1.1. In this Addendum:
“CCPA” California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100 to 1798.199) and its implementing regulations, including without limitation and in each case any amendments and implementing regulations that become effective after the date of this Addendum.
“Contracted Services” means the services you have determined will be provided by Thinkific under the Agreement or Section 5.1 of this Addendum.
1.2. When used in this Addendum, the following terms will have the same meaning as in the CCPA: (a) aggregate consumer information; (b) business; (c) business purpose; (d) collect; (e) commercial purpose; (f) consumer; (g) deidentified; (h) personal information (i) publicly available; (j) sell; (k) service provider; and (l) processing.
2.1. Under the Agreement, you have determined that Thinkific may act as a “service provider” to you by providing you with the Contracted Services in relation to any one or more of: (a) online course platform software; (b) online course management and administration; and (c) support and maintenance.
2.2. The Contracted Services may involve Thinkific processing personal information on your behalf, which may include personal information relating to your customers, students or subscribers or other individuals with whom you deal in the course of your business.
2.3. You will determine the purposes and means of the processing of personal information.
3. Personal Information – Thinkific Obligations
3.1. Thinkific will not:
- 3.1.1. retain, use, or disclose the personal information for any purpose other than for the specific purpose of performing the Contracted Services, including retaining, using, or disclosing the personal information for a commercial purpose other than providing the Contracted Services;
- 3.1.2. retain, use, or disclose the personal information outside of the direct business relationship between you and Thinkific;
- 3.1.3. sell the personal information; and
- 3.1.4. further collect or use the personal information of the consumer except as necessary to perform a business purpose.
3.2. Thinkific hereby certifies that it understands its obligations under Section 3.1 and will comply with them.
3.3. Thinkific will not respond to any request received by it from a consumer under the CCPA other than to inform the consumer that the request cannot be acted upon because it has been sent to a service provider.
4. Personal Information – Your Obligations
4.1. You represent, warrant and covenant that:
- 4.1.1. you do not and will not sell consumers’ personal information; or
- 4.1.1. you have provided notice of that information being used or shared in its terms and conditions consistent with Section 1798.135 of the CCPA.
4.2. You will not:
- 4.2.1. require Thinkific to sell personal information on your behalf; or
- 4.2.2. unless necessary to perform a business purpose, provide Thinkific with, or require or direct Thinkific to collect on your behalf, any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.
5. Contracted Services
5.1. The parties agree that the Contracted Services may include, without limitation, the following activities to the extent Thinkific determines such activities are necessary for it to perform the the services provided under the Agreement: (a) retaining and employing another service provider as a subcontractor, where the subcontractor meets the requirements for a service provider under the CCPA, (b) internally building or improving the quality of Thinkific’s services, except building or modifying household or consumer profiles to use in providing services to another business, or correcting or augmenting data acquired from another source, (c) detecting data security incidents, or protecting against fraudulent or illegal activity; and (d) complying with federal, state, or local laws, comply with a civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by federal, state, or local authorities; cooperating with law enforcement agencies concerning conduct or activity that you, Thinkific or a third party reasonably and in good faith believes may violate federal, state, or local law; or exercising or defending legal claims.
5.2. The parties agree that the Contracted Services are necessary to perform a business purpose and form part of the direct business relationship between Thinkific and you.
Your remedies with respect to any breach by Thinkific of the terms of this Addendum and the overall aggregate liability of Thinkific arising out of, or in connection with the Agreement (including this Addendum) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement (the “Liability Cap”). For the avoidance of doubt, the parties intend and agree that the overall aggregate liability of Thinkific and its affiliates arising out of, or in connection with the Agreement (including this Addendum) will in no event exceed the Liability Cap.