. This Agreement and all disputes arising out of or relating to this Agreement shall be interpreted, construed and enforced in accordance with the laws of the Republic of Ireland. Each Party irrevocably consents to the exclusive jurisdiction of the courts situated in the Republic of Ireland over all such disputes and claims under this Agreement and all actions to enforce such claims or to recover damages or other relief in connection with such claims under this Agreement except to the extent that Applicable Data Protection Law requires otherwise. The Parties may execute this Agreement in counterparts, including facsimile, PDF, electronic signature (Echosign, DocuSign, etc.) and other electronic copies, which taken together will constitute one instrument.