Data Processing Addendum
This Data Processing Addendum (“Addendum”) supplements the Subscription Agreement (the “Agreement”) entered into by and between the customer signing this Addendum (“Subscriber”) and Creovai, Inc. (“Company”). By executing the Addendum in accordance with Section 11 herein, Subscriber enters into this Addendum on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates (defined below), if any. This Addendum incorporates the terms of the Agreement, and any terms not defined in this Addendum shall have the meaning set forth in the Agreement.
1. Definitions
1.1
“Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
1.2
“Authorized Sub-Processor” means, in respect of the Company’s activities as a data processor, a third-party who has a need to know or otherwise access Subscriber’s Personal Data to enable Company to perform its obligations under this Addendum or the Agreement, and who is either (1) listed in Exhibit B, D and F or (2) subsequently authorized under Section 4.2 of this Addendum.
1.3
“Subscriber Account Data” means personal data that relates to Subscriber’s relationship with Company, including the names or contact information of individuals authorized by Subscriber to access Subscriber’s account and billing information of individuals that Subscriber has associated with its account. Subscriber Account Data also includes any data Company may need to collect for the purpose of managing its relationship with Subscriber, identity verification, or as otherwise required by applicable laws and regulations.
1.4
“Subscriber Usage Data” means Service usage data collected and processed by Company in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse. Subscriber Usage Data does not include Communications and Data as those terms are defined in the Subscription Agreement . All such Communications and Data are redacted, anonymized, and de-identified so as not to be personally identifiable.
1.5
“Data Exporter” means Subscriber.
1.6
“Data Importer” means Company.
“Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act of 2018 and California Privacy Rights Act of 2020 and their implementing regulations (collectively, the “CCPA”), the Colorado Privacy Act of 2021 (the “CPA”), the Virginia Consumer Data Protection Act of 2021 (the “VCDPA”), the Utah Consumer Privacy Act of 2022 (the “UCPA”), the Texas Data Privacy and Security Act (“TDPSA”), and the Connecticut Data Privacy Act of 2022 (“CDPA”).and any similar state data privacy laws that are effective as of the effective date of this Agreement , (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR” or “GDPR”), (iii) the Swiss Federal Act on Data Protection, (iv) Section 3(10) (as supplemented by Section 205(4)) of the Data Protection Act 2018 (the “UK GDPR”); (v) the UK Data Protection Act 2018; and (vi) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” “service provider “ and “supervisory authority” shall have the meanings set forth in the GDPR and/or the CCPA and other federal and state data privacy and breach notification laws .
1.7
“EU SCCs” means as applicable (i) “EU SCCs (Module One: Controller-to-Controller)”, (ii) “EU SCCs (Module Two: Controller-to-Processor)” and (iii) “EU SCCs (Module Three: Processor-to-Processor)”.
1.8
“EU SCCs (Module One: Controller-to-Controller)” means “Module One: Transfer controller to controller” of the European Commission’s Standard Contractual Clauses for the transfer of personal data from a controller to a controller set out in the Annex to Commission Implementing Decision (EU) 2021/914 with Annex I and Annex II to such clauses being set out in Exhibit B.
1.9
“EU SCCs (Module Two: Controller-to-Processor)” means “Module Two: Transfer controller to processor” of the European Commission’s Standard Contractual Clauses for the transfer of personal data from a controller to a processor set out in the Annex to Commission Implementing Decision (EU) 2021/914 with Annex I, Annex II and Annex III to such clauses being set out in Exhibit D.
1.10
“EU SCCs (Module Three: Processor-to-Processor)” means “Module Three: Transfer processor to processor” of the European Commission’s Standard Contractual Clauses for the transfer of personal data from a processor to another processor set out in the Annex to Commission Implementing Decision (EU) 2021/914, with Annex I, Annex II and Annex III to such clauses being set out in Exhibit F.
1.11
“ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic
Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
1.12
“ex-UK Transfer” means the transfer of Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
1.13
“Services” shall have the meaning set forth in the Agreement.
1.14
“Standard Contractual Clauses” or “SCCs” means the EU SCCs and the UK SCCs.
1.15
“Supplementary Measures” means the provisions of Clause 6.7, which set out the supplementary measures to the SCCs used to ensure an essentially equivalent level of protection as provided under Data Protection Laws.
1.16
“UK SCCs” means, as applicable (i) “UK SCCs (Module One: Controller-to-Controller)”; (ii) “UK SCCs (Module Two: Controller-to-Processor)” and “UK SCCs (Module Three: Processor-to-Processor)”.
1.17
“UK SCCs (Module One: Controller-to-Controller)” means the EU SCCs (Module One: Controller-to-Controller) amended by the International Data Transfer Addendum issued by the UK Information Commissioner’s Office under Section 119A(1) of the UK Data Protection Act 2018, Version B1.0, with part 1 of such addendum being set out in Exhibit C.
1.18
“UK SCCs (Module Two: Controller-to-Processor)” means the EU SCCs (Module Two: Controller-to-Processor) amended by the International Data Transfer Addendum issued by the UK Information Commissioner’s Office under Section 119A(1) of the UK Data Protection Act 2018, Version B1.0, with part 1 of such addendum being set out in Exhibit E.
1.19
“UK SCCs (Module Three: Processor-to-Processor)” means the EU SCCs (Module Three: Processor-to-Processor) amended by the International Data Transfer Addendum issued by the UK Information Commissioner’s Office under Section 119A(1) of the UK Data Protection Act 2018, Version B1.0, with part 1 of such addendum being set out in Exhibit G.
Relationship of the Parties; Processing of Data
2.1
The parties acknowledge and agree that with regard to the processing of Personal Data, Subscriber may act either as a controller or processor and, except as expressly set forth in this Addendum or the Agreement, Company is a processor. Subscriber shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Subscriber shall ensure that the processing of Personal Data in accordance with Subscriber’s instructions will not cause Company to be in breach of the Data Protection Laws. Subscriber is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Subscriber, (ii) the means by which Subscriber acquired any such Personal Data, and (iii) the instructions it provides to Company regarding the processing of such Personal Data. Subscriber shall not provide or make available to Company any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Company from all claims and losses in connection therewith.
2.2
Company shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in the Agreement and/or Addendum or, in respect of any personal data processed by the Company as a data processor / service provider, any other documented instructions provided by Subscriber, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which the Company is subject; in such a case, the Company shall inform the Subscriber of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Subscriber hereby instructs Company to process Personal Data in accordance with the foregoing and as part of any processing initiated by Subscriber in its use of the Services.
2.3
The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this Addendum.
2.4
Following completion of the Services, Company shall delete Subscriber’s Personal Data that it processes as a data processor / service provider on behalf the Subscriber, unless further storage of such Personal Data is required or authorized by applicable law. If destruction is impracticable or prohibited by law, rule or regulation, Company shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect such Personal Data remaining in its possession, custody, or control. If Subscriber and Company have entered into Standard Contractual Clauses as described in Section 6.2.2, 6.2.3, 6.5.2 and 6.5.3 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 8.5 of the SCCs (as applicable) shall be provided by Company to Subscriber only upon Subscriber’s request.
2.5
CCPA. Except with respect to Subscriber Account Data and Subscriber Usage Data, the parties acknowledge and agree that Company is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Subscriber in order to provide the Services pursuant to the Agreement, which constitutes a business purpose. Company shall not sell any such personal information. Company shall not retain, use or disclose any personal information provided by Subscriber pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Subscriber pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale,” and “sell” are as defined in Section 1798.140 of the CCPA. Company certifies that it understands the restrictions of this Section 2.5.
3. Confidentiality
Company shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Company’s confidentiality obligations in the Agreement. Subscriber agrees that Company may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the provisions of this Addendum, the Agreement, and/or the provision of Services to Subscriber.
4. Authorized Sub-Processors
4.1
Subscriber acknowledges and agrees that Company may (1) engage its affiliates and the Authorized Sub-Processors on the List (defined below) to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services and/or the processing of Personal Data. By way of this Addendum, Subscriber provides general written authorization to Company, where it acts as a data processor, to engage sub-processors as necessary to perform the Services.
4.2
A list of Company’s current Authorized Sub-Processors (the “List”) is available at this following: Subprocessors. Such List may be updated by Company from time to time and Subscriber will be notified of any addition. Company will provide a mechanism to subscribe to notifications (which may include but are not limited to email) of new Authorized Sub-Processors and Subscriber, if it wishes, will subscribe to such notifications where available. Subscriber may subscribe to such notifications by sending an email to infosec@creovai.com with addresses to be notified. If Subscriber does not subscribe to such notifications, Subscriber will have waived any right it may have to prior notice of changes to Authorized Sub-Processors. At least ten (10) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, Company will add such third party to the List and notify Subscriber via the aforementioned notifications. Subscriber may object to such an engagement by informing Company in writing within ten (10) days of receipt of the aforementioned notice by Subscriber, provided such objection is in writing and based on reasonable grounds relating to data protection. Subscriber acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Company from offering the Services to Subscriber.
4.3
If Subscriber reasonably objects to an engagement in accordance with Section 4.2, and Company cannot provide a commercially reasonable alternative within a reasonable period of time, Subscriber may discontinue the use of the affected Service by providing written notice to Company. Discontinuation shall not relieve Subscriber of any fees owed to Company under the Agreement.
4.4
If Subscriber does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Company, that third party will be deemed an Authorized Sub-Processor for the purposes of this Addendum.
4.5
Company will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on Company under this Addendum with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with Company, Company will remain liable to Subscriber for the performance of the Authorized Sub-Processor’s obligations under such agreement.
4.6
If Subscriber and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Subscriber’s prior written consent to the subcontracting by Company of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Company to Subscriber pursuant to Clause 9(c) of the SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the Company beforehand, and that such copies will be provided by the Company only upon request by Subscriber.
5. Security of Personal Data
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, Company shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibits B, D and F set forth additional information about Company’s technical and organizational security measures.
6. Transfers of Personal Data
6.1
The parties agree that Company may transfer Personal Data processed under this Addendum outside the EEA, the UK, or Switzerland as necessary to provide the Services. Subscriber acknowledges that Company’s primary processing operations take place in the United States, and that the transfer of Subscriber’s Personal Data to the United States is necessary for the provision of the Services to Subscriber. If Company transfers Personal Data protected under this Addendum to a jurisdiction for which the European Commission has not issued an adequacy decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.
6.2
Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:
6.2.1
EU SCCs (Module One: Controller-to-Controller) apply when Company is processing Personal Data as a controller pursuant to Section 9 of this Addendum.
6.2.2
EU SCCs (Module Two: Controller-to-Processor) apply when Subscriber is a controller and Company is processing Personal Data for Subscriber as a processor pursuant to Section 2 of this Addendum.
6.2.3
EU SCCs (Module Three: Processor-to-Processor) apply when Subscriber is a processor and Company is processing Personal Data on behalf of Subscriber as a sub-processor.
6.2.4
Exhibit B to this Addendum contains the information required in Annex I and Annex II of the EU SCCs (Module One: Controller-to-Controller).
6.2.5
Exhibit D to this Addendum contains the information required in Annex I, II and III of the EU SCCs (Module Two: Controller-to-Processor).
6.2.6
Exhibit F to this Addendum contains the information required in Annex I, II and III of the EU SCCs (Module Three: Processor-to-Processor).
6.3
For each module, where applicable the following applies:
6.3.1
The optional docking clause in Clause 7 does not apply.
6.3.2
In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this Addendum;
6.3.3
In Clause 11, the optional language does not apply;
6.3.4
All square brackets in Clause 13 are hereby removed;
6.3.5
In Clause 17 (Option 1), the EU SCCs will be governed by Irish law; and
6.3.6
In Clause 18(b), disputes will be resolved before the courts of Ireland.
6.4
By entering into this Addendum, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.
6.5
Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and completed as follows:
6.5.1
References to the GDPR will be deemed to be references to the UK GDPR and the UK Data Protection Act 2018.
6.5.2
UK SCCs (Module One: Controller-to-Controller) apply when the Company processes Subscriber’s Personal Data as a controller pursuant to Section 9 of this Addendum.
6.5.3
UK SCCs (Module Two: Controller-to-Processor) apply when the Company processes Subscriber’s Personal Data as a processor.
6.5.4
UK SCCs (Module Three: Processor-to-Processor) apply when Subscriber is a processor and Company is processing Personal Data on behalf of Subscriber as a sub-processor.
6.5.5
Exhibit C to this Addendum contains the information required in Part 1 of the UK SCCs (Module One: Controller-to-Controller).
6.5.6
Exhibit E to this Addendum contains the information required in Part 1 of the UK SCCs (Module Two: Controller-to-Processor).
6.5.7
Exhibit G to this Addendum contains the information required in Part 1 of the UK SCCs (Module Three: Processor-to-Processor).
6.6
Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications:
6.6.1
The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data transfers subject to the FADP.
6.6.2
The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP.
6.6.3
Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be observed.
6.6.4
The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.
6.7
Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following Supplementary Measures shall apply:
6.7.1
As of the date of this Addendum, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Subscriber’s Personal Data (“Government Agency Requests”);
6.7.2
If, after the date of this Addendum, the Data Importer receives any Government Agency Requests, Company shall attempt to redirect the law enforcement or government agency to request that data directly from Subscriber. As part of this effort, Company may provide Subscriber’s basic contact information to the government agency. If compelled to disclose Subscriber’s Personal Data to a law enforcement or government agency, Company shall give Subscriber reasonable notice of the demand and cooperate to allow Subscriber to seek a protective order or other appropriate remedy unless Company is legally prohibited from doing so. Company shall not voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this Addendum should be suspended in the light of such Government Agency Requests;
6.7.3
The parties shall ensure that, any transfer involving Personal Data to the other party under the Agreement has been encrypted to the standard Transparent Data Encryption (TDE) (or higher);
6.7.4
The Data Importer shall implement (to the extent not already in place) the following organisational measures:
- the adoption of internal policies with clear allocation of responsibilities for data transfers, reporting channels and standard operating procedures for cases of covert or official requests from public authorities to access the data;
- specific training procedures for personnel in charge of managing requests for access to personal data from public authorities. Such training will take into account the legislation and regulations to which the data importer is subject;
- the adoption of strict and granular data access and confidentiality policies and best practices, based on a strict need-to-know principle, monitored with regular audits and enforced through disciplinary measures;
- the adoption of best practices to appropriately and timely involve and provide access to information to the legal and internal auditing teams on matters related to international transfers of personal data transfers, who shall be consulted on the necessity of the transfer and the additional safeguards, if any;
- the adoption of strict data security and data privacy policies, based on international standards and industry best practices; and
- the regular review of internal policies to assess the suitability of the implemented supplementary measures and identify and implement additional or alternative solutions when necessary, to ensure that an equivalent level of protection to that guaranteed within the UK and EEA of the personal data transferred is maintained; and
6.7.5
The Data Exporter and Data Importer will meet as needed to consider whether:
- the protection afforded by the laws of the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be;
- additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and
- it is still appropriate for Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the parties, together with guidance provided by the supervisory authorities.
6.7.6
If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws.
6.7.7
If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this Addendum cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.
7. Rights of Data Subjects
7.1
Company shall, to the extent permitted by law, notify Subscriber upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Company receives a Data Subject Request in relation to Subscriber’s data, Company will advise the Data Subject to submit their request to Subscriber and Subscriber will be responsible for responding to such request. Subscriber is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Company, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject. However, to the extent the Company is a controller in respect of any such Personal Data, Company shall comply with the relevant Data Subject Requests.
7.2
Company shall, when acting as a data processor / services provider and at the request of the Subscriber, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Subscriber in complying with Subscriber’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Subscriber is itself unable to respond without Company’s assistance and (ii) Company is able to do so in accordance with all applicable laws, rules, and regulations. Subscriber shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8. Actions and Access Requests; Audits
8.1
Company shall, when acting as a data processor / services provider and taking into account the nature of the processing and the information available to Company, provide Subscriber with reasonable cooperation and assistance where necessary for Subscriber to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Subscriber does not otherwise have access to the relevant information. Subscriber shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8.2
Company shall, taking into account the nature of the processing and the information available to Company, provide Subscriber with reasonable cooperation and assistance with respect to Subscriber’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Subscriber shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8.3
Company shall maintain records sufficient to demonstrate its compliance with its obligations under this Addendum, and retain such records for a period of three (3) years after the termination of the Agreement. Subscriber shall, with reasonable notice to Company, have the right to review, audit and copy such records at Company’s offices during regular business hours.
8.4
Upon Subscriber’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Company shall, either (i) make available for Subscriber’s review copies of certifications or reports demonstrating Company’s compliance with prevailing data security standards applicable to the processing of Subscriber’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Subscriber’s independent third party representative to conduct an audit or inspection of Company’s data security infrastructure and procedures that is sufficient to demonstrate Company’s compliance with its obligations under Data Protection Laws, provided that (a) Subscriber provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Company’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Subscriber. Subscriber shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Company for any time expended for on-site audits. If Subscriber and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the SCCs shall be carried out in accordance with this Section 8.4.
8.5
Company shall immediately notify Subscriber if an instruction, in the Company’s opinion, infringes the Data Protection Laws or Supervisory Authority.
8.6
In the event of a Personal Data Breach in connection with the Services under this Agreement, Company shall, without undue delay, inform Subscriber of the Personal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Company’s reasonable control).
8.7
In the event of a Personal Data Breach in connection with the Services under this Agreement, Company shall, taking into account the nature of the processing and the information available to Company, provide Subscriber with reasonable cooperation and assistance necessary for Subscriber to comply with its obligations under the GDPR or other Data Protection Laws with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
8.8
The obligations described in Sections 8.5 and 8.6 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Subscriber. Company’s obligation to report or respond to a Personal Data Breach under Sections 8.5 and 8.6 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Personal Data Breach.
9. Company’s Role as a Controller
The parties acknowledge and agree that with respect to Subscriber Account Data and Subscriber Usage data, Company is an independent controller, not a joint controller with Subscriber nor a data processor on behalf of the Subscriber (and accordingly the processor / service provider obligations in. Company will process Subscriber Account Data and Subscriber Usage Data as a controller (i) to manage the relationship with Subscriber; (ii) to carry out Company’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Subscriber; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Company is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this Addendum and the Agreement. Company may also process Subscriber Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by the Company as a controller shall be in accordance with the Company’s privacy policy set forth at www.creovai.com/legal.
10. Conflict
In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this Addendum; (3) the Agreement; and (4) the Company’s privacy policy. Any claims brought in connection with this Addendum will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.
11. Execution of this Addendum
To complete this Addendum, Subscriber must: (i) complete the information requested in the signature block below and sign there, (ii) complete the information requested of the “data exporter” on Exhibits B, D and F, and (iii) send the completed and signed Addendum through DocuSign to Company or by email to infosec@creovai.com. Upon receipt of the validly completed Addendum by Company, this Addendum will become legally binding.
Severity | Creovai Inc. |
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Signature: __________ | Signature: __________ |
Signature: __________ Subscriber Legal Name: __________ | Signature: __________ |
Print Name: __________ | Print Name: __________ |
Title: __________ | Title: __________ |
Exhibit A
Details of Processing
Nature and Purpose of Processing: Company will process Subscriber’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this Addendum, and in accordance with Subscriber’s instructions as set forth in this Addendum and which may include anonymising the Subscriber's Personal Data.
Duration of Processing: Company will process Subscriber’s Personal Data as long as required (i) to provide the Services to Subscriber under the Agreement; (ii) for Company’s legitimate business needs; or (iii) by applicable law or regulation. Subscriber Account Data and Subscriber Usage Data will be processed and stored as set forth in Company’s privacy policy.
Categories of Data Subjects: Subscriber’s employees, consultants, contractors, agents and/or customers.
Categories of Personal Data: Company processes Personal Data contained in Subscriber Account Data, Subscriber Usage Data, and any Personal Data provided by Subscriber or collected by Company in order to provide the Services or as otherwise set forth in the Agreement or this Addendum. Subscriber may submit Personal Data to the Services, the extent of which is determined and controlled by Subscriber in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:
- First and last name
- Title
- Position
- Employer
- Contact information (company, email, phone, physical business address)
- ID data
- Professional life data
- Personal life data
- Connection data
- Transaction data
- Order details
- Localisation data
Sensitive Data or Special Categories of Data: Subscribers are prohibited from providing special categories of data to Company, including any data which discloses the criminal history of any persons.
Exhibit B
The following includes the information required by Annex I and Annex II of the EU SCCs Module 1, Controller-to-Controller
ANNEX I
A. The Parties
Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]
Name: [Insert Subscriber name]
Address: [Insert Subscriber address]
Contact person’s name, position and contact details: [__________]
Activities relevant to the data transferred under these Clauses: As described in Part B of the Addendum.
Signature and date: mm/dd/yyyy
Role (controller/processor): Controller
Data importer(s):
Name: Creovai, Inc.
Address:
10900 Research Blvd
Ste 160C, Unit #2065
Austin, TX 78759
Email: infosec@creovai.com
Activities relevant to the data transferred under these Clauses: ...As described in Part B of the Addendum.
Signature and date: mm/dd/yyyy
Role (controller/processor): Controller
B. Description of the Transfer
Data Subjects | The data exporter may submit personal data to the data importer through its software, services, systems, products, and/or technologies, the extent of which is determined and controlled by the data exporter and/ or the data importer in compliance with applicable data protection laws and regulations, and which may include but is not limited to personal data relating to the following categories of data subjects: data exporter’s employees, consultants, contractors, agents, customers, individuals authorized by Subscriber to access Subscriber’s account and/ or individuals that Subscriber has associated with its account. |
Categories of Personal Data | The personal data transferred concern the following categories of data: Any personal data comprised in all data and information submitted by data exporter to data importer’s software, services, systems, products, and/or technologies, relating to the following categories of Personal Data: • Subscriber Account Data • Subscriber Usage Data |
Special Category Personal Data (if applicable) | Data exporters are prohibited from providing special categories of data to Company, including any data which discloses the criminal history of any persons. |
Nature of the Processing | Data is processed in order for Subscriber to manage its information security and data privacy programs and evidence said programs for third-party audit and for Company to manage its relationship with Subscriber and the provision of the Services. |
Purposes of Processing | To fulfill each party’s obligations under the Agreement. |
Duration of Processing and Retention (or the criteria to determine such period) | During the term of the Agreement |
Frequency of the transfer | During the term of the Agreement on a periodic basis throughout the day and/or at the discretion of the Subscriber. |
Recipients of Personal Data Transferred to the Data Importer | Company will maintain a list of Subprocessors that may be updated from time to time at the following: Subprocessors |
C. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter
ANNEX II
Description of the Technical and Organisational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs.
Technical and Organizational Security Measure | Details |
---|---|
Measures of pseudonymisation and encryption of personal data | Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Databases housing sensitive customer data are encrypted at rest. Company uses only recommended secure cipher suites and protocols to encrypt all traffic in transit and Subscriber Data is securely encrypted with strong ciphers and configurations when at rest. |
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services | Company’s customer agreements contain strict confidentiality obligations. Additionally, Company requires every downstream Subprocessor to sign confidentiality provisions that are substantially similar to those contained in customer agreements. Company has undergone a SOC 2 Type 2 audit that includes the Security and Processing Integrity Trust Service Criteria.
|
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident | Daily backups of production datastores are taken. Backups are periodically tested in accordance with information security and data management policies. |
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing | Company has undergone a SOC 2 Type 2 audit that includes the Security and Processing Integrity Trust Service Criteria. |
Measures for user identification and authorization | Company uses secure access protocols and processes and follows industry best-practices for authentication, including Multifactor Authentication and Single Sign On (SSO). All production access requires the use of two-factor authentication, and network infrastructure is securely configured to vendor and industry best practices to block all unnecessary ports, services, and unauthorized network traffic. |
Measures for the protection of data during transmission | Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Company uses only recommended secure cipher suites and protocols to encrypt all traffic in transit (i.e. TLS 1.2) |
Measures for ensuring physical security of locations at which personal data are processed | All Company processing occurs in physical data centers that are managed by Microsoft Azure. |
Measures for ensuring events logging | Company monitors access to applications, tools, and resources that process or store Subscriber Data, including cloud services. Monitoring of security logs is managed by the security and engineering teams. Log activities are investigated when necessary and escalated appropriately. |
Measures for ensuring system configuration, including default configuration | Company adheres to a change management process to administer changes to the production environment for the Services, including changes to its underlying software, applications, and systems. All production changes are automated through CI/CD tools to ensure consistent configurations. |
Measures for internal IT and IT security governance and management | Company maintains a risk-based information security governance program. The framework for Company’s security program includes administrative, organizational, technical, and physical safeguards reasonably designed to protect the Services and confidentiality, integrity, and availability of Subscriber Data. |
Measures for certification/assurance of processes and products | Company undergoes annual SOC 2 Type II and PCI DSS audits. |
Measures for ensuring data minimisation | Company’s Subscribers solely determine what Subscriber PII Data they route through the Services. As such, Company operates on a shared responsibility model. Company gives Subscribers control over exactly what PII data enters the platform. |
Measures for ensuring data quality | Company has a multi-tiered approach for ensuring data quality. These measures include: (i) unit testing to ensure quality of logic used to process API calls, (ii) database schema validation rules which execute against data before it is saved to our database, (iii) a schema-first API design and strong typing to enforce a strict contract between official clients and API resolvers. Company applies these measures across the board, both to ensure the quality of any Usage Data that Company collects and to ensure that the Company Platform is operating within expected parameters.Company ensures that data quality is maintained from the time a Subscriber sends Subscriber Data into the Services and until that Subscriber Data is presented or exported. |
Measures for ensuring limited data retention | Company Subscribers solely determine what Subscriber Data they route through the Services. All Subscriber Data is deleted from the Services following service termination. |
Measures for ensuring accountability | Company has adopted measures for ensuring accountability, such as implementing data protection and information security policies across the business, recording and reporting Security Incidents involving Personal Data, and formally assigning roles and responsibilities for information security and data privacy functions. Additionally, the Company conducts regular third-party audits to ensure compliance with our privacy and security standards. |
Measures for allowing data portability and ensuring erasure | All PII in the Services may be deleted by the Subscriber or at the Subscriber’s request. Most use cases for porting PII from Company are not applicable. However, Company will respond to all requests for data porting in order to address Subscriber needs. |
Technical and organizational measures of sub-processors | The Company enters into Data Processing Agreements with its Authorized Subprocessors with data protection obligations substantially similar to those contained in this Addendum. |
Exhibit C
The following includes the information required by Part 1 of the UK SCCs, Module 1, Controller-to-Controller
Table 1: Parties
Start date | The date of this agreement. | |
The Parties | Exporters (who send the Restricted Transfer) | Importer (who receives the Restricted Transfer) |
Parties’ details | See Exhibit B. | See Exhibit B. |
Key Contact | See Exhibit B. | See Exhibit B. |
Signature (if required for the purposes of Section 2) |
Table 2: Selected SCCs, Modules and Selected Clauses
Addendum EU SCCs | the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum: Module 1 of EU SSCs, as at Exhibit B. |
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
Annex 1A: List of Parties: See Exhibit B. |
Annex 1B: Description of Transfer: See Exhibit B. |
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See Exhibit B. |
Annex III: List of Sub processors (Modules 2 and 3 only): N/A |
Table 4: Ending this Addendum when the Approved Addendum Changes
Ending this Addendum when the Approved Addendum changes | Which Parties may end this Addendum as set out in Section 19: Importer |
Exhibit D
The following includes the information required by Annex I, Annex II and Annex III of the EU SCCs Module 2, Controller-to-Processor.
ANNEX I
D. The Parties
Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]
Name: [Insert Subscriber name]
Address: [Insert Subscriber address]
Contact person’s name, position and contact details: [__________]
Activities relevant to the data transferred under these Clauses: As described in Part B of the Addendum.
Signature and date: mm/dd/yyyy
Role (controller/processor): Controller
Data importer(s):
Name: Creovai, Inc. Address:
10900 Research Blvd
Ste 160C, Unit #2065
Austin, TX 78759
Email: infosec@creovai.com
Activities relevant to the data transferred under these Clauses: ...As described in Part B of the Addendum.
Signature and date: mm/dd/yyyy
Role (controller/processor): Processor
E. Description of the Transfer
Data Subjects | The data exporter may submit personal data to the data importer through its software, services, systems, products, and/or technologies, the extent of which is determined and controlled by the data exporter in compliance with applicable data protection laws and regulations, and which may include but is not limited to personal data relating to the following categories of data subjects: data exporter’s employees, consultants, contractors, agents and/or customers. |
Categories of Personal Data | The personal data transferred concern the following categories of data: Any personal data comprised in all data and information submitted by data exporter to data importer’s software, services, systems, products, and/or technologies, which may include, but is not limited to the following categories of Personal Data:
|
Special Category Personal Data (if applicable) | Data exporters are prohibited from providing special categories of data to Company, including any data which discloses the criminal history of any persons. |
Nature of the Processing | Data is processed in order for Subscriber to manage its information security and data privacy programs and evidence said programs for third-party audit. |
Purposes of Processing | To fulfill each party’s obligations under the Agreement. |
Duration of Processing and Retention (or the criteria to determine such period) | During the term of the Agreement |
Frequency of the transfer | During the term of the Agreement on a periodic basis throughout the day and/or at the discretion of the Subscriber. |
Recipients of Personal Data Transferred to the Data Importer | Company will maintain a list of Subprocessors that may be updated from time to time at the following: Subprocessors |
F. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter.
ANNEX II
Description of the Technical and Organisational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs.
Technical and Organizational Security Measure | Details |
---|---|
Measures of pseudonymisation and encryption of personal data | Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Databases housing sensitive customer data are encrypted at rest. Company uses only recommended secure cipher suites and protocols to encrypt all traffic in transit and Subscriber Data is securely encrypted with strong ciphers and configurations when at rest. |
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services | Company’s customer agreements contain strict confidentiality obligations. Additionally, Company requires every downstream Subprocessor to sign confidentiality provisions that are substantially similar to those contained in customer agreements. Company has undergone a SOC 2 Type 2 audit that includes the Security and Processing Integrity Trust Service Criteria. |
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident | Daily backups of production datastores are taken. Backups are periodically tested in accordance with information security and data management policies. |
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing | Company has undergone a SOC 2 Type 2 audit that includes the Security and Processing Integrity Trust Service Criteria. |
Measures for user identification and authorization | Company uses secure access protocols and processes and follows industry best-practices for authentication, including Multifactor Authentication and Single Sign On (SSO). All production access requires the use of two-factor authentication, and network infrastructure is securely configured to vendor and industry best practices to block all unnecessary ports, services, and unauthorized network traffic. |
Measures for the protection of data during transmission | Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Company uses only recommended secure cipher suites and protocols to encrypt all traffic in transit (i.e. TLS 1.2) |
Measures for the protection of data during storage | Encryption-at-rest is automated using Microsoft Azures’s transparent disk encryption, which uses industry standard AES-256 encryption to secure all volume (disk) data. All keys are fully managed by Microsoft Azure. |
Measures for ensuring physical security of locations at which personal data are processed | All Company processing occurs in physical data centers that are managed by Microsoft Azure. |
Measures for ensuring events logging | Company monitors access to applications, tools, and resources that process or store Subscriber Data, including cloud services. Monitoring of security logs is managed by the security and engineering teams. Log activities are investigated when necessary and escalated appropriately. |
Measures for ensuring system configuration, including default configuration | Company adheres to a change management process to administer changes to the production environment for the Services, including changes to its underlying software, applications, and systems. All production changes are automated through CI/CD tools to ensure consistent configurations. |
Measures for internal IT and IT security governance and management | Company maintains a risk-based information security governance program. The framework for Company’s security program includes administrative, organizational, technical, and physical safeguards reasonably designed to protect the Services and confidentiality, integrity, and availability of Subscriber Data. |
Measures for certification / assurance of processes and products | Company undergoes annual SOC 2 Type II and PCI DSS audits. |
Measures for ensuring data minimisation | Company’s Subscribers solely determine what Subscriber PII Data they route through the Services. As such, Company operates on a shared responsibility model. Company gives Subscribers control over exactly what PII data enters the platform. |
Measures for ensuring data quality | Company has a multi-tiered approach for ensuring data quality. These measures include: (i) unit testing to ensure quality of logic used to process API calls, (ii) database schema validation rules which execute against data before it is saved to our database, (iii) a schema-first API design and strong typing to enforce a strict contract between official clients and API resolvers. Company applies these measures across the board, both to ensure the quality of any Usage Data that Company collects and to ensure that the Company Platform is operating within expected parameters. Company ensures that data quality is maintained from the time a Subscriber sends Subscriber Data into the Services and until that Subscriber Data is presented or exported. |
Measures for ensuring limited data retention | Company Subscribers solely determine what Subscriber Data they route through the Services. All Subscriber Data is deleted from the Services following service termination. |
Measures for ensuring accountability | Company has adopted measures for ensuring accountability, such as implementing data protection and information security policies across the business, recording and reporting Security Incidents involving Personal Data, and formally assigning roles and responsibilities for information security and data privacy functions. Additionally, the Company conducts regular third-party audits to ensure compliance with our privacy and security standards. |
Measures for allowing data portability and ensuring erasure | All PII in the Services may be deleted by the Subscriber or at the Subscriber’s request. Most use cases for porting PII from Company are not applicable. However, Company will respond to all requests for data porting in order to address Subscriber needs. |
Technical and organizational measures of sub-processors | The Company enters into Data Processing Agreements with its Authorized Subprocessors with data protection obligations substantially similar to those contained in this Addendum. |
ANNEX III
Please see list of Authorized Subprocessors as referenced in Exhibit D, as updated from time to time.
Exhibit E
The following includes the information required by Part 1 of the UK SCCs, Module 2, Controller-to-Processor
Start date | The date of this agreement. | |
The Parties | Exporters (who send the Restricted Transfer) | Importer (who receives the Restricted Transfer) |
Parties’ details | See Exhibit D. | See Exhibit D. |
Key Contact | See Exhibit D. | See Exhibit D. |
Signature (if required for the purposes of Section 2) |
Table 2: Selected SCCs, Modules and Selected Clauses
Addendum EU SCCs | the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum: Module 2 of EU SSCs, as at Exhibit D. |
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
Annex 1A: List of Parties: See Exhibit D. |
Annex 1B: Description of Transfer: See Exhibit D. |
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See Exhibit D. |
Annex III: List of Sub processors (Modules 2 and 3 only): See Exhibit D. |
Table 4: Ending this Addendum when the Approved Addendum Changes
Ending this Addendum when the Approved Addendum changes | Which Parties may end this Addendum as set out in Section 19: Importer |
Exhibit F
The following includes the information required by Annex I, Annex II and Annex III of the EU SCCs Module 3, Processor-to-Processor.
ANNEX I
G. The Parties
Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]
Name:.[Insert Subscriber name]
Address: [Insert Subscriber address]
Contact person’s name, position and contact details: [__________]
Activities relevant to the data transferred under these Clauses: As described in Part B of the Addendum.
Signature and date: mm/dd/yyyy
Role (controller/processor): Controller
Data importer(s):
Name: Creovai, Inc.
Address:
10900 Research Blvd
Ste 160C, Unit #2065
Austin, TX 78759
Email: infosec@creovai.com
Activities relevant to the data transferred under these Clauses: ...As described in Part B of the Addendum.
Signature and date: mm/dd/yyyy
Role (controller/processor): Processor
H. Description of the Transfer
Data Subjects | The data exporter may submit personal data to the data importer through its software, services, systems, products, and/or technologies, the extent of which is determined and controlled by the data exporter in compliance with applicable data protection laws and regulations, and which may include but is not limited to personal data relating to the following categories of data subjects: data exporter’s employees, consultants, contractors, agents and/or customers. |
Categories of Personal Data | The personal data transferred concern the following categories of data: Any personal data comprised in all data and information submitted by data exporter to data importer’s software, services, systems, products, and/or technologies, which may include, but is not limited to the following categories of Personal Data:
|
Special Category Personal Data (if applicable) | Data exporters are prohibited from providing special categories of data to Company, including any data which discloses the criminal history of any persons. |
Nature of the Processing | Data is processed in order for Subscriber to manage its information security and data privacy programs and evidence said programs for third-party audit. |
Purposes of Processing | To fulfill each party’s obligations under the Agreement. |
Duration of Processing and Retention (or the criteria to determine such period) | During the term of the Agreement |
Frequency of the transfer | During the term of the Agreement on a periodic basis throughout the day and/or at the discretion of the Subscriber. |
Recipients of Personal Data Transferred to the Data Importer | Company will maintain a list of Subprocessors that may be updated from time to time at the following: Subprocessors |
I. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter
ANNEX II
Description of the Technical and Organisational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs
Technical and Organizational Security Measure | Details |
---|---|
Measures of pseudonymisation and encryption of personal data | Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Databases housing sensitive customer data are encrypted at rest. Company uses only recommended secure cipher suites and protocols to encrypt all traffic in transit and Subscriber Data is securely encrypted with strong ciphers and configurations when at rest. |
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services | Company’s customer agreements contain strict confidentiality obligations. Additionally, Company requires every downstream Subprocessor to sign confidentiality provisions that are substantially similar to those contained in customer agreements. Company has undergone a SOC 2 Type 2 audit that includes the Security and Processing Integrity Trust Service Criteria. |
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident | Daily backups of production datastores are taken. Backups are periodically tested in accordance with information security and data management policies. |
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing | Company has undergone a SOC 2 Type 2 audit that includes the Security and Processing Integrity Trust Service Criteria. |
Measures for user identification and authorization | Company uses secure access protocols and processes and follows industry best-practices for authentication, including Multifactor Authentication and Single Sign On (SSO). All production access requires the use of two-factor authentication, and network infrastructure is securely configured to vendor and industry best practices to block all unnecessary ports, services, and unauthorized network traffic. |
Measures for the protection of data during transmission | Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Company uses only recommended secure cipher suites and protocols to encrypt all traffic in transit (i.e. TLS 1.2) |
Measures for the protection of data during storage | Encryption-at-rest is automated using Microsoft Azures’s transparent disk encryption, which uses industry standard AES-256 encryption to secure all volume (disk) data. All keys are fully managed by Microsoft Azure. |
Measures for ensuring physical security of locations at which personal data are processed | All Company processing occurs in physical data centers that are managed by Microsoft Azure. |
Measures for ensuring events logging | Company monitors access to applications, tools, and resources that process or store Subscriber Data, including cloud services. Monitoring of security logs is managed by the security and engineering teams. Log activities are investigated when necessary and escalated appropriately. |
Measures for ensuring system configuration, including default configuration | Company adheres to a change management process to administer changes to the production environment for the Services, including changes to its underlying software, applications, and systems. All production changes are automated through CI/CD tools to ensure consistent configurations. |
Measures for internal IT and IT security governance and management | Company maintains a risk-based information security governance program. The framework for Company’s security program includes administrative, organizational, technical, and physical safeguards reasonably designed to protect the Services and confidentiality, integrity, and availability of Subscriber Data. |
Measures for certification / assurance of processes and products | Company undergoes annual SOC 2 Type II and PCI DSS audits. |
Measures for ensuring data minimisation | Company’s Subscribers solely determine what Subscriber PII Data they route through the Services. As such, Company operates on a shared responsibility model. Company gives Subscribers control over exactly what PII data enters the platform. |
Measures for ensuring data quality | Company has a multi-tiered approach for ensuring data quality. These measures include: (i) unit testing to ensure quality of logic used to process API calls, (ii) database schema validation rules which execute against data before it is saved to our database, (iii) a schema-first API design and strong typing to enforce a strict contract between official clients and API resolvers. Company applies these measures across the board, both to ensure the quality of any Usage Data that Company collects and to ensure that the Company Platform is operating within expected parameters. Company ensures that data quality is maintained from the time a Subscriber sends Subscriber Data into the Services and until that Subscriber Data is presented or exported. |
Measures for ensuring limited data retention | Company Subscribers solely determine what Subscriber Data they route through the Services. All Subscriber Data is deleted from the Services following service termination. |
Measures for ensuring accountability | Company has adopted measures for ensuring accountability, such as implementing data protection and information security policies across the business, recording and reporting Security Incidents involving Personal Data, and formally assigning roles and responsibilities for information security and data privacy functions. Additionally, the Company conducts regular third-party audits to ensure compliance with our privacy and security standards. |
Measures for allowing data portability and ensuring erasure | All PII in the Services may be deleted by the Subscriber or at the Subscriber’s request. Most use cases for porting PII from Company are not applicable. However, Company will respond to all requests for data porting in order to address Subscriber needs. |
Technical and organizational measures of sub-processors | The Company enters into Data Processing Agreements with its Authorized Subprocessors with data protection obligations substantially similar to those contained in this Addendum. |
ANNEX III
Please see list of Authorized Subprocessors as referenced in Exhibit F, as updated from time to time.
Exhibit G
The following includes the information required by Part 1 of the UK SCCs, Module 3, Processor-to-Processor
Table 1: Parties
Start date | The date of this agreement. | |
The Parties | Exporters (who send the Restricted Transfer) | Importer (who receives the Restricted Transfer) |
Parties’ details | See Exhibit F. | See Exhibit F. |
Key Contact | See Exhibit F. | See Exhibit F. |
Signature (if required for the purposes of Section 2) |
Table 2: Selected SCCs, Modules and Selected Clauses
Addendum EU SCCs | the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum: Module 3 of EU SSCs, as at Exhibit F. |
Table 3: Appendix Information
means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
Annex 1A: List of Parties: See Exhibit F. |
Annex 1B: Description of Transfer: See Exhibit F. |
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See Exhibit F. |
Annex III: List of Sub processors (Modules 2 and 3 only): See Exhibit F. |
Table 4: Ending this Addendum when the Approved Addendum Changes
Ending this Addendum when the Approved Addendum changes | Which Parties may end this Addendum as set out in Section 19: Importer |