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Data Processing Amendment

Introduction to this Amendment​

Processing personal data in a secure, fair, and transparent way is extremely important to us at uTaxes. As part of this effort, we process personal data in accordance with U.S. Data Protection Laws, including the California Consumer Privacy Act («CCPA»), Health Insurance Portability and Accountability Act («HIPAA»), and Payment Card Industry compliance («PCI»). We also process personal data in accordance with Non-U.S. Data Protection Laws governing the handling of various types of personal data.

To better protect individuals’ personal data, we are providing these terms to govern uTaxes’s and your handling of personal data (the "Data Processing Amendment" or "DPA"). This DPA forms part of, and amends, the Terms of Service ("ToS") and requires no further action on your part.

If you do not agree to this DPA, you may discontinue the use of the uTaxes service and cancel your account.

Definitions​

It is important that all parties understand what data and whose data is protected under this DPA. Each party has respective obligations to protect personal data; therefore, the following definitions explain the scope of this DPA and the mutual commitments to protect personal data.

  • "uTaxes", "we", "us", or "our" refers to the provider of the uTaxes website and services, (collectively referred to as the "uTaxes Service.").
  • "You" or "Customer" refers to the company or organization that signs up to use the uTaxes Service to manage the relationships with your consumers or service users.
  • "Party" refers to uTaxes and/or the customer depending on the context.
  • "Personnel" refers to those individuals who are employed by or are under contract to perform a service on behalf of one of the parties. Personnel may have rights in their personal data (including business contact information) if they reside in the U.S.
  • "Sub-processor" is a Third-party, independent contractors, vendors and suppliers who provide specific services and products related to the uTaxes website and our services, such as hosting, credit card processing and fraud screening, and mailing list hosting ("third-party" or "outside contractor" shall have similar meanings).
  • "Incident" means: (a) a complaint or a request with respect to the exercise of an individual’s rights under applicable U.S. data protection laws; (b) an investigation into or seizure of the personal data by government officials, or a specific indication that such an investigation or seizure is imminent; or (c) any breach of the security and/or confidentiality as set out in this DPA leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the personal data, or any indication of such breach having taken place or being about to take place.

The terms, "Data Subject", "Personal Data", "Member State", "Controller", "Processor", and their cognate terms shall be construed accordingly.

‘Data Protection Law’ means all applicable legislation relating to data protection and privacy, together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time.

For the sake of readability, we do not use initial capitalization of defined terms in this DPA. Defined terms are defined terms, irrespective of their format.

1. Undertakings regarding personal data​

1.1 Each party agrees that personal data shall be treated as confidential information under this DPA. In addition, each party shall at all times comply with applicable laws relating to data protection in the relevant jurisdiction with respect to each other’s personal data.

1.2 Personal Data shall remain the property of the disclosing party. uTaxes acknowledges that the customer is the controller and maintains control over the data subject’s personal data.

1.3 uTaxes will process customer’s personal data only to the extent strictly necessary for the purpose of providing the services in accordance with the ToS and any further written instructions from the customer that are mutually agreed upon in writing. The details of the processing of personal data will comply with applicable U.S. data protection laws, including any specific requirements outlined in CCPA and HIPAA. uTaxes agrees that:

1.3.1 it will implement and maintain a reasonable and appropriate security program comprising adequate security, technical and organizational measures to protect against unauthorized, unlawful or accidental processing, use, erasure, loss or destruction of, or damage to, customer personal data;

1.3.2 it will not modify, alter, delete, publish or disclose any customer personal data to any third party, nor allow any third party to process such personal data on uTaxes’s behalf unless the third party is bound to similar confidentiality and data handling provisions;

1.3.3 It shall ensure that access to personal data is limited to those personnel who require such access to perform its obligations under the ToS, and its personnel engaged in the processing of personal data are informed of the confidential nature of the personal data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. uTaxes shall ensure that such confidentiality obligations survive the termination of the personnel engagement;

1.3.4 it will only process customer personal data to the extent necessary to perform its obligations under the ToS, upon written instructions of the customer (only as mutually agreed upon), and in accordance with applicable laws.

1.4 Upon termination of your account, uTaxes will delete, or at customer’s request, return all personal data in accordance with our standard backup and retention policy per the ToS, normally, no later than 90 days, unless we are required to retain personal data due to United States laws; in which case uTaxes reserves the right to retain personal data.

1.5 The parties acknowledge that customers may from time to time be in possession of personal data relating to uTaxes’s personnel in connection with the use of the uTaxes Service. uTaxes warrants that it has provided to such personnel all necessary notifications and obtained all necessary consents, authorizations, approvals and/or agreements as required under any applicable law in order to enable: (i) the disclosure of uTaxes’s personnel personal data to customer in connection with the customer’s use of the uTaxes Service; and (ii) further processing of such uTaxes personal data by customer for the purpose of using the uTaxes Service.

2. Undertakings regarding sub-processors​

2.1 The parties acknowledge that uTaxes may engage third-party sub-processors in connection with the obligations of the ToS. For any sub-processor with which uTaxes engages, we will enter into a written agreement containing data protection obligations no less protective than those in this amendment and as required to protect customer’s personal data to the standard required by applicable U.S. data protection laws, including CCPA and HIPAA.

2.2 uTaxes shall make available to customers the current list of sub-processors by posting that list online at: https://api.uTaxes.com/hc/policies/list-of-sub-processors.

2.3 Customers acknowledge and consent to the engagement of sub-processors by uTaxes as outlined above, in compliance with applicable U.S. data protection laws.

3. Customer undertakings and uTaxes’s assistance​

3.1 Customer warrants that it has all necessary rights to provide to uTaxes the personal data for processing in connection with the provision of the uTaxes Services.

3.2 To the extent required by applicable law, customer is responsible for ensuring that any data subject consents that may be necessary to this processing are obtained, and for ensuring that a record of such consents is maintained, including any consent to use personal data that is obtained from third parties. Should such consent be revoked by a data subject, customer is responsible for communicating the fact of such revocation to uTaxes, and uTaxes remains responsible for implementing any customer instruction with respect to the further processing of that personal data, or, as may be in accordance with any of uTaxes’s legal obligations.

3.3 Customer understands, as a controller, that he/she is responsible (as between customer and uTaxes) for:

3.3.1 determining the lawfulness of any processing, performing any required data protection impact assessments, and accounting to regulators and individuals, as may be needed;

3.3.2 making reasonable efforts to verify parental consent when data is collected on a data subject under 13 years of age, in compliance with COPPA (Children’s Online Privacy Protection Act);

3.3.3 providing relevant privacy notices to data subjects as may be required in your jurisdiction, including notice of their rights and provide the mechanisms for individuals to exercise those rights;

3.3.4 responding to requests from individuals about their data and the processing of the same, including requests to have personal data altered, corrected, or erased, and providing copies of the actual data processed;

3.3.5 implementing your own appropriate technical and organizational measures to ensure and demonstrate processing in accord with this DPA;

3.3.6 notifying individuals and any relevant regulators or authorities of any incident as may be required by law in your jurisdiction.

3.4 uTaxes shall assist the customer by implementing appropriate technical and organizational measures, insofar as this is reasonably and commercially possible, in fulfilling customer’s obligations to respond to individuals’ requests to exercise rights under applicable U.S. data protection laws.

3.5 uTaxes shall assist the customer by implementing appropriate technical and organizational measures, insofar as this is reasonably and commercially possible, to ensure compliance with applicable U.S. data protection and privacy laws, including CCPA and HIPAA.

3.6 On an annual basis, uTaxes will procure an independent audit of its code base and systems by independent third parties to demonstrate compliance with its obligations under this DPA. Upon customer request, and subject to confidentiality obligations, uTaxes shall make available to customer information reasonably necessary to demonstrate compliance with uTaxes’s obligations under this DPA. At a minimum, upon written request, uTaxes will produce to customer an executive summary of any third-party audit reports concerning the adequacy of uTaxes’s technical security measures as described in the Security Policy.

4. Incident Management​

4.1 When either party becomes aware of an incident that impacts the processing of personal data, it shall promptly notify the other about the incident and shall reasonably cooperate in order to enable the other party to perform a thorough investigation into the incident, to formulate a correct response, and to take suitable further steps in respect of the incident.

4.2 Both parties shall at all times have in place written procedures which enable them to promptly respond to the other about an incident. Where the incident is reasonably likely to require a data breach notification under applicable laws, the party responsible for the incident shall notify the other without undue delay of having become aware of such an incident.

4.3 Any notifications made under this section shall be made to help@uTaxes.com (when made to uTaxes) and to our point of contact with you (when made to the customer), and shall contain:
(i) a description of the nature of the incident, including, where possible, the categories and approximate number of individuals concerned and the categories and approximate number of records concerned;
(ii) the name and contact details of the point of contact where more information can be obtained;
(iii) a description of the likely consequences of the incident; and
(iv) a description of the measures taken or proposed to be taken to address the incident including, where appropriate, measures to mitigate its possible adverse effects.

5. Liability and Indemnity​

5.1 Each party’s liability towards the other party under or in connection with this DPA will be limited in accordance with the provisions of the ToS.

5.2 The customer acknowledges that uTaxes is reliant on the customer for direction as to the extent to which uTaxes is entitled to process customer’s personal data on behalf of customer in performance of the Services. Consequently uTaxes will not be liable under the ToS for any claim brought by a data subject arising from any action or omission by uTaxes, to the extent that such action or omission resulted from the customer’s instructions or from customer’s failure to comply with its obligations under the applicable data protection law.

6. Duration and Termination​

6.1 This DPA shall come into effect on January 1, 2022 and shall continue until it is changed or terminated in accordance with the ToS.

6.2 Termination or expiration of this DPA shall not discharge the parties from the confidentiality obligations herein.

7. International Data Transfers​

7.1 Data center locations. Customer acknowledges that uTaxes may transfer and process personal data to and in the United States and anywhere else in the world where uTaxes, its affiliates or its sub-processors maintain data processing operations. uTaxes shall at all times ensure that such transfers are made in compliance with the requirements of U.S. Data Protection Laws.

7.2 References to European-specific data transfers, including SCCs and EU Data Protection Laws, have been removed as they are not applicable to this DPA.

Jurisdiction-Specific Terms​

1. To the extent uTaxes processes personal data originating from and protected by U.S. Data Protection Laws, such as CCPA or HIPAA, the terms specified in this DPA will govern. References to Annex A and jurisdiction-specific terms outside the U.S. have been removed.

Annex A – Jurisdiction-Specific Terms​

California​

  1. The definitions of: "controller" includes "Business"; "processor" includes "Service Provider"; "data subject" includes "Consumer"; "personal data" includes "Personal Information"; in each case as defined under CCPA.

  2. "Process", "Processed" or "Processing" means any operation or set of operations which is performed on Personal Information, or on sets of Personal Information, whether or not by automated means.

  3. uTaxes’s obligations regarding data subject requests, as described in Section 3(d) and 3(e) (data subject rights and cooperation) of this DPA, apply to Consumer’s rights under the CCPA.

  4. Notwithstanding anything to the contrary, Customer Personal Information is the Personal Information that uTaxes processes on behalf of Customer under the Agreement. uTaxes may Process Customer Personal Information for the sole purpose of performing its obligations under the Agreement and shall not use Customer Personal Information for any other purpose without the express written consent of Customer. In particular, uTaxes shall not: (i) sell, as it is defined in the CCPA, Customer Personal Information or share Customer Personal Information with any third party without Customer’s permission; (ii) retain, Customer or disclose Customer Personal Information for any purpose other than the purposes specified in this Agreement, including retaining, using or disclosing Customer Personal Information for a commercial purpose other than to provide its services to Customer; and (iii) retain, use or disclose Customer Personal Information outside of uTaxes’s business relationship with Customer. The parties acknowledge that any disclosure of Customer Personal Information pursuant to the Agreement does not confer any value under the Agreement.

  5. uTaxes shall comply with all applicable requirements of the CCPA in the performance of its obligations under the Agreement, including implementing and maintaining reasonable security measures appropriate to the nature of the Personal Information, in order to protect Customer Personal Information from unauthorized access, destruction, use, modification, or disclosure. uTaxes undertakes to repair any harm any person may suffer due to Processing performed in violation of its legal, regulatory and contractual obligations, except if uTaxes proves that it is not liable for such harm.

  6. uTaxes may de-identify or aggregate personal data as part of performing the Service specified in this DPA and the Agreement.

  7. Where sub-processors process the personal data of our customers, uTaxes takes steps to ensure that such sub-processors are Service Providers under the CCPA with whom uTaxes has entered into a written contract that includes terms substantially similar to this DPA or are otherwise exempt from the CCPA’s definition of "sale". uTaxes conducts appropriate due diligence on its sub-processors.

United Kingdom​

  1. The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, as amended, superseded or replaced, once entering into force, and the UK Data Protection Act 2018.

Appendix​

Annex I​

A. List of parties​

DATA EXPORTER (CUSTOMER)DATA IMPORTER (uTaxes)
COMPANY NAMEuTaxes, LLC
ADDRESS1178 Broadway, New York, NY 10001
CONTACT PERSON’S NAME, POSITION AND CONTACT DETAILSVictor Radzinsky, CEOdpo@uTaxes.com
SIGNATURE AND DATE:
ROLEController
Activities relevant to the data transferred under these clauses:See Annex I.B

B. DESCRIPTION OF TRANSFER​

  • Categories of data subjects whose personal data is transferred
    The personal data concerns the end users of our customers.

  • Categories of personal data transferred
    The uTaxes platform caters to a broad customer and end user base that spans across the spectrum of industries. uTaxes does not control nor limit the subject matter our customers’ end users submit through the use of our tool. Considering this, the nature of the product, and uTaxess’ role as a processor, inventorying an absolute list of data categories ingested and processed is not possible. uTaxes processes data that could include but is not limited to: name, age, sex, gender, family status, address, education level, lifestyle and habits, IP address and location data, customer satisfaction, profession, employment status, usage data, and image recordings (digital photo or video).

  • Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved
    uTaxes processes data that could include but is not limited to the special categories of data: health data, genetic data, racial and ethnic origin, sexual orientation and/or habits, political opinion, religious affiliation or beliefs, non-political or non-trade union memberships, criminal convictions and offenses.

  • The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
    Personal data is ingested on a continuous basis.

  • Nature of the processing
    Personal data is ingested by the day to day use of the platform. Data can be ingested through manual entries by uTaxes’s customers or in an automated manner through the log collections on the platform. Data is stored within uTaxes’s production database.

  • Purpose(s) of the data transfer and further processing
    Personal Data is Processed for the purpose of delivering the uTaxes service and supporting the uTaxes website and the platform services.

  • The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
    The subject matter and duration of the processing of the personal data are set out in the Terms of Service.

  • For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
    uTaxes uses the sub-processors found online at api.uTaxes.com/policies/sub-processors/ when delivering services to their customers. The list specifies the subject matter and nature of the processing activities performed by uTaxes’s sub-processors and applicable data transfer mechanism.

C. COMPETENT SUPERVISORY AUTHORITY​

Identify the competent supervisory authority/ies in accordance with Clause 13

Location of the Data Exporter/Location of Data Exporter’s largest customer base

Contact Information​

For any questions, reach out to:
Email: help@uTaxes.com

This policy was last updated on January 18th, 2025.

Last Updated: January 27, 2025
Effective Date: January 27, 2025