Privacy Policy

This Data Processing Agreement (“DPA”) forms part of the Andela Agreement (including any associated Order Form, Statement of Work, or Master Service Agreement entered into therewith) by and between Client and Andela (the “Agreement”). All capitalized terms not defined in this DPA will have the meanings set forth in the Agreement.

1. Definitions

1. “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor”, and “Supervisory Authority” will have the meanings given to them in the GDPR.
2. “Data Protection Laws” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (“GDPR”), and the e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC), their national implementations in the European Economic Area (“EEA”), and all other data protection laws of the EEA including laws of the European Union (“EU”), the United Kingdom (“UK”) and Switzerland, each as applicable, and as may be amended or replaced from time to time.
3. “Data Subject Rights” means all rights granted to Data Subjects by Data Protection Laws, including the right to information, access, rectification, erasure, restriction, portability, objection, the right to withdraw consent, and the right not to be subject to automated individual decision-making.
4. “International Data Transfer” means any transfer of Client Personal Data from the EEA, UK or Switzerland to an international organization or to a country outside of the EEA, UK, or Switzerland, and includes any onward disclosure of Client Personal Data to another recipient within that country, as well as any onward transfer of Client Personal Data from the international organization or the country outside of the EEA, UK, or Switzerland to another country outside of the EEA, UK, or Switzerland.
5. “Client Personal Data” means any Personal Data that is subject to Data Protection Laws, for which Client or Third-Party Controller is the Controller, and which is Processed by Andela to provide the Services to Client.
6. “Personnel” means any natural person acting under the authority of Andela.
7. “Sensitive Data” means any type of Personal Data that is designated as a sensitive or special category of Personal Data or otherwise subject to additional restrictions under Data Protection Laws.
8. “Standard Contractual Clauses” or “SCCs” mean the clauses annexed to the EU Commission Implementing Decision 2021/914 of June 4, 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (OJ L 199, 7.6.2021, p. 31-61), as amended or replaced from time to time.
9. “Sub-processor” means a Processor engaged by another Processor to carry out Processing on behalf of a Controller.
10. “Third-Party Controller” means a Controller for which Client is a Processor.
11. “UK Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner under Section 119A of the UK Data Protection Act 2018 (version B1.0, in force March 21, 2022), available at https://ico.org.uk/media/for-organisations/documents/4019483/international-data-transfer-addendum.pdf.

2. Scope and Applicability

1. The DPA applies to Processing of Client Personal Data by Andela to provide the Services.
2. The subject matter, nature, and purpose of the Processing, the types of Client Personal Data and categories of Data Subjects are set out in Appendix I and the Agreement.
3. Client is a Controller and appoints Andela as a Processor on behalf of Client. Client is responsible for compliance with the requirements of Data Protection Laws applicable to Controllers.
4. To the extent Client is a Processor on behalf of a Third-Party Controller, Client engages Andela as a Sub-processor to Process Client Personal Data on behalf of that Third-Party Controller. When Client is acting on behalf of Third-Party Controller(s), then Client: (i) is the single point of contact for Andela; (ii) must obtain all necessary authorizations from such Third-Party Controller(s); (iii) undertakes to issue all instructions and exercise all rights on behalf of such Third-Party Controller(s); and (iv) is responsible for compliance with the requirements of Data Protection Laws applicable to Processors.
5. Client acknowledges that Andela may Process Personal Data relating to the operation, support, or use of the Services for its own business purposes, such as billing, account management, data analysis, benchmarking, technical support, and product development. Andela is the Controller for such Processing and will Process such data in accordance with Data Protection Laws

3. Duration of this DPA

1. This DPA is effective for as long as Andela Processes Client Personal Data on behalf of Client.

4. Collecting, Processing and Subprocessing of Client Personal Data

1. Client Data Collection and Processing
2. Client will comply with its obligations under the Data Protection Laws in respect of its collecting and processing of Client Personal Data and any processing instructions it issues to Andela. Client represents that it has all rights, consents, and authorizations necessary for Andela to process Client Personal Data pursuant to Data Protection Laws and the Agreement.
3. Client authorizes Andela, in providing the Services, to Process Client Personal Data in accordance with applicable laws.
4. Upon notice in writing to Client, Andela may terminate the Agreement if Andela has determined, or has reason to believe, that Client is not in compliance with Data Protection Laws as a Controller or Processor.
5. Andela Data Processing
6. Andela will comply with its obligations as a Processor under applicable Data Protection Laws and will process Client Personal Data to provide Services and in accordance with Client’s documented instructions. Client’s instructions are documented in this DPA and the Agreement. Client agrees that this DPA is its complete and final agreement with Andela in relation to the Processing or sub-processing of Client Personal Data.
7. Andela will comply with documented instructions of Client related to Processing Client Personal Data. Unless prohibited by applicable law, Andela will inform Client if Andela is subject to a legal obligation that requires Andela to Process Client Personal Data in contravention of Client ’s documented instructions.
8. Client may reasonably issue additional instructions as necessary to comply with Data Protection Laws. Andela may charge a reasonable fee to comply with any additional instructions.
9. Upon notice in writing, Client may terminate the Agreement if Andela declines to follow Client’s reasonable instructions that are outside the scope of, or changed from, those given or agreed to in this DPA, to the extent such instructions are necessary to enable Andela to comply with Data Protection Laws.
10. Sub-processing
11. Client hereby authorizes Andela to engage Sub-processors, including its subsidiaries. A list of Andela’s current Sub-processors is available upon request to privacy@andela.com. Subject to any applicable disclaimers or limitations of liability, Andela remains responsible for the acts, errors, or omissions of its sub-processors to the extent applicable to Andela’s obligations under this DPA.
12. Andela will enter into a written agreement with Sub-processors which imposes the same obligations as required by Data Protection Laws.
13. Andela will inform Client prior to any intended change to Sub-processors. Client may object to the addition of a Sub-processor based on reasonable grounds relating to a potential or actual violation of Data Protection Laws by providing written notice detailing the grounds of such objection within thirty (30) days following Andela’s notification of the intended change. Client and Andela will work together in good faith to address Client’s objection. If Andela chooses to retain the Sub-processor, Andela will inform Client at least thirty (30) days before authorizing the Sub-processor to Process Client Personal Data, and Client may immediately discontinue using the relevant parts of the Services, and may terminate the relevant parts of the Services within thirty (30) days.

5. Technical and Organizational Security Measures

1. Measures by Andela
2. Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, prior to the commencement of any processing, Andela shall implement, establish and maintain commercially reasonable technical and organizational security measures. Andela shall present and document such technical and organizational security measures for review by Client. Such technical and organizational security measures shall become the foundation of the Services and are subject to technical progress and development. Andela may, from time to time, modify such technical and organizational security measures, so long as such measures do not materially reduce the protection afforded to Client Personal Data, and are reasonably documented.
3. Measures by Client
4. Client is responsible for using and configuring the Services to enable Client to comply with Data Protection Laws, including implementing Client’s own appropriate and adequate technical and organizational measures. Client shall provide Andela with a copy of such measures and notify Andela in writing of any modifications. If Andela Developers use Client devices, laptops, or computers, Client shall present and document all technical and organizational security measure for review by Andela. Such technical and organizational security measures shall become the foundation of the Services and are subject to technical progress and development. Client may, from time to time, modify such technical and organizational security measures, so long as such measures are not reduced, and are appropriately documented.
5. Personnel
6. Andela will take steps to ensure that all Personnel authorized Andela to Process Client Personal Data are subject to an obligation of confidentiality.
7. Prohibited Data
8. Client acknowledges and agrees that the Agreement may prohibit the submission of certain types of Personal Data (such as financial or health information). Client represents and warrants that neither Client nor any entity acting for or on behalf of Client will submit to Andela any Client Personal Data which is regulated under the Health Insurance Portability and Accountability Act without a separate Business Associate Agreement. In such events, Andela will take reasonable and appropriate steps to notify Client of its receipt of any prohibited data.

6. Notification and Assistance

1. Andela will notify Client without undue delay after Andela becomes aware of a Personal Data Breach involving Client Personal Data.
2. Andela will provide information relating to the Personal Data Breach as reasonably requested by Client to the extent such information is available to Andela. Andela will use reasonable efforts to assist Client in mitigating, where commercially reasonable and technically feasible, the adverse effects of a Personal Data Breach.
3. Taking into account the nature of the Processing, and the information available to Andela, Andela will assist Client, including, as appropriate, by implementing technical and organizational measures, with the fulfilment of Client ’s own obligations under Data Protection Laws to: (i) comply with requests to exercise Data Subject Rights; (ii) conduct data protection impact assessments and prior consultations with Supervisory Authorities; and (iii) notify a Personal Data Breach. Andela may charge a reasonable fee to Client for support services rendered in connection with this Section 7, which are not included in the description of the Services, and which are not attributable to failures on the part of Andela. If such support services reveal the failure of Andela to materially comply with its obligations under applicable Data Protection Laws or as otherwise set forth in this DPA, Andela and Client shall each bear their own costs related to assistance.
4. Andela’s notification of or response to a Personal Data Breach pursuant to this Section 7 will not be construed as an acknowledgement by Andela of any fault or liability with respect to the such Personal Data Breach.

7. Deletion or Return

1. Pursuant to the Agreement, Andela will delete or return Client Personal Data that in its possession and control as set forth in the Agreement except to the extent Andela is required by law to retain any Client Personal Data. Client may request return of Client Personal Data up to thirty (30) days after termination of the Agreement. Unless required or permitted by applicable law, Andela will delete all remaining copies of Client Personal Data within thirty (30) days after returning Client Personal Data to Client. Andela will notify Client prior to deletion.

8. Cooperation, Supervision and Audit

1. Request for Data Protection
2. Upon notice from data subjects or data protection authorities (including requests from individuals seeking to exercise their rights under Data Protection Laws) to the extent regarding the Processing of Client Personal Data by Andela pursuant to the Agreement, Andela will forward such requests to Client. Unless legally required to do so, Andela will not respond to such communication without Client’s authorization. If Andela is required to respond to any request, Andela will notify Client and provide Client with a copy of the request, unless legally prohibited from doing so.
3. Client Requests
4. Andela will cooperate with Client, at Client’s sole cost and expense, to respond to any requests from individuals or data protection authorities relating to the processing of Client Personal Data under this DPA to the extent that Client may be unable to access relevant Client Personal Data.
5. Andela shall inform Client if Andela believes any instruction or request violates Data Protection Laws.
6. Client shall document immediately any oral instructions in text form.
7. Audit Requests
8. Andela audits its Technical and Organizational Security Measures against data protection and information security standards on a regular basis. Such audits are conducted by Andela’s internal team or a designated third party as engaged by Andela. Upon written request and subject to the confidentiality provisions of the Agreement, Andela will make available to Client all information necessary to demonstrate compliance with the obligations of this DPA and allow for and contribute to audits, including inspections, as mandated by a Supervisory Authority or reasonably requested by Client and performed by an independent auditor as agreed upon by Client and Andela.
9. Andela may request audits of Client’s Technical and Organizational Security Methods to ensure compliance with this DPA. Client will make available to Andela a summary of the most recent audit report and any other document reasonably required by Andela.
10. Either party requesting such audit information does so at their sole expense, and agrees to remunerate the other party of any costs associated with such audit requests.
11. Client’s request for an audit will not require Andela either to disclose to Client or its third-party auditor, or to allow Client or its third-party auditor to access:
12. Any data of any other client of Andela;
13. Andela’s internal accounting or financial information;
14. Any trade secrets of Andela or any client of Andela;
15. Any information that, in Andela’s reasonable opinion, could (i) compromise the security of Andela systems or premises; or (ii) cause Andela to breach its obligation under applicable law or its security and/or privacy obligations to any client or any third party; or
16. Any information that Client or its third-party auditor seeks to access for any reason other than the good faith fulfillment of Client’s obligation under Data Protection Laws.

9. International Data Transfers

1. Andela may transfer and process Client Personal Data as requested by Client in other locations around the world where Andela and its Sub-processors maintain operations as necessary to provide Services.
2. Client hereby authorizes Andela to perform International Data Transfers:
3. to any country subject to a valid adequacy decision of the EU Commission or the competent authorities, as appropriate;
4. to the extent authorized by Supervisory Authorities or by the competent authority on the basis of an organization’s binding corporate rules;
5. to any data importer with whom Andela has entered into SCCs.
6. By signing this DPA, Client and Andela hereby agree to include the provisions of module two (Controller to Processor) and, to the extent Client is a Processor on behalf of a Third-Party Controller, module three (Processor to Sub-processor) of the Standard Contractual Clauses, which are hereby incorporated into this DPA and completed as follows: the “data exporter” is Client ; the “data importer” is Andela; the optional docking clause in Clause 7 is implemented; Clause 9(a) option 2 is implemented and the time period therein is specified as thirty (30) days; the optional redress clause in Clause 11(a) is struck; Clause 17 option 1 is implemented and the governing law is the law of Belgium; the courts in Clause 18(b) are the Courts of Belgium; Annexes I and II to the SCCs are Appendixes I and II to this DPA respectively.
7. By signing this DPA, Client and Andela conclude the UK Addendum, which applies to International Data Transfers out of the UK in addition to the Standard Contractual Clauses, and which is hereby incorporated, and Part 1 of the UK Addendum is completed as follows: (i) in Table 1, the “Exporter” is Client and the “Importer” is Andela, their details and signatures are set forth in the Agreement; (ii) in Table 2, the first option is selected and the “Approved EU SCCs” are the Standard Contractual Clauses referred to in section 10.3 of this DPA; (iii) in Table 3, “Annex 1A” and “Annex 1B” to the “Approved EU SCCs” is Appendix I to this DPA and “Annex II” to the “Approved EU SCCs” is Appendix II to this DPA; and (iv) in Table 4, both the “Importer” and the “Exporter” can terminate the UK Addendum.
8. If Andela’s compliance with Data Protection Laws applicable to International Data Transfers is affected by circumstances outside of Andela’s control, including if a legal instrument for International Data Transfers is invalidated, amended, or replaced, then Client and Andela will work together in good faith to reasonably resolve such non-compliance. In the event that additional, replacement or alternative SCCs are approved by the Supervisory Authorities or the new version of UK Addendum is approved, Andela reserves the right to amend the Agreement and this DPA by adding to or replacing, the SCCs or UK Addendum that form part of it at the date of signature in order to ensure continued compliance with Data Protection Laws.

10. Notifications

1. Client will send all notifications, requests, and instructions under this DPA to Andela via email to: legal@andela.com.
2. Andela will send all notifications under this DPA to Client’s contact indicated in the Agreement.

11. Limitations of Liability

1. To the extent permitted by applicable law, where Andela has paid compensation, damages, or fines, Andela is entitled to claim back from Client that part of the compensation, damages, or fines, corresponding to Client ’s part of responsibility for the compensation, damages or fines.
2. Parties agree that the total combined liability limit (including indemnifications of any kind) to one another shall be set as provided under the terms of the Agreement as executed between the Parties.

12. Miscellaneous

1. Andela may modify the terms of this DPA as provided in the Agreement. Andela will notify Client of any such changes and effectiveness of such changes in accordance with this DPA or the Agreement. Changes to this DPA include, but are not limited to, the following circumstances:
2. If required or ordered to do so by any supervisory, judicial, governmental, or regulatory entity.
3. As required to implement or adhere to standard contractual clauses, various codes of conducts, policies, rules, procedures and any other mechanisms as required under Data Protection Laws.
4. In the event of a conflict between the Agreement and this DPA with respect to the subject matter of this DPA, the terms of this DPA shall control to the extent of such conflict.
5. If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this DPA, and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.

APPENDIX I

DESCRIPTION OF THE TRANSFER

A. LIST OF PARTIES

Data exporter:

• Name: Client
• Contact person’s name, position and contact details
• Activities relevant to the data transferred under these Clauses: Providing the Services as described in the Agreement.
• Role (controller/processor): Controller, or Processor on behalf of Third-Party Controller

Data importer:

• Name: Andela Inc.

• Address:  580 Fifth Avenue, Suite 820, New York, NY 10036
• Contact person’s name, position and contact details: Mrs. Kirsten Canton, General Counsel, privacy@andela.com

• Activities relevant to the data transferred under these Clauses: Providing the Services as described in the Agreement.
• Role (controller/processor): Processor on behalf of data exporter, or Sub-processor on behalf of Third-Party Controller

B. DESCRIPTION OF TRANSFER

Categories of Data Subjects whose Personal Data is transferred:

Data subjects include Clients and the individuals about whom data is provided to Andela via the Services by (or at the direction of) Client.

Categories of Personal Data transferred:

Data relating to Clients or other individuals provided to Andela via the Services, by (or at the direction of) Clients. The personal data transferred may include: name, username, password, email address, telephone and fax number, title and other business information, general information about interest in and use of Andela’s services, and demographic information.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. Sensitive data is pseudonymized.

• None anticipated.

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

• On a continuous basis during the duration of the Services.

Nature of the processing:

• The Personal Data will be processed and transferred as described in the Agreement.

Purpose(s) of the data transfer and further processing:

• The Personal Data will be transferred and further processed for the provision of the Services as described in the Agreement.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:

• Personal Data will be retained for as long as necessary taking into account the purpose of the Processing, and in compliance with applicable laws, including laws on the statute of limitations and Data Protection Law.  

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

• For the subject matter and nature of the Processing, reference is made to the Agreement and this DPA. The Processing will take place for the duration of the Agreement.

C. COMPETENT SUPERVISORY AUTHORITY

Pursuant to Clause 13, the supervisory authority of the EEA country where (i) Client is established; or where (ii) the EU representative of Client is established; or where (iii) the data subjects whose personal data are transferred under the SCCs in relation to the offering of goods or services to them, or whose behaviour is monitored, are located.

APPENDIX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

1. Confidentiality
2. Electronic Access Control
3. No unauthorized use of the Data Processing and Data Storage Systems, e.g.: (secure) passwords, automatic blocking/locking mechanisms, two-factor authentication, encryption of data carriers/storage media
4. Internal Access Control (permissions for user rights of access to and amendment of data)
5. No unauthorized Reading, Copying, Changes or Deletions of Data within the system as approvals are managed centrally, e.g., rights authorization concept, need-based rights of access, logging of system access events
6. Isolation Control
7. The isolated Processing of Personal Data, which is collected for differing purposes, e.g., multiple Client support, sandboxing;
8. Employee Control
9. Employees are bound by written confidentiality agreements
10. Employees receive training on data privacy and data security
11. Pseudonymisation (Article 32 Paragraph 1 Point a GDPR; Article 25 Paragraph 1 GDPR)
12. The processing of Personal Data in such a method/way, that the data cannot be associated with a specific Data Subject without the assistance of additional Information, provided that this additional information is stored separately, and is subject to appropriate technical and organizational measures.
13. Integrity
14. Data Transfer Control
15. No unauthorized Reading, Copying, Changes or Deletions of Data with electronic transfer or transport, e.g.: Encryption, Virtual Private Networks (VPN), electronic signature;
16. Data Entry Control
17. Verification, whether and by whom personal data is entered into a Data Processing System, is changed or deleted, e.g.: Logging, Document Management
18. Job Control
19. Andela’s employees and contractors may only process Client and personal data strictly in accordance with the Agreement’s obligations and Client instructions.
20. Availability and Resilience
21. Availability Control
22. Prevention of accidental or willful destruction or loss, e.g.: Backup Strategy (online/offline; on-site/off-site), Uninterruptible Power Supply (UPS), virus protection, firewall, reporting procedures and contingency planning
23. Rapid Recovery
24. Procedures for Regular Testing, Assessment and Evaluation
25. Data Protection Management
26. Incident Response Management;
27. Data Protection by Design and Default (Article 25 Paragraph 2 GDPR)
28. Order or Contract Control
29. No third-party data processing as per Article 28 GDPR without corresponding instructions from Client, e.g.: clear and unambiguous contractual arrangements, formalized order management, strict controls, duty of pre-evaluation, supervisory follow-up check.

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CCPA

Last Updated: 09/01/2022

This California Data Processing Addendum (the “Addendum”) forms an addendum to part of the Andela Agreement (including any associated Order Form, Statement of Work, or Master Service Agreement entered into there with, the “Agreement”), executed between the entity that executed the Agreement (“Client”) and Andela Inc. (“Andela”) (each a “Party”; collectively the “Parties”), and is in furtherance of obligations under the California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100 to 1798.199) and its implementing regulations, as amended or superseded from time to time (“CCPA”),

Definitions

Capitalized terms used in this Addendum are defined in this section or the section of the Agreement they were first used. All capitalized terms not defined in this Addendum shall have the meanings set forth in the Agreement. For the purposes of this Addendum—

• “Business,” “Business Purpose,” “Collect,” “Consumer,” “Deidentified,” “Sale,” “Sell,” “Services,” “Service Provider,” and “Personal Information” have the meaning given to them in the CCPA.
• “Client Personal Information” means Personal Information provided by the Client to, or which is Collected on behalf of Client by, Andela to provide Services to Client pursuant to the Agreement or to perform a Business Purpose.
  

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Roles and Scope

• This Addendum applies only to the Collection, retention, use, disclosure, and Sale of Client Personal Information.
• The Parties acknowledge and agree that Client is a Business and appoints Andela as a Service Provider to process Client Personal Information on behalf of Client.
• The Parties adopt this Addendum for so long as Andela maintains Personal Information on behalf of Client.
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Restrictions on Processing

Except as otherwise permitted by the CCPA, Andela is prohibited from (i) retaining, using, or disclosing Client Personal Information for any purpose other than for the specific purpose of performing the Services specified in the Agreement for Client, as set out in this Addendum and (ii) further Collecting, Selling, or using Client Personal Information except as necessary to perform the Services.

Consumer Rights

Andela shall provide commercially reasonable assistance to Client for the fulfillment of Client’s obligations to respond to CCPA-related Consumer rights requests regarding Client Personal Information.

Indemnification

To the extent that the Agreement requires Andela to Collect, use, retain, disclose, or reidentify any Client Personal Information as directed by Client, Client shall be solely liable and shall hold harmless and indemnify Andela for any damages or reasonable costs, including attorneys’ fees and interest, arising from or related to the Collection, use, retention, disclosure, or reidentification of such Client Personal Information by Andela as directed by Client.

Sale of Information

The Parties acknowledge and agree that the exchange of Personal Information between the Parties does not form part of any monetary or other valuable consideration exchanged between the Parties with respect to the Agreement or this Addendum.

Miscellaneous

• Andela may modify the terms of this Addendum as provided in the Agreement. Andela will notify Client of any such changes and effectiveness of such changes in accordance with this Addendum or the Agreement.
• Any conflicts between the Agreement and this Addendum, the terms of this Addendum shall prevail.
• If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this Addendum, and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.

Terms of Use

These terms of use are entered into by and between You and Andela Inc. ("Company," "we," or "us"). The following terms and conditions ("Terms of Use") govern your access to and use of Andela.com, including any content, functionality and services offered on or through Andela.com or any of its Platforms (the "Website"), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://andela.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. Be advised to use a strong password that is unique and private to you only.  You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.  When using a public wifi you can improve your security by using a personal VPN or using a private browser window if you are on a public computer.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any materials from this site.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes, other than as contemplated by your contractual agreement or relationship with Andela, any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

Andela, Qualified and Codewars and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

User Contributions and Feedback

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

To the extent that you provide Andela with any comments, suggestions or other feedback regarding Andela’s products, services, or website as a whole (collective, the “Feedback”), you will be deemed to have granted Andela an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide ownership rights in the Feedback. Andela is under no obligation to implement any Feedback it may receive from you.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions or Feedback posted by you or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions or Feedback for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution or Feedback that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution or Feedback violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

‍Copyright Infringement

If you believe that any User Contributions violate your copyright, please contact legal@andela.com.  It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of services formed through the Website, or as a result of visits made by you are additionally governed by the specific terms of that service or Platform, which are hereby incorporated into these Terms of Use.

Additional terms and conditions may apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send e-mails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York and County of New York, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and  our Privacy Policy, constitute the sole and entire agreement between you and Andela Inc. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

This website is operated by Andela Inc.

All notices of copyright infringement claims should be sent to legal@andela.com

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: websupport@andela.com.

Your privacy

When you visit our website, we store cookies on your browser to collect information. The information collected might relate to you, your preferences or your device, and is mostly used to make the site work as you expect it to and to provide a more personalized web experience. However, you can choose not to allow certain types of cookies, which may impact your experience of the site and the services we are able to offer. Click on the different category headings to find out more and change our default settings according to your preference. You cannot opt-out of our First Party Strictly Necessary Cookies as they are deployed in order to ensure the proper functioning of our website (such as prompting the cookie banner and remembering your settings, to log into your account, to redirect you when you log out, etc.). For more information about the First and Third Party Cookies used please follow this link. More information

Strictly Necessary Cookies

These cookies are necessary for the website to function and cannot be switched off in our systems. They are usually only set in response to actions made by you which amount to a request for services, such as setting your privacy preferences, logging in or filling in forms. You can set your browser to block or alert you about these cookies, but some parts of the site will not then work. These cookies do not store any personally identifiable information.

Sale of Personal Data

Under the California Consumer Privacy Act, you have the right to opt-out of the sale of your personal information to third parties. These cookies collect information for analytics and to personalize your experience with targeted ads. You may exercise your right to opt out of the sale of personal information by using this toggle switch. If you opt out we will not be able to offer you personalised ads and will not hand over your personal information to any third parties. Additionally, you may contact our legal department for further clarification about your rights as a California consumer by using this Exercise My Rights link. If you have enabled privacy controls on your browser (such as a plugin), we have to take that as a valid request to opt-out. Therefore we would not be able to track your activity through the web. This may affect our ability to personalize ads according to your preferences.

Performance Cookies

These cookies allow us to count visits and traffic sources so we can measure and improve the performance of our site. They help us to know which pages are the most and least popular and see how visitors move around the site. All information these cookies collect is aggregated and therefore anonymous. If you do not allow these cookies we will not know when you have visited our site, and will not be able to monitor its performance.

Targeting Cookies

These cookies may be set through our site by our advertising partners. They may be used by those companies to build a profile of your interests and show you relevant adverts on other sites. They do not store directly personal information, but are based on uniquely identifying your browser and internet device. If you do not allow these cookies, you will experience less targeted advertising.

Accessibility Statement

Andela exists to unlock human potential at scale. We envision a world where the most talented people can build a career commensurate with their ability – not their race, gender, ability or geography.

Andela is committed to digital accessibility, conforming to the Web Content Accessibility Guidelines (WCAG) 2.1, Level A and AA, and complying with Americans with Disabilities Act (ADA) effective communication requirements and other applicable regulations.

To accomplish this, we have partnered with Level Access to administer our accessibility program and oversee its governance. Their accessibility program evaluates our digital products on an ongoing basis in accordance with best practices. It is supported by a diverse team of accessibility professionals, including users of assistive technologies. The platform, moreover, goes beyond minimum compliance requirements by making an assistive CX technology application available to customers who have trouble typing, gesturing, moving a mouse, or reading. The application is free to download, and it incorporates tools such as mouse and keyboard replacements, voice recognition, speech enablement, hands-free/touch-free navigation, and more.

We want to hear from you if you encounter any accessibility barriers on our digital properties. Please contact our Customer Support at accessibility@andela.com.