Data Processing Agreement - Users

Agreement Last Updated: September 11, 2019

In order to provide the Services to its Users, Wix processes data of customers or visitors of the Users’ site or services (herein: “User Customers”). The processing of such data by Wix is hereinafter referred to as “Processing” (as such term is defined)under the GDPR). The following Data Processing Agreement (“DPA”) sets forth the terms of such Processing by Wix.

This Agreement is in addition to the Wix Terms of UsePrivacy Policy and any other applicable Wix terms (herein the, “Terms of Use”, “Privacy Policy” and, collectively, the “Wix Policies”). The terms of the Wix Policies shall apply to this Agreement as applicable. In the event of contradiction between this DPA and any of Wix Policies, the provisions of this DPA shall govern. Any capitalized term that is not defined herein, shall have the meaning ascribed to such term in the Wix Policies.

To the extent the User Customer Data which is Processed by Wix on behalf of the User is subject to the General Data Protection Regulation (Regulation (EU) 2016/679; the “GDPR”), the Users acknowledge and agree that for purposes of the provision of the Services by Wix, each User is the Data Controller of such Personal Data, and by using the Wix Services, the User has instructed Wix to process such Personal Data on his/her/its behalf pursuant to this DPA.

Definitions

For the purposes of this DPA, the following terms have the following meaning:

  • The terms “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, and “Processor”,  as used in these DPA, have the meanings given in the GDPR.

  • User Customer Data means the Personal Data of User Customers as Processed by Wix on behalf of the Users.

Terms of Personal Data Processing by Wix:

1. Wix shall:​

1.1

1.2

1.3

Process User Customer Data for the provision of the Services to Wix Users and according to the Wix Policies.

Ensure that anyone acting on its behalf, will Process User Customer Data according to the provisions of the Privacy Policy and applicable data protection regulations.

Implement appropriate technical, organizational and security measures to protect the privacy and security of the User Customer Data.

2. Users shall:

2.1

2.2

2.3

2.4

Collect, use and process Personal Data in accordance with any and all applicable data protection laws and regulations, including without limitation the GDPR.

Have sole responsibility for the accuracy, quality, and legality of User Customer Data and the means by which it was obtained.

Ensure the appropriate level of security when using Wix Services, taking into consideration any risks with respect to User Customer Data.

Any storage and/or transfer of User Customer Data by User to any third-party or platform other than Wix shall be at the sole risk and responsibility of the User.

3.

Each User hereby grants Wix general authorization to engage sub-processors without obtaining any further written, specific authorization from the User. If the User objects to any sub-processing by Wix such User should immediately discontinue their use of the Services. Wix shall execute an agreement with each sub-processor ensuring compliance by such sub-processor with at terms ensuring at least the same level of protection and security as those set out in this DPA.

4.

By using any of Wix’s Services, the User agrees to the adequacy of the organizational, technical and security measures implemented by Wix to protect the Personal Data. Some of those measures can be seen here

5.

If Wix becomes aware of any Personal Data Breach, Wix will, without undue delay, provide notification of such, to the affected Users,  in accordance with applicable regulations. Wix shall use reasonable efforts to include the following information in such notifications: details of the nature of such breach and number of records affected, the category and estimated number of affected data subjects, anticipated consequences and any actual or proposed measures to be taken by Wix (or on its behalf) in order to mitigate the potential negative effects of such breach.

Wix’s notification of a Personal Data Breach will not be deemed as an acknowledgement by Wix of any fault or liability with respect to such incident.

​In the event of a Personal Data Breach, the User shall be obligated to take the measures, required under applicable laws in connection with ts User Customer Datas

6.

Upon reasonable written request, Wix will:

6.1

6.2

Make available to the User certifications demonstrating Wix’s compliance with its obligations under this DPA and applicable law; and/or

Make available to the User information necessary to demonstrate compliance with its obligations under this DPA and applicable law.

7.

Wix shall assist its Users, within reasonable timetables, by the appropriate measures and,  as reasonably possible (considering the nature of the Processing), in complying with data subject rights and all other relevant obligations under data privacy regulations, including the GDPR.

8.

The Processing of the User Customer Data shall take place within the territory of the European Union, Israel or a third country, territory or one or more specified sectors within that third country of which the European Commission has decided that it ensures an adequate level of protection (transfer on the basis of an adequacy decision pursuant to paragraph 3 of Article 45 of the EU Regulation 2016/679 and decisions adopted on the basis of Article 25(6) of Directive 95/46/EC). Any transfer to and Processing in a third country outside the European Union that does not ensure an adequate level of protection according to the European Commission, shall be undertaken in accordance with the Standard Contractual Clauses (2010/87/EU) set out in Appendix 1 (depending on the nature of the data exporter and data importer as controller or processor).

9.

This DPA shall be in effect in relation to each User, for as long and such User, uses any of the Wix Services, provided however, that that in event in which Wix is obligated, according to the terms of this DPA or any Wix Policies, to keep Personal Data of a User Customer following the termination of the Services, this DPA shall continue to be in effect for as long as Wix holds such Personal Data.   

10.

Upon termination of the use by the User of the Services, and unless Wix is required to retain such User Customer Data under Wix Policies, any agreement or applicable laws, Wix shall, including upon written request by the User, delete the User’s Personal Data as soon as reasonably practicable and according to Wix Policies and applicable laws.

11.

Wix shall have the right to amend and/or adjust any of the terms of this DPA as may be required from time-to-time, in order to comply with any applicable laws or regulations.

12.

Any questions regarding this DPA or requests from Users to exercise Data Subject Rights as described herein or in the GDPR, should be addressed to the Wix Data Protection Officer at privacy@wix.com. Wix will attempt to resolve any complaints regarding the use of your User Customer Data in accordance with this DPA and Wix Policies.

Appendix 1 - Standard Contractual Clauses (PROCESSORS)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

The entity identified as “User” in the DPA (the “data exporter”) And Wix.com Ltd 40 Namal Tel Aviv St., Tel Aviv 6350671, Israel (the “data importer”) each a ‘party’; together ‘the parties’,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

The entity identified as “User” in the DPA (the “data exporter”) And Wix.com Ltd 40 Namal Tel Aviv St., Tel Aviv 6350671, Israel (the “data importer”) each a ‘party’; together ‘the parties’,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Definitions

a.

'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data1;

b.

'the data exporter' means the controller who transfers the personal data;

c.

'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

d.

'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

e.

'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

f.

'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2 - Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3 - Third-party beneficiary clause

1.

The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2.

The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3.

The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

4.

The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4 - Obligations of the data exporter

The data exporter agrees and warrants:

a.

that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

b.

that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;

c.

that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

d.

that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

e.

that it will ensure compliance with the security measures;

f.

that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

g.

to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

h.

to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

i.

that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

j.

that it will ensure compliance with Clause 4(a) to (i).

Clause 5 - Obligations of the data importer

The data importer agrees and warrants:

a.

to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

b.

that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

c.

that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

d.

that it will promptly notify the data exporter about:

i.

ii.

iii.

any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

any accidental or unauthorised access, and

any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

e.

to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

f.

at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, inter alia, internationally recognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.