U.S. Data Processing Agreement (DPA)

 This U.S. Data Processing Agreement (“U.S. AGREEMENT”) forms part of the Memberstack Terms of Service, or other agreement governing the use of Memberstack (“Agreement”) entered by and between you, the Customer (as defined in the Agreement) (collectively, “you”, "your”, “Customer”), and Memberstack, Inc (“Memberstack”, “us”, “we”, “our”). Both parties shall be referred to as the “Parties” and each, a “Party”. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. 

HOW TO EXECUTE THIS U.S. AGREEMENT: 

This U.S. Agreement applies to the extent that Memberstack processes Personal Information (as defined below) as agreed upon by the parties in the Agreement (the “Functions”).

By using our Services, Customer accepts this U.S. Agreement and you represent and warrant that you have full authority to bind the Customer to this U.S. Agreement. If you cannot, or do not agree to, comply with and be bound by this U.S. Agreement, or do not have authority to bind the Customer or any other entity, please do not provide Personal Data to us. 

If you need a signed copy of this U.S. Agreement, you can contact team@memberstack.com.

1. Definitions 

Memberstack means the company that is a party to this U.S. AGREEMENT. It is organized under the laws of the state of Delaware (USA) and has its head office located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, USA.

Memberstack Group means Memberstack and its Affiliates engaged in the Processing of Personal Data.

CCPA means the California Consumer Privacy Act, Cal. Civ. Code §1798.100 et seq., and its implementing regulations.

Service Provider has the meaning set forth in Section 1798.140(v) of the CCPA.

U.S. Data Protection Laws all laws and regulations of the United States of America, including the CCPA, applicable to the processing of Personal Information under the Agreement. 

Personal Information means any Customer Data that relates to an identified or identifiable natural person, to the extent that such information is protected as “personal data” or “personal information” (or an analogous variation of such terms) under applicable U.S. Data Protection Laws.

2. Disclosure 

The parties acknowledge and agree that Memberstack is a Service Provider and receives Personal Information pursuant to the business purpose of providing the Functions to Customer in accordance with the Agreement. For the avoidance of doubt, Memberstack shall not: (i) sell Personal Information; (ii) retain, use, or disclose Personal Information for any purpose other than for the specific purpose of performing the Functions, including retaining, using or disclosing Personal Information for a commercial purpose other than providing the Functions; and (iii) retain, use, or disclose Personal Information outside of the direct business relationship between Customer and Memberstack. Memberstack certifies that Memberstack understands the restrictions in this Section 2 and will comply with them in accordance with the requirements of applicable U.S. Data Protection Laws.

3. Miscellaneous

This U.S. Agreement may be executed and delivered by PDF counterparts or electronic signatures and such execution and delivery will have the same force and effect of an original document with original signatures.