securiti.ai
Open in
urlscan Pro
2606:4700:20::ac43:44b9
Public Scan
Submitted URL: https://email.securiti.ai/NjQxLUdZSi04ODcAAAGO2FkeY_pl2tkkYNpHQapxWE_5tRWwMbNUonZMTHLDYssBEbTZHeGdO3tsut50sM7JFJ58Vlw=
Effective URL: https://securiti.ai/terms/?mkt_tok=NjQxLUdZSi04ODcAAAGO2FkeY_w5HRcBzaW45DH4IfJQoyqELzh0QmWcfMwf_tceEVfXsAiIt_1yKIpkQ...
Submission: On October 17 via api from QA — Scanned from DE
Effective URL: https://securiti.ai/terms/?mkt_tok=NjQxLUdZSi04ODcAAAGO2FkeY_w5HRcBzaW45DH4IfJQoyqELzh0QmWcfMwf_tceEVfXsAiIt_1yKIpkQ...
Submission: On October 17 via api from QA — Scanned from DE
Form analysis 2 forms found in the DOM
<form class="mktoForm mkto-no-label mktoHasWidth mktoLayoutLeft" data-formid="1725" style="min-height: 100px; font-family: Helvetica, Arial, sans-serif; font-size: 13px; color: rgb(51, 51, 51); width: 861px;" id="_16975218664130.12103258573414899"
novalidate="novalidate">
<style type="text/css">
.mktoForm .mktoButtonWrap.mktoDownloadButton .mktoButton {
position: relative;
display: inline-block;
vertical-align: top;
height: 36px;
line-height: 35px;
padding: 0 20px;
font-size: 13px;
color: white;
text-align: center;
text-decoration: none;
text-shadow: 0 -1px rgba(0, 0, 0, 0.4);
background-clip: padding-box;
border: 1px solid;
border-radius: 2px;
cursor: pointer;
-webkit-box-shadow: inset 0 1px rgba(255, 255, 255, 0.1), inset 0 0 0 1px rgba(255, 255, 255, 0.08), 0 1px 2px rgba(0, 0, 0, 0.25);
box-shadow: inset 0 1px rgba(255, 255, 255, 0.1), inset 0 0 0 1px rgba(255, 255, 255, 0.08), 0 1px 2px rgba(0, 0, 0, 0.25);
background: #3b5ca0;
border-color: #2d477b #2d477b #263c68;
background-image: -webkit-linear-gradient(top, #4369b6, #3b5ca0 66%, #365391);
background-image: -moz-linear-gradient(top, #4369b6, #3b5ca0 66%, #365391);
background-image: -o-linear-gradient(top, #4369b6, #3b5ca0 66%, #365391);
background-image: linear-gradient(to bottom, #4369b6, #3b5ca0 66%, #365391);
}
.mktoForm .mktoButtonWrap.mktoDownloadButton .mktoButton:before {
content: "";
position: absolute;
top: 0;
bottom: 0;
left: 0;
right: 0;
pointer-events: none;
background-image: -webkit-radial-gradient(center top, farthest-corner, rgba(255, 255, 255, 0.08), rgba(255, 255, 255, 0));
background-image: -moz-radial-gradient(center top, farthest-corner, rgba(255, 255, 255, 0.08), rgba(255, 255, 255, 0));
background-image: -o-radial-gradient(center top, farthest-corner, rgba(255, 255, 255, 0.08), rgba(255, 255, 255, 0));
background-image: radial-gradient(center top, farthest-corner, rgba(255, 255, 255, 0.08), rgba(255, 255, 255, 0));
}
.mktoForm .mktoButtonWrap.mktoDownloadButton .mktoButton:hover:before {
background-image: -webkit-radial-gradient(farthest-corner, rgba(255, 255, 255, 0.18), rgba(255, 255, 255, 0.03));
background-image: -moz-radial-gradient(farthest-corner, rgba(255, 255, 255, 0.18), rgba(255, 255, 255, 0.03));
background-image: -o-radial-gradient(farthest-corner, rgba(255, 255, 255, 0.18), rgba(255, 255, 255, 0.03));
background-image: radial-gradient(farthest-corner, rgba(255, 255, 255, 0.18), rgba(255, 255, 255, 0.03));
}
.mktoForm .mktoButtonWrap.mktoDownloadButton .mktoButton:active {
background: #3b5ca0;
border-color: #263c68 #2d477b #2d477b;
-webkit-box-shadow: inset 0 1px 2px rgba(0, 0, 0, 0.2);
box-shadow: inset 0 1px 2px rgba(0, 0, 0, 0.2);
}
.mktoForm .mktoButtonWrap.mktoDownloadButton .mktoButton:active:before {
content: none;
}
</style>
<div class="mktoFormRow">
<div class="mktoFieldDescriptor mktoFormCol" style="margin-bottom: 10px;">
<div class="mktoOffset" style="width: 10px;"></div>
<div class="mktoFieldWrap mktoRequiredField"><label for="Email_16975218664130.12103258573414899" id="LblEmail" class="mktoLabel mktoHasWidth" style="width: 420px;">
<div class="mktoAsterix">*</div>Work Email:
</label>
<div class="mktoGutter mktoHasWidth" style="width: 10px;"></div><input id="Email_16975218664130.12103258573414899" name="Email" placeholder="* Work Email" maxlength="255" aria-labelledby="LblEmail InstructEmail" type="email"
class="mktoField mktoEmailField mktoHasWidth mktoRequired" aria-required="true" style="width: 420px;"><span id="InstructEmail" tabindex="-1" class="mktoInstruction"></span>
<div class="mktoClear"></div>
</div>
<div class="mktoClear"></div>
</div>
<div class="mktoClear"></div>
</div>
<div class="mktoFormRow">
<div class="mktoFieldDescriptor mktoFormCol" style="margin-bottom: 10px;">
<div class="mktoOffset" style="width: 10px;"></div>
<div class="mktoFieldWrap"><label for="mktoEmailable_16975218664130.12103258573414899" id="LblmktoEmailable" class="mktoLabel mktoHasWidth" style="width: 420px;">
<div class="mktoAsterix">*</div>I consent to receive marketing emails. I understand I can unsubscribe at any time and agree to terms outlined in Securiti’s
<a href="https://securiti.ai/terms/#privacy-policy" target="_blank" id="">privacy policy</a>.
</label>
<div class="mktoGutter mktoHasWidth" style="width: 10px;"></div>
<div class="mktoLogicalField mktoCheckboxList mktoHasWidth" style="width: 26px;">
<div class="checker" id="uniform-mktoEmailable_16975218664130.12103258573414899"><span class=""><input name="mktoEmailable" id="mktoEmailable_16975218664130.12103258573414899" type="checkbox" value="yes"
aria-labelledby="LblmktoEmailable InstructmktoEmailable" class="mktoField" placeholder=""></span></div><label for="mktoEmailable" id="LblmktoEmailable"></label>
</div><span id="InstructmktoEmailable" tabindex="-1" class="mktoInstruction"></span>
<div class="mktoClear"></div>
</div>
<div class="mktoClear"></div>
</div>
<div class="mktoClear"></div>
</div>
<div class="mktoFormRow"><input type="hidden" name="mktoUTMCampaign" class="mktoField mktoFieldDescriptor mktoFormCol" value="" style="margin-bottom: 10px;" placeholder="">
<div class="mktoClear"></div>
</div>
<div class="mktoFormRow"><input type="hidden" name="mktoUTMMedium" class="mktoField mktoFieldDescriptor mktoFormCol" value="" style="margin-bottom: 10px;" placeholder="">
<div class="mktoClear"></div>
</div>
<div class="mktoFormRow"><input type="hidden" name="mktoUTMSource" class="mktoField mktoFieldDescriptor mktoFormCol" value="" style="margin-bottom: 10px;" placeholder="">
<div class="mktoClear"></div>
</div>
<div class="mktoFormRow"><input type="hidden" name="trackingcode" class="mktoField mktoFieldDescriptor mktoFormCol" value="na" style="margin-bottom: 10px;" placeholder="">
<div class="mktoClear"></div>
</div>
<div class="mktoFormRow"><input type="hidden" name="Country" class="mktoField mktoFieldDescriptor mktoFormCol" value="" style="margin-bottom: 10px;" placeholder="">
<div class="mktoClear"></div>
</div>
<div class="mktoButtonRow"><span class="mktoButtonWrap mktoDownloadButton" style="margin-left: 11px;"><button type="submit" class="mktoButton" form="_16975218664130.12103258573414899">Subscribe</button></span></div><input type="hidden"
name="formid" class="mktoField mktoFieldDescriptor" value="1725" placeholder=""><input type="hidden" name="munchkinId" class="mktoField mktoFieldDescriptor" value="641-GYJ-887" placeholder="">
</form><form class="mktoForm mkto-no-label mktoHasWidth mktoLayoutLeft" data-formid="1725"
style="min-height: 100px; font-family: Helvetica, Arial, sans-serif; font-size: 13px; color: rgb(51, 51, 51); visibility: hidden; position: absolute; top: -500px; left: -1000px; width: 1600px;" novalidate="novalidate"></form>Text Content
Cookie Richtlinie
Diese Website verwendet cookies, um die Navigation auf der Website zu
verbessern, die Nutzung der Website zu analysieren, unsere Marketingbemühungen
zu unterstützen und Ihnen die bestmögliche Erfahrung zu bieten.
Erfahren Sie mehr
Akzeptiere CookiesCookies ablehnen Cookie Voreinstellungen
IDC Names Securiti a Worldwide Leader in Data Privacy
View
* Events
* Spotlight Talks
* Education
en
* en
* pt-br
Contact Us Schedule a Demo
* Products
By Use Cases By Roles
Data Command Center
View
* Learn more
Asset and Data Discovery
Discover dark and native data assets
* Learn more
Data Access Intelligence & Governance
Identify which users have access to sensitive data and prevent
unauthorized access
* Learn more
Data Privacy Automation
PrivacyCenter.Cloud | Data Mapping | DSR Automation | Assessment
Automation | Vendor Assessment | Breach Management | Privacy Notice
* Learn more
Sensitive Data Intelligence
Discover & Classify Structured and Unstructured Data | People Data Graph
* Learn more
Data Flow Intelligence & Governance
Prevent sensitive data sprawl through real-time streaming platforms
* Learn more
Data Consent Automation
First Party Consent | Third Party & Cookie Consent
* Learn more
Data Security Posture Management
Secure sensitive data in hybrid multicloud and SaaS environments
* Learn more
Data Breach Impact Analysis & Response
Analyze impact of a data breach and coordinate response per global
regulatory obligations
* Learn more
Data Catalog
Automatically catalog datasets and enable users to find, understand, trust
and access data
* Learn more
Data Lineage
Track changes and transformations of data throughout its lifecycle
Data Controls Orchestrator
View
Data Command Center
View
Sensitive Data Intelligence
View
* Asset Discovery
* Data Discovery & Classification
* Sensitive Data Catalog
* People Data Graph
Learn more
Privacy
Automate compliance with global privacy regulations
* Data Mapping Automation
View
* Data Subject Request Automation
View
* People Data Graph
View
* Assessment Automation
View
* Cookie Consent
View
* Universal Consent
View
* Vendor Risk Assessment
View
* Breach Management
View
* Privacy Policy Management
View
* Privacy Center
View
Learn more
Security
Identify data risk and enable protection & control
* Data Security Posture Management
View
* Data Access Intelligence & Governance
View
* Data Risk Management
View
* Data Breach Analysis
View
Learn more
Governance
Optimize Data Governance with granular insights into your data
* Data Catalog
View
* Data Lineage
View
* Data Quality
View
Data Controls Orchestrator
View
* Solutions
Technologies
Covering you everywhere with 1000+ integrations across data systems.
* Snowflake
View
* AWS
View
* Microsoft 365
View
* Salesforce
View
* Workday
View
* GCP
View
* Azure
View
* Oracle
View
Learn more
Regulations
Automate compliance with global privacy regulations.
* US California CCPA
View
* US California CPRA
View
* European Union GDPR
View
* Thailand’s PDPA
View
* China PIPL
View
* Canada PIPEDA
View
* Brazil's LGPD
View
* + More
View
Learn more
Roles
Identify data risk and enable protection & control.
* Privacy
View
* Security
View
* Governance
View
* Marketing
View
* Resources
Blog
Read through our articles written by industry experts
Collateral
Product brochures, white papers, infographics, analyst reports and more.
Knowledge Center
Learn about the data privacy, security and governance landscape.
Securiti Education
Courses and Certifications for data privacy, security and governance
professionals.
* Company
About Us
Learn all about Securiti, our mission and history
Partner Program
Join our Partner Program
Contact Us
Contact us to learn more or schedule a demo
News Coverage
Read about Securiti in the news
Press Releases
Find our latest press releases
Careers
Join the talented Securiti team
TERMS & POLICIES
WHAT IS CCPA?
CCPA ADDENDUM
SYSTEM DESCRIPTION
COOKIES POLICY
PORTAL REFERRAL ADDENDUM
TERMS & CONDITIONS
DATA PROCESSING AGREEMENT / ADDENDUM
HIPAA BAA
PLATFORM PRODUCTS SPECIFIC TERM
PRIVACY POLICY
AFFILIATE PROGRAM POLICIES
AFFILIATE PROGRAM AGREEMENT
CONTENT USAGE GUIDELINES
WHAT IS CCPA?
WHAT IS CCPA?
The California Consumer Privacy Act (“CCPA”) 2018, which took effect on 1
January 2020, creates new rights for California consumers relating to the access
to, deletion of, and sharing of personal information that is collected by
certain types of businesses.
The CCPA also requires the California Attorney General to adopt regulations to
further clarify the CCPA, establish procedures to facilitate consumers’ new
rights under the CCPA and provide guidance to businesses for how to comply (the
Regulations).
On 10 October 2019, the California Attorney General published draft Regulations
for public consultation. The draft Regulations have been subject to a number of
public hearings and are not expected to be finalized and enforced before July 1,
2020. There is therefore some uncertainty regarding the final text of the
Regulations.
You can find out more about the CCPA by visiting the California Attorney
General’s CCPA page here.
WHAT IS SECURITI DOING TO COMPLY WITH THE CCPA?
Securiti is dedicated to ensuring compliance with the CCPA and the Regulations
(once finalized).
At this current time, Securiti does not consider that it meets the thresholds to
be a “Business” under the CCPA and has identified itself as a “Service
Provider”.
Similar to the concept of a data processor under the GDPR, a Service Provider
under the CCPA processes personal information on behalf of a Business for a
specific purpose, such as providing services to the Business.
Here is a brief overview of the steps Securiti has taken or is in the process of
taking in response to the CCPA:
* Conducting a privacy assessment across our organization, including mapping
all of the personal information we hold.
* Updating our Privacy Policy (available here).
* Updating our internal policies and terms to include CCPA language.
* Implementing a process to respond to California consumer requests.
* Ensuring that our security measures are in line with the California Attorney
General’s CIS standards (available here).
* Actively monitoring the developments in the law with a view to ensuring
compliance.
Please note that these changes do not affect your use of our services and
products and you may continue to use our services in accordance with our updated
policies and terms.
If you have any questions regarding Securiti’s privacy program or the CCPA
please feel free to contact us at privacy@securiti.ai
CCPA ADDENDUM
CCPA ADDENDUM
This CCPA Addendum (this “Addendum”) is effective as of _______________ (the
"Addendum Effective Date") forms a part of the _______________Agreement between
Securiti Inc. (the “Supplier”) and _______________, its parent company and
affiliates (collectively, the “Customer”) dated _____________, including all
amendments and work orders thereto and extensions and renewals thereof (the
“Agreement”). The parties agree as follows:
1. Definitions. For purposes of this Addendum, the following terms shall mean
as follows:
* “Business”, “Business Purpose”, “Consumer”, “Delete”, “Personal
Information”, “Request to Delete”, “Request to Know” “Sell”, and “Service
Provider” shall have the meaning set forth in the CCPA.
* “CCPA” means the California Consumer Privacy Act.
*
* “Services” means performance of the services and activities provided
pursuant to or in connection with the Agreement previously entered into
between Supplier and Customer.
*
2. Subject Matter. In order for Supplier to provide Services to Customer,
Supplier may have to Process Personal Information on behalf of Customer.
This Addendum applies to the Processing by Supplier of Customer Personal
Information in connection with the Agreement. Customer shall, in its use of
the Services and provision of Personal Information to Supplier in connection
with the Services, comply at all times with the obligations, requirements
and laws, and regulations applicable to Businesses and Customer shall
indemnify, hold harmless and defend Supplier for any breach or violation
related thereto. Supplier and Customer acknowledge and agree that Supplier
is acting as a Service Provider in its provision of the Services to
Customer.
3. Prohibited Use. Supplier, as a Service Provider, certifies that Supplier
will not Sell Customer's Personal Information. Supplier further agrees not
to retain, use or disclose Personal Information obtained from Customer,
except to the extent permitted by the CCPA, (i) outside the direct business
relationship between Customer and Supplier, and (ii) for any purposes other
than for the specific Business Purpose of performing the Services specified
in the Agreement. For the avoidance of doubt, Customer hereby approves the
transfers of Personal Information by Supplier to Supplier’s other entities
(including, without limitation, affiliates and subsidiaries), service
providers, third parties and vendors, in order to provide the Services to
Customer.
4. Deletion. Upon Customer’s written request, and subject to, and in accordance
with the CCPA and this Addendum, , Supplier, as a Service Provider, agrees
to promptly Delete Customer Personal Information. In any event, to the
extent required or allowed by applicable law, Supplier may retain Personal
Information for evidence purposes and/or for the establishment, exercise or
defense of legal claims and/or to comply with applicable laws and
regulations.
5. Consumer's Requests. Where required by CCPA, Supplier agrees to provide
reasonable assistance to, and comply with reasonable instructions from,
Customer related to valid Consumer requests. If Supplier receives a Request
to Know or Request to Delete from a Consumer, Supplier shall, to the extent
legally permitted, promptly notify and forward such Consumer requests to
Customer.
6. Limitation of Liability. Supplier’s (including, without limitation,
Supplier’s affiliates’ and subsidiaries’) entire, total and aggregate
liability, related to personal data or information, privacy, or for breach
of, this Addendum and/or CCPA, including, without limitation, if any, any
indemnification obligation under the Agreement or applicable law regarding
data protection or privacy, shall be subject to the limitation of liability
under the Agreement.
7. Duration and Survival. This Addendum will become legally binding upon the
later of the Addendum Effective Date, or the date that the parties sign this
Addendum. This Addendum shall automatically terminate upon the termination
or expiration of the Agreement under which the Services are provided.
Section 6 and Section 7 of this Addendum shall survive the termination or
expiration of this Addendum for any reason. This Addendum cannot, in
principle, be terminated separately to the Agreement, except where the
processing of Personal Information ends before the termination of the
Agreement, in which case, this Addendum shall automatically terminate.
8. Miscellaneous. This Addendum may not be amended or modified except by a
written instrument which is signed by both parties. This Addendum may be
executed in counterparts. Supplier may assign this Addendum or its rights or
obligations hereunder to any affiliate thereof, or to a successor or any
affiliate thereof, in connection with a merger, consolidation or acquisition
of all or substantially all of its shares, assets or business relating to
this Addendum or the Agreement.
SECURITI INC.:
Signature:
Legal Name:
Print Name:
Title:
Date:
CUSTOMER
Signature:
Legal Name:
Print Name:
Title:
Date:
SYSTEM DESCRIPTION
SYSTEM DESCRIPTION
SECURITI PLATFORM
Securiti is the leader in AI-Powered Security, Privacy, Governance and
Compliance for SaaS and data systems across multi-cloud and hybrid environments.
Organizations globally rely on Securiti to secure and govern data systems, meet
global privacy regulations and stay compliant. Securiti provides a comprehensive
platform to manage security, privacy, and compliance risks across multi-cloud,
SaaS, and on-premise environments with multiple well-integrated modular
offerings.
The Securiti platform instances are available in multiple geographically
distributed datacenters provided by IaaS vendors (AWS and GCP). Each instance
caters to customers from specific geography as a standalone offering with no
data exchange between the instances. The solution is deployed with high
redundancy and availability to meet our commitments to uptime and performance.
Daily backups are copied over to a different data center in a different region
for disaster recovery. Critical infrastructure services are provisioned in the
Disaster Recovery region using the pilot light strategy for a quick recovery of
the service.
Failover strategy for Securiti’s SaaS cloud makes use of the multiple
availability zones in a given region. All the compute nodes and storage services
are spread across a minimum of two availability zones. If an AZ suffers an
outage, excess capacity is spun in the other AZ or a different AZ (most regions
have 3 or more AZs). Storage services use either active/standby failover model
or distributed replica model across multiple nodes in different AZs. Entire
region's failure is a rare occurrence - when an entire region fails, DR
procedures kick in to restore the service in a different region with an RTO of
24 hours and RPO of 24 hours.
The following diagram illustrates the above strategy in simple terms for AWS. An
identical architecture is employed for GCP.
Securiti uses various security tools to scan its environment and services. We
also engage professional security vendors to perform third-party penetration
tests and audits of our environment on an annual basis, respectively, while
internal system scans are performed weekly.
Securiti platform is certified for the SOC2 Type II and ISO 27001 standards.
ACCESS TO CUSTOMER DATA
A subset of Securiti’s Personnel has access to customer data as necessary to
support the platform. Individual access is granted based on the role and job
responsibilities of the individual. Access to systems containing customer data
is reviewed on a regular basis and is monitored on an ongoing basis.
SECURE DATA HANDLING AND DESTRUCTION
IaaS vendors are responsible for the security of the underlying cloud
infrastructure and SECURITI takes the responsibility of securing workloads we
deploy in the cloud environments. Computing environments are continuously
audited, with certifications from accreditation bodies across geographies and
verticals, including ISO 27001, FedRAMP, DoD CSM, and PCI DSS. Any device
storing any data is subjected to data-at-rest encryption. Thus, a decommissioned
device cannot be misused.
Securiti makes use of per-customer, virtual database instances to logically
separate one customer’s data from other customers’ data. When a customer stops
using the service, securiti destroys the corresponding virtual database
instance. Any customer data that is identified and cataloged by SECURITI as
personal data is subjected to a one-way, irreversible hash and stored in the
virtual database instance of the customer. At no point, personal data is
captured in clear-text in logs or databases.
CUSTOMER RESPONSIBILITIES
Securiti platform is provided as a multi-tenant, cloud-based service, accessible
on the internet via web browsers such as Chrome, Firefox, etc. As a user of the
Securiti platform, customers should be proactive in recognizing the value,
sensitivity, and need to safeguard the information provided by the service and
access to the policy enforcement capabilities. This document details Securiti
customer responsibilities as they relate to use of the Securiti platform. It is
the responsibility of Securiti customers to familiarize themselves with the
information and procedures set forth below and comply with them.
SAFEGUARDING OF ASSETS & INFORMATION
To safeguard information assets and policy enforcement capabilities available in
the Securiti platform, the customers’ IT governance processes should include
end-user training regarding appropriate use and awareness of the need for
securing access to their Securiti platform account credentials. As with most
cloud services, access to the Securiti platform requires a login ID and password
(with optional two-factor authentication) or integration with a Single-Sign-On
(SSO) provider. When an organization subscribes to the Securiti platform
service, it is the customer’s responsibility to manage which end users should be
given access. Customers should also define when access should be taken away from
the end users. For example, access should be revoked upon end user’s separation
from employment or as part of departmental changes that result in change of
duties or responsibilities. Only valid account credentials should be used by
authorized users to access the Securiti platform service.
Securiti’s platform service should be considered sensitive and confidential by
Securiti platform users. Users should follow information security best practices
in ensuring access to their account credentials is appropriately limited, as
well as ensuring that the information and functionality provided by the Securiti
platform service is protected and restricted from unauthorized use. Securiti
platform users are responsible for maintaining the security and confidentiality
of their user credentials (e.g., Login ID and Password), and are responsible for
all activities and uses performed under their account credentials whether
authorized by them or not. By establishing user credentials and accessing the
Securiti platform, end users of the Securiti platform service agree to comply
with these requirements to safeguard assets and account information.
PASSWORD MANAGEMENT
Securiti platform service is accessible to the global Internet public, as a
result, great care must be exercised by Securiti platform users in protecting
their subscription against unauthorized access and use of their credentials. By
establishing user credentials and accessing the Securiti platform service, end
users agree to proactively protect the security and confidentiality of their
user credentials and never share service account credentials, disclose any
passwords or user identifications to any unauthorized persons, or permit any
unauthorized person to use or access their Securiti platform accounts. Any loss
of control of passwords or user identifications could result in the loss of
“Personally Identifiable Data (PII)” and the culpable account owner(s) may be
liable for the actions taken under their service account credentials whether
they authorized the activity or not. Additionally, when establishing Securiti
platform account credentials, end users are required to establish strong
passwords following password strength and complexity best practices; passwords
should not be easily guessable. Users are advised to make use of other security
measures such as multi-factor authentication, IP address restrictions and
single-sign-on configuration.
REPORTING OPERATIONAL ISSUES
All Securiti services are monitored 24×7 and the status of the platform is
updated at support.securiti.ai (or status.eu.securiti.ai for our EU platform).
Any scheduled maintenance is also posted on the status page. On the occasion
that Securiti users observe performance issues, problems or service outages,
users can open a ticket at support.securiti.ai (requires Securiti subscription)
or email support@securiti.ai to report such issues.
INCIDENTS AND BREACHES
By establishing Securiti platform account credentials or accessing its service,
end users of the service agree to notify Securiti immediately of any security
incident, including any suspected or confirmed breach of security by opening a
support ticket at support.securiti.ai (requires Security subscription) or by
emailing support@securiti.ai or security-team@securiti.ai. Also, users of the
service agree to logout or exit the service immediately at the end of each
session to provide further protection against unauthorized use and intrusion.
Securiti platform users should also notify Securiti immediately if they observe
any activity or communications in other forums that may indicate that other
Securiti customers have had their accounts compromised. Lastly, Securiti
encourages users to practice responsible disclosure by notifying Securiti of any
identified security vulnerabilities. Securiti is dedicated to providing secure
services to clients, and will triage all security vulnerabilities that are
reported. Furthermore, Securiti will prioritize and fix security vulnerabilities
in accordance with the risk that they pose.
COMPLIANCE ISSUES
Regulatory requirements and industry mandates are continuously increasing in
scope & depth and can vary from industry to industry. Securiti users agree to
abide by the regulatory requirements, industry mandates, and other compliance
requirements imposed on their organizations and understand that use of
cloud-based services does not exclude the organizations from responsibilities
for restricting access to application information and functionality.
RESPONSIBLE DISCLOSURE POLICY
Securiti is dedicated to keeping its cloud platform safe from all types of
security issues thereby providing a safe and secure environment to our
customers. Data security is a matter of utmost importance and a top priority for
us. If you are a dedicated security researcher or vulnerability hunter and have
discovered a security flaw in the Securiti platform including the cloud
application and infrastructure, we appreciate your support in disclosing the
issue to us in a responsible manner. Our responsible disclosure process is
managed by the security team at Securiti. We are always ready to recognize the
efforts of security researchers by rewarding them with a token of appreciation,
provided the reported security issue is of high severity and not known to us.
While reporting the security vulnerability to Securiti’s Security team, please
refrain from disclosing the vulnerability details to the public outside of this
process without explicit permission. Please provide the complete details. We
determine the impact of vulnerability by looking into the ease of exploitation
and business risks associated with the vulnerability.
RESPONSE
As a security researcher, if you identify or discover a security vulnerability
in compliance with the responsible disclosure guidelines, Securiti’s security
team commits to:
* Acknowledge the receipt of reported security vulnerability in a timely
fashion
* Notify you when the vulnerability is remediated
* Extend our gratitude by providing a token of appreciation in supporting us to
make our customers safe and secure
Please send the details of the discovered vulnerability or any security issue
to: security-team@securiti.ai.
INTERNET FACING ASSETS
GLOBAL PRODUCTION CLOUD
app.securiti.ai Management Console privacy-central.securiti.ai Data subject
portal status.securiti.ai Status page cdn-prod.securiti.ai CDN for Consent
banner and SDK packages.securiti.ai Appliance images docs.securiti.ai
Documentation
EU PRODUCTION CLOUD
app.eu.securiti.ai Management Console privacy-central.eu.securiti.ai Data
subject portal status.eu.securiti.ai Status page cdn-prod.eu.securiti.ai CDN for
Consent banner and SDK packages.eu.securiti.ai Appliance images
docs.eu.securiti.ai Documentation
GLOBAL PRODUCTION CLOUD 1
app1.securiti.ai Management Console privacy-central1.securiti.ai Data subject
portal status1.securiti.ai Status page packages1.securiti.ai Appliance images
docs.securiti.ai Documentation
GLOBAL PRODUCTION CLOUD 2
app2.securiti.ai Management Console privacy-central2.securiti.ai Data subject
portal status2.securiti.ai Status page packages2.securiti.ai Appliance images
docs2.securiti.ai Documentation
MISCELLANEOUS
support.securiti.ai: Customer support
COOKIES POLICY
COOKIES POLICY
Last revised on July 27, 2019 effective as of August 1, 2019
If your browser is configured to accept cookies, we may collect non-personally
identifiable information passively using "cookies" and "page tags".
It is SECURITI's policy to respect your privacy regarding any information we may
collect while operating our website. Please read this policy carefully to
understand how we handle and treat your personal information.
--------------------------------------------------------------------------------
WHAT'S A COOKIE?
"Cookies" are small text files that can be placed on your computer or mobile
device in order to identify your Web browser and the activities of your computer
on the Securiti Service and other websites.
--------------------------------------------------------------------------------
WHAT'S A PAGE TAG?
"Page tags," also known as web beacons or gif tags, are a web technology used to
help track website or email usage information, such as how many times a specific
page or email has been viewed. Page tags are invisible to you, and any portion
of the SecuritiService, including advertisements, or email sent on our behalf,
may contain page tags.
--------------------------------------------------------------------------------
DOES SECURITI USE COOKIES, AND WHY?
Yes. We use cookies to personalize your experience on the Securiti websites
(such as dynamically generating content on webpages specifically designed for
you), to assist you in using the Securiti Service (such as saving time by not
having to reenter your name each time you use the Securiti Service), to allow us
to statistically monitor how you are using the Securiti Service so that we can
improve our offerings, and to target certain advertisements to your browser
which may be of interest to you or to determine the popularity of certain
content. By using cookies and page tags together, we are able to improve the
Securiti Service and measure the effectiveness of our advertising and marketing
campaigns.
Please be aware that this cookie policy does not govern the use of third-party
websites or services or providers of third-party services.
--------------------------------------------------------------------------------
DO I HAVE TO ACCEPT THEM?
You do not have to accept cookies to use the Securiti Service. If you reject
cookies, certain features or resources of the Securiti websites may not work
properly or at all and you may have a degraded experience.
Although most browsers are initially set to accept cookies, you can change your
browser settings to notify you when you receive a cookie or to reject cookies
generally. To learn more about how to control privacy settings and cookie
management, click the link for your browser below.
* Microsoft Internet Explorer
* Mozilla Firefox
* Google Chrome
* Apple Safari
To learn more about cookies; how to control, disable or delete them, please
visit http://www.aboutcookies.org. Some third party advertising networks, like
Google, allow you to opt out of or customize preferences associated with your
internet browsing. For more information on how Google lets you customize these
preferences, see their documentation.
All cookies, on our website and everywhere else on the web, fall into one of
four categories:
* Strictly Necessary
* Performance
* Functionality
* Targeting/Advertising
--------------------------------------------------------------------------------
LIST OF COOKIES WE USE ON OUR WEBSITE
Scroll left/right to view the table below
cookie Purpose category _gat_gtag_UA_* Google Google Analytics cookies which
provides us with data on unique browser visits to our website Performance _gid
Google Used to distinguish users Performance _ga Google Used to distinguish
users Performance _gat Google Used to throttle request rate Performance
__adroll_fpc AdRoll Used to identify the visitor across visits and devices. This
allows the website to present the visitor with relevant advertisement - The
service is provided by third party advertisement hubs, which facilitate
real-time bidding for advertisers. Advertising __ar_v4 Google Advertisement
conversion rate tracking. Used by DoubleClick advertising service from Google
Advertising _mkto_trk Marketo Used to link visitor behavior to marketing
campaign, to measure campaign effectiveness Performance _fbp Facebook We use
this cookie to deliver a series of advertisement products such as real time
bidding from third party advertisers Advertising
__privaci_cookie_consent_generated Securiti Consent Management Essential
__privaci_cookie_consent_uuid Securiti Consent Management Essential
--------------------------------------------------------------------------------
LOG FILES
We collect non-personal information through our Internet log files, which record
data such as browser types, domain names, and other anonymous statistical data
involving the use of the Securiti services. This information may be used to
analyze trends, to administer the Securiti services, to monitor the use of the
Securiti services, and to gather general demographic information. We may link
this information to personal information for these and other purposes such as
personalizing your experience on the Securiti services and evaluating the
Securiti services in general.
PORTAL REFERRAL ADDENDUM
BACKGROUND
The person or entity (the “Reseller”) accepting this Portal Referral Addendum
(this “Addendum”) has entered into a Reseller Agreement (the “Reseller
Agreement”) with Securiti, Inc. (“Securiti”). Reseller and Securiti now desire
to enter into this Addendum in order to allow Reseller to refer Customers to
Securiti via the Securiti Referral Portal (defined below), on the terms and
conditions set forth in this Addendum.
RESELLER ACCEPTS AND AGREES TO BE BOUND BY THIS ADDENDUM BY ACKNOWLEDGING SUCH
ACCEPTANCE DURING THE REGISTRATION PROCESS. IF THE PERSON ACCEPTING THIS
ADDENDUM IS DOING SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH PERSON
REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS ADDENDUM.
NOW, THEREFORE, in consideration of the mutual representations and agreements
set forth herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Any capitalized terms set forth in this Addendum that are not otherwise
defined herein shall have the meanings attributed to such terms in the
Reseller Agreement.
2. The Reseller Agreement and its terms are hereby incorporated into this
Addendum by reference. Except as expressly amended in this Addendum, the
Reseller Agreement remains in full force and effect, and shall continue in
effect in accordance with its terms.
3. The “Securiti Referral Portal” is an entry point on the Securiti Product
platform that allows new Customers to order the Securiti Product, or
portions or specific offerings thereof. When a prospective Customer is
directed by Reseller to the Securiti Referral Portal either via a link
provided by Securiti to Reseller, or when a prospective Customer enters a
specific code during the ordering process, or follows some other procedure
that identifies Reseller as the referral source for the new Customer, then
Reseller will receive a referral fee (the “Referral Fee”) from Securiti, in
accordance with the Referral Fee terms set forth on Annex A, attached
hereto. Securiti may reject a referred Customer for any reason in its
discretion. Reseller shall not be entitled to receive any Referral Fees or
any other payments under this Addendum other than commissions or payments
earned or accrued prior to termination of this Addendum.
4. Referral Fees are calculated based upon only the subscription fees paid
under an initial order placed by a referred Customer and only for the first
four years of such associated subscription fees. For initial orders that
have subscription terms in excess of one (1) year, Referral Fees are payable
only with respect to the years paid and shall be determined proportionately
to the total subscription fees payable pursuant to the initial order. For
clarity, Reseller shall only receive Referral Fees on a referred Customer’s
orders for the first four years and Referral Fees will accrue and be payable
for, at most, four years from such initial order. The Referral Fees are
calculated based on a percentage of eligible subscription fees received by
Securiti, less discounts and any refunds. Securiti may deduct from Referral
Fee payments the amount of any Referral Fees paid on subscription fees that
were subsequently refunded by Securiti to a Customer. Referral Fees shall
become payable and be paid to Reseller within thirty (30) days of the end of
the calendar quarter in which subscription fees attributed to a referred
Customer are paid to Securiti. For each referred Customer, Referral Fees to
Reseller shall be capped at the amounts listed on Annex A, if applicable,
for the applicable Referral Fee percentage (“Maximum Payment”).
Notwithstanding anything in this Addendum to the contrary, in a case where
more than one reseller claims right to receive Referral Fees for a single
Customer, Securiti, may in its discretion, determine an equitable allocation
of such Referral Fees so that Securiti is not required to pay more than the
amount of a single Referral Fee. Also, if after reasonable diligence,
Securiti is unable to identify a Customer as having been referred by
Reseller to the Securiti Referral Portal, then Securiti will have no
obligation to pay Referral Fees to Reseller for such Customer’s purchases.
5. Securiti may at any time, and without any liability to Reseller, modify or
terminate this Addendum and the referral program, and may change the
Referral Fee amounts, calculations and terms.
6. This Addendum supersedes and replaces for all purposes any other written or
oral agreements between the parties applicable to the subject matter hereof.
--------------------------------------------------------------------------------
ANNEX A
REFERRAL FEES AND TERMS
Partners under the referral model will receive a 30% commission fee based on the
subscription fees actually paid by end-users referred by the partner for the
first year.
Additional Terms and Conditions:
Payment to Reseller under this Addendum may be postponed until the Reseller’s
accrued commissions payable is greater than $200. The transfer will not,
however, be postponed for more than one (1) year.
If either party terminates the Agreement, the Reseller’s account will be paid
within 30 days.
--------------------------------------------------------------------------------
COMMISSION SCHEDULE
Referral Fee Percentage: 30%
Maximum Payment: N/A
TERMS & CONDITIONS
TERMS & CONDITIONS
SECURITI
CUSTOMER AGREEMENT
Effective as of March 15, 2023
THIS CUSTOMER AGREEMENT AND ITS CORRESPONDING ORDER FORM(S) (COLLECTIVELY
REFERRED TO AS THIS “AGREEMENT”) GOVERN CUSTOMER’S USE OF SECURITI, INC.’S
(“SECURITI”) SECURITI PRODUCT (DEFINED BELOW). PLEASE READ THE TERMS AND
CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE SECURITI PRODUCT. BY
EXECUTING AN ORDER FORM FOR THE SECURITI PRODUCT EITHER DIRECTLY OR INDIRECTLY,
OR BY ACCEPTING THIS AGREEMENT BY ANY ONLINE OR DIGITAL PROCESS, CUSTOMER HEREBY
ACCEPTS THE TERMS AND CONDITIONS SET OUT BELOW. THE INDIVIDUAL ACCEPTING THIS
AGREEMENT HEREBY REPRESENTS THAT SUCH INDIVIDUAL IS AN AUTHORIZED REPRESENTATIVE
OF THE CUSTOMER LISTED ON AN ORDER FORM AND IS AUTHORIZED TO OBLIGATE SUCH
CUSTOMER TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT, AND SUCH INDIVIDUAL
ACKNOWLEDGES THAT SECURITI RELIES ON SUCH REPRESENTATION IN ENTERING INTO THIS
AGREEMENT. SECURITI MAY MODIFY THIS AGREEMENT FROM TIME TO TIME, AND CHANGES TO
THIS AGREEMENT WILL BE POSTED ON THE SECURITI WEBSITE AND REVISIONS WILL BE
INDICATED BY VERSION DATE. CUSTOMER AGREES TO BE BOUND TO ANY CHANGES TO THIS
AGREEMENT WHEN CUSTOMER USES THE SECURITI PRODUCT AFTER ANY SUCH MODIFICATION
BECOMES EFFECTIVE. MODIFICATIONS TO THIS AGREEMENT WILL BECOME EFFECTIVE UPON
THE RENEWAL OF AN ORDER FORM. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE
THIS AGREEMENT IS ACCEPTED BY CUSTOMER.
THESE TERMS ARE ONLY AVAILABLE FOR ONLINE PURCHASES OF THE SECURITI AGREEMENT
AND MAY NOT BE USED OR REFERRED TO FOR PURCHASES OF THE SECURITI PRODUCT THROUGH
ANY OTHER CHANNEL.
--------------------------------------------------------------------------------
BACKGROUND
Securiti is the developer of Data Privacy, Security, Governance and Compliance
solutions across hybrid and multi cloud environments.
--------------------------------------------------------------------------------
1. DEFINITIONS
The following terms, when used in this Agreement will have the following
meanings:
“Affiliates” means an entity that directly or indirectly Controls, is Controlled
by, or is under common Control with another entity, so long as such Control
exists. For the purposes of this definition, “Control” means beneficial
ownership of 50% or more of the voting power or equity in an entity.
“Authorized Users” means the employees, contractors and service providers of
Customer or its Affiliates who are authorized to access and use the Securiti
Product on behalf of Customer and its Affiliates.
“CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code,
1798.100 - 1798.198, as amended.
“Confidential Information” means any information or data disclosed by either
party that is marked or otherwise designated as confidential or proprietary or
that should otherwise be reasonably understood to be confidential in light of
the nature of the information and the circumstances surrounding disclosure.
However, “Confidential Information” will not include any information which (a)
is in the public domain through no fault of receiving party; (b) was properly
known to receiving party, without restriction, prior to disclosure by the
disclosing party; (c) was properly disclosed to receiving party, without
restriction, by another person with the legal authority to do so; or (d) is
independently developed by the receiving party without use of or reference to
the disclosing party’s Confidential Information. Customer Data and any data or
information that identifies Customer’s business or business practices (e.g.,
number of Customer Data records, number of consumer requests or responses
processed) is the Confidential Information of Customer. The Securiti Product is
the Confidential Information of Securiti.
“Customer Data” means Personal Information, as defined in the CCPA or Personal
Data, as defined in the GDPR or the UK GDPR that is uploaded by, or on behalf
of, Customer to the Securiti Product (excluding the components downloaded to
Customer's environment).
“Documentation” means the printed and digital instructions, on-line help files,
technical documentation and user manuals made available by Securiti for the
Securiti Product.
“Order Form” means an order form, quote or other similar document that sets
forth the specific Securiti Product and pricing therefor, and that references
this Agreement and is mutually executed by the parties.
“Professional Services” means any implementation, training, configuration,
consulting, data migration, conversion, integration setup, or other services
provided by Securiti to Customer, as set forth in an Order Form.
“Securiti Product” means the web-based application, as well as certain
downloadable components that must deployed within Customer’s environment, made
available to Customer by Securiti via a subscription. Securiti will host and
operate such web-based application on computer servers accessible by Customer
over the Internet. “Securiti Product” excludes any Customer Data contained or
processed therein.
--------------------------------------------------------------------------------
2. SECURITI PRODUCT
2.1 PROVISION OF SECURITI PRODUCT.
Subject to the terms and conditions of this Agreement and the Service Level
Agreement (SLA) attached in Exhibit A, Securiti will make certain functions of
the Securiti Product available to Customer pursuant to this Agreement and the
applicable Order Form, and hereby grants Customer a non-exclusive right to
access and use the Securiti Product for its privacy compliance purposes.
Customer may extend the rights granted herein to its Affiliates, provided that
it will ensure their compliance with this Agreement and be responsible for their
acts and omissions hereunder, in each case as if they were Customer hereunder.
Customer hereby grants to Securiti a royalty-free, worldwide, non-exclusive,
fully paid-up license to use the Customer Data (as defined below) in order to
perform and provide the Securiti Product and Professional Services for the
benefit of Customer or for the purpose of enhancing product or services in
accordance with the terms of this Agreement.
2.2 DATA SECURITY.
Securiti will maintain a security program materially in accordance with industry
standards that is designed to reasonably (i) ensure the security and integrity
of Customer Data uploaded by, or on behalf of, Customer to the Securiti Product
; (ii) protect against threats or hazards to the security or integrity of
Customer Data; and (iii) prevent unauthorized access to Customer Data.
Securiti’s security safeguards include measures for preventing access, use,
modification or disclosure of Customer Data by Securiti personnel except (a) to
provide the Securiti Product and prevent or address service or technical
problems, (b) as required by applicable law, or (c) as Customer expressly
permits in writing or under this Agreement. Securiti will comply with the
Security Exhibit attached hereto as Exhibit B, and will provide to Customer,
upon request, Securiti’s most recently completed Service Organization Control 2
(SOC2) audit reports or industry-standard successor report ("Controls Reports").
Securiti will not materially diminish the protections provided in this Section
during the term of this Agreement.
2.3 CUSTOMER LIMITATIONS.
The rights granted herein are subject to the following restrictions. Customer
will not directly or indirectly:
a. reverse engineer, decompile, disassemble, modify, create derivative works of
or otherwise create, attempt to create or derive, or permit or assist any
third party to create or derive, the source code underlying the Securiti
Product;
b. attempt to probe, scan or test the vulnerability of the Securiti Product,
breach the security or authentication measures of the Securiti Product
without proper authorization or wilfully render any part of the Securiti
Product unusable;
c. use or access the Securiti Product to develop a product or service that is
competitive with Securiti’s products or engage in competitive analysis or
benchmarking;
d. transfer, distribute, resell, lease, license, or assign the Securiti Product
or otherwise offer the Securiti Product on a standalone basis; or
e. otherwise use the Securiti Product outside the scope expressly permitted
hereunder and in the applicable Order Form.
2.4 AUTHORIZED USERS.
Customer may permit its Authorized Users to use the Securiti Product and such
access rights shall not be shared with any third parties other than Authorized
Users. The number of Authorized Users accessing the Securiti Product shall not
exceed the maximum number of Authorized Users specified in the Order Form.
2.5 CUSTOMER RESPONSIBILITIES.
a. Customer acknowledges that Securiti’s provision of the Securiti Product is
dependent on Customer providing all reasonably required cooperation, and
Customer will provide all such cooperation in a diligent and timely manner.
b. Customer will (i) be responsible for all use of the Securiti Product under
its account by parties other than Securiti and its Affiliates (whether or
not authorized), (ii) use commercially reasonable efforts to prevent
unauthorized access to or use of the Securiti Product and notify Securiti
promptly of any such unauthorized access or use and (iii) be responsible for
obtaining and maintaining any equipment, software and ancillary services
needed to connect to, access or otherwise use the Securiti Product, in each
case as set forth in the Documentation. Customer will be solely responsible
for its failure to maintain such equipment, software and services, and
Securiti will have no liability for such failure (including under any
service level agreement, if applicable).
c. Customer understands that the Securiti Product provides a platform whereby
Customer is able to manage personal data and/or personal information,
including, without limitation, the Customer Data, that may be governed by
U.S., federal or state, law, including without limitation, the CCPA, as well
as General Data Protection Regulation ("as implemented in the EU and in the
UK ("GDPR" and "UK GDPR"), and foreign data protection and privacy laws
(together, the “Applicable Laws”). The Applicable Laws regulate personal
data in terms of collection, retention and transfer of such information.
Customer acknowledges that under Applicable Laws, Customer assumes full
responsibility as the controller (or equivalent term) of Customer Data. The
Securiti Product contains tools and functions that allow the Securiti
Product to be configured by Customer as necessary for its compliance with
Applicable Laws. Customer assumes the responsibility as the controller (or
equivalent term) of Customer Data that may be collected and reside in the
Securiti Product and Customer hereby warrants, represents and, to the extent
relevant, covenants, that it has or will (i) complied with all applicable
transparency-related obligations under Applicable Laws (including, without
limitation, displaying any and all relevant and required privacy notices or
policies); (ii) obtained any and all required informed consents and/or
(will) have any and all legal bases; and (iii) complied/comply at all times
with any and all Applicable Laws, in order to collect, process and transfer
to Securiti the Customer Data (including, without limitation, personal
data), to authorize the processing by Securiti of the Customer Data and any
other applicable requirements and to ensure that the Securiti Product is
configured by Customer to comply with any and all Applicable Laws. For
avoidance of doubt, it is Customer’s responsibility to confer as needed with
legal counsel to confirm and maintain compliance by Customer with Applicable
Laws.
d. To the extent Customer needs Securiti to execute a Data Processing Agreement
(“DPA”) subject to the GDPR or the UK GDPR, Customer shall download and
execute Securiti’s DPA from Securiti’s website, which shall be deemed
attached to and a part of this Agreement. To the extent Customer needs
Securiti to execute a service provider addendum subject to the CCPA
(“Service Provider Addendum”), Customer shall be responsible for providing
such Service Provider Addendum to Securiti, which shall be negotiated in
good faith by the parties.
e. In the event Customer fails to comply with any Applicable Law and/or any
provision of the DPA and/or Service Provider Addendum (to the extent
applicable), and/or fails to return an executed version of the DPA to
Securiti or provide a Service Provider Addendum to Securiti where required,
then: (a) to the maximum extent permitted by law, Customer shall be solely
and fully responsible and liable for and shall indemnify, defend and hold
harmless Securiti and its Affiliates from, any resulting liability; and (b)
the limitation of Customer’s liability under Section 7 below shall not apply
in connection with Section 2.5(d) above.
2.6 CHANGES.
Securiti may, from time to time, implement enhancements, upgrades, updates,
improvements, modifications, extensions and other changes to the Securiti
Product. Securiti shall provide Customer with access to all such changes to the
specific Securiti Product subscribed to by Customer in an existing Order Form
without separate charge.
2.7 SERVICE LEVEL AGREEMENT.
Securiti agrees to comply with the Service Level Agreement attached hereto as
Exhibit A.
--------------------------------------------------------------------------------
3. FEES
3.1 FEES.
Customer will pay Securiti the fees set forth in an Order Form. Except as
otherwise specified herein or in any applicable Order Form, (a) fees are quoted
and payable in United States dollars and (b) payment obligations are
non-cancelable and non-pro-ratable for partial months, and fees paid are
non-refundable, except as otherwise expressly provided herein. Customer is not
liable for any expenses incurred by Securiti (including travel, meals and
hotels) except as otherwise pre-approved in writing by Customer.
3.2 LATE PAYMENT.
Securiti may suspend access to the Securiti Product immediately upon notice to
Customer if Customer fails to pay any non-disputed amounts hereunder at least
thirty (30) days past the applicable due date.
3.3 TAXES.
All amounts payable hereunder are exclusive of any sales, use and other taxes or
duties, however designated (collectively “Taxes”). Customer will be solely
responsible for payment of all Taxes, except for those taxes based on the income
of Securiti. Customer will not withhold any taxes from any amounts due to
Securiti, provided that if Customer is required by law to withhold any taxes
then the invoiced amount shall be deemed increased so that the amount payable by
Customer after such withholding equals the invoiced amount.
--------------------------------------------------------------------------------
4. PROPRIETARY RIGHTS AND CONFIDENTIALITY
4.1 PROPRIETARY RIGHTS.
As between the parties, Securiti exclusively owns all right, title and interest
in and to the Securiti Product (including any Securiti Product trademarks), and
Securiti’s Confidential Information, including all System Data. “System Data”
means anonymized user and other data collected by Securiti regarding the
Securiti Product that may be used to generate logs, statistics and reports
regarding performance, availability, integrity and security of the Securiti
Product. Customer exclusively owns all right, title and interest in and to the
Customer Data and Customer’s Confidential Information.
4.2 FEEDBACK.
Customer may from time to time provide Securiti suggestions or comments for
enhancements or improvements, new features or functionality or other feedback
with respect to the Securiti Product. Securiti will have full discretion to
determine whether or not to proceed with the development of any requested
enhancements, new features or functionality. Securiti will have the full,
unencumbered right, without any obligation to compensate or reimburse Customer,
to use, incorporate and otherwise fully exercise and exploit any such feedback
in connection with its products and services.
4.3 CONFIDENTIALITY.
Each party agrees that it will use the Confidential Information of the other
party solely in accordance with the provisions of this Agreement and it will not
disclose, or permit to be disclosed, the same directly or indirectly, to any
third party without the other party’s prior written consent, except as otherwise
expressly permitted hereunder. However, either party may disclose Confidential
Information (a) to its employees, officers, directors, attorneys, auditors,
financial advisors and other representatives who have a need to know and are
legally bound to keep such information confidential by confidentiality
obligations consistent with those of this Agreement; and (b) as required by law
(in which case the receiving party will provide the disclosing party with prior
written notification thereof, will provide the disclosing party with the
opportunity to contest such disclosure, and will use its reasonable efforts to
minimize such disclosure to the extent permitted by applicable law). Neither
party will disclose the terms of this Agreement to any third party, except that
either party may confidentially disclose such terms to actual or potential
lenders, investors or acquirers. Each party agrees to exercise due care in
protecting the Confidential Information from unauthorized use and disclosure. In
the event of actual or threatened breach of the provisions of this Section or
the restrictions in Section 2.3 hereof, the non-breaching party will be entitled
to seek immediate injunctive and other equitable relief, without waiving any
other rights or remedies available to it. Each party will promptly notify the
other in writing if it becomes aware of any violations of the confidentiality
obligations set forth in this Agreement. The non-use, non-disclosure and other
restrictions in this Section protecting Confidential Information shall be the
sole terms that govern the protection of Confidential Information disclosed
between the parties during the performance of this Agreement and any prior
agreement executed between the parties addressing the protection of confidential
information is superseded and replaced by this provision for all purposes.
--------------------------------------------------------------------------------
5. WARRANTIES AND DISCLAIMERS
5.1 MUTUAL.
Both parties. Each party warrants that it has the authority to enter into this
Agreement and, in connection with its performance of this Agreement, shall
comply with all laws and regulations applicable to such party.
5.2 SECURITI.
Securiti warrants that the Securiti Products will (i) substantially meet the
requirements described in the relevant Order Form during the term of the Order
Form consistent with prevailing industry standards, (ii) will substantially
conform with the Documentation, and (iii) be free of viruses, malware, malicious
code, time bombs, Trojan horses, back doors, drop dead devices, worms,
self-replicating or other code of any kind that when used in Customer’s network
environment, may alter, destroy, inhibit, disable, or disable or discontinue
effective use of the Customer’s systems. The functionality of the Securiti
Products ordered will not be materially decreased during the term of this
Agreement without Securiti providing a reasonable workaround for such
functionality. Securiti will perform any Professional Services in a professional
and workmanlike manner. For a material breach of the foregoing express
warranties contained this Section 5.2, Customer’s exclusive remedy shall be the
re-performance of the deficient Securiti Product or Professional Services or, if
Securiti cannot re-perform such deficient Securiti Product or Professional
Services as warranted, Customer shall be entitled to terminate this Agreement
for breach, any Order Form or applicable portion of the Order Form covering such
Securiti Product or Professional Services in accordance with Section 8.2 and
recover a pro-rata portion of the fees paid to Securiti for such deficient
Securiti Product or Professional Services.
5.3 CUSTOMER.
Customer warrants that it has all rights necessary to provide any information,
data or other materials that it provides hereunder, and to permit Securiti to
use the same as contemplated hereunder.
5.4 DISCLAIMERS.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, SECURITI DISCLAIMS ANY AND ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE,
NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES
THAT THE SECURITI PRODUCT IS INTENDED ONLY TO AUGMENT CUSTOMER’S PRIVACY
PRACTICES, BUT NOT REPLACE, LEGAL AND OTHER PROFESSIONAL ADVISORS. CUSTOMER IS A
DATA CONTROLLER, RESPONSIBLE FOR WHICH DATA IT COLLECTS, AND IS RESPONSIBLE FOR
ITS OWN PRIVACY POLICIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SECURITI DOES
NOT WARRANT THAT ACCESS TO THE SECURITI PRODUCTS WILL BE UNINTERRUPTED OR
ERROR-FREE, THAT ALL DEFECTS AND ERRORS IN THE SECURITI PRODUCTS WILL BE
CORRECTED, OR THAT THE SECURITI PRODUCTS AND SERVICES WILL MEET CUSTOMER’S
PARTICULAR REQUIREMENTS OR EXPECTATIONS. SECURITI SHALL NOT BE LIABLE OR
RESPONSIBLE FOR ANY DELAYS, INTERRUPTIONS, SERVICE FAILURES, AND ANY OTHER
PROBLEMS ARISING FROM CUSTOMER’S USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS
OR ANY OTHER SYSTEMS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER
THIS AGREEMENT BETWEEN SECURITI AND CUSTOMER. SECURITI’S PRICING REFLECTS THIS
ALLOCATION OF RISK AND THE LIMITED WARRANTIES SPECIFIED HEREIN.
--------------------------------------------------------------------------------
6. INDEMNIFICATION
6.1 INDEMNITY BY SECURITI.
Securiti will defend Customer against any claim, demand, suit, or proceeding
made or brought against Customer by a third party (“Claim”) (i) alleging that
the use of the Securiti Product as permitted hereunder infringes or
misappropriates a United States patent, copyright or trade secret or trademark
of any third party, or (ii) arising out of any use or disclosure of Customer
Data by Securiti in breach of this Agreement and in respect of each Claim
described in (i) and (ii) above, Securiti will indemnify Customer for any
liabilities, awards, penalties or costs (including reasonable attorneys' fees)
in connection with any such Claim (“Costs”); provided that (a) Customer will
promptly notify Securiti of such Claim (provided that the failure to provide
such notice shall not relieve Securiti of its indemnification obligations except
to the extent of any material prejudice directly resulting from such failure),
(b) Securiti will have the sole and exclusive authority to defend and/or settle
any such Claim (provided that Securiti may not settle any Claim without
Customer’s prior written consent, which will not be unreasonably withheld,
unless it unconditionally releases Customer of all related liability) and (c)
Customer reasonably cooperates with Securiti in connection therewith. If the use
of the Securiti Product by Customer has become, or in Securiti’s opinion is
likely to become, the subject of any claim of infringement, Securiti may at its
option and expense (i) procure for Customer the right to continue using and
receiving the Securiti Product as set forth hereunder; (ii) replace or modify
the Securiti Product to make it non-infringing (with comparable functionality);
or (iii) if the options in clauses (i) or (ii) are determined by Securiti to not
be reasonably practicable, terminate this Agreement and provide refund of any
prepaid unused fees corresponding to the terminated portion of the applicable
subscription term. Securiti will have no liability or obligation with respect to
any Claim to the extent such Claim results from (A) compliance with designs,
guidelines, plans or specifications provided by Customer, or the use or
inclusion of Customer Data; (B) use of the Securiti Product by Customer not in
accordance with this Agreement or in violation of any applicable law; (C)
modification of the Securiti Product by any party other than Securiti without
Securiti’s express consent; (D) Customer Confidential Information or (E) the
combination, operation or use of the Securiti Product with other applications,
portions of applications, product(s) or services in a manner not reasonably
required where the Securiti Product would not by itself be infringing (clauses
(A) through (E), “Excluded Claims”). This Section states Securiti’s sole and
exclusive liability and obligation, and Customer’s exclusive remedy, for any
claim of any nature related to infringement or misappropriation of intellectual
property.
6.2 INDEMNIFICATION BY CUSTOMER.
Customer will defend Securiti against any Claim made or brought against Securiti
by a third party arising out of the Excluded Claims, and Customer will indemnify
Securiti for any Costs in connection with any such Claim; provided that (a)
Securiti will promptly notify Customer of such Claim (provided that the failure
to provide such notice shall not relieve Customer of its indemnification
obligations except to the extent of any material prejudice directly resulting
from such failure), (b) Customer will have the sole and exclusive authority to
defend and/or settle any such Claim (provided that Customer may not settle any
Claim without Securiti’s prior written consent, which will not be unreasonably
withheld, unless it unconditionally releases Securiti of all liability) and (c)
Securiti reasonably cooperates with Customer in connection therewith.
--------------------------------------------------------------------------------
7. LIMITATION OF LIABILITY
UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER
PARTY OR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS OR CONTRACTORS, BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY
CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR
BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA,
EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE
KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER’S PAYMENT
OBLIGATIONS, ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS
PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE THIRTY SIX (36)
MONTHS PRECEDING THE INCIDENT OR CLAIM.
--------------------------------------------------------------------------------
8. TERMINATION
8.1 TERM.
The term of this Agreement will commence on the Effective Date and continue
until terminated as set forth below. The initial term of each Order Form will
begin on the Order Form effective date of such Order Form and will continue for
the subscription term set forth therein. Except as set forth in such Order Form,
the term of such Order Form will automatically renew for successive renewal
terms equal to the length of the initial term of such Order Form, unless either
party provides the other party with written notice of non-renewal at least
thirty (30) days prior to the end of the then-current term.
8.2 TERMINATION.
Each party may terminate this Agreement upon written notice to the other party
if there are no Order Forms then in effect. Each party may also terminate this
Agreement or the applicable Order Form upon written notice in the event (a) the
other party commits any material breach of this Agreement or the applicable
Order Form and fails to remedy such breach within thirty (30) days after written
notice of such breach or (b) subject to applicable law, upon the other party’s
liquidation, commencement of dissolution proceedings or assignment of
substantially all its assets for the benefit of creditors, or if the other party
become the subject of bankruptcy or similar proceeding that is not dismissed
within sixty (60) days.
8.3 EFFECT OF TERMINATION.
Upon any termination or expiration of this Agreement: (i) Securiti will
terminate Customer’s access to the Securiti Product and will cease providing
such services; (ii) Customer shall immediately cease any and all use of and
access to any Securiti Products; and (iii) each party hereunder shall return to
the other party any and all Confidential Information of the other party in its
possession. Termination shall not relieve Customer of the obligation to pay
Securiti the fees agreed in an Order Form.
8.4 SURVIVAL.
Upon termination of this Agreement all rights and obligations will immediately
terminate except that any terms or conditions that by their nature should
survive such termination will survive, including the restrictions in Section 2.3
hereof, and terms and conditions relating to proprietary rights and
confidentiality, payment, disclaimers, indemnification, limitations of liability
and termination and the general provisions below.
--------------------------------------------------------------------------------
9. GENERAL
9.1 EXPORT COMPLIANCE.
Each party will comply with the export laws and regulations of the United
States, European Union and other applicable jurisdictions in providing and using
the Securiti Product.
9.2 PUBLICITY.
Customer agrees that Securiti may refer to Customer’s name and trademarks in
Securiti’s marketing materials and website and case studies, provided Customer
is allowed to review such use prior to publication. Securiti will not refer to
Customer or its business in a press release without Customer’s prior written
consent. In addition, Customer agrees to become part of Securiti’s reference
program by working with a representative from Securiti’s marketing team to
develop a customer profile for use on Securiti’s website. The profile will
include a quote from an executive of Customer and Customer’s logo.
9.3 ASSIGNMENT; DELEGATION.
Neither party hereto may assign or otherwise transfer this Agreement, in whole
or in part, without the other party’s prior written consent, except that either
party may assign this Agreement without consent to a successor to all or
substantially all of its assets or business related to this Agreement. Any
attempted assignment, delegation, or transfer by either party in violation
hereof will be null and void. Subject to the foregoing, this Agreement will be
binding on the parties and their successors and assigns.
9.4 AMENDMENT; WAIVER.
No amendment or modification to this Agreement, nor any waiver of any rights
hereunder, will be effective unless assented to in writing by both parties. Any
such waiver will be only to the specific provision and under the specific
circumstances for which it was given, and will not apply with respect to any
repeated or continued violation of the same provision or any other provision.
Failure or delay by either party to enforce any provision of this Agreement will
not be deemed a waiver of future enforcement of that or any other provision.
9.5 RELATIONSHIP.
Nothing contained herein will in any way constitute any association,
partnership, agency, employment or joint venture between the parties hereto, or
be construed to evidence the intention of the parties to establish any such
relationship. Neither party will have the authority to obligate or bind the
other in any manner, and nothing herein contained will give rise or is intended
to give rise to any rights of any kind to any third parties.
9.6 UNENFORCEABILITY.
If a court of competent jurisdiction determines that any provision of this
Agreement is invalid, illegal, or otherwise unenforceable, such provision will
be enforced as nearly as possible in accordance with the stated intention of the
parties, while the remainder of this Agreement will remain in full force and
effect and bind the parties according to its terms.
9.7 GOVERNING LAW; VENUE.
This Agreement will be governed by the laws of the State of California,
exclusive of its rules governing choice of law and conflict of laws. The parties
agree to submit to the exclusive jurisdiction of (i) the state courts located in
Santa Clara County in the State of California and (ii) the federal courts
located in the Northern District of California, with respect to disputes
hereunder. This Agreement will not be governed by the United Nations Convention
on Contracts for the International Sale of Goods or by Uniform Computer
Information Transactions Act (UCITA).
9.8 NOTICES.
Any notice required or permitted to be given hereunder will be given in writing
by personal delivery, certified mail, return receipt requested, by overnight
delivery, or by email or fax. Notices will be deemed given upon verifiable
receipt
9.9 ENTIRE AGREEMENT.
This Agreement comprises the entire agreement between Customer and Securiti with
respect to its subject matter, and supersedes all prior and contemporaneous
proposals, statements, sales materials or presentations and agreements (oral and
written). No oral or written information or advice given by Securiti, its agents
or employees will create a warranty or in any way increase the scope of the
warranties in this Agreement.
9.10 FORCE MAJEURE.
Neither Party will be deemed in breach hereunder for any cessation, interruption
or delay in the performance of its obligations due to causes beyond its
reasonable control (“Force Majeure Event”), including earthquake, flood, or
other natural disaster, act of god, labor controversy, civil disturbance,
terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial
of service attacks), or the inability to obtain sufficient supplies,
transportation, or other essential commodity or service required in the conduct
of its business, or any change in or the adoption of any law, regulation,
judgment or decree.
--------------------------------------------------------------------------------
EXHIBIT A
SUPPORT SERVICES AND AVAILABILITY SLA
CUSTOMER SUPPORT.
Securiti provides the following support services:
* Support Services:
* For Critical issues, Securiti support team provides support 24 hours a day,
7 days a week, 52 weeks a year.
* For priorities High, Medium, and Low, Securiti support team delivers
technical support on a 24x5 follow-the-sun model. Limited technical support
during weekends and US national holidays.
* Customers can reach Securiti Support Services in the following ways:
* By email at: support@securiti.ai
* Via the Securiti Portal at https://app.securiti.ai/#/customer-support
(https://app.eu.securiti.ai in case of the EU Production Cloud)
* Securiti provides the following response times for service issues:
Issue Severity Initial Contact Status Update Critical- Priority 1 (P1)
Service is down. No workaround available. 2 hours 4 hours High – Priority 2
(P2)
The Customer can access the Securiti service, however one or more
significant features are unavailable. 4 hours 12 hours Medium – Priority 3
(P3)
General support questions or other issues that prevent the Customer from
using a feature of the Securiti service 8 hours 2 business days Low –
Priority 4 (P4)
Product function is not impaired and has no impact on Customer business. 24
hours 4 business days
Communication Channels:
EMAIL COMMUNICATION TOOL support@securiti.ai Open a support ticket
athttps://app.securiti.ai/#/customer-support or
https://app.eu.securiti.ai/#/customer-support
Customer Technical Contact(s):
NAME(S) EMAIL(S)
Live technical support will not be available on Christmas Day (December 25) and
New Year’s Day (January 1). Limited technical support will be available during
the hours listed above during Securiti holidays. The current Securiti holidays
are set forth below:
* Presidents Day (third Monday of February)
* Memorial Day (last Monday of May)
* Independence Day (July 4)
* Labor Day (first Monday of September)
* Thanksgiving Day (fourth Thursday in November)
* Christmas Eve (December 24)
* New Year’s Eve (December 31)
Initial privileged customer support accounts will be created for the customer
contacts listed above. Additional privileged customer support accounts may be
created based on a documented authorization request from a designated customer
contact above or by Customer directly.
AVAILABILITY COMMITMENT.
To the extent hosted and operated by or on behalf of Securiti, the Securiti
Product will be Available for the percentage of the time listed below, measured
on a calendar monthly basis (the “Availability Commitment”). “Availability”
means that the Securiti Product is available for use by the Customer.
Availability measures will not include downtime resulting from:
* Software Upgrades: Customer will receive prior notice by email of Securiti’s
upgrade windows, which will be scheduled between 2pm and midnight Pacific
Time to the extent feasible. Downtime due to upgrades will not exceed 2 hours
per month. All upgrades will be in-service software upgrades. List of
upcoming upgrades can be found on the status.securiti.ai site.
* Pre-scheduled maintenance periods: Customer will receive at least 24 hours
prior notification by email of pre-scheduled maintenance periods. Maintenance
shall be scheduled between 2pm and midnight Pacific Time. Downtime due to
pre-scheduled maintenance will not exceed 2 hours per month. List of
pre-scheduled maintenance can be found on the status.securiti.ai site.
Securiti will strive to perform the needed maintenance without impacting any
functionality.
* Emergency maintenance periods: Customer will receive prior notification by
email on a commercially reasonable efforts basis. These maintenance periods
will involve applying critical security patches and other emergency repairs
to the Securiti infrastructure.
In order to receive the above notification emails, customer should subscribe to
notifications on https://status.securiti.ai (or https://status.eu.securiti.ai
for our EU Production cloud). Notifications will also be delivered via the
portal 60 minutes prior to an upgrade or scheduled maintenance.
The Availability Commitment does not apply to any downtime of the Securiti
Product that results from:
* Account suspension or termination due to Customer’s breach of the Agreement;
* Disengagement of functionality of the Securiti Product due to Customer’s
request;
* Force Majeure Events; or
* Customer’s or its service provider’s equipment, software or other technology.
Securiti will provide Customer with reports on Availability upon request.
CREDIT.
If Securiti fails to achieve an Availability Commitment of 99.5% for the
Securiti Product, Customer may claim a credit as provided below.
PERCENTAGE AVAILABILITY PER MONTH CREDIT 99.5-100.0 0% 97.0-99.49 4% 94.0-96.99
6% 92.0-93.99 10%
Notwithstanding the above, if Securiti fails to achieve an Availability
Commitment of 99.95% for the following five (5) Securiti Products, Customer may
claim a credit as provided below: (1) Website Scanning and Consent, (2)
Universal Consent Management, (3) Workflow Automation, (4) DSR Portal and
Workbench ,and (5) Privacy Notice Management:
PERCENTAGE AVAILABILITY PER MONTH CREDIT 99.95-100.0 0% 97.0-99.94 4% 94.0-96.99
6% 92.0-93.99 10%
Customer will not be entitled to a credit if it is in breach of its Agreement
with Securiti, including payment obligations. To receive a credit, a Customer
must file a claim for such credit within fifteen (15) days following the end of
the month in which the Availability Commitment was not met by contacting
Securiti at support@securiti.ai (or by opening a customer support ticket at
https://app.securiti.ai/#/customer-support or
https://app.eu.securiti.ai/#/customer-support in case of our EU Production
cloud) with a complete description of the downtime, how Customer was adversely
affected, and for how long.
The credit remedy set forth in this Service Level Agreement is Customer’s sole
and exclusive remedy for the unavailability of the Securiti Product; provided
that Customer shall have the right to terminate this Agreement if Securiti fails
to achieve an Availability Commitment of 92% or better in three consecutive
months; provided further that notwithstanding anything to the contrary in the
Agreement, Customer shall have no payment obligations for services to be
performed following such termination.
If Customer has purchased the Securiti Product through a third party, then any
credit shall be calculated based upon fees received by Securiti from the third
party that are associated with Customer’s purchase of the Securiti Product.
--------------------------------------------------------------------------------
EXHIBIT B
SECURITY EXHIBIT
Securiti maintains a comprehensive, written information security program that
contains administrative, technical, and physical safeguards that are appropriate
to (a) the size, scope and type of Securiti’s business; (b) the type of
information that Securiti will store; and (c) the need for security and
confidentiality of such information.
Securiti’s security program includes:
1. SECURITY AWARENESS AND TRAINING.
A mandatory security awareness and training program for all members of
Securiti’s workforce (including management), which includes:
* Training on how to implement and comply with its Information Security
Program; and
* Promoting a culture of security awareness through periodic communications
from senior management with employees.
2. ACCESS CONTROLS.
Policies, procedures, and logical controls:
* To limit access to its information systems and the facility or facilities in
which they are housed to properly authorized persons;
* To prevent those workforce members and others who should not have access from
obtaining access; and
* To remove access in a timely basis in the event of a change in job
responsibilities or job status.
3. PHYSICAL AND ENVIRONMENTAL SECURITY.
Controls that provide reasonable assurance that access to physical servers at
the production data center, if applicable, is limited to properly authorized
individuals and that environmental controls are established to detect, prevent
and control destruction due to environmental extremes. These controls are
implemented by Amazon Web Services (AWS) and they are listed here:
https://aws.amazon.com/compliance/data-center/controls/. Specific to Securiti:
* Logging and monitoring of unauthorized access attempts to the data center by
the data center security personnel;
* Camera surveillance systems at critical internal and external entry points to
the data center, with retention of data per legal or compliance requirements;
* Systems that monitor and control the air temperature and humidity at
appropriate levels for the computing equipment; and
* Redundant power supply modules and backup generators that provide backup
power in the event of an electrical failure, 24 hours a day.
4. SECURITY INCIDENT PROCEDURES.
A security incident response plan that includes procedures to be followed in the
event of any Security Breach. Such procedures include:
* Roles and responsibilities: formation of an internal incident response team
with a response leader;
* Investigation: assessing the risk the incident poses and determining who may
be affected;
* Communication: internal reporting as well as a notification process in the
event of unauthorized disclosure of Customer Data;
* Recordkeeping: keeping a record of what was done and by whom to help in later
analysis and possible legal action; and
* Audit: conducting and documenting root cause analysis and remediation plan.
5. CONTINGENCY PLANNING.
Policies and procedures for responding to an emergency or other occurrence (for
example, fire, vandalism, system failure, pandemic flu, and natural disaster)
that could damage Customer Data or production systems that contain Customer
Data. Such procedures include:
* Data Backups: A policy for performing periodic backups of production data
sources, as applicable, according to a defined schedule;
* Disaster Recovery: A formal disaster recovery plan for the production data
center, including:
* Requirements for the disaster plan to be tested on a regular basis, currently
twice a year; and
* A documented executive summary of the Disaster Recovery testing, at least
annually, which is available upon request to customers.
* Business Continuity Plan: A formal process to address the framework by which
an unplanned event might be managed in order to minimize the loss of vital
resources.
6. AUDIT CONTROLS.
Hardware, software, and/or procedural mechanisms that record and examine
activity in information systems that contain or use electronic information.
7. DATA INTEGRITY.
Policies and procedures to ensure the confidentiality, integrity, and
availability of Customer Data and protect it from disclosure, improper
alteration, or destruction.
8. STORAGE AND TRANSMISSION SECURITY.
Security measures to guard against unauthorized access to Customer Data that is
being transmitted over a public electronic communications network or stored
electronically. Such measures include requiring encryption of any Customer Data
stored on desktops, laptops or other removable storage devices.
9. SECURE DISPOSAL.
Policies and procedures regarding the secure disposal of tangible property
containing Customer Data, taking into account available technology so that
Customer Data cannot be practicably read or reconstructed.
10. ASSIGNED SECURITY RESPONSIBILITY.
Assigning responsibility for the development, implementation, and maintenance of
Securiti’s security program, including:
* Designating a security official with overall responsibility;
* Defining security roles and responsibilities for individuals with security
responsibilities; and
* Designating a Security Council consisting of cross-functional management
representatives to meet on a regular basis.
11. TESTING.
Regularly testing the key controls, systems and procedures of its information
security program to validate that they are properly implemented and effective in
addressing the threats and risks identified. Where applicable, such testing
includes:
* Internal risk assessments;
* Service Organization Control 2 (SOC2) audit reports (or industry-standard
successor reports).
12. MONITORING.
Network and systems monitoring, including error logs on servers, disks and
security events for any potential problems. Such monitoring includes:
* Reviewing changes affecting systems handling authentication, authorization,
and auditing;
* Reviewing privileged access to Securiti production systems; and
* Engaging third parties to perform network vulnerability assessments and
penetration testing on a regular basis.
13. CHANGE AND CONFIGURATION MANAGEMENT.
Maintaining policies and procedures for managing changes Securiti makes to
production systems, applications, and databases. Such policies and procedures
include:
* process for documenting, testing and approving the patching and maintenance
of the Securiti Product;
* A security patching process that requires patching systems in a timely manner
based on a risk analysis; and
* A process for Securiti to utilize a third party to conduct application level
security assessments. These assessments generally include testing, where
applicable, for:
* * Cross-site request forgery
* Services scanning
* Improper input handling (e.g. cross-site scripting, SQL injection, XML
injection, cross-site flashing)
* XML and SOAP attacks
* Weak session management
* Data validation flaws and data model constraint inconsistencies
* Insufficient authentication
* Insufficient authorization
14. PROGRAM ADJUSTMENTS.
Monitoring, evaluating, and adjusting, as appropriate, the security program in
light of:
* Any relevant changes in technology and any internal or external threats to
Securiti or the Customer Data;
* Security and data privacy regulations applicable to Securiti; and
* Securiti’s own changing business arrangements, such as mergers and
acquisitions, alliances and joint ventures, outsourcing arrangements, and
changes to information systems.
15. DEVICES.
Ensuring that all laptop and desktop computing devices utilized by Securiti and
any subcontractors when accessing Customer Data:
* will be equipped with a minimum of AES 128 bit full hard disk drive
encryption;
* will have up to date virus and malware detection and prevention software
installed with virus definitions updated on a regular basis; and
* will maintain virus and malware detection and prevention software so as to
remain on a supported release. This will include, but not be limited to,
promptly implementing any applicable security-related enhancement or fix made
available by the supplier of such software.
16. DATA SECURITY BREACH.
" Security Breach" means any security incident if there is a reason to believe
Customer Data has been or may have been accessed by an unauthorized party.
* Securiti will notify Customer of a Security Breach as soon as practicable,
but no later than seventy two (72) hours after Securiti becomes aware of it,
by e-mailing Customer with a read receipt at a Customer designated email
address, with a copy by e-mail to Securiti’s primary business contact within
Customer.
* Securiti agrees that unless required by law, it shall not inform any third
party that a Security Breach without Approval. Further, Securiti agrees that
Customer shall have the sole right to determine whether notice of the
Security Breach is to be provided to consumers associated with Customer Data.
17. RETURN OR DESTRUCTION OF CUSTOMER DATA.
* Customer Data may be deleted by Securiti following the termination or
suspension of Customer’s use of the Securiti Product.
* Customer may request that Securiti delete Customer Data by notifying the
Securiti support team via a ticket filed using the Customer Support link in a
Securiti account, or via an email to support@securiti.ai. Upon Securiti
receiving confirmation from Customer of the deletion request, Securiti will
delete all Customer Data from online systems within one business week of such
confirmation.
* Securiti may retain Customer Data to the extent required by applicable laws
and only to the extent and for such period as required by applicable law.
18. INSURANCE
At all times Securiti accesses, processes or stores Customer Data, Securiti will
maintain: Errors & Omissions/Professional Liability /Cyber Insurance, in an
amount not less than $3,000,000 per claim and annual aggregate, covering all
acts, errors, omissions, negligence, and in the performance of services for
Customer or on behalf of Customer hereunder. Securiti’s policy will provide for
Data Security & Privacy “Cyber” coverage (including coverage for unauthorized
access and use, failure of security, breach of confidential information, of
privacy perils, as well as breach mitigation costs and regulatory coverage).
Such insurance shall be maintained in force at all times during the term of the
Agreement and for a period of two years thereafter for services completed during
the term of the Agreement. Customer shall be given at least 30 days’ notice of
the cancellation or expiration of the aforementioned insurance for any reason.
DATA PROCESSING AGREEMENT / ADDENDUM
DATA PROCESSING AGREEMENT/ADDENDUM
This Data Processing Agreement (“DPA”), made and entered into as of this ____
day of ____, 2022, forms part of the Securiti Customer Agreement (the
“Agreement”). You acknowledge that you, on behalf of [______] incorporated
under __________ law, with its principal offices located at
____________________ (“Organization”) (collectively, ”You”, ”Your”, “Client”,
or “Data Controller”) have read and understood and agree to comply with this
DPA, and are entering into a binding legal agreement with Securiti as defined
below (“Securiti”, ”Us”, ”We”, ”Our”, “Service Provider” or “Data Processor”) to
reflect the parties’ agreement with regard to the Processing of Client Personal
Data (as such terms are defined below). Both parties shall be referred to as the
“Parties” and each, a “Party”.
WHEREAS, Securiti shall provide the services set forth in the Agreement
(collectively, the “Services”) for Client, as described in the Agreement; and
WHEREAS, In the course of providing the Services pursuant to the
Agreement, we may process Client Personal Data on your behalf, in the capacity
of a “Data Processor”; and the Parties wish to set forth the arrangements
concerning the processing of Client Personal Data (defined below) within the
context of the Services and agree to comply with the following provisions with
respect to any Client Personal Data, each acting reasonably and in good faith.
NOW THEREFORE, in consideration of the mutual promises set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Parties, the parties, intending to be legally bound,
agree as follows:
1. INTERPRETATION AND DEFINITIONS
1. The headings contained in this DPA are for convenience only and shall not be
interpreted to limit or otherwise affect the provisions of this DPA.
2. References to clauses or sections are references to the clauses or sections
of this DPA unless otherwise stated.
3. Words used in the singular include the plural and vice versa, as the context
may require.
4. Capitalized terms not defined herein shall have the meanings assigned to
such terms in the Agreement.
5. Definitions:
1. “Affiliate” means an entity that directly or indirectly Controls, is
Controlled by, or is under common Control with another entity, so long as
such Control exists. For the purposes of this definition, “Control” means
direct or indirect ownership or control of more than 50% of the voting
interests of the subject entity.
2. “Authorized Affiliate” means any of Client’s Affiliate(s) which (a) is
subject to the Data Protection Laws And Regulations of the European Union,
the European Economic Area and/or their member states, Switzerland and/or
the United Kingdom, and (b) is permitted to use the Services pursuant to
the Agreement between Client and Securiti, but has not signed its own
agreement with Securiti and is not a “Customer” as defined under the
Agreement.
3. “Client Personal Data” means any Personal Data Processed by Securiti on
behalf of Client or a third party Data Controller (as applicable) in
connection with the Services.
4. “Controller” or “Data Controller” means the entity which determines the
purposes and means of the Processing of Personal Data as defined by the
GDPR. For the purposes of this DPA only, and except where indicated
otherwise, the term “Data Controller” shall include the Organization and/or
the Organization’s Authorized Affiliates.
5. “Data Protection Laws and Regulations” means (i) the GDPR, as defined
herein; (ii) the Data Protection Act 2018 of the United Kingdom, as amended
from time to time, and including any substantially similar legislation that
replaces the DPA 2018; (iii) the national legislation of the Swiss
Confederation on the protection of Data Subjects with regard to the
processing of Personal Data and on the free movement of such data, as
amended from time to time, and other data protection or privacy legislation
in force from time to time in the Swiss Confederation; and (iv) the
Personal Information Protection and Electronic Documents Act of Canada
(“PIPEDA”) and all Canadian provincial laws related to privacy and data
security;
6. “Data Subject” means the identified or identifiable person to whom the
Personal Data relates.
7. “Member State” means a country that belongs to the European Union and/or
the European Economic Area. “Union” means the European Union.
8. “GDPR” means (i) Regulation (EU) 2016/679 together with applicable
legislation implementing or supplementing the same or otherwise relating to
the processing of Personal Data of natural persons; and (ii) the retained
Regulation (EU) 2016/679 in the United Kingdom (“UK GDPR”).
9. “Personal Data” means any information relating to an identified or
identifiable natural person; an identifiable natural person is one who can
be identified, directly or indirectly, in particular by reference to an
identifier such as a name, an identification number, location data, an
online identifier or to one or more factors specific to the physical,
physiological, genetic, mental, economic, cultural or social identity of
that natural person.
10. “Process(ing)” means any operation or set of operations which is performed
upon Personal Data, whether or not by automatic means, such as collection,
recording, organization, structuring, storage, adaptation or alteration,
retrieval, consultation, use, disclosure by transmission, dissemination or
otherwise making available, alignment or combination, restriction, erasure
or destruction.
11. “Processor” or “Data Processor” means the entity which Processes Personal
Data on behalf of the Controller as defined by the GDPR.
12. “Security Documentation” means the Security Documentation applicable to the
specific Services purchased by Client, as updated from time to time, and as
made reasonably available by Securiti.
13. “Securiti” means Securiti Inc. and any of its affiliates or subsidiaries.
14. “Securiti Group” means Securiti and its Affiliates engaged in the
Processing of Personal Data.
15. “Sub-processor” means any Processor engaged by Securiti to Process Personal
Data on behalf of Client.
16. “Supervisory Authority” means an independent public authority which is
established by an EU Member State or the United Kingdom pursuant to the
GDPR.
2. PROCESSING OF CLIENT PERSONAL DATA
1. Roles of the Parties. This DPA applies to the Processing of Client Personal
Data by Securiti. For the purposes of this DPA, (i) Client is the Data
Controller; (ii) with respect to Client Personal Data for which Client is
the Data Controller, Securiti is the Data Processor Processing such Client
Personal Data on Client’s behalf; (iii) with respect to Client Personal Data
for which Client is a Data Processor for a third party Data Controller,
Securiti is a Sub-processor to Process Client Personal Data on the third
party Data Controller’s behalf. To the extent Securiti acts as a
Sub-processor to a third party Data Controller, (a) Client will convey to
Securiti any notifications given by the third party Data Controller insofar
as they relate to the Services provided by Securiti; b) any instructions or
authorizations given by Client to Securiti under this DPA or otherwise
relating to the Processing of Client Personal Data are the instructions and
authorizations given by the third party Data Controller.
2. Client’s Processing of Personal Data. Client shall, in its use of the
Services, Process Personal Data in accordance with the requirements of Data
Protection Laws and Regulations and comply at all times with the obligations
applicable to Data Controllers under Data Protection Laws and Regulations,
as applicable, (including, without limitation, Article 24 of the GDPR), to
the extent Client acts as a Controller under the Ag reement. For the
avoidance of doubt, Client’s instructions for the Processing of Personal
Data shall comply with Data Protection Laws and Regulations. Client shall
have sole responsibility for the means by which Client acquired Personal
Data. Without limitation and in any case, Client shall comply with any and
all transparency-related obligations under Data Protection Laws and
Regulations as applicable (including, without limitation, displaying any and
all relevant and required privacy notices or policies) and shall at all
times have any and all ongoing legal bases, consents, and authorizations
required by applicable Data Protection Laws and Regulations in order to
collect, Process and transfer to Securiti the Client Personal Data and to
authorize the Processing by Securiti of Client Personal Data. In particular,
and without limiting the foregoing, Client shall be responsible for ensuring
that any Data Subjects whose Client Personal Data is subject to PIPEDA have
received notice of, and have provided consent as may be required for, the
transfer of data to the United States for Processing by Securiti. Client
shall defend, hold harmless and indemnify Securiti, its Affiliates and
subsidiaries (including without limitation their directors, officers,
agents, subcontractors and/or employees) from and against any liability of
any kind related to any breach, violation or infringement by Client and/or
its authorized users of any Data Protection Laws and Regulations and/or this
DPA and/or this Section.
3. Securiti’s Processing of Client Personal Data.
1. Subject to the Agreement, Securiti shall Process Client Personal Data in
accordance with Client’s documented instructions, including as necessary for
the performance of the Services and for the performance of the Agreement and
this DPA, unless otherwise required by Union or Member State law or any
other applicable to which Securiti is subject, in which case Securiti shall
inform the Client of the legal requirement before processing, unless that
law prohibits such information on important grounds of public interest. The
duration of the Processing, the nature and purposes of the Processing, as
well as the types of Personal Data Processed and categories of Data Subjects
under this DPA are further specified in Schedule 1 (Details of the
Processing) to this DPA.
2. To the extent that Securiti considers such an instruction issued by Client
to be unlawful, Securiti (i) shall inform Client of its determination, (ii)
may, without any kind of liability towards Client, temporarily cease all
Processing of the affected Client Personal Data (other than securely storing
those data), and (iii) if the Parties do not agree on a resolution to the
issue in question and the costs thereof, each Party may, as its sole remedy,
terminate the Agreement and this DPA solely with respect to the affected
Processing, and Client shall pay to Securiti all the amounts owed to
Securiti or due before the date of termination. Client will have no further
claims against Securiti (including, without limitation, requesting refunds
for Services) due to the termination of the Agreement and/or the DPA in
accordance with this paragraph (excluding the obligations relating to the
termination of this DPA set forth below).
3. Securiti will not be liable in the event of any claim brought by a third
party, including, without limitation, a Data Subject, arising from any act
or omission of Securiti, to the extent that such is a result of Client’s
instructions.
4. If Client provides Securiti or any of the entities of the Securiti Group
with instructions, requests, suggestions, comments or feedback (whether
orally or in writing) with respect to the Services, Client acknowledges that
any and all rights, including intellectual property rights, therein shall
belong exclusively to Securiti and that such shall be considered Securiti’s
intellectual property without restrictions or limitations of any kind, and
Client hereby irrevocably and fully transfers and assigns to Securiti any
and all intellectual property rights therein and waives any and all moral
rights that Client may have in respect thereto.
3. RIGHTS OF DATA SUBJECTS
If Securiti receives a request from a Data Subject to exercise its right to be
informed, right of access, right to rectification, erasure, restriction of
Processing, data portability, right to object, or its right not to be subject to
a decision solely based on automated processing, including profiling (“Data
Subject Request”), Securiti shall, to the extent legally permitted, promptly
notify and forward such Data Subject Request to Client. Taking into account the
nature of the Processing, Securiti shall use commercially reasonable efforts to
assist Client using appropriate technical and organizational measures, insofar
as this is possible, for the fulfilment of Client’s obligation to respond to a
Data Subject Request under Data Protection Laws and Regulations. To the extent
legally permitted, Client shall be responsible for any costs arising from
Securiti’s provision of such assistance.
4. SECURITI PERSONNEL
1. Confidentiality. Securiti shall ensure that authorized persons engaged in
the Processing of Client Personal Data have committed themselves to
confidentiality or are under an appropriate statutory or other obligation of
confidentiality.
2. Securiti may disclose and Process the Client Personal Data (a) as permitted
hereunder (b) to the extent required by a court of competent jurisdiction or
other Supervisory Authority and/or otherwise as required by applicable laws
or applicable Data Protection Laws and Regulations.
5. AUTHORIZATION REGARDING SUB-PROCESSORS
1. General Authorization for Use of Sub-processors. Client hereby expressly and
generally authorizes Securiti to engage Sub-processors to Process Client
Personal Data, and Securiti’s current list of Sub-processors is enclosed in
Schedule 2 to the DPA.
2. Notification for Change in Sub-processors. Securiti shall provide
notification of any new Sub-processor(s) before authorizing such new
Sub-processor(s) to Process Client Personal Data in connection with the
provision of the Services. In order to receive such notification, Client
shall subscribe to notifications of new Sub-processors on the Securiti
website, available at https://status.securiti.ai.
3. Objection Right for New Sub-processors. Client may reasonably object to
Securiti’s use of a new Sub-processor for reasons related to the GDPR by
notifying Securiti promptly in writing at privacy@securiti.ai within three
(3) business days after receipt of Securiti’s notice in accordance with the
mechanism set out in Section 5.2, and such written objection shall include
the reasons related to the GDPR for objecting to Securiti’s use of such new
Sub-processor. Failure to object to such new Sub-processor in writing within
three (3) business days following Securiti’s notice shall be deemed as
acceptance of the new Sub-Processor. In the event Client reasonably objects
to a new Sub-processor, Securiti will use reasonable efforts to make
available to Client a change in the Services or recommend a commercially
reasonable change to Client’s use of the Services to avoid Processing of
Client Personal Data by the objected-to new Sub-processor without
unreasonably burdening the Client. If Securiti is unable to make available
such change within a reasonable period of time, which shall not exceed
thirty (30) days, Client may, as a sole remedy, terminate the Agreement and
this DPA solely with respect to those Services which cannot be provided by
Securiti without the use of the objected-to new Sub-processor. Client must
exercise this remedy by providing written notice to Securiti, provided that
all amounts due under the Agreement before the termination date with respect
to the Processing at issue shall be duly paid to Securiti. Until a decision
is made regarding the new Sub-processor, Securiti may temporarily suspend
the Processing of the affected Personal Data. Client will have no further
claims against Securiti due to the termination of the Agreement (including,
without limitation, requesting refunds) and/or the DPA in accordance with
this paragraph.
4. Agreements with Sub-processors. Securiti, in engaging Sub-processors to
Process Client Personal Data, agrees to impose contractual terms on such
Sub-processors that are materially as protective as those set forth in this
DPA. For the avoidance of doubt, this Section 5.3 shall not apply to
subcontractors of Securiti that provide ancillary services to support the
performance of this DPA and do not directly receive Client Personal Data
from Securiti, such as telecommunication services, maintenance and user
services, cleaning staff or auditors.
6. SECURITY
1. Controls for the Protection of Client Personal Data. Taking into account the
state of the art, the costs of implementation, the scope, context, purposes
of the Processing, as well as the risk of varying likelihood and impact on
the rights and freedoms of natural persons, Securiti shall maintain
appropriate technical and organizational measures pursuant to Article 32 of
the GDPR for protection of the security (including protection against
unauthorized or unlawful Processing and against accidental or unlawful
destruction, loss or alteration or damage, unauthorized disclosure of, or
access to, Personal Data), confidentiality and integrity of Personal Data,
as set forth in the Security Documentation which are hereby approved by
Client. Any amendment to such agreed measures that is necessitated by
Articles 32 to 36 of GDPR due to a change in the types of Personal Data
Processed shall be dealt with via an agreed change control process between
Securiti and Client.
2. Third-Party Certifications and Audits. At Client’s cost and expense, and in
accordance with this Section 6.2, Securiti shall allow for and contribute to
audits, including inspections of Securiti, conducted by the Client (only to
the extent that Client is not a competitor of Securiti) or another auditor
mandated by Client (who is not a direct or indirect competitor of Securiti)
provided that the parties shall agree on the scope, methodology, timing and
conditions of such audits and inspections. Upon Client’s written request
once per year during the term of this DPA, and subject to the
confidentiality obligations set forth in the Agreement and this DPA,
Securiti shall make available to Client (only to the extent that Client is
not a competitor of Securiti), or Client’s independent, third-party auditor
that is not a competitor of Securiti, a copy of Securiti’s then most recent
third-party audits or certifications, as applicable (provided, however, that
such audits, certifications and the results therefrom, including the
documents reflecting the outcome of the audit and/or the certifications,
shall only be used by Client to assess compliance with this DPA and/or with
applicable Data Protection Laws and Regulations, and shall not be used for
any other purpose or disclosed to any third party without Securiti’s prior
written approval and, upon Securiti’s request, Client shall return all
records or documentation in Client’s possession or control in the context of
the audit and/or the certification).. Notwithstanding anything to the
contrary, such audits and/or inspections shall not contain, involve, or
impact any information that does not belong to the Client.
7. PERSONAL DATA INCIDENT MANAGEMENT AND NOTIFICATION
To the extent required under applicable Data Protection Laws and Regulations,
Securiti shall notify Client without undue delay after becoming aware of a
breach of security leading to the accidental or unlawful destruction, loss,
alteration, unauthorized disclosure of, or access to Client Personal Data (a
“Personal Data Incident”). Securiti shall make reasonable efforts to identify
the cause of such Personal Data Incident and take those steps as Securiti deems
necessary and reasonable in order to remediate the cause of such a Personal Data
Incident. The obligations herein shall not apply to incidents that are caused by
Client or Client’s users. In any event, Client will be the party responsible for
notifying supervisory authorities and/or concerned data subjects (where required
by Data Protection Laws and Regulations).
8. RETURN AND DELETION OF CLIENT PERSONAL DATA
Subject to the Agreement, Securiti shall, at the choice of Client, delete or
return Client Personal Data to Client upon termination or expiry of the
Agreement, and shall delete existing copies unless applicable law requires
storage of Client Personal Data. If the Client requests Client Personal Data to
be returned, Client Personal Data shall be returned in the format generally
available for Securiti’s Clients. In any event, to the extent required or
allowed by applicable law, Securiti may retain Client Personal Data for evidence
purposes and/or for the establishment, exercise or defence of legal claims
and/or to comply with applicable laws and regulations.
9. AUTHORIZED AFFILIATES
1. Contractual Relationship. The Parties acknowledge and agree that, by
executing the DPA, the Client enters into the DPA on behalf of itself and,
as applicable, in the name and on behalf of its Authorized Affiliates. Each
Authorized Affiliate agrees to be bound by the obligations under this DPA.
All access to and use of the Services by Authorized Affiliates must comply
with the terms and conditions of the Agreement and this DPA and any
violation of the terms and conditions therein by an Authorized Affiliate
shall be deemed a violation by Client.
2. Communication. The Client shall remain responsible for coordinating all
communication with Securiti under the Agreement and this DPA and shall be
entitled to make and receive any communication in relation to this DPA on
behalf of its Authorized Affiliates.
10. TRANSFERS OF DATA
1. Transfers to countries that offer adequate level of data protection. Client
Personal Data may be transferred from the EU Member States, the three EEA
member countries (Norway, Liechtenstein and Iceland) (collectively, “EEA”)
and the United Kingdom to countries that offer adequate level of data
protection under or pursuant to the adequacy decisions published by the
relevant data protection authorities of the EEA, the Union, the Member
States, the European Commission, or the United Kingdom (“Adequacy
Decisions”), without any further safeguard being necessary.
2. Transfers to other countries. If the Processing of Client Personal Data
includes transfers from the EEA to countries outside the EEA which are not
subject to an Adequacy Decision (“Other Countries”), the Parties shall enter
into the standard data protection clauses adopted by the relevant data
protection authorities of the EEA, the Union, the Member States, the
European Commission, or the United Kingdom Information Commissioner’s Office
(“Standard Contractual Clauses”) or comply with any of the other mechanisms
provided for in the GDPR for transferring Personal Data to such Other
Countries. To the maximum extent permitted by law, to the extent that Client
and Securiti use Standard Contractual Clauses as a mechanism to transfer
Client Personal Data, the rights and obligations of the parties shall be
performed in accordance with and subject to this DPA. With respect to
transfers of Client Personal Data made under this section, where Client is a
Controller and Securiti is a Processor, the Standard Contractual Clauses for
transfers from Controller to Processor (available in Schedule 3A of this
DPA) shall apply; where Client is a Processor and Securiti is a
Sub-processor, the Standard Contractual Clauses for transfers and from
Processor to Processor (available in Schedule 3B of this DPA), shall apply.
With respect to transfers of Client Personal Data from the United Kingdom
made under this section, the Standard Contractual Clauses approved by the
ICO for transfers of United Kingdom Personal Data (available in Schedule 3C
of this DPA) shall apply.
11. TERMINATION
This DPA shall automatically terminate upon the termination or expiration of the
Agreement under which the Services are provided. Sections 2.2, 2.3.3, 2.3.4 12,
and 13 shall survive the termination or expiration of this DPA for any
reason. This DPA cannot, in principle, be terminated separately from the
Agreement, except where the Processing ends before the termination of the
Agreement, in which case, this DPA shall automatically terminate.
12. RELATIONSHIP WITH AGREEMENT
In the event of any conflict between the provisions of this DPA and the
provisions of the Agreement, the provisions of this DPA shall prevail over the
conflicting provisions of the Agreement.
13. LIMITATION OF LIABILITY
Securiti’s (including, without limitation, Supplier’s affiliates’ and
subsidiaries’) entire, total and aggregate liability, related to personal data
or information privacy, or for breach of, this DPA and/or Data Protection Laws
and Regulations, including, without limitation, if any, any indemnification
obligation under the Agreement or applicable law regarding data protection or
privacy, shall be subject to the limitation of liability under the Agreement.
14. AMENDMENTS
This DPA may be amended at any time by a written instrument duly signed by each
of the Parties.
15. LEGAL EFFECT
This DPA shall only become legally binding between Client and Securiti when the
formalities steps set out in the Section “INSTRUCTIONS ON HOW TO EXECUTE THIS
DPA” below have been fully completed. Securiti may assign this DPA or its rights
or obligations hereunder to any Affiliate therefor, or to a successor or any
Affiliate thereof, in connection with a merger, consolidation or acquisition of
all or substantially all of its shares, assets or business relating to this DPA
or the Agreement. Any Securiti obligation hereunder may be performed (in whole
or in part) and any Securiti right (including invoice and payment rights) or
remedy may be exercised (in whole or in part) by an Affiliate of Securiti.
16. SIGNATURE
The Parties represent and warrant that they each have the power to enter into,
execute, perform and be bound by this DPA.
You, as the signing person on behalf of Client, represent and warrant that you
have, or you were granted, full authority to bind the Organization and, as
applicable, its Authorized Affiliates to this DPA. If you cannot, or do not have
authority to, bind the Organization and/or its Authorized Affiliates, you shall
not supply or provide Personal Data to Securiti.
By signing this DPA, Client enters into this DPA on behalf of itself and, to the
extent required or permitted under applicable Data Protection Laws and
Regulations, in the name and on behalf of its Authorized Affiliates, if and to
the extent that Securiti processes Personal Data for which such Authorized
Affiliates qualify as the/a “data controller”.
This DPA has been pre-signed on behalf of Securiti.
Instructions on how to execute this DPA.
1. To complete this DPA, you must complete the missing information; and
2. Send the completed and signed DPA to us by email, indicating the Client’s
name, to privacy@securiti.ai.
LIST OF SCHEDULES
* SCHEDULE 1 - DETAILS OF THE PROCESSING
* SCHEDULE 2 - SUB-PROCESSOR LIST
* SCHEDULE 3 – STANDARD CONTRACTUAL CLAUSES FOR CUSTOMERS
* SCHEDULE 3A – CONTROLLER TO PROCESSOR
* SCHEDULE 3B – PROCESSOR TO PROCESSOR
* SCHEDULE 3C – UNITED KINGDOM STANDARD CONTRACTUAL CLAUSES
The parties’ authorized signatories have duly executed this Agreement:
CLIENT: SECURITI INC.
Signature: Signature:
Client Legal Name: Client Legal Name:
Print Name: Print Name:
Title: Title:
Date: Date:
--------------------------------------------------------------------------------
SCHEDULE 1 - DETAILS OF THE PROCESSING
Subject matter and duration
The subject matter and duration of the Processing of the Client Personal Data
are set out in the sections of the Agreement addressing scope of services and
term and as set forth in this DPA.
Nature and Purpose of Processing
The nature and purpose of the Processing of the Client Personal Data are set out
in the sections of the Agreement addressing scope of services and term.
TYPE OF PERSONAL DATA
Client may submit Personal Data to the Services, the extent of which is
determined and controlled by Client in its sole discretion, includes:
* First name
* Last name
* Address
* Phone number
* Email address
* Payment information
* Any other Personal Data or information that the Client decides to provide to
the Securiti or the Services.
In some limited circumstances Personal Data may also come from others sources,
for example, in the case of anti-money laundering research, fraud detection or
as required by applicable law.
CATEGORIES OF DATA SUBJECTS
Client may submit Personal Data to the Services, the extent of which is
determined and controlled by Client in its sole discretion, and which may
include, but is not limited to Personal Data relating to the following
categories of data subjects:
* Client’s customers and/or clients
* Client’s users authorized by Client to use the Services
* Employees, agents, advisors, freelancers of Client (who are natural persons)
* Prospects, Clients, business partners and vendors of Client (who are natural
persons)
* Employees or contact persons of Client’s prospects, Clients, business
partners and vendors
--------------------------------------------------------------------------------
SCHEDULE 2 – SUB-PROCESSOR LIST
Entity Name
Sub-Processing Activities
Entity Country
Amazon Web Services, Inc.
Cloud Service Provider
United States
AWS Jakarta
Cloud Service Provider
Indonesia
Amazon Web Services EMEA SARL
Cloud Service Provider
European Union
Amazon Web Services Canada, Inc
Cloud Service Provider
Canada
Amazon web Services Australia, Pty Ltd
Cloud Service Provider
Australia
Google Cloud Platform
Cloud Service Provider
United States
Zendesk, Inc.
Cloud Customer Support
United States
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 3 – STANDARD CONTRACTUAL CLAUSES
Schedule 3A
To DPA between Securiti and Client
Standard Contractual Clauses
CONTROLLER TO PROCESSOR
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure
compliance with the requirements of Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 on the protection of natural
persons with regard to the processing of personal data and on the free movement
of such data (General Data Protection Regulation) ([1]) for the transfer of data
to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or
other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as
listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from
the data exporter, directly or indirectly via another entity also Party to these
Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as
specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to
therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable
data subject rights and effective legal remedies, pursuant to Article 46(1) and
Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers
from controllers to processors and/or processors to processors, standard
contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679,
provided they are not modified, except to select the appropriate Module(s) or to
add or update information in the Appendix. This does not prevent the Parties
from including the standard contractual clauses laid down in these Clauses in a
wider contract and/or to add other clauses or additional safeguards, provided
that they do not contradict, directly or indirectly, these Clauses or prejudice
the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data
exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party
beneficiaries, against the data exporter and/or data importer, with the
following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two:
Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and
(d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b)
and Clause 8.3(b);
(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three:
Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three:
Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b);
Module Four: Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects under
Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU)
2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the
provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with
rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of
related agreements between the Parties, existing at the time these Clauses are
agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal
data that are transferred and the purpose(s) for which they are transferred, are
specified in Annex I.B.
Clause 7 – Not applicable
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that
the data importer is able, through the implementation of appropriate technical
and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data importer shall process the personal data only on documented
instructions from the data exporter. The data exporter may give such
instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is
unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific
purpose(s) of the transfer, as set out in Annex I.B, unless on further
instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the
Appendix as completed by the Parties, available to the data subject free of
charge. To the extent necessary to protect business secrets or other
confidential information, including the measures described in Annex II and
personal data, the data exporter may redact part of the text of the Appendix to
these Clauses prior to sharing a copy, but shall provide a meaningful summary
where the data subject would otherwise not be able to understand the its content
or exercise his/her rights. On request, the Parties shall provide the data
subject with the reasons for the redactions, to the extent possible without
revealing the redacted information. This Clause is without prejudice to the
obligations of the data exporter under Articles 13 and 14 of Regulation (EU)
2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is
inaccurate, or has become outdated, it shall inform the data exporter without
undue delay. In this case, the data importer shall cooperate with the data
exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified
in Annex I.B. After the end of the provision of the processing services, the
data importer shall, at the choice of the data exporter, delete all personal
data processed on behalf of the data exporter and certify to the data exporter
that it has done so, or return to the data exporter all personal data processed
on its behalf and delete existing copies. Until the data is deleted or returned,
the data importer shall continue to ensure compliance with these Clauses. In
case of local laws applicable to the data importer that prohibit return or
deletion of the personal data, the data importer warrants that it will continue
to ensure compliance with these Clauses and will only process it to the extent
and for as long as required under that local law. This is without prejudice to
Clause 14, in particular the requirement for the data importer under Clause
14(e) to notify the data exporter throughout the duration of the contract if it
has reason to believe that it is or has become subject to laws or practices not
in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter
shall implement appropriate technical and organisational measures to ensure the
security of the data, including protection against a breach of security leading
to accidental or unlawful destruction, loss, alteration, unauthorised disclosure
or access to that data (hereinafter ‘personal data breach’). In assessing the
appropriate level of security, the Parties shall take due account of the state
of the art, the costs of implementation, the nature, scope, context and
purpose(s) of processing and the risks involved in the processing for the data
subjects. The Parties shall in particular consider having recourse to encryption
or pseudonymisation, including during transmission, where the purpose of
processing can be fulfilled in that manner. In case of pseudonymisation, the
additional information for attributing the personal data to a specific data
subject shall, where possible, remain under the exclusive control of the data
exporter. In complying with its obligations under this paragraph, the data
importer shall at least implement the technical and organisational measures
specified in Annex II. The data importer shall carry out regular checks to
ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members
of its personnel only to the extent strictly necessary for the implementation,
management and monitoring of the contract. It shall ensure that persons
authorised to process the personal data have committed themselves to
confidentiality or are under an appropriate statutory obligation of
confidentiality.
(c) In the event of a personal data breach concerning personal data
processed by the data importer under these Clauses, the data importer shall take
appropriate measures to address the breach, including measures to mitigate its
adverse effects. The data importer shall also notify the data exporter without
undue delay after having become aware of the breach. Such notification shall
contain the details of a contact point where more information can be obtained, a
description of the nature of the breach (including, where possible, categories
and approximate number of data subjects and personal data records concerned),
its likely consequences and the measures taken or proposed to address the breach
including, where appropriate, measures to mitigate its possible adverse effects.
Where, and in so far as, it is not possible to provide all information at the
same time, the initial notification shall contain the information then available
and further information shall, as it becomes available, subsequently be provided
without undue delay.
(d) The data importer shall cooperate with and assist the data exporter
to enable the data exporter to comply with its obligations under Regulation (EU)
2016/679, in particular to notify the competent supervisory authority and the
affected data subjects, taking into account the nature of processing and the
information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin,
political opinions, religious or philosophical beliefs, or trade union
membership, genetic data, or biometric data for the purpose of uniquely
identifying a natural person, data concerning health or a person’s sex life or
sexual orientation, or data relating to criminal convictions and offences
(hereinafter ‘sensitive data’), the data importer shall apply the specific
restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on
documented instructions from the data exporter. In addition, the data may only
be disclosed to a third party located outside the European Union ([2]) (in the
same country as the data importer or in another third country, hereinafter
‘onward transfer’) if the third party is or agrees to be bound by these Clauses,
under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy
decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the
onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to
Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in
question;
(iii) the onward transfer is necessary for the establishment, exercise or
defence of legal claims in the context of specific administrative, regulatory or
judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital
interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the
other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries
from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these
Clauses. In particular, the data importer shall keep appropriate documentation
on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all
information necessary to demonstrate compliance with the obligations set out in
these Clauses and at the data exporter’s request, allow for and contribute to
audits of the processing activities covered by these Clauses, at reasonable
intervals or if there are indications of non-compliance. In deciding on a review
or audit, the data exporter may take into account relevant certifications held
by the data importer.
(d) The data exporter may choose to conduct the audit by itself or
mandate an independent auditor. Audits may include inspections at the premises
or physical facilities of the data importer and shall, where appropriate, be
carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b)
and (c), including the results of any audits, available to the competent
supervisory authority on request.
Clause 9
Use of sub-processors
(a) The data importer has the data exporter’s general authorisation for
the engagement of sub-processor(s) from an agreed list. The data importer shall
specifically inform the data exporter in writing of any intended changes to that
list through the addition or replacement of sub-processors at least 3 business
days in advance, thereby giving the data exporter sufficient time to be able to
object to such changes prior to the engagement of the sub-processor(s). The data
importer shall provide the data exporter with the information necessary to
enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out
specific processing activities (on behalf of the data exporter), it shall do so
by way of a written contract that provides for, in substance, the same data
protection obligations as those binding the data importer under these Clauses,
including in terms of third-party beneficiary rights for data subjects. ([3])
The Parties agree that, by complying with this Clause, the data importer fulfils
its obligations under Clause 8.8. The data importer shall ensure that the
sub-processor complies with the obligations to which the data importer is
subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a
copy of such a sub-processor agreement and any subsequent amendments to the data
exporter. To the extent necessary to protect business secrets or other
confidential information, including personal data, the data importer may redact
the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter
for the performance of the sub-processor’s obligations under its contract with
the data importer. The data importer shall notify the data exporter of any
failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with
the sub-processor whereby – in the event the data importer has factually
disappeared, ceased to exist in law or has become insolvent – the data exporter
shall have the right to terminate the sub-processor contract and to instruct the
sub-processor to erase or return the personal data.
Clause 10
Data subject rights
(a) The data importer shall promptly notify the data exporter of any
request it has received from a data subject. It shall not respond to that
request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its
obligations to respond to data subjects’ requests for the exercise of their
rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out
in Annex II the appropriate technical and organisational measures, taking into
account the nature of the processing, by which the assistance shall be provided,
as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data
importer shall comply with the instructions from the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and
easily accessible format, through individual notice or on its website, of a
contact point authorised to handle complaints. It shall deal promptly with any
complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as
regards compliance with these Clauses, that Party shall use its best efforts to
resolve the issue amicably in a timely fashion. The Parties shall keep each
other informed about such disputes and, where appropriate, cooperate in
resolving them.
(c) Where the data subject invokes a third-party beneficiary right
pursuant to Clause 3, the data importer shall accept the decision of the data
subject to:
(i) lodge a complaint with the supervisory authority in the Member State
of his/her habitual residence or place of work, or the competent supervisory
authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of
Clause 18.
(d) The Parties accept that the data subject may be represented by a
not-for-profit body, organisation or association under the conditions set out in
Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the
applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject
will not prejudice his/her substantive and procedural rights to seek remedies in
accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it
causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data
subject shall be entitled to receive compensation, for any material or
non-material damages the data importer or its sub-processor causes the data
subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to
the data subject, and the data subject shall be entitled to receive
compensation, for any material or non-material damages the data exporter or the
data importer (or its sub-processor) causes the data subject by breaching the
third-party beneficiary rights under these Clauses. This is without prejudice to
the liability of the data exporter and, where the data exporter is a processor
acting on behalf of a controller, to the liability of the controller under
Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under
paragraph (c) for damages caused by the data importer (or its sub-processor), it
shall be entitled to claim back from the data importer that part of the
compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the
data subject as a result of a breach of these Clauses, all responsible Parties
shall be jointly and severally liable and the data subject is entitled to bring
an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph
(e), it shall be entitled to claim back from the other Party/ies that part of
the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to
avoid its own liability.
Clause 13
Supervision
1. Where the data exporter is established in an EU Member State: The
supervisory authority with responsibility for ensuring compliance by the
data exporter with Regulation (EU) 2016/679 as regards the data transfer, as
indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls
within the territorial scope of application of Regulation (EU) 2016/679 in
accordance with its Article 3(2) and has appointed a representative pursuant to
Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the
Member State in which the representative within the meaning of Article 27(1) of
Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as
competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls
within the territorial scope of application of Regulation (EU) 2016/679 in
accordance with its Article 3(2) without however having to appoint a
representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The
supervisory authority of one of the Member States in which the data subjects
whose personal data is transferred under these Clauses in relation to the
offering of goods or services to them, or whose behaviour is monitored, are
located, as indicated in Annex I.C, shall act as competent supervisory
authority.
(b) The data importer agrees to submit itself to the jurisdiction of and
cooperate with the competent supervisory authority in any procedures aimed at
ensuring compliance with these Clauses. In particular, the data importer agrees
to respond to enquiries, submit to audits and comply with the measures adopted
by the supervisory authority, including remedial and compensatory measures. It
shall provide the supervisory authority with written confirmation that the
necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the
laws and practices in the third country of destination applicable to the
processing of the personal data by the data importer, including any requirements
to disclose personal data or measures authorising access by public authorities,
prevent the data importer from fulfilling its obligations under these Clauses.
This is based on the understanding that laws and practices that respect the
essence of the fundamental rights and freedoms and do not exceed what is
necessary and proportionate in a democratic society to safeguard one of the
objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in
contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a),
they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of
the processing chain, the number of actors involved and the transmission
channels used; intended onward transfers; the type of recipient; the purpose of
processing; the categories and format of the transferred personal data; the
economic sector in which the transfer occurs; the storage location of the data
transferred;
(ii) the laws and practices of the third country of destination–
including those requiring the disclosure of data to public authorities or
authorising access by such authorities – relevant in light of the specific
circumstances of the transfer, and the applicable limitations and safeguards
([4]);
(iii) any relevant contractual, technical or organisational safeguards
put in place to supplement the safeguards under these Clauses, including
measures applied during transmission and to the processing of the personal data
in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under
paragraph (b), it has made its best efforts to provide the data exporter with
relevant information and agrees that it will continue to cooperate with the data
exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and
make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if,
after having agreed to these Clauses and for the duration of the contract, it
has reason to believe that it is or has become subject to laws or practices not
in line with the requirements under paragraph (a), including following a change
in the laws of the third country or a measure (such as a disclosure request)
indicating an application of such laws in practice that is not in line with the
requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data
exporter otherwise has reason to believe that the data importer can no longer
fulfil its obligations under these Clauses, the data exporter shall promptly
identify appropriate measures (e.g. technical or organisational measures to
ensure security and confidentiality) to be adopted by the data exporter and/or
data importer to address the situation. The data exporter shall suspend the data
transfer if it considers that no appropriate safeguards for such transfer can be
ensured, or if instructed by the competent supervisory authority to do so. In
this case, the data exporter shall be entitled to terminate the contract,
insofar as it concerns the processing of personal data under these Clauses. If
the contract involves more than two Parties, the data exporter may exercise this
right to termination only with respect to the relevant Party, unless the Parties
have agreed otherwise. Where the contract is terminated pursuant to this Clause,
Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where
possible, the data subject promptly (if necessary with the help of the data
exporter) if it:
(i) receives a legally binding request from a public authority, including
judicial authorities, under the laws of the country of destination for the
disclosure of personal data transferred pursuant to these Clauses; such
notification shall include information about the personal data requested, the
requesting authority, the legal basis for the request and the response provided;
or
(ii) becomes aware of any direct access by public authorities to personal
data transferred pursuant to these Clauses in accordance with the laws of the
country of destination; such notification shall include all information
available to the importer.
(b) If the data importer is prohibited from notifying the data exporter
and/or the data subject under the laws of the country of destination, the data
importer agrees to use its best efforts to obtain a waiver of the prohibition,
with a view to communicating as much information as possible, as soon as
possible. The data importer agrees to document its best efforts in order to be
able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the
data importer agrees to provide the data exporter, at regular intervals for the
duration of the contract, with as much relevant information as possible on the
requests received (in particular, number of requests, type of data requested,
requesting authority/ies, whether requests have been challenged and the outcome
of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to
paragraphs (a) to (c) for the duration of the contract and make it available to
the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the
data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter
promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for
disclosure, in particular whether it remains within the powers granted to the
requesting public authority, and to challenge the request if, after careful
assessment, it concludes that there are reasonable grounds to consider that the
request is unlawful under the laws of the country of destination, applicable
obligations under international law and principles of international comity. The
data importer shall, under the same conditions, pursue possibilities of appeal.
When challenging a request, the data importer shall seek interim measures with a
view to suspending the effects of the request until the competent judicial
authority has decided on its merits. It shall not disclose the personal data
requested until required to do so under the applicable procedural rules. These
requirements are without prejudice to the obligations of the data importer under
Clause 14(e).
(b) The data importer agrees to document its legal assessment and any
challenge to the request for disclosure and, to the extent permissible under the
laws of the country of destination, make the documentation available to the data
exporter. It shall also make it available to the competent supervisory authority
on request.
(c) The data importer agrees to provide the minimum amount of information
permissible when responding to a request for disclosure, based on a reasonable
interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is
unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or
unable to comply with these Clauses, the data exporter shall suspend the
transfer of personal data to the data importer until compliance is again ensured
or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract,
insofar as it concerns the processing of personal data under these Clauses,
where:
(i) the data exporter has suspended the transfer of personal data to the
data importer pursuant to paragraph (b) and compliance with these Clauses is not
restored within a reasonable time and in any event within one month of
suspension;
(ii) the data importer is in substantial or persistent breach of these
Clauses; or
(iii) the data importer fails to comply with a binding decision of a
competent court or supervisory authority regarding its obligations under these
Clauses.
In these cases, it shall inform the competent supervisory authority of such
non-compliance. Where the contract involves more than two Parties, the data
exporter may exercise this right to termination only with respect to the
relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of
the contract pursuant to paragraph (c) shall at the choice of the data exporter
immediately be returned to the data exporter or deleted in its entirety. The
same shall apply to any copies of the data. The data importer shall certify the
deletion of the data to the data exporter. Until the data is deleted or
returned, the data importer shall continue to ensure compliance with these
Clauses. In case of local laws applicable to the data importer that prohibit the
return or deletion of the transferred personal data, the data importer warrants
that it will continue to ensure compliance with these Clauses and will only
process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses
where (i) the European Commission adopts a decision pursuant to Article 45(3) of
Regulation (EU) 2016/679 that covers the transfer of personal data to which
these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal
framework of the country to which the personal data is transferred. This is
without prejudice to other obligations applying to the processing in question
under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States,
provided such law allows for third-party beneficiary rights. The Parties agree
that this shall be the law of Republic of Ireland.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the
courts of an EU Member State.
(b) The Parties agree that those shall be the courts of courts of Dublin,
Ireland, as their choice of forum and jurisdiction.
(c) A data subject may also bring legal proceedings against the data
exporter and/or data importer before the courts of the Member State in which
he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such
courts.
--------------------------------------------------------------------------------
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the
Parties
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: As defined in the Agreement
Address: As defined in the Agreement
Contact person’s name, position and contact details: As defined in the Agreement
Activities relevant to the data transferred under these Clauses: To receive the
services from the data importer.
Signature and date: The effective date of the Agreement.
Role: Data Controller
Data importer(s):
Name: Securiti, Inc.
Address: 300 Santana Row Suite 450. San Jose, CA 95128
Contact person’s name, position and contact details: James Stoddard, VP Finance,
408-401-1160, james.stoddard@securiti.ai
Activities relevant to the data transferred under these Clauses: To provide the
services to the data exporter.
Signature and date: The effective date of the Agreement.
Role: Data Processor (Sub-Processor)
B. DESCRIPTION OF TRANSFER
Data subjects
The personal data transferred concern the following categories of data subjects:
See Schedule 1 of the DPA
Categories of data
The personal data transferred concern the following categories of data:
See Schedule 1 of the DPA
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data:
See Schedule 1 of the DPA
Processing operations
The personal data transferred will be subject to the following basic processing
activities: See Schedule 1 of the DPA
The frequency of the transfer (e.g. whether the data is transferred on a one-off
or continuous basis).
Transfers will occur on an ongoing basis as reasonably required under the
Agreement.
Nature Of Processing
As described in Schedule 1 of the DPA
Purpose(s) of the data transfer and further processing
As described in Schedule 1 of the DPA.
The period for which the personal data will be retained, or, if that is not
possible, the criteria used to determine that period
For the duration of the Agreement and in accordance with the DPA.
For transfers to (sub-) processors, also specify subject matter, nature and
duration of the processing
As described in Schedule 1 of the DPA.
C. COMPETENT SUPERVISORY AUTHORITY
The Irish competent supervisory authority identified above.
Authorised Signature …………………
DATA IMPORTER
Name: James Stoddard
Authorised Signature …………………
--------------------------------------------------------------------------------
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL
MEASURES TO ENSURE THE SECURITY OF THE DATA
Securiti maintains a comprehensive, written information security program that
contains administrative, technical, and physical safeguards that are appropriate
to (a) the size, scope and type of Securiti’s business; (b) the type of
information that Securiti will store; and (c) the need for security and
confidentiality of such information.
Securiti’s security program includes:
1. Security Awareness and Training. A mandatory security awareness and
training program for all members of Securiti’s workforce (including management),
which includes:
* Training on how to implement and comply with its Information Security
Program; and
* Promoting a culture of security awareness through periodic communications
from senior management with employees.
2. Access Controls. Policies, procedures, and logical controls:
* To limit access to its information systems and the facility or facilities in
which they are housed to properly authorized persons;
* To prevent those workforce members and others who should not have access from
obtaining access; and
* To remove access in a timely basis in the event of a change in job
responsibilities or job status.
3. Physical and Environmental Security. Controls that provide reasonable
assurance that access to physical servers at the production data center, if
applicable, is limited to properly authorized individuals and that environmental
controls are established to detect, prevent and control destruction due to
environmental extremes. These controls are implemented by Amazon Web Services
(AWS) and they are listed here:
https://aws.amazon.com/compliance/data-center/controls/. Specific to Securiti:
* Logging and monitoring of unauthorized access attempts to the data center by
the data center security personnel;
* Camera surveillance systems at critical internal and external entry points to
the data center, with retention of data per legal or compliance requirements;
* Systems that monitor and control the air temperature and humidity at
appropriate levels for the computing equipment; and
* Redundant power supply modules and backup generators that provide backup
power in the event of an electrical failure, 24 hours a day.
4. Security Incident Procedures. A security incident response plan that
includes procedures to be followed in the event of any Security Breach. Such
procedures include:
* Roles and responsibilities: formation of an internal incident response team
with a response leader;
* Investigation: assessing the risk the incident poses and determining who may
be affected;
* Communication: internal reporting as well as a notification process in the
event of unauthorized disclosure of Customer Data;
* Recordkeeping: keeping a record of what was done and by whom to help in later
analysis and possible legal action; and
* Audit: conducting and documenting root cause analysis and remediation plan.
5. Contingency Planning. Policies and procedures for responding to an
emergency or other occurrence (for example, fire, vandalism, system failure,
pandemic flu, and natural disaster) that could damage Customer Data or
production systems that contain Customer Data. Such procedures include:
* Data Backups: A policy for performing periodic backups of production data
sources, as applicable, according to a defined schedule;
* Disaster Recovery: A formal disaster recovery plan for the production data
center, including:
* Requirements for the disaster plan to be tested on a regular basis, currently
twice a year; and
* A documented executive summary of the Disaster Recovery testing, at least
annually, which is available upon request to customers.
* Business Continuity Plan: A formal process to address the framework by which
an unplanned event might be managed in order to minimize the loss of vital
resources.
6. Audit Controls. Hardware, software, and/or procedural mechanisms that
record and examine activity in information systems that contain or use
electronic information.
7. Data Integrity. Policies and procedures to ensure the
confidentiality, integrity, and availability of Customer Data and protect it
from disclosure, improper alteration, or destruction.
8. Storage and Transmission Security. Security measures to guard against
unauthorized access to Customer Data that is being transmitted over a public
electronic communications network or stored electronically. Such measures
include requiring encryption of any Customer Data stored on desktops, laptops or
other removable storage devices.
9. Secure Disposal. Policies and procedures regarding the secure
disposal of tangible property containing Customer Data, taking into account
available technology so that Customer Data cannot be practicably read or
reconstructed.
10. Assigned Security Responsibility. Assigning responsibility for the
development, implementation, and maintenance of Securiti’s security program,
including:
* Designating a security official with overall responsibility;
* Defining security roles and responsibilities for individuals with security
responsibilities; and
* Designating a Security Council consisting of cross-functional management
representatives to meet on a regular basis.
11. Testing. Regularly testing the key controls, systems and procedures
of its information security program to validate that they are properly
implemented and effective in addressing the threats and risks identified. Where
applicable, such testing includes:
* Internal risk assessments;
* Service Organization Control 2 (SOC2) audit reports (or industry-standard
successor reports).
12. Monitoring. Network and systems monitoring, including error logs on
servers, disks and security events for any potential problems. Such monitoring
includes:
* Reviewing changes affecting systems handling authentication, authorization,
and auditing;
* Reviewing privileged access to Securiti production systems; and
* Engaging third parties to perform network vulnerability assessments and
penetration testing on a regular basis.
13. Change and Configuration Management. Maintaining policies and
procedures for managing changes Securiti makes to production systems,
applications, and databases. Such policies and procedures include:
* process for documenting, testing and approving the patching and maintenance
of the Securiti Product;
* A security patching process that requires patching systems in a timely manner
based on a risk analysis; and
* A process for Securiti to utilize a third party to conduct application level
security assessments. These assessments generally include testing, where
applicable, for:
* Cross-site request forgery
* Services scanning
* Improper input handling (e.g. cross-site scripting, SQL injection, XML
injection, cross-site flashing)
* XML and SOAP attacks
* Weak session management
* Data validation flaws and data model constraint inconsistencies
* Insufficient authentication
* Insufficient authorization
14. Program Adjustments. Monitoring, evaluating, and adjusting, as
appropriate, the security program in light of:
* Any relevant changes in technology and any internal or external threats to
Securiti or the Customer Data;
* Security and data privacy regulations applicable to Securiti; and
* Securiti’s own changing business arrangements, such as mergers and
acquisitions, alliances and joint ventures, outsourcing arrangements, and
changes to information systems.
15. Devices – Ensuring that all laptop and desktop computing devices
utilized by Securiti and any subcontractors when accessing Customer Data:
* will be equipped with a minimum of AES 128 bit full hard disk drive
encryption;
* will have up to date virus and malware detection and prevention software
installed with virus definitions updated on a regular basis; and
* will maintain virus and malware detection and prevention software so as to
remain on a supported release. This will include, but not be limited to,
promptly implementing any applicable security-related enhancement or fix made
available by the supplier of such software.
16. Data Security Breach. “Security Breach” means any security incident
if there is a reason to believe Customer Data has been or may have been accessed
by an unauthorized party.
* Securiti will notify Customer of a Security Breach as soon as practicable,
but no later than twenty-four (24) hours after Securiti becomes aware of it,
by e-mailing Customer with a read receipt at a Customer designated email
address, with a copy by e-mail to Securiti’s primary business contact within
Customer.
* Securiti agrees that unless required by law, it shall not inform any third
party that a Security Breach without Approval. Further, Securiti agrees that
Customer shall have the sole right to determine whether notice of the
Security Breach is to be provided to consumers associated with Customer Data.
17. Return or Destruction of Customer Data.
* Customer Data may be deleted by Securiti following the termination or
suspension of Customer’s use of the Securiti Product.
* Customer may request that Securiti delete Customer Data by notifying the
Securiti support team via a ticket filed using the Customer Support link in a
Securiti account, or via an email to support@securiti.ai. Upon Securiti
receiving confirmation from Customer of the deletion request, Securiti will
delete all Customer Data from online systems within one business week of such
confirmation.
* Securiti may retain Customer Data to the extent required by applicable laws
and only to the extent and for such period as required by applicable law.
1.
ANNEX III
LIST OF SUB-PROCESSORS
As described in the Sub-processors List of Securiti’s DPA.
Entity Name
Sub-Processing Activities
Entity Country
Amazon Web Services, Inc.
Cloud Service Provider
United States
AWS Jakarta
Cloud Service Provider
Indonesia
Amazon Web Services EMEA SARL
Cloud Service Provider
European Union
Google Cloud Platform
Cloud Service Provider
United States
Zendesk, Inc.
Cloud Customer Support
United States
Schedule 3B
STANDARD CONTRACTUAL CLAUSES
Processor to Processor
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure
compliance with the requirements of Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 on the protection of natural
persons with regard to the processing of personal data and on the free movement
of such data (General Data Protection Regulation) ([5]) for the transfer of
personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or
other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as
listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from
the data exporter, directly or indirectly via another entity also Party to these
Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as
specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to
therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable
data subject rights and effective legal remedies, pursuant to Article 46(1) and
Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers
from controllers to processors and/or processors to processors, standard
contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679,
provided they are not modified, except to select the appropriate Module(s) or to
add or update information in the Appendix. This does not prevent the Parties
from including the standard contractual clauses laid down in these Clauses in a
wider contract and/or to add other clauses or additional safeguards, provided
that they do not contradict, directly or indirectly, these Clauses or prejudice
the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data
exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party
beneficiaries, against the data exporter and/or data importer, with the
following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two:
Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and
(d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b)
and Clause 8.3(b);
(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three:
Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three:
Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b);
Module Four: Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects under
Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU)
2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the
provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with
rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of
related agreements between the Parties, existing at the time these Clauses are
agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal
data that are transferred and the purpose(s) for which they are transferred, are
specified in Annex I.B.
Clause 7 – Not applicable
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that
the data importer is able, through the implementation of appropriate technical
and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data exporter has informed the data importer that it acts as
processor under the instructions of its controller(s), which the data exporter
shall make available to the data importer prior to processing.
(b) The data importer shall process the personal data only on documented
instructions from the controller, as communicated to the data importer by the
data exporter, and any additional documented instructions from the data
exporter. Such additional instructions shall not conflict with the instructions
from the controller. The controller or data exporter may give further documented
instructions regarding the data processing throughout the duration of the
contract.
(c) The data importer shall immediately inform the data exporter if it is
unable to follow those instructions. Where the data importer is unable to follow
the instructions from the controller, the data exporter shall immediately notify
the controller.
(d) The data exporter warrants that it has imposed the same data
protection obligations on the data importer as set out in the contract or other
legal act under Union or Member State law between the controller and the data
exporter ([6]).
8.2 Purpose limitation
The data importer shall process the personal data only for the specific
purpose(s) of the transfer, as set out in Annex I.B., unless on further
instructions from the controller, as communicated to the data importer by the
data exporter, or from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the
Appendix as completed by the Parties, available to the data subject free of
charge. To the extent necessary to protect business secrets or other
confidential information, including personal data, the data exporter may redact
part of the text of the Appendix prior to sharing a copy, but shall provide a
meaningful summary where the data subject would otherwise not be able to
understand its content or exercise his/her rights. On request, the Parties shall
provide the data subject with the reasons for the redactions, to the extent
possible without revealing the redacted information.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is
inaccurate, or has become outdated, it shall inform the data exporter without
undue delay. In this case, the data importer shall cooperate with the data
exporter to rectify or erase the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified
in Annex I.B. After the end of the provision of the processing services, the
data importer shall, at the choice of the data exporter, delete all personal
data processed on behalf of the controller and certify to the data exporter that
it has done so, or return to the data exporter all personal data processed on
its behalf and delete existing copies. Until the data is deleted or returned,
the data importer shall continue to ensure compliance with these Clauses. In
case of local laws applicable to the data importer that prohibit return or
deletion of the personal data, the data importer warrants that it will continue
to ensure compliance with these Clauses and will only process it to the extent
and for as long as required under that local law. This is without prejudice to
Clause 14, in particular the requirement for the data importer under Clause
14(e) to notify the data exporter throughout the duration of the contract if it
has reason to believe that it is or has become subject to laws or practices not
in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter
shall implement appropriate technical and organisational measures to ensure the
security of the data, including protection against a breach of security leading
to accidental or unlawful destruction, loss, alteration, unauthorised disclosure
or access to that data (hereinafter ‘personal data breach’). In assessing the
appropriate level of security, they shall take due account of the state of the
art, the costs of implementation, the nature, scope, context and purpose(s) of
processing and the risks involved in the processing for the data subject. The
Parties shall in particular consider having recourse to encryption or
pseudonymisation, including during transmission, where the purpose of processing
can be fulfilled in that manner. In case of pseudonymisation, the additional
information for attributing the personal data to a specific data subject shall,
where possible, remain under the exclusive control of the data exporter or the
controller. In complying with its obligations under this paragraph, the data
importer shall at least implement the technical and organisational measures
specified in Annex II. The data importer shall carry out regular checks to
ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the data to members of its
personnel only to the extent strictly necessary for the implementation,
management and monitoring of the contract. It shall ensure that persons
authorised to process the personal data have committed themselves to
confidentiality or are under an appropriate statutory obligation of
confidentiality.
(c) In the event of a personal data breach concerning personal data
processed by the data importer under these Clauses, the data importer shall take
appropriate measures to address the breach, including measures to mitigate its
adverse effects. The data importer shall also notify, without undue delay, the
data exporter and, where appropriate and feasible, the controller after having
become aware of the breach. Such notification shall contain the details of a
contact point where more information can be obtained, a description of the
nature of the breach (including, where possible, categories and approximate
number of data subjects and personal data records concerned), its likely
consequences and the measures taken or proposed to address the data breach,
including measures to mitigate its possible adverse effects. Where, and in so
far as, it is not possible to provide all information at the same time, the
initial notification shall contain the information then available and further
information shall, as it becomes available, subsequently be provided without
undue delay.
(d) The data importer shall cooperate with and assist the data exporter
to enable the data exporter to comply with its obligations under Regulation (EU)
2016/679, in particular to notify its controller so that the latter may in turn
notify the competent supervisory authority and the affected data subjects,
taking into account the nature of processing and the information available to
the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin,
political opinions, religious or philosophical beliefs, or trade union
membership, genetic data, or biometric data for the purpose of uniquely
identifying a natural person, data concerning health or a person’s sex life or
sexual orientation, or data relating to criminal convictions and offences
(hereinafter ‘sensitive data’), the data importer shall apply the specific
restrictions and/or additional safeguards set out in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on
documented instructions from the controller, as communicated to the data
importer by the data exporter. In addition, the data may only be disclosed to a
third party located outside the European Union ([7]) (in the same country as the
data importer or in another third country, hereinafter ‘onward transfer’) if the
third party is or agrees to be bound by these Clauses, under the appropriate
Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy
decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the
onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to
Articles 46 or 47 of Regulation (EU) 2016/679;
(iii) the onward transfer is necessary for the establishment, exercise or
defence of legal claims in the context of specific administrative, regulatory or
judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital
interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the
other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries
from the data exporter or the controller that relate to the processing under
these Clauses.
(b) The Parties shall be able to demonstrate compliance with these
Clauses. In particular, the data importer shall keep appropriate documentation
on the processing activities carried out on behalf of the controller.
(c) The data importer shall make all information necessary to demonstrate
compliance with the obligations set out in these Clauses available to the data
exporter, which shall provide it to the controller.
(d) The data importer shall allow for and contribute to audits by the
data exporter of the processing activities covered by these Clauses, at
reasonable intervals or if there are indications of non-compliance. The same
shall apply where the data exporter requests an audit on instructions of the
controller. In deciding on an audit, the data exporter may take into account
relevant certifications held by the data importer.
(e) Where the audit is carried out on the instructions of the controller,
the data exporter shall make the results available to the controller.
(f) The data exporter may choose to conduct the audit by itself or
mandate an independent auditor. Audits may include inspections at the premises
or physical facilities of the data importer and shall, where appropriate, be
carried out with reasonable notice.
(g) The Parties shall make the information referred to in paragraphs (b)
and (c), including the results of any audits, available to the competent
supervisory authority on request.
Clause 9
Use of sub-processors
(a) The data importer has the controller’s general authorisation for the
engagement of sub-processor(s) from an agreed list. The data importer shall
specifically inform the controller in writing of any intended changes to that
list through the addition or replacement of sub-processors at least 3 business
days in advance, thereby giving the controller sufficient time to be able to
object to such changes prior to the engagement of the sub-processor(s). The data
importer shall provide the controller with the information necessary to enable
the controller to exercise its right to object. The data importer shall inform
the data exporter of the engagement of the sub-processor(s).
(b) Where the data importer engages a sub-processor to carry out specific
processing activities (on behalf of the controller), it shall do so by way of a
written contract that provides for, in substance, the same data protection
obligations as those binding the data importer under these Clauses, including in
terms of third-party beneficiary rights for data subjects. ([8]) The Parties
agree that, by complying with this Clause, the data importer fulfils its
obligations under Clause 8.8. The data importer shall ensure that the
sub-processor complies with the obligations to which the data importer is
subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s or
controller’s request, a copy of such a sub-processor agreement and any
subsequent amendments. To the extent necessary to protect business secrets or
other confidential information, including personal data, the data importer may
redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter
for the performance of the sub-processor’s obligations under its contract with
the data importer. The data importer shall notify the data exporter of any
failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with
the sub-processor whereby – in the event the data importer has factually
disappeared, ceased to exist in law or has become insolvent – the data exporter
shall have the right to terminate the sub-processor contract and to instruct the
sub-processor to erase or return the personal data.
Clause 10
Data subject rights
(a) The data importer shall promptly notify the data exporter and, where
appropriate, the controller of any request it has received from a data subject,
without responding to that request unless it has been authorised to do so by the
controller.
(b) The data importer shall assist, where appropriate in cooperation with
the data exporter, the controller in fulfilling its obligations to respond to
data subjects’ requests for the exercise of their rights under Regulation (EU)
2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the
Parties shall set out in Annex II the appropriate technical and organisational
measures, taking into account the nature of the processing, by which the
assistance shall be provided, as well as the scope and the extent of the
assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data
importer shall comply with the instructions from the controller, as communicated
by the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and
easily accessible format, through individual notice or on its website, of a
contact point authorised to handle complaints. It shall deal promptly with any
complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as
regards compliance with these Clauses, that Party shall use its best efforts to
resolve the issue amicably in a timely fashion. The Parties shall keep each
other informed about such disputes and, where appropriate, cooperate in
resolving them.
(c) Where the data subject invokes a third-party beneficiary right
pursuant to Clause 3, the data importer shall accept the decision of the data
subject to:
(i) lodge a complaint with the supervisory authority in the Member State
of his/her habitual residence or place of work, or the competent supervisory
authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of
Clause 18.
(d) The Parties accept that the data subject may be represented by a
not-for-profit body, organisation or association under the conditions set out in
Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the
applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject
will not prejudice his/her substantive and procedural rights to seek remedies in
accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it
causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data
subject shall be entitled to receive compensation, for any material or
non-material damages the data importer or its sub-processor causes the data
subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to
the data subject, and the data subject shall be entitled to receive
compensation, for any material or non-material damages the data exporter or the
data importer (or its sub-processor) causes the data subject by breaching the
third-party beneficiary rights under these Clauses. This is without prejudice to
the liability of the data exporter and, where the data exporter is a processor
acting on behalf of a controller, to the liability of the controller under
Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under
paragraph (c) for damages caused by the data importer (or its sub-processor), it
shall be entitled to claim back from the data importer that part of the
compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the
data subject as a result of a breach of these Clauses, all responsible Parties
shall be jointly and severally liable and the data subject is entitled to bring
an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph
(e), it shall be entitled to claim back from the other Party/ies that part of
the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to
avoid its own liability.
Clause 13
Supervision
1. Where the data exporter is established in an EU Member State: The
supervisory authority with responsibility for ensuring compliance by the
data exporter with Regulation (EU) 2016/679 as regards the data transfer, as
indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls
within the territorial scope of application of Regulation (EU) 2016/679 in
accordance with its Article 3(2) and has appointed a representative pursuant to
Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the
Member State in which the representative within the meaning of Article 27(1) of
Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as
competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls
within the territorial scope of application of Regulation (EU) 2016/679 in
accordance with its Article 3(2) without however having to appoint a
representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The
supervisory authority of one of the Member States in which the data subjects
whose personal data is transferred under these Clauses in relation to the
offering of goods or services to them, or whose behaviour is monitored, are
located, as indicated in Annex I.C, shall act as competent supervisory
authority.
(b) The data importer agrees to submit itself to the jurisdiction of and
cooperate with the competent supervisory authority in any procedures aimed at
ensuring compliance with these Clauses. In particular, the data importer agrees
to respond to enquiries, submit to audits and comply with the measures adopted
by the supervisory authority, including remedial and compensatory measures. It
shall provide the supervisory authority with written confirmation that the
necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws
and practices in the third country of destination applicable to the processing
of the personal data by the data importer, including any requirements to
disclose personal data or measures authorising access by public authorities,
prevent the data importer from fulfilling its obligations under these Clauses.
This is based on the understanding that laws and practices that respect the
essence of the fundamental rights and freedoms and do not exceed what is
necessary and proportionate in a democratic society to safeguard one of the
objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in
contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a),
they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of
the processing chain, the number of actors involved and the transmission
channels used; intended onward transfers; the type of recipient; the purpose of
processing; the categories and format of the transferred personal data; the
economic sector in which the transfer occurs; the storage location of the data
transferred;
(ii) the laws and practices of the third country of destination–
including those requiring the disclosure of data to public authorities or
authorising access by such authorities – relevant in light of the specific
circumstances of the transfer, and the applicable limitations and safeguards
([9]);
(iii) any relevant contractual, technical or organisational safeguards
put in place to supplement the safeguards under these Clauses, including
measures applied during transmission and to the processing of the personal data
in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under
paragraph (b), it has made its best efforts to provide the data exporter with
relevant information and agrees that it will continue to cooperate with the data
exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and
make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if,
after having agreed to these Clauses and for the duration of the contract, it
has reason to believe that it is or has become subject to laws or practices not
in line with the requirements under paragraph (a), including following a change
in the laws of the third country or a measure (such as a disclosure request)
indicating an application of such laws in practice that is not in line with the
requirements in paragraph (a). The data exporter shall forward the notification
to the controller.
(f) Following a notification pursuant to paragraph (e), or if the data
exporter otherwise has reason to believe that the data importer can no longer
fulfil its obligations under these Clauses, the data exporter shall promptly
identify appropriate measures (e.g. technical or organisational measures to
ensure security and confidentiality) to be adopted by the data exporter and/or
data importer to address the situation, if appropriate in consultation with the
controller. The data exporter shall suspend the data transfer if it considers
that no appropriate safeguards for such transfer can be ensured, or if
instructed by the controller or the competent supervisory authority to do so. In
this case, the data exporter shall be entitled to terminate the contract,
insofar as it concerns the processing of personal data under these Clauses. If
the contract involves more than two Parties, the data exporter may exercise this
right to termination only with respect to the relevant Party, unless the Parties
have agreed otherwise. Where the contract is terminated pursuant to this Clause,
Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where
possible, the data subject promptly (if necessary with the help of the data
exporter) if it:
(i) receives a legally binding request from a public authority, including
judicial authorities, under the laws of the country of destination for the
disclosure of personal data transferred pursuant to these Clauses; such
notification shall include information about the personal data requested, the
requesting authority, the legal basis for the request and the response provided;
or
(ii) becomes aware of any direct access by public authorities to personal
data transferred pursuant to these Clauses in accordance with the laws of the
country of destination; such notification shall include all information
available to the importer.
The data exporter shall forward the notification to the controller.
2. If the data importer is prohibited from notifying the data exporter and/or
the data subject under the laws of the country of destination, the data
importer agrees to use its best efforts to obtain a waiver of the
prohibition, with a view to communicating as much information as possible,
as soon as possible. The data importer agrees to document its best efforts
in order to be able to demonstrate them on request of the data exporter.
3. Where permissible under the laws of the country of destination, the data
importer agrees to provide the data exporter, at regular intervals for the
duration of the contract, with as much relevant information as possible on
the requests received (in particular, number of requests, type of data
requested, requesting authority/ies, whether requests have been challenged
and the outcome of such challenges, etc.). The data exporter shall forward
the information to the controller.
4. The data importer agrees to preserve the information pursuant to paragraphs
(a) to (c) for the duration of the contract and make it available to the
competent supervisory authority on request.
5. Paragraphs (a) to (c) are without prejudice to the obligation of the data
importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter
promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimization
(a) The data importer agrees to review the legality of the request for
disclosure, in particular whether it remains within the powers granted to the
requesting public authority, and to challenge the request if, after careful
assessment, it concludes that there are reasonable grounds to consider that the
request is unlawful under the laws of the country of destination, applicable
obligations under international law and principles of international comity. The
data importer shall, under the same conditions, pursue possibilities of appeal.
When challenging a request, the data importer shall seek interim measures with a
view to suspending the effects of the request until the competent judicial
authority has decided on its merits. It shall not disclose the personal data
requested until required to do so under the applicable procedural rules. These
requirements are without prejudice to the obligations of the data importer under
Clause 14(e).
(b) The data importer agrees to document its legal assessment and any
challenge to the request for disclosure and, to the extent permissible under the
laws of the country of destination, make the documentation available to the data
exporter. It shall also make it available to the competent supervisory authority
on request. The data exporter shall make the assessment available to the
controller.
(c) The data importer agrees to provide the minimum amount of information
permissible when responding to a request for disclosure, based on a reasonable
interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is
unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or
unable to comply with these Clauses, the data exporter shall suspend the
transfer of personal data to the data importer until compliance is again ensured
or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract,
insofar as it concerns the processing of personal data under these Clauses,
where:
(i) the data exporter has suspended the transfer of personal data to the
data importer pursuant to paragraph (b) and compliance with these Clauses is not
restored within a reasonable time and in any event within one month of
suspension;
(ii) the data importer is in substantial or persistent breach of these
Clauses; or
(iii) the data importer fails to comply with a binding decision of a
competent court or supervisory authority regarding its obligations under these
Clauses.
In these cases, it shall inform the competent supervisory authority and the
controller of such non-compliance. Where the contract involves more than two
Parties, the data exporter may exercise this right to termination only with
respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of
the contract pursuant to paragraph (c) shall at the choice of the data exporter
immediately be returned to the data exporter or deleted in its entirety. The
same shall apply to any copies of the data. The data importer shall certify the
deletion of the data to the data exporter. Until the data is deleted or
returned, the data importer shall continue to ensure compliance with these
Clauses. In case of local laws applicable to the data importer that prohibit the
return or deletion of the transferred personal data, the data importer warrants
that it will continue to ensure compliance with these Clauses and will only
process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses
where (i) the European Commission adopts a decision pursuant to Article 45(3) of
Regulation (EU) 2016/679 that covers the transfer of personal data to which
these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal
framework of the country to which the personal data is transferred. This is
without prejudice to other obligations applying to the processing in question
under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States,
provided such law allows for third-party beneficiary rights. The Parties agree
that this shall be the law of the Republic of Ireland.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the
courts of an EU Member State.
(b) The Parties agree that those shall be the courts of Dublin, Ireland.
(c) A data subject may also bring legal proceedings against the data
exporter and/or data importer before the courts of the Member State in which
he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such
courts.
APPENDIX
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: As defined in the Agreement
Address: As defined in the Agreement
Contact person’s name, position and contact details: As defined in the Agreement
Activities relevant to the data transferred under these Clauses: To receive the
services from the data importer.
Signature and date: The effective date of the Agreement.
Role: Data Processor
Data importer(s):
Name: Securiti, Inc.
Address: 300 Santana Row Suite 450. San Jose, CA 95128
Contact person’s name, position and contact details: James Stoddard, VP Finance,
408-401-1160, james.stoddard@securiti.ai
Activities relevant to the data transferred under these Clauses: To provide the
services to the data exporter.
Signature and date: The effective date of the Agreement.
Role: Data Processor (Sub-Processor)
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
As described in Schedule 1 of the DPA
Categories of personal data transferred
As described in Schedule 1 of the DPA.
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 specialised
training), keeping a record of access to the data, restrictions for onward
transfers or additional security measures.
As described in Schedule 1 of Securiti’s DPA [https://securiti.ai/terms/].
The frequency of the transfer (e.g. whether the data is transferred on a one-off
or continuous basis).
Transfers will occur on an ongoing basis as reasonably required under the
Agreement.
Nature of the processing
As described in Schedule 1 of the DPA.
Purpose(s) of the data transfer and further processing
As described in Schedule 1 of the DPA.
The period for which the personal data will be retained, or, if that is not
possible, the criteria used to determine that period
For the duration of the Agreement and in accordance with the DPA.
For transfers to (sub-) processors, also specify subject matter, nature and
duration of the processing
As described in Schedule 1 of the DPA.
C. COMPETENT SUPERVISORY AUTHORITY
The Irish competent supervisory authority identified above.
--------------------------------------------------------------------------------
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL
MEASURES TO ENSURE THE SECURITY OF THE DATA
Securiti maintains a comprehensive, written information security program that
contains administrative, technical, and physical safeguards that are appropriate
to (a) the size, scope and type of Securiti’s business; (b) the type of
information that Securiti will store; and (c) the need for security and
confidentiality of such information.
Securiti’s security program includes:
1. Security Awareness and Training. A mandatory security awareness and
training program for all members of Securiti’s workforce (including management),
which includes:
* Training on how to implement and comply with its Information Security
Program; and
* Promoting a culture of security awareness through periodic communications
from senior management with employees.
2. Access Controls. Policies, procedures, and logical controls:
* To limit access to its information systems and the facility or facilities in
which they are housed to properly authorized persons;
* To prevent those workforce members and others who should not have access from
obtaining access; and
* To remove access in a timely basis in the event of a change in job
responsibilities or job status.
3. Physical and Environmental Security. Controls that provide reasonable
assurance that access to physical servers at the production data center, if
applicable, is limited to properly authorized individuals and that environmental
controls are established to detect, prevent and control destruction due to
environmental extremes. These controls are implemented by Amazon Web Services
(AWS) and they are listed here:
https://aws.amazon.com/compliance/data-center/controls/. Specific to Securiti:
* Logging and monitoring of unauthorized access attempts to the data center by
the data center security personnel;
* Camera surveillance systems at critical internal and external entry points to
the data center, with retention of data per legal or compliance requirements;
* Systems that monitor and control the air temperature and humidity at
appropriate levels for the computing equipment; and
* Redundant power supply modules and backup generators that provide backup
power in the event of an electrical failure, 24 hours a day.
4. Security Incident Procedures. A security incident response plan that
includes procedures to be followed in the event of any Security Breach. Such
procedures include:
* Roles and responsibilities: formation of an internal incident response team
with a response leader;
* Investigation: assessing the risk the incident poses and determining who may
be affected;
* Communication: internal reporting as well as a notification process in the
event of unauthorized disclosure of Customer Data;
* Recordkeeping: keeping a record of what was done and by whom to help in later
analysis and possible legal action; and
* Audit: conducting and documenting root cause analysis and remediation plan.
5. Contingency Planning. Policies and procedures for responding to an
emergency or other occurrence (for example, fire, vandalism, system failure,
pandemic flu, and natural disaster) that could damage Customer Data or
production systems that contain Customer Data. Such procedures include:
* Data Backups: A policy for performing periodic backups of production data
sources, as applicable, according to a defined schedule;
* Disaster Recovery: A formal disaster recovery plan for the production data
center, including:
* Requirements for the disaster plan to be tested on a regular basis, currently
twice a year; and
* A documented executive summary of the Disaster Recovery testing, at least
annually, which is available upon request to customers.
* Business Continuity Plan: A formal process to address the framework by which
an unplanned event might be managed in order to minimize the loss of vital
resources.
6. Audit Controls. Hardware, software, and/or procedural mechanisms that
record and examine activity in information systems that contain or use
electronic information.
7. Data Integrity. Policies and procedures to ensure the
confidentiality, integrity, and availability of Customer Data and protect it
from disclosure, improper alteration, or destruction.
8. Storage and Transmission Security. Security measures to guard against
unauthorized access to Customer Data that is being transmitted over a public
electronic communications network or stored electronically. Such measures
include requiring encryption of any Customer Data stored on desktops, laptops or
other removable storage devices.
9. Secure Disposal. Policies and procedures regarding the secure
disposal of tangible property containing Customer Data, taking into account
available technology so that Customer Data cannot be practicably read or
reconstructed.
10. Assigned Security Responsibility. Assigning responsibility for the
development, implementation, and maintenance of Securiti’s security program,
including:
* Designating a security official with overall responsibility;
* Defining security roles and responsibilities for individuals with security
responsibilities; and
* Designating a Security Council consisting of cross-functional management
representatives to meet on a regular basis.
11. Testing. Regularly testing the key controls, systems and procedures
of its information security program to validate that they are properly
implemented and effective in addressing the threats and risks identified. Where
applicable, such testing includes:
* Internal risk assessments;
* Service Organization Control 2 (SOC2) audit reports (or industry-standard
successor reports).
12. Monitoring. Network and systems monitoring, including error logs on
servers, disks and security events for any potential problems. Such monitoring
includes:
* Reviewing changes affecting systems handling authentication, authorization,
and auditing;
* Reviewing privileged access to Securiti production systems; and
* Engaging third parties to perform network vulnerability assessments and
penetration testing on a regular basis.
13. Change and Configuration Management. Maintaining policies and
procedures for managing changes Securiti makes to production systems,
applications, and databases. Such policies and procedures include:
* process for documenting, testing and approving the patching and maintenance
of the Securiti Product;
* A security patching process that requires patching systems in a timely manner
based on a risk analysis; and
* A process for Securiti to utilize a third party to conduct application level
security assessments. These assessments generally include testing, where
applicable, for:
* Cross-site request forgery
* Services scanning
* Improper input handling (e.g. cross-site scripting, SQL injection, XML
injection, cross-site flashing)
* XML and SOAP attacks
* Weak session management
* Data validation flaws and data model constraint inconsistencies
* Insufficient authentication
* Insufficient authorization
14. Program Adjustments. Monitoring, evaluating, and adjusting, as
appropriate, the security program in light of:
* Any relevant changes in technology and any internal or external threats to
Securiti or the Customer Data;
* Security and data privacy regulations applicable to Securiti; and
* Securiti’s own changing business arrangements, such as mergers and
acquisitions, alliances and joint ventures, outsourcing arrangements, and
changes to information systems.
15. Devices – Ensuring that all laptop and desktop computing devices
utilized by Securiti and any subcontractors when accessing Customer Data:
* will be equipped with a minimum of AES 128 bit full hard disk drive
encryption;
* will have up to date virus and malware detection and prevention software
installed with virus definitions updated on a regular basis; and
* will maintain virus and malware detection and prevention software so as to
remain on a supported release. This will include, but not be limited to,
promptly implementing any applicable security-related enhancement or fix made
available by the supplier of such software.
16. Data Security Breach. “Security Breach” means any security incident
if there is a reason to believe Customer Data has been or may have been accessed
by an unauthorized party.
* Securiti will notify Customer of a Security Breach as soon as practicable,
but no later than twenty-four (24) hours after Securiti becomes aware of it,
by e-mailing Customer with a read receipt at a Customer designated email
address, with a copy by e-mail to Securiti’s primary business contact within
Customer.
* Securiti agrees that unless required by law, it shall not inform any third
party that a Security Breach without Approval. Further, Securiti agrees that
Customer shall have the sole right to determine whether notice of the
Security Breach is to be provided to consumers associated with Customer Data.
17. Return or Destruction of Customer Data.
* Customer Data may be deleted by Securiti following the termination or
suspension of Customer’s use of the Securiti Product.
* Customer may request that Securiti delete Customer Data by notifying the
Securiti support team via a ticket filed using the Customer Support link in a
Securiti account, or via an email to support@securiti.ai. Upon Securiti
receiving confirmation from Customer of the deletion request, Securiti will
delete all Customer Data from online systems within one business week of such
confirmation.
* Securiti may retain Customer Data to the extent required by applicable laws
and only to the extent and for such period as required by applicable law.
--------------------------------------------------------------------------------
ANNEX III
LIST OF SUB-PROCESSORS
The controller has authorized the use of the following sub-processors.
As described in the Sub-processors List of Securiti’s DPA.
DATA PROCESSING AGREEMENT/ADDENDUM
This Data Processing Agreement (“DPA”), made and entered into as of this ____
day of ____, 2022, forms part of the Securiti Customer Agreement (the
“Agreement”). You acknowledge that you, on behalf of [______] incorporated
under __________ law, with its principal offices located at
____________________ (“Organization”) (collectively, ”You”, ”Your”, “Client”,
or “Data Controller”) have read and understood and agree to comply with this
DPA, and are entering into a binding legal agreement with Securiti as defined
below (“Securiti”, ”Us”, ”We”, ”Our”, “Service Provider” or “Data Processor”) to
reflect the parties’ agreement with regard to the Processing of Client Personal
Data (as such terms are defined below). Both parties shall be referred to as the
“Parties” and each, a “Party”.
WHEREAS, Securiti shall provide the services set forth in the Agreement
(collectively, the “Services”) for Client, as described in the Agreement; and
WHEREAS, In the course of providing the Services pursuant to the
Agreement, we may process Client Personal Data on your behalf, in the capacity
of a “Data Processor”; and the Parties wish to set forth the arrangements
concerning the processing of Client Personal Data (defined below) within the
context of the Services and agree to comply with the following provisions with
respect to any Client Personal Data, each acting reasonably and in good faith.
NOW THEREFORE, in consideration of the mutual promises set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Parties, the parties, intending to be legally bound,
agree as follows:
1. INTERPRETATION AND DEFINITIONS
1. The headings contained in this DPA are for convenience only and shall not be
interpreted to limit or otherwise affect the provisions of this DPA.
2. References to clauses or sections are references to the clauses or sections
of this DPA unless otherwise stated.
3. Words used in the singular include the plural and vice versa, as the context
may require.
4. Capitalized terms not defined herein shall have the meanings assigned to
such terms in the Agreement.
5. Definitions:
1. “Affiliate” means an entity that directly or indirectly Controls, is
Controlled by, or is under common Control with another entity, so long as
such Control exists. For the purposes of this definition, “Control” means
direct or indirect ownership or control of more than 50% of the voting
interests of the subject entity.
2. “Authorized Affiliate” means any of Client’s Affiliate(s) which (a) is
subject to the Data Protection Laws And Regulations of the European Union,
the European Economic Area and/or their member states, Switzerland and/or
the United Kingdom, and (b) is permitted to use the Services pursuant to
the Agreement between Client and Securiti, but has not signed its own
agreement with Securiti and is not a “Customer” as defined under the
Agreement.
3. “Client Personal Data” means any Personal Data Processed by Securiti on
behalf of Client or a third party Data Controller (as applicable) in
connection with the Services.
4. “Controller” or “Data Controller” means the entity which determines the
purposes and means of the Processing of Personal Data as defined by the
GDPR. For the purposes of this DPA only, and except where indicated
otherwise, the term “Data Controller” shall include the Organization and/or
the Organization’s Authorized Affiliates.
5. “Data Protection Laws and Regulations” means (i) the GDPR, as defined
herein; (ii) the Data Protection Act 2018 of the United Kingdom, as amended
from time to time, and including any substantially similar legislation that
replaces the DPA 2018; and (iii) the national legislation of the Swiss
Confederation on the protection of Data Subjects with regard to the
processing of Personal Data and on the free movement of such data, as
amended from time to time, and other data protection or privacy legislation
in force from time to time in the Swiss Confederation;
6. “Data Subject” means the identified or identifiable person to whom the
Personal Data relates.
7. “Member State” means a country that belongs to the European Union and/or
the European Economic Area. “Union” means the European Union.
8. “GDPR” means (i) Regulation (EU) 2016/679 together with applicable
legislation implementing or supplementing the same or otherwise relating to
the processing of Personal Data of natural persons; and (ii) the retained
Regulation (EU) 2016/679 in the United Kingdom (“UK GDPR”).
9. “Personal Data” means any information relating to an identified or
identifiable natural person; an identifiable natural person is one who can
be identified, directly or indirectly, in particular by reference to an
identifier such as a name, an identification number, location data, an
online identifier or to one or more factors specific to the physical,
physiological, genetic, mental, economic, cultural or social identity of
that natural person.
10. “Process(ing)” means any operation or set of operations which is performed
upon Personal Data, whether or not by automatic means, such as collection,
recording, organization, structuring, storage, adaptation or alteration,
retrieval, consultation, use, disclosure by transmission, dissemination or
otherwise making available, alignment or combination, restriction, erasure
or destruction.
11. “Processor” or “Data Processor” means the entity which Processes Personal
Data on behalf of the Controller as defined by the GDPR.
12. “Security Documentation” means the Security Documentation applicable to the
specific Services purchased by Client, as updated from time to time, and as
made reasonably available by Securiti.
13. “Securiti” means Securiti Inc. and any of its affiliates or subsidiaries.
14. “Securiti Group” means Securiti and its Affiliates engaged in the
Processing of Personal Data.
15. “Sub-processor” means any Processor engaged by Securiti to Process Personal
Data on behalf of Client.
16. “Supervisory Authority” means an independent public authority which is
established by an EU Member State or the United Kingdom pursuant to the
GDPR.
2. PROCESSING OF CLIENT PERSONAL DATA
1. Roles of the Parties. This DPA applies to the Processing of Client Personal
Data by Securiti. For the purposes of this DPA, (i) Client is the Data
Controller; (ii) with respect to Client Personal Data for which Client is
the Data Controller, Securiti is the Data Processor Processing such Client
Personal Data on Client’s behalf; (iii) with respect to Client Personal Data
for which Client is a Data Processor for a third party Data Controller,
Securiti is a Sub-processor to Process Client Personal Data on the third
party Data Controller’s behalf. To the extent Securiti acts as a
Sub-processor to a third party Data Controller, (a) Client will convey to
Securiti any notifications given by the third party Data Controller insofar
as they relate to the Services provided by Securiti; b) any instructions or
authorizations given by Client to Securiti under this DPA or otherwise
relating to the Processing of Client Personal Data are the instructions and
authorizations given by the third party Data Controller.
2. Client’s Processing of Personal Data. Client shall, in its use of the
Services, Process Personal Data in accordance with the requirements of Data
Protection Laws and Regulations and comply at all times with the obligations
applicable to Data Controllers under Data Protection Laws and Regulations,
as applicable, (including, without limitation, Article 24 of the GDPR), to
the extent Client acts as a Controller under the Ag reement. For the
avoidance of doubt, Client’s instructions for the Processing of Personal
Data shall comply with Data Protection Laws and Regulations. Client shall
have sole responsibility for the means by which Client acquired Personal
Data. Without limitation and in any case, Client shall comply with any and
all transparency-related obligations under Data Protection Laws and
Regulations as applicable (including, without limitation, displaying any and
all relevant and required privacy notices or policies) and shall at all
times have any and all ongoing legal bases, consents, and authorizations
required by applicable Data Protection Laws and Regulations in order to
collect, Process and transfer to Securiti the Client Personal Data and to
authorize the Processing by Securiti of Client Personal Data. In particular,
and without limiting the foregoing, Client shall be responsible for ensuring
that any Data Subjects whose Client Personal Data is subject to PIPEDA have
received notice of, and have provided consent as may be required for, the
transfer of data to the United States for Processing by Securiti. Client
shall defend, hold harmless and indemnify Securiti, its Affiliates and
subsidiaries (including without limitation their directors, officers,
agents, subcontractors and/or employees) from and against any liability of
any kind related to any breach, violation or infringement by Client and/or
its authorized users of any Data Protection Laws and Regulations and/or this
DPA and/or this Section.
3. Securiti’s Processing of Client Personal Data.
1. Subject to the Agreement, Securiti shall Process Client Personal Data in
accordance with Client’s documented instructions, including as necessary for
the performance of the Services and for the performance of the Agreement and
this DPA, unless otherwise required by Union or Member State law or any
other applicable to which Securiti is subject, in which case Securiti shall
inform the Client of the legal requirement before processing, unless that
law prohibits such information on important grounds of public interest. The
duration of the Processing, the nature and purposes of the Processing, as
well as the types of Personal Data Processed and categories of Data Subjects
under this DPA are further specified in Schedule 1 (Details of the
Processing) to this DPA.
2. To the extent that Securiti considers such an instruction issued by Client
to be unlawful, Securiti (i) shall inform Client of its determination, (ii)
may, without any kind of liability towards Client, temporarily cease all
Processing of the affected Client Personal Data (other than securely storing
those data), and (iii) if the Parties do not agree on a resolution to the
issue in question and the costs thereof, each Party may, as its sole remedy,
terminate the Agreement and this DPA solely with respect to the affected
Processing, and Client shall pay to Securiti all the amounts owed to
Securiti or due before the date of termination. Client will have no further
claims against Securiti (including, without limitation, requesting refunds
for Services) due to the termination of the Agreement and/or the DPA in
accordance with this paragraph (excluding the obligations relating to the
termination of this DPA set forth below).
3. Securiti will not be liable in the event of any claim brought by a third
party, including, without limitation, a Data Subject, arising from any act
or omission of Securiti, to the extent that such is a result of Client’s
instructions.
4. If Client provides Securiti or any of the entities of the Securiti Group
with instructions, requests, suggestions, comments or feedback (whether
orally or in writing) with respect to the Services, Client acknowledges that
any and all rights, including intellectual property rights, therein shall
belong exclusively to Securiti and that such shall be considered Securiti’s
intellectual property without restrictions or limitations of any kind, and
Client hereby irrevocably and fully transfers and assigns to Securiti any
and all intellectual property rights therein and waives any and all moral
rights that Client may have in respect thereto.
3. RIGHTS OF DATA SUBJECTS
If Securiti receives a request from a Data Subject to exercise its right to be
informed, right of access, right to rectification, erasure, restriction of
Processing, data portability, right to object, or its right not to be subject to
a decision solely based on automated processing, including profiling (“Data
Subject Request”), Securiti shall, to the extent legally permitted, promptly
notify and forward such Data Subject Request to Client. Taking into account the
nature of the Processing, Securiti shall use commercially reasonable efforts to
assist Client using appropriate technical and organizational measures, insofar
as this is possible, for the fulfilment of Client’s obligation to respond to a
Data Subject Request under Data Protection Laws and Regulations. To the extent
legally permitted, Client shall be responsible for any costs arising from
Securiti’s provision of such assistance.
4. SECURITI PERSONNEL
1. Confidentiality. Securiti shall ensure that authorized persons engaged in
the Processing of Client Personal Data have committed themselves to
confidentiality or are under an appropriate statutory or other obligation of
confidentiality.
2. Securiti may disclose and Process the Client Personal Data (a) as permitted
hereunder (b) to the extent required by a court of competent jurisdiction or
other Supervisory Authority and/or otherwise as required by applicable laws
or applicable Data Protection Laws and Regulations.
5. AUTHORIZATION REGARDING SUB-PROCESSORS
1. General Authorization for Use of Sub-processors. Client hereby expressly and
generally authorizes Securiti to engage Sub-processors to Process Client
Personal Data, and Securiti’s current list of Sub-processors is enclosed in
Schedule 2 to the DPA.
2. Notification for Change in Sub-processors. Securiti shall provide
notification of any new Sub-processor(s) before authorizing such new
Sub-processor(s) to Process Client Personal Data in connection with the
provision of the Services. In order to receive such notification, Client
shall subscribe to notifications of new Sub-processors on the Securiti
website, available at https://status.securiti.ai.
3. Objection Right for New Sub-processors. Client may reasonably object to
Securiti’s use of a new Sub-processor for reasons related to the GDPR by
notifying Securiti promptly in writing at privacy@securiti.ai within three
(3) business days after receipt of Securiti’s notice in accordance with the
mechanism set out in Section 5.2, and such written objection shall include
the reasons related to the GDPR for objecting to Securiti’s use of such new
Sub-processor. Failure to object to such new Sub-processor in writing within
three (3) business days following Securiti’s notice shall be deemed as
acceptance of the new Sub-Processor. In the event Client reasonably objects
to a new Sub-processor, Securiti will use reasonable efforts to make
available to Client a change in the Services or recommend a commercially
reasonable change to Client’s use of the Services to avoid Processing of
Client Personal Data by the objected-to new Sub-processor without
unreasonably burdening the Client. If Securiti is unable to make available
such change within a reasonable period of time, which shall not exceed
thirty (30) days, Client may, as a sole remedy, terminate the Agreement and
this DPA solely with respect to those Services which cannot be provided by
Securiti without the use of the objected-to new Sub-processor. Client must
exercise this remedy by providing written notice to Securiti, provided that
all amounts due under the Agreement before the termination date with respect
to the Processing at issue shall be duly paid to Securiti. Until a decision
is made regarding the new Sub-processor, Securiti may temporarily suspend
the Processing of the affected Personal Data. Client will have no further
claims against Securiti due to the termination of the Agreement (including,
without limitation, requesting refunds) and/or the DPA in accordance with
this paragraph.
4. Agreements with Sub-processors. Securiti, in engaging Sub-processors to
Process Client Personal Data, agrees to impose contractual terms on such
Sub-processors that are materially as protective as those set forth in this
DPA. For the avoidance of doubt, this Section 5.3 shall not apply to
subcontractors of Securiti that provide ancillary services to support the
performance of this DPA and do not directly receive Client Personal Data
from Securiti, such as telecommunication services, maintenance and user
services, cleaning staff or auditors.
6. SECURITY
1. Controls for the Protection of Client Personal Data. Taking into account the
state of the art, the costs of implementation, the scope, context, purposes
of the Processing, as well as the risk of varying likelihood and impact on
the rights and freedoms of natural persons, Securiti shall maintain
appropriate technical and organizational measures pursuant to Article 32 of
the GDPR for protection of the security (including protection against
unauthorized or unlawful Processing and against accidental or unlawful
destruction, loss or alteration or damage, unauthorized disclosure of, or
access to, Personal Data), confidentiality and integrity of Personal Data,
as set forth in the Security Documentation which are hereby approved by
Client. Any amendment to such agreed measures that is necessitated by
Articles 32 to 36 of GDPR due to a change in the types of Personal Data
Processed shall be dealt with via an agreed change control process between
Securiti and Client.
2. Third-Party Certifications and Audits. At Client’s cost and expense, and in
accordance with this Section 6.2, Securiti shall allow for and contribute to
audits, including inspections of Securiti, conducted by the Client (only to
the extent that Client is not a competitor of Securiti) or another auditor
mandated by Client (who is not a direct or indirect competitor of Securiti)
provided that the parties shall agree on the scope, methodology, timing and
conditions of such audits and inspections. Upon Client’s written request
once per year during the term of this DPA, and subject to the
confidentiality obligations set forth in the Agreement and this DPA,
Securiti shall make available to Client (only to the extent that Client is
not a competitor of Securiti), or Client’s independent, third-party auditor
that is not a competitor of Securiti, a copy of Securiti’s then most recent
third-party audits or certifications, as applicable (provided, however, that
such audits, certifications and the results therefrom, including the
documents reflecting the outcome of the audit and/or the certifications,
shall only be used by Client to assess compliance with this DPA and/or with
applicable Data Protection Laws and Regulations, and shall not be used for
any other purpose or disclosed to any third party without Securiti’s prior
written approval and, upon Securiti’s request, Client shall return all
records or documentation in Client’s possession or control in the context of
the audit and/or the certification).. Notwithstanding anything to the
contrary, such audits and/or inspections shall not contain, involve, or
impact any information that does not belong to the Client.
7. PERSONAL DATA INCIDENT MANAGEMENT AND NOTIFICATION
To the extent required under applicable Data Protection Laws and Regulations,
Securiti shall notify Client without undue delay after becoming aware of a
breach of security leading to the accidental or unlawful destruction, loss,
alteration, unauthorized disclosure of, or access to Client Personal Data (a
“Personal Data Incident”). Securiti shall make reasonable efforts to identify
the cause of such Personal Data Incident and take those steps as Securiti deems
necessary and reasonable in order to remediate the cause of such a Personal Data
Incident. The obligations herein shall not apply to incidents that are caused by
Client or Client’s users. In any event, Client will be the party responsible for
notifying supervisory authorities and/or concerned data subjects (where required
by Data Protection Laws and Regulations).
8. RETURN AND DELETION OF CLIENT PERSONAL DATA
Subject to the Agreement, Securiti shall, at the choice of Client, delete or
return Client Personal Data to Client upon termination or expiry of the
Agreement, and shall delete existing copies unless applicable law requires
storage of Client Personal Data. If the Client requests Client Personal Data to
be returned, Client Personal Data shall be returned in the format generally
available for Securiti’s Clients. In any event, to the extent required or
allowed by applicable law, Securiti may retain Client Personal Data for evidence
purposes and/or for the establishment, exercise or defence of legal claims
and/or to comply with applicable laws and regulations.
9. AUTHORIZED AFFILIATES
1. Contractual Relationship. The Parties acknowledge and agree that, by
executing the DPA, the Client enters into the DPA on behalf of itself and,
as applicable, in the name and on behalf of its Authorized Affiliates. Each
Authorized Affiliate agrees to be bound by the obligations under this DPA.
All access to and use of the Services by Authorized Affiliates must comply
with the terms and conditions of the Agreement and this DPA and any
violation of the terms and conditions therein by an Authorized Affiliate
shall be deemed a violation by Client.
2. Communication. The Client shall remain responsible for coordinating all
communication with Securiti under the Agreement and this DPA and shall be
entitled to make and receive any communication in relation to this DPA on
behalf of its Authorized Affiliates.
10. TRANSFERS OF DATA
1. Transfers to countries that offer adequate level of data protection. Client
Personal Data may be transferred from the EU Member States, the three EEA
member countries (Norway, Liechtenstein and Iceland) (collectively, “EEA”)
and the United Kingdom to countries that offer adequate level of data
protection under or pursuant to the adequacy decisions published by the
relevant data protection authorities of the EEA, the Union, the Member
States, the European Commission, or the United Kingdom (“Adequacy
Decisions”), without any further safeguard being necessary.
2. Transfers to other countries. If the Processing of Client Personal Data
includes transfers from the EEA to countries outside the EEA which are not
subject to an Adequacy Decision (“Other Countries”), the Parties shall enter
into the standard data protection clauses adopted by the relevant data
protection authorities of the EEA, the Union, the Member States, the
European Commission, or the United Kingdom Information Commissioner’s Office
(“Standard Contractual Clauses”) or comply with any of the other mechanisms
provided for in the GDPR for transferring Personal Data to such Other
Countries. To the maximum extent permitted by law, to the extent that Client
and Securiti use Standard Contractual Clauses as a mechanism to transfer
Client Personal Data, the rights and obligations of the parties shall be
performed in accordance with and subject to this DPA. With respect to
transfers of Client Personal Data made under this section, where Client is a
Controller and Securiti is a Processor, the Standard Contractual Clauses for
transfers from Controller to Processor (available in Schedule 3A of this
DPA) shall apply; where Client is a Processor and Securiti is a
Sub-processor, the Standard Contractual Clauses for transfers and from
Processor to Processor (available in Schedule 3B of this DPA), shall apply.
With respect to transfers of Client Personal Data from the United Kingdom
made under this section, the Standard Contractual Clauses approved by the
ICO for transfers of United Kingdom Personal Data (available in Schedule 3C
of this DPA) shall apply.
11. TERMINATION
This DPA shall automatically terminate upon the termination or expiration of the
Agreement under which the Services are provided. Sections 2.2, 2.3.3, 2.3.4 12,
and 13 shall survive the termination or expiration of this DPA for any
reason. This DPA cannot, in principle, be terminated separately from the
Agreement, except where the Processing ends before the termination of the
Agreement, in which case, this DPA shall automatically terminate.
12. RELATIONSHIP WITH AGREEMENT
In the event of any conflict between the provisions of this DPA and the
provisions of the Agreement, the provisions of this DPA shall prevail over the
conflicting provisions of the Agreement.
13. LIMITATION OF LIABILITY
Securiti’s (including, without limitation, Supplier’s affiliates’ and
subsidiaries’) entire, total and aggregate liability, related to personal data
or information privacy, or for breach of, this DPA and/or Data Protection Laws
and Regulations, including, without limitation, if any, any indemnification
obligation under the Agreement or applicable law regarding data protection or
privacy, shall be subject to the limitation of liability under the Agreement.
14. AMENDMENTS
This DPA may be amended at any time by a written instrument duly signed by each
of the Parties.
15. LEGAL EFFECT
This DPA shall only become legally binding between Client and Securiti when the
formalities steps set out in the Section “INSTRUCTIONS ON HOW TO EXECUTE THIS
DPA” below have been fully completed. Securiti may assign this DPA or its rights
or obligations hereunder to any Affiliate therefor, or to a successor or any
Affiliate thereof, in connection with a merger, consolidation or acquisition of
all or substantially all of its shares, assets or business relating to this DPA
or the Agreement. Any Securiti obligation hereunder may be performed (in whole
or in part) and any Securiti right (including invoice and payment rights) or
remedy may be exercised (in whole or in part) by an Affiliate of Securiti.
16. SIGNATURE
The Parties represent and warrant that they each have the power to enter into,
execute, perform and be bound by this DPA.
You, as the signing person on behalf of Client, represent and warrant that you
have, or you were granted, full authority to bind the Organization and, as
applicable, its Authorized Affiliates to this DPA. If you cannot, or do not have
authority to, bind the Organization and/or its Authorized Affiliates, you shall
not supply or provide Personal Data to Securiti.
By signing this DPA, Client enters into this DPA on behalf of itself and, to the
extent required or permitted under applicable Data Protection Laws and
Regulations, in the name and on behalf of its Authorized Affiliates, if and to
the extent that Securiti processes Personal Data for which such Authorized
Affiliates qualify as the/a “data controller”.
This DPA has been pre-signed on behalf of Securiti.
Instructions on how to execute this DPA.
1. To complete this DPA, you must complete the missing information; and
2. Send the completed and signed DPA to us by email, indicating the Client’s
name, to privacy@securiti.ai.
LIST OF SCHEDULES
* SCHEDULE 1 - DETAILS OF THE PROCESSING
* SCHEDULE 2 - SUB-PROCESSOR LIST
* SCHEDULE 3 – STANDARD CONTRACTUAL CLAUSES FOR CUSTOMERS
* SCHEDULE 3A – CONTROLLER TO PROCESSOR
* SCHEDULE 3B – PROCESSOR TO PROCESSOR
* SCHEDULE 3C – UNITED KINGDOM STANDARD CONTRACTUAL CLAUSES
The parties’ authorized signatories have duly executed this Agreement:
CLIENT: SECURITI INC.
Signature: Signature:
Client Legal Name: Client Legal Name:
Print Name: Print Name:
Title: Title:
Date: Date:
--------------------------------------------------------------------------------
SCHEDULE 1 - DETAILS OF THE PROCESSING
Subject matter and duration
The subject matter and duration of the Processing of the Client Personal Data
are set out in the sections of the Agreement addressing scope of services and
term and as set forth in this DPA.
Nature and Purpose of Processing
The nature and purpose of the Processing of the Client Personal Data are set out
in the sections of the Agreement addressing scope of services and term.
TYPE OF PERSONAL DATA
Client may submit Personal Data to the Services, the extent of which is
determined and controlled by Client in its sole discretion, includes:
* First name
* Last name
* Address
* Phone number
* Email address
* Payment information
* Any other Personal Data or information that the Client decides to provide to
the Securiti or the Services.
In some limited circumstances Personal Data may also come from others sources,
for example, in the case of anti-money laundering research, fraud detection or
as required by applicable law.
CATEGORIES OF DATA SUBJECTS
Client may submit Personal Data to the Services, the extent of which is
determined and controlled by Client in its sole discretion, and which may
include, but is not limited to Personal Data relating to the following
categories of data subjects:
* Client’s customers and/or clients
* Client’s users authorized by Client to use the Services
* Employees, agents, advisors, freelancers of Client (who are natural persons)
* Prospects, Clients, business partners and vendors of Client (who are natural
persons)
* Employees or contact persons of Client’s prospects, Clients, business
partners and vendors
--------------------------------------------------------------------------------
SCHEDULE 2 – SUB-PROCESSOR LIST
Entity Name
Sub-Processing Activities
Entity Country
Amazon Web Services, Inc.
Cloud Service Provider
United States
AWS Jakarta
Cloud Service Provider
Indonesia
Amazon Web Services EMEA SARL
Cloud Service Provider
European Union
Google Cloud Platform
Cloud Service Provider
United States
Zendesk, Inc.
Cloud Customer Support
United States
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 3 – STANDARD CONTRACTUAL CLAUSES
Schedule 3A
To DPA between Securiti and Client
Standard Contractual Clauses
CONTROLLER TO PROCESSOR
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure
compliance with the requirements of Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 on the protection of natural
persons with regard to the processing of personal data and on the free movement
of such data (General Data Protection Regulation) ([1]) for the transfer of data
to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or
other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as
listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from
the data exporter, directly or indirectly via another entity also Party to these
Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as
specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to
therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable
data subject rights and effective legal remedies, pursuant to Article 46(1) and
Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers
from controllers to processors and/or processors to processors, standard
contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679,
provided they are not modified, except to select the appropriate Module(s) or to
add or update information in the Appendix. This does not prevent the Parties
from including the standard contractual clauses laid down in these Clauses in a
wider contract and/or to add other clauses or additional safeguards, provided
that they do not contradict, directly or indirectly, these Clauses or prejudice
the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data
exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party
beneficiaries, against the data exporter and/or data importer, with the
following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two:
Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and
(d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b)
and Clause 8.3(b);
(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three:
Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three:
Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b);
Module Four: Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects under
Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU)
2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the
provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with
rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of
related agreements between the Parties, existing at the time these Clauses are
agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal
data that are transferred and the purpose(s) for which they are transferred, are
specified in Annex I.B.
Clause 7 – Not applicable
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that
the data importer is able, through the implementation of appropriate technical
and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data importer shall process the personal data only on documented
instructions from the data exporter. The data exporter may give such
instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is
unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific
purpose(s) of the transfer, as set out in Annex I.B, unless on further
instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the
Appendix as completed by the Parties, available to the data subject free of
charge. To the extent necessary to protect business secrets or other
confidential information, including the measures described in Annex II and
personal data, the data exporter may redact part of the text of the Appendix to
these Clauses prior to sharing a copy, but shall provide a meaningful summary
where the data subject would otherwise not be able to understand the its content
or exercise his/her rights. On request, the Parties shall provide the data
subject with the reasons for the redactions, to the extent possible without
revealing the redacted information. This Clause is without prejudice to the
obligations of the data exporter under Articles 13 and 14 of Regulation (EU)
2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is
inaccurate, or has become outdated, it shall inform the data exporter without
undue delay. In this case, the data importer shall cooperate with the data
exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified
in Annex I.B. After the end of the provision of the processing services, the
data importer shall, at the choice of the data exporter, delete all personal
data processed on behalf of the data exporter and certify to the data exporter
that it has done so, or return to the data exporter all personal data processed
on its behalf and delete existing copies. Until the data is deleted or returned,
the data importer shall continue to ensure compliance with these Clauses. In
case of local laws applicable to the data importer that prohibit return or
deletion of the personal data, the data importer warrants that it will continue
to ensure compliance with these Clauses and will only process it to the extent
and for as long as required under that local law. This is without prejudice to
Clause 14, in particular the requirement for the data importer under Clause
14(e) to notify the data exporter throughout the duration of the contract if it
has reason to believe that it is or has become subject to laws or practices not
in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter
shall implement appropriate technical and organisational measures to ensure the
security of the data, including protection against a breach of security leading
to accidental or unlawful destruction, loss, alteration, unauthorised disclosure
or access to that data (hereinafter ‘personal data breach’). In assessing the
appropriate level of security, the Parties shall take due account of the state
of the art, the costs of implementation, the nature, scope, context and
purpose(s) of processing and the risks involved in the processing for the data
subjects. The Parties shall in particular consider having recourse to encryption
or pseudonymisation, including during transmission, where the purpose of
processing can be fulfilled in that manner. In case of pseudonymisation, the
additional information for attributing the personal data to a specific data
subject shall, where possible, remain under the exclusive control of the data
exporter. In complying with its obligations under this paragraph, the data
importer shall at least implement the technical and organisational measures
specified in Annex II. The data importer shall carry out regular checks to
ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members
of its personnel only to the extent strictly necessary for the implementation,
management and monitoring of the contract. It shall ensure that persons
authorised to process the personal data have committed themselves to
confidentiality or are under an appropriate statutory obligation of
confidentiality.
(c) In the event of a personal data breach concerning personal data
processed by the data importer under these Clauses, the data importer shall take
appropriate measures to address the breach, including measures to mitigate its
adverse effects. The data importer shall also notify the data exporter without
undue delay after having become aware of the breach. Such notification shall
contain the details of a contact point where more information can be obtained, a
description of the nature of the breach (including, where possible, categories
and approximate number of data subjects and personal data records concerned),
its likely consequences and the measures taken or proposed to address the breach
including, where appropriate, measures to mitigate its possible adverse effects.
Where, and in so far as, it is not possible to provide all information at the
same time, the initial notification shall contain the information then available
and further information shall, as it becomes available, subsequently be provided
without undue delay.
(d) The data importer shall cooperate with and assist the data exporter
to enable the data exporter to comply with its obligations under Regulation (EU)
2016/679, in particular to notify the competent supervisory authority and the
affected data subjects, taking into account the nature of processing and the
information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin,
political opinions, religious or philosophical beliefs, or trade union
membership, genetic data, or biometric data for the purpose of uniquely
identifying a natural person, data concerning health or a person’s sex life or
sexual orientation, or data relating to criminal convictions and offences
(hereinafter ‘sensitive data’), the data importer shall apply the specific
restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on
documented instructions from the data exporter. In addition, the data may only
be disclosed to a third party located outside the European Union ([2]) (in the
same country as the data importer or in another third country, hereinafter
‘onward transfer’) if the third party is or agrees to be bound by these Clauses,
under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy
decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the
onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to
Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in
question;
(iii) the onward transfer is necessary for the establishment, exercise or
defence of legal claims in the context of specific administrative, regulatory or
judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital
interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the
other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries
from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these
Clauses. In particular, the data importer shall keep appropriate documentation
on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all
information necessary to demonstrate compliance with the obligations set out in
these Clauses and at the data exporter’s request, allow for and contribute to
audits of the processing activities covered by these Clauses, at reasonable
intervals or if there are indications of non-compliance. In deciding on a review
or audit, the data exporter may take into account relevant certifications held
by the data importer.
(d) The data exporter may choose to conduct the audit by itself or
mandate an independent auditor. Audits may include inspections at the premises
or physical facilities of the data importer and shall, where appropriate, be
carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b)
and (c), including the results of any audits, available to the competent
supervisory authority on request.
Clause 9
Use of sub-processors
(a) The data importer has the data exporter’s general authorisation for
the engagement of sub-processor(s) from an agreed list. The data importer shall
specifically inform the data exporter in writing of any intended changes to that
list through the addition or replacement of sub-processors at least 3 business
days in advance, thereby giving the data exporter sufficient time to be able to
object to such changes prior to the engagement of the sub-processor(s). The data
importer shall provide the data exporter with the information necessary to
enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out
specific processing activities (on behalf of the data exporter), it shall do so
by way of a written contract that provides for, in substance, the same data
protection obligations as those binding the data importer under these Clauses,
including in terms of third-party beneficiary rights for data subjects. ([3])
The Parties agree that, by complying with this Clause, the data importer fulfils
its obligations under Clause 8.8. The data importer shall ensure that the
sub-processor complies with the obligations to which the data importer is
subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a
copy of such a sub-processor agreement and any subsequent amendments to the data
exporter. To the extent necessary to protect business secrets or other
confidential information, including personal data, the data importer may redact
the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter
for the performance of the sub-processor’s obligations under its contract with
the data importer. The data importer shall notify the data exporter of any
failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with
the sub-processor whereby – in the event the data importer has factually
disappeared, ceased to exist in law or has become insolvent – the data exporter
shall have the right to terminate the sub-processor contract and to instruct the
sub-processor to erase or return the personal data.
Clause 10
Data subject rights
(a) The data importer shall promptly notify the data exporter of any
request it has received from a data subject. It shall not respond to that
request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its
obligations to respond to data subjects’ requests for the exercise of their
rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out
in Annex II the appropriate technical and organisational measures, taking into
account the nature of the processing, by which the assistance shall be provided,
as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data
importer shall comply with the instructions from the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and
easily accessible format, through individual notice or on its website, of a
contact point authorised to handle complaints. It shall deal promptly with any
complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as
regards compliance with these Clauses, that Party shall use its best efforts to
resolve the issue amicably in a timely fashion. The Parties shall keep each
other informed about such disputes and, where appropriate, cooperate in
resolving them.
(c) Where the data subject invokes a third-party beneficiary right
pursuant to Clause 3, the data importer shall accept the decision of the data
subject to:
(i) lodge a complaint with the supervisory authority in the Member State
of his/her habitual residence or place of work, or the competent supervisory
authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of
Clause 18.
(d) The Parties accept that the data subject may be represented by a
not-for-profit body, organisation or association under the conditions set out in
Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the
applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject
will not prejudice his/her substantive and procedural rights to seek remedies in
accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it
causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data
subject shall be entitled to receive compensation, for any material or
non-material damages the data importer or its sub-processor causes the data
subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to
the data subject, and the data subject shall be entitled to receive
compensation, for any material or non-material damages the data exporter or the
data importer (or its sub-processor) causes the data subject by breaching the
third-party beneficiary rights under these Clauses. This is without prejudice to
the liability of the data exporter and, where the data exporter is a processor
acting on behalf of a controller, to the liability of the controller under
Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under
paragraph (c) for damages caused by the data importer (or its sub-processor), it
shall be entitled to claim back from the data importer that part of the
compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the
data subject as a result of a breach of these Clauses, all responsible Parties
shall be jointly and severally liable and the data subject is entitled to bring
an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph
(e), it shall be entitled to claim back from the other Party/ies that part of
the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to
avoid its own liability.
Clause 13
Supervision
1. Where the data exporter is established in an EU Member State: The
supervisory authority with responsibility for ensuring compliance by the
data exporter with Regulation (EU) 2016/679 as regards the data transfer, as
indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls
within the territorial scope of application of Regulation (EU) 2016/679 in
accordance with its Article 3(2) and has appointed a representative pursuant to
Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the
Member State in which the representative within the meaning of Article 27(1) of
Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as
competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls
within the territorial scope of application of Regulation (EU) 2016/679 in
accordance with its Article 3(2) without however having to appoint a
representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The
supervisory authority of one of the Member States in which the data subjects
whose personal data is transferred under these Clauses in relation to the
offering of goods or services to them, or whose behaviour is monitored, are
located, as indicated in Annex I.C, shall act as competent supervisory
authority.
(b) The data importer agrees to submit itself to the jurisdiction of and
cooperate with the competent supervisory authority in any procedures aimed at
ensuring compliance with these Clauses. In particular, the data importer agrees
to respond to enquiries, submit to audits and comply with the measures adopted
by the supervisory authority, including remedial and compensatory measures. It
shall provide the supervisory authority with written confirmation that the
necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the
laws and practices in the third country of destination applicable to the
processing of the personal data by the data importer, including any requirements
to disclose personal data or measures authorising access by public authorities,
prevent the data importer from fulfilling its obligations under these Clauses.
This is based on the understanding that laws and practices that respect the
essence of the fundamental rights and freedoms and do not exceed what is
necessary and proportionate in a democratic society to safeguard one of the
objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in
contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a),
they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of
the processing chain, the number of actors involved and the transmission
channels used; intended onward transfers; the type of recipient; the purpose of
processing; the categories and format of the transferred personal data; the
economic sector in which the transfer occurs; the storage location of the data
transferred;
(ii) the laws and practices of the third country of destination–
including those requiring the disclosure of data to public authorities or
authorising access by such authorities – relevant in light of the specific
circumstances of the transfer, and the applicable limitations and safeguards
([4]);
(iii) any relevant contractual, technical or organisational safeguards
put in place to supplement the safeguards under these Clauses, including
measures applied during transmission and to the processing of the personal data
in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under
paragraph (b), it has made its best efforts to provide the data exporter with
relevant information and agrees that it will continue to cooperate with the data
exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and
make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if,
after having agreed to these Clauses and for the duration of the contract, it
has reason to believe that it is or has become subject to laws or practices not
in line with the requirements under paragraph (a), including following a change
in the laws of the third country or a measure (such as a disclosure request)
indicating an application of such laws in practice that is not in line with the
requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data
exporter otherwise has reason to believe that the data importer can no longer
fulfil its obligations under these Clauses, the data exporter shall promptly
identify appropriate measures (e.g. technical or organisational measures to
ensure security and confidentiality) to be adopted by the data exporter and/or
data importer to address the situation. The data exporter shall suspend the data
transfer if it considers that no appropriate safeguards for such transfer can be
ensured, or if instructed by the competent supervisory authority to do so. In
this case, the data exporter shall be entitled to terminate the contract,
insofar as it concerns the processing of personal data under these Clauses. If
the contract involves more than two Parties, the data exporter may exercise this
right to termination only with respect to the relevant Party, unless the Parties
have agreed otherwise. Where the contract is terminated pursuant to this Clause,
Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where
possible, the data subject promptly (if necessary with the help of the data
exporter) if it:
(i) receives a legally binding request from a public authority, including
judicial authorities, under the laws of the country of destination for the
disclosure of personal data transferred pursuant to these Clauses; such
notification shall include information about the personal data requested, the
requesting authority, the legal basis for the request and the response provided;
or
(ii) becomes aware of any direct access by public authorities to personal
data transferred pursuant to these Clauses in accordance with the laws of the
country of destination; such notification shall include all information
available to the importer.
(b) If the data importer is prohibited from notifying the data exporter
and/or the data subject under the laws of the country of destination, the data
importer agrees to use its best efforts to obtain a waiver of the prohibition,
with a view to communicating as much information as possible, as soon as
possible. The data importer agrees to document its best efforts in order to be
able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the
data importer agrees to provide the data exporter, at regular intervals for the
duration of the contract, with as much relevant information as possible on the
requests received (in particular, number of requests, type of data requested,
requesting authority/ies, whether requests have been challenged and the outcome
of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to
paragraphs (a) to (c) for the duration of the contract and make it available to
the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the
data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter
promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for
disclosure, in particular whether it remains within the powers granted to the
requesting public authority, and to challenge the request if, after careful
assessment, it concludes that there are reasonable grounds to consider that the
request is unlawful under the laws of the country of destination, applicable
obligations under international law and principles of international comity. The
data importer shall, under the same conditions, pursue possibilities of appeal.
When challenging a request, the data importer shall seek interim measures with a
view to suspending the effects of the request until the competent judicial
authority has decided on its merits. It shall not disclose the personal data
requested until required to do so under the applicable procedural rules. These
requirements are without prejudice to the obligations of the data importer under
Clause 14(e).
(b) The data importer agrees to document its legal assessment and any
challenge to the request for disclosure and, to the extent permissible under the
laws of the country of destination, make the documentation available to the data
exporter. It shall also make it available to the competent supervisory authority
on request.
(c) The data importer agrees to provide the minimum amount of information
permissible when responding to a request for disclosure, based on a reasonable
interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is
unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or
unable to comply with these Clauses, the data exporter shall suspend the
transfer of personal data to the data importer until compliance is again ensured
or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract,
insofar as it concerns the processing of personal data under these Clauses,
where:
(i) the data exporter has suspended the transfer of personal data to the
data importer pursuant to paragraph (b) and compliance with these Clauses is not
restored within a reasonable time and in any event within one month of
suspension;
(ii) the data importer is in substantial or persistent breach of these
Clauses; or
(iii) the data importer fails to comply with a binding decision of a
competent court or supervisory authority regarding its obligations under these
Clauses.
In these cases, it shall inform the competent supervisory authority of such
non-compliance. Where the contract involves more than two Parties, the data
exporter may exercise this right to termination only with respect to the
relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of
the contract pursuant to paragraph (c) shall at the choice of the data exporter
immediately be returned to the data exporter or deleted in its entirety. The
same shall apply to any copies of the data. The data importer shall certify the
deletion of the data to the data exporter. Until the data is deleted or
returned, the data importer shall continue to ensure compliance with these
Clauses. In case of local laws applicable to the data importer that prohibit the
return or deletion of the transferred personal data, the data importer warrants
that it will continue to ensure compliance with these Clauses and will only
process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses
where (i) the European Commission adopts a decision pursuant to Article 45(3) of
Regulation (EU) 2016/679 that covers the transfer of personal data to which
these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal
framework of the country to which the personal data is transferred. This is
without prejudice to other obligations applying to the processing in question
under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States,
provided such law allows for third-party beneficiary rights. The Parties agree
that this shall be the law of Republic of Ireland.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the
courts of an EU Member State.
(b) The Parties agree that those shall be the courts of courts of Dublin,
Ireland, as their choice of forum and jurisdiction.
(c) A data subject may also bring legal proceedings against the data
exporter and/or data importer before the courts of the Member State in which
he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such
courts.
--------------------------------------------------------------------------------
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the
Parties
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: As defined in the Agreement
Address: As defined in the Agreement
Contact person’s name, position and contact details: As defined in the Agreement
Activities relevant to the data transferred under these Clauses: To receive the
services from the data importer.
Signature and date: The effective date of the Agreement.
Role: Data Controller
Data importer(s):
Name: Securiti, Inc.
Address: 300 Santana Row Suite 450. San Jose, CA 95128
Contact person’s name, position and contact details: James Stoddard, VP Finance,
408-401-1160, james.stoddard@securiti.ai
Activities relevant to the data transferred under these Clauses: To provide the
services to the data exporter.
Signature and date: The effective date of the Agreement.
Role: Data Processor (Sub-Processor)
B. DESCRIPTION OF TRANSFER
Data subjects
The personal data transferred concern the following categories of data subjects:
See Schedule 1 of the DPA
Categories of data
The personal data transferred concern the following categories of data:
See Schedule 1 of the DPA
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data:
See Schedule 1 of the DPA
Processing operations
The personal data transferred will be subject to the following basic processing
activities: See Schedule 1 of the DPA
The frequency of the transfer (e.g. whether the data is transferred on a one-off
or continuous basis).
Transfers will occur on an ongoing basis as reasonably required under the
Agreement.
Nature Of Processing
As described in Schedule 1 of the DPA
Purpose(s) of the data transfer and further processing
As described in Schedule 1 of the DPA.
The period for which the personal data will be retained, or, if that is not
possible, the criteria used to determine that period
For the duration of the Agreement and in accordance with the DPA.
For transfers to (sub-) processors, also specify subject matter, nature and
duration of the processing
As described in Schedule 1 of the DPA.
C. COMPETENT SUPERVISORY AUTHORITY
The Irish competent supervisory authority identified above.
Authorised Signature …………………
DATA IMPORTER
Name: James Stoddard
Authorised Signature …………………
--------------------------------------------------------------------------------
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL
MEASURES TO ENSURE THE SECURITY OF THE DATA
Securiti maintains a comprehensive, written information security program that
contains administrative, technical, and physical safeguards that are appropriate
to (a) the size, scope and type of Securiti’s business; (b) the type of
information that Securiti will store; and (c) the need for security and
confidentiality of such information.
Securiti’s security program includes:
1. Security Awareness and Training. A mandatory security awareness and
training program for all members of Securiti’s workforce (including management),
which includes:
* Training on how to implement and comply with its Information Security
Program; and
* Promoting a culture of security awareness through periodic communications
from senior management with employees.
2. Access Controls. Policies, procedures, and logical controls:
* To limit access to its information systems and the facility or facilities in
which they are housed to properly authorized persons;
* To prevent those workforce members and others who should not have access from
obtaining access; and
* To remove access in a timely basis in the event of a change in job
responsibilities or job status.
3. Physical and Environmental Security. Controls that provide reasonable
assurance that access to physical servers at the production data center, if
applicable, is limited to properly authorized individuals and that environmental
controls are established to detect, prevent and control destruction due to
environmental extremes. These controls are implemented by Amazon Web Services
(AWS) and they are listed here:
https://aws.amazon.com/compliance/data-center/controls/. Specific to Securiti:
* Logging and monitoring of unauthorized access attempts to the data center by
the data center security personnel;
* Camera surveillance systems at critical internal and external entry points to
the data center, with retention of data per legal or compliance requirements;
* Systems that monitor and control the air temperature and humidity at
appropriate levels for the computing equipment; and
* Redundant power supply modules and backup generators that provide backup
power in the event of an electrical failure, 24 hours a day.
4. Security Incident Procedures. A security incident response plan that
includes procedures to be followed in the event of any Security Breach. Such
procedures include:
* Roles and responsibilities: formation of an internal incident response team
with a response leader;
* Investigation: assessing the risk the incident poses and determining who may
be affected;
* Communication: internal reporting as well as a notification process in the
event of unauthorized disclosure of Customer Data;
* Recordkeeping: keeping a record of what was done and by whom to help in later
analysis and possible legal action; and
* Audit: conducting and documenting root cause analysis and remediation plan.
5. Contingency Planning. Policies and procedures for responding to an
emergency or other occurrence (for example, fire, vandalism, system failure,
pandemic flu, and natural disaster) that could damage Customer Data or
production systems that contain Customer Data. Such procedures include:
* Data Backups: A policy for performing periodic backups of production data
sources, as applicable, according to a defined schedule;
* Disaster Recovery: A formal disaster recovery plan for the production data
center, including:
* Requirements for the disaster plan to be tested on a regular basis, currently
twice a year; and
* A documented executive summary of the Disaster Recovery testing, at least
annually, which is available upon request to customers.
* Business Continuity Plan: A formal process to address the framework by which
an unplanned event might be managed in order to minimize the loss of vital
resources.
6. Audit Controls. Hardware, software, and/or procedural mechanisms that
record and examine activity in information systems that contain or use
electronic information.
7. Data Integrity. Policies and procedures to ensure the
confidentiality, integrity, and availability of Customer Data and protect it
from disclosure, improper alteration, or destruction.
8. Storage and Transmission Security. Security measures to guard against
unauthorized access to Customer Data that is being transmitted over a public
electronic communications network or stored electronically. Such measures
include requiring encryption of any Customer Data stored on desktops, laptops or
other removable storage devices.
9. Secure Disposal. Policies and procedures regarding the secure
disposal of tangible property containing Customer Data, taking into account
available technology so that Customer Data cannot be practicably read or
reconstructed.
10. Assigned Security Responsibility. Assigning responsibility for the
development, implementation, and maintenance of Securiti’s security program,
including:
* Designating a security official with overall responsibility;
* Defining security roles and responsibilities for individuals with security
responsibilities; and
* Designating a Security Council consisting of cross-functional management
representatives to meet on a regular basis.
11. Testing. Regularly testing the key controls, systems and procedures
of its information security program to validate that they are properly
implemented and effective in addressing the threats and risks identified. Where
applicable, such testing includes:
* Internal risk assessments;
* Service Organization Control 2 (SOC2) audit reports (or industry-standard
successor reports).
12. Monitoring. Network and systems monitoring, including error logs on
servers, disks and security events for any potential problems. Such monitoring
includes:
* Reviewing changes affecting systems handling authentication, authorization,
and auditing;
* Reviewing privileged access to Securiti production systems; and
* Engaging third parties to perform network vulnerability assessments and
penetration testing on a regular basis.
13. Change and Configuration Management. Maintaining policies and
procedures for managing changes Securiti makes to production systems,
applications, and databases. Such policies and procedures include:
* process for documenting, testing and approving the patching and maintenance
of the Securiti Product;
* A security patching process that requires patching systems in a timely manner
based on a risk analysis; and
* A process for Securiti to utilize a third party to conduct application level
security assessments. These assessments generally include testing, where
applicable, for:
* Cross-site request forgery
* Services scanning
* Improper input handling (e.g. cross-site scripting, SQL injection, XML
injection, cross-site flashing)
* XML and SOAP attacks
* Weak session management
* Data validation flaws and data model constraint inconsistencies
* Insufficient authentication
* Insufficient authorization
14. Program Adjustments. Monitoring, evaluating, and adjusting, as
appropriate, the security program in light of:
* Any relevant changes in technology and any internal or external threats to
Securiti or the Customer Data;
* Security and data privacy regulations applicable to Securiti; and
* Securiti’s own changing business arrangements, such as mergers and
acquisitions, alliances and joint ventures, outsourcing arrangements, and
changes to information systems.
15. Devices – Ensuring that all laptop and desktop computing devices
utilized by Securiti and any subcontractors when accessing Customer Data:
* will be equipped with a minimum of AES 128 bit full hard disk drive
encryption;
* will have up to date virus and malware detection and prevention software
installed with virus definitions updated on a regular basis; and
* will maintain virus and malware detection and prevention software so as to
remain on a supported release. This will include, but not be limited to,
promptly implementing any applicable security-related enhancement or fix made
available by the supplier of such software.
16. Data Security Breach. “Security Breach” means any security incident
if there is a reason to believe Customer Data has been or may have been accessed
by an unauthorized party.
* Securiti will notify Customer of a Security Breach as soon as practicable,
but no later than twenty-four (24) hours after Securiti becomes aware of it,
by e-mailing Customer with a read receipt at a Customer designated email
address, with a copy by e-mail to Securiti’s primary business contact within
Customer.
* Securiti agrees that unless required by law, it shall not inform any third
party that a Security Breach without Approval. Further, Securiti agrees that
Customer shall have the sole right to determine whether notice of the
Security Breach is to be provided to consumers associated with Customer Data.
17. Return or Destruction of Customer Data.
* Customer Data may be deleted by Securiti following the termination or
suspension of Customer’s use of the Securiti Product.
* Customer may request that Securiti delete Customer Data by notifying the
Securiti support team via a ticket filed using the Customer Support link in a
Securiti account, or via an email to support@securiti.ai. Upon Securiti
receiving confirmation from Customer of the deletion request, Securiti will
delete all Customer Data from online systems within one business week of such
confirmation.
* Securiti may retain Customer Data to the extent required by applicable laws
and only to the extent and for such period as required by applicable law.
1.
ANNEX III
LIST OF SUB-PROCESSORS
As described in the Sub-processors List of Securiti’s DPA.
Entity Name
Sub-Processing Activities
Entity Country
Amazon Web Services, Inc.
Cloud Service Provider
United States
AWS Jakarta
Cloud Service Provider
Indonesia
Amazon Web Services EMEA SARL
Cloud Service Provider
European Union
Google Cloud Platform
Cloud Service Provider
United States
Zendesk, Inc.
Cloud Customer Support
United States
Schedule 3B
STANDARD CONTRACTUAL CLAUSES
Processor to Processor
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure
compliance with the requirements of Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 on the protection of natural
persons with regard to the processing of personal data and on the free movement
of such data (General Data Protection Regulation) ([5]) for the transfer of
personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or
other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as
listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from
the data exporter, directly or indirectly via another entity also Party to these
Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as
specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to
therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable
data subject rights and effective legal remedies, pursuant to Article 46(1) and
Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers
from controllers to processors and/or processors to processors, standard
contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679,
provided they are not modified, except to select the appropriate Module(s) or to
add or update information in the Appendix. This does not prevent the Parties
from including the standard contractual clauses laid down in these Clauses in a
wider contract and/or to add other clauses or additional safeguards, provided
that they do not contradict, directly or indirectly, these Clauses or prejudice
the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data
exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party
beneficiaries, against the data exporter and/or data importer, with the
following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two:
Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and
(d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b)
and Clause 8.3(b);
(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three:
Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three:
Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b);
Module Four: Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects under
Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU)
2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the
provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with
rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of
related agreements between the Parties, existing at the time these Clauses are
agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal
data that are transferred and the purpose(s) for which they are transferred, are
specified in Annex I.B.
Clause 7 – Not applicable
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that
the data importer is able, through the implementation of appropriate technical
and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data exporter has informed the data importer that it acts as
processor under the instructions of its controller(s), which the data exporter
shall make available to the data importer prior to processing.
(b) The data importer shall process the personal data only on documented
instructions from the controller, as communicated to the data importer by the
data exporter, and any additional documented instructions from the data
exporter. Such additional instructions shall not conflict with the instructions
from the controller. The controller or data exporter may give further documented
instructions regarding the data processing throughout the duration of the
contract.
(c) The data importer shall immediately inform the data exporter if it is
unable to follow those instructions. Where the data importer is unable to follow
the instructions from the controller, the data exporter shall immediately notify
the controller.
(d) The data exporter warrants that it has imposed the same data
protection obligations on the data importer as set out in the contract or other
legal act under Union or Member State law between the controller and the data
exporter ([6]).
8.2 Purpose limitation
The data importer shall process the personal data only for the specific
purpose(s) of the transfer, as set out in Annex I.B., unless on further
instructions from the controller, as communicated to the data importer by the
data exporter, or from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the
Appendix as completed by the Parties, available to the data subject free of
charge. To the extent necessary to protect business secrets or other
confidential information, including personal data, the data exporter may redact
part of the text of the Appendix prior to sharing a copy, but shall provide a
meaningful summary where the data subject would otherwise not be able to
understand its content or exercise his/her rights. On request, the Parties shall
provide the data subject with the reasons for the redactions, to the extent
possible without revealing the redacted information.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is
inaccurate, or has become outdated, it shall inform the data exporter without
undue delay. In this case, the data importer shall cooperate with the data
exporter to rectify or erase the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified
in Annex I.B. After the end of the provision of the processing services, the
data importer shall, at the choice of the data exporter, delete all personal
data processed on behalf of the controller and certify to the data exporter that
it has done so, or return to the data exporter all personal data processed on
its behalf and delete existing copies. Until the data is deleted or returned,
the data importer shall continue to ensure compliance with these Clauses. In
case of local laws applicable to the data importer that prohibit return or
deletion of the personal data, the data importer warrants that it will continue
to ensure compliance with these Clauses and will only process it to the extent
and for as long as required under that local law. This is without prejudice to
Clause 14, in particular the requirement for the data importer under Clause
14(e) to notify the data exporter throughout the duration of the contract if it
has reason to believe that it is or has become subject to laws or practices not
in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter
shall implement appropriate technical and organisational measures to ensure the
security of the data, including protection against a breach of security leading
to accidental or unlawful destruction, loss, alteration, unauthorised disclosure
or access to that data (hereinafter ‘personal data breach’). In assessing the
appropriate level of security, they shall take due account of the state of the
art, the costs of implementation, the nature, scope, context and purpose(s) of
processing and the risks involved in the processing for the data subject. The
Parties shall in particular consider having recourse to encryption or
pseudonymisation, including during transmission, where the purpose of processing
can be fulfilled in that manner. In case of pseudonymisation, the additional
information for attributing the personal data to a specific data subject shall,
where possible, remain under the exclusive control of the data exporter or the
controller. In complying with its obligations under this paragraph, the data
importer shall at least implement the technical and organisational measures
specified in Annex II. The data importer shall carry out regular checks to
ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the data to members of its
personnel only to the extent strictly necessary for the implementation,
management and monitoring of the contract. It shall ensure that persons
authorised to process the personal data have committed themselves to
confidentiality or are under an appropriate statutory obligation of
confidentiality.
(c) In the event of a personal data breach concerning personal data
processed by the data importer under these Clauses, the data importer shall take
appropriate measures to address the breach, including measures to mitigate its
adverse effects. The data importer shall also notify, without undue delay, the
data exporter and, where appropriate and feasible, the controller after having
become aware of the breach. Such notification shall contain the details of a
contact point where more information can be obtained, a description of the
nature of the breach (including, where possible, categories and approximate
number of data subjects and personal data records concerned), its likely
consequences and the measures taken or proposed to address the data breach,
including measures to mitigate its possible adverse effects. Where, and in so
far as, it is not possible to provide all information at the same time, the
initial notification shall contain the information then available and further
information shall, as it becomes available, subsequently be provided without
undue delay.
(d) The data importer shall cooperate with and assist the data exporter
to enable the data exporter to comply with its obligations under Regulation (EU)
2016/679, in particular to notify its controller so that the latter may in turn
notify the competent supervisory authority and the affected data subjects,
taking into account the nature of processing and the information available to
the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin,
political opinions, religious or philosophical beliefs, or trade union
membership, genetic data, or biometric data for the purpose of uniquely
identifying a natural person, data concerning health or a person’s sex life or
sexual orientation, or data relating to criminal convictions and offences
(hereinafter ‘sensitive data’), the data importer shall apply the specific
restrictions and/or additional safeguards set out in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on
documented instructions from the controller, as communicated to the data
importer by the data exporter. In addition, the data may only be disclosed to a
third party located outside the European Union ([7]) (in the same country as the
data importer or in another third country, hereinafter ‘onward transfer’) if the
third party is or agrees to be bound by these Clauses, under the appropriate
Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy
decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the
onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to
Articles 46 or 47 of Regulation (EU) 2016/679;
(iii) the onward transfer is necessary for the establishment, exercise or
defence of legal claims in the context of specific administrative, regulatory or
judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital
interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the
other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries
from the data exporter or the controller that relate to the processing under
these Clauses.
(b) The Parties shall be able to demonstrate compliance with these
Clauses. In particular, the data importer shall keep appropriate documentation
on the processing activities carried out on behalf of the controller.
(c) The data importer shall make all information necessary to demonstrate
compliance with the obligations set out in these Clauses available to the data
exporter, which shall provide it to the controller.
(d) The data importer shall allow for and contribute to audits by the
data exporter of the processing activities covered by these Clauses, at
reasonable intervals or if there are indications of non-compliance. The same
shall apply where the data exporter requests an audit on instructions of the
controller. In deciding on an audit, the data exporter may take into account
relevant certifications held by the data importer.
(e) Where the audit is carried out on the instructions of the controller,
the data exporter shall make the results available to the controller.
(f) The data exporter may choose to conduct the audit by itself or
mandate an independent auditor. Audits may include inspections at the premises
or physical facilities of the data importer and shall, where appropriate, be
carried out with reasonable notice.
(g) The Parties shall make the information referred to in paragraphs (b)
and (c), including the results of any audits, available to the competent
supervisory authority on request.
Clause 9
Use of sub-processors
(a) The data importer has the controller’s general authorisation for the
engagement of sub-processor(s) from an agreed list. The data importer shall
specifically inform the controller in writing of any intended changes to that
list through the addition or replacement of sub-processors at least 3 business
days in advance, thereby giving the controller sufficient time to be able to
object to such changes prior to the engagement of the sub-processor(s). The data
importer shall provide the controller with the information necessary to enable
the controller to exercise its right to object. The data importer shall inform
the data exporter of the engagement of the sub-processor(s).
(b) Where the data importer engages a sub-processor to carry out specific
processing activities (on behalf of the controller), it shall do so by way of a
written contract that provides for, in substance, the same data protection
obligations as those binding the data importer under these Clauses, including in
terms of third-party beneficiary rights for data subjects. ([8]) The Parties
agree that, by complying with this Clause, the data importer fulfils its
obligations under Clause 8.8. The data importer shall ensure that the
sub-processor complies with the obligations to which the data importer is
subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s or
controller’s request, a copy of such a sub-processor agreement and any
subsequent amendments. To the extent necessary to protect business secrets or
other confidential information, including personal data, the data importer may
redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter
for the performance of the sub-processor’s obligations under its contract with
the data importer. The data importer shall notify the data exporter of any
failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with
the sub-processor whereby – in the event the data importer has factually
disappeared, ceased to exist in law or has become insolvent – the data exporter
shall have the right to terminate the sub-processor contract and to instruct the
sub-processor to erase or return the personal data.
Clause 10
Data subject rights
(a) The data importer shall promptly notify the data exporter and, where
appropriate, the controller of any request it has received from a data subject,
without responding to that request unless it has been authorised to do so by the
controller.
(b) The data importer shall assist, where appropriate in cooperation with
the data exporter, the controller in fulfilling its obligations to respond to
data subjects’ requests for the exercise of their rights under Regulation (EU)
2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the
Parties shall set out in Annex II the appropriate technical and organisational
measures, taking into account the nature of the processing, by which the
assistance shall be provided, as well as the scope and the extent of the
assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data
importer shall comply with the instructions from the controller, as communicated
by the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and
easily accessible format, through individual notice or on its website, of a
contact point authorised to handle complaints. It shall deal promptly with any
complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as
regards compliance with these Clauses, that Party shall use its best efforts to
resolve the issue amicably in a timely fashion. The Parties shall keep each
other informed about such disputes and, where appropriate, cooperate in
resolving them.
(c) Where the data subject invokes a third-party beneficiary right
pursuant to Clause 3, the data importer shall accept the decision of the data
subject to:
(i) lodge a complaint with the supervisory authority in the Member State
of his/her habitual residence or place of work, or the competent supervisory
authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of
Clause 18.
(d) The Parties accept that the data subject may be represented by a
not-for-profit body, organisation or association under the conditions set out in
Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the
applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject
will not prejudice his/her substantive and procedural rights to seek remedies in
accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it
causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data
subject shall be entitled to receive compensation, for any material or
non-material damages the data importer or its sub-processor causes the data
subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to
the data subject, and the data subject shall be entitled to receive
compensation, for any material or non-material damages the data exporter or the
data importer (or its sub-processor) causes the data subject by breaching the
third-party beneficiary rights under these Clauses. This is without prejudice to
the liability of the data exporter and, where the data exporter is a processor
acting on behalf of a controller, to the liability of the controller under
Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under
paragraph (c) for damages caused by the data importer (or its sub-processor), it
shall be entitled to claim back from the data importer that part of the
compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the
data subject as a result of a breach of these Clauses, all responsible Parties
shall be jointly and severally liable and the data subject is entitled to bring
an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph
(e), it shall be entitled to claim back from the other Party/ies that part of
the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to
avoid its own liability.
Clause 13
Supervision
1. Where the data exporter is established in an EU Member State: The
supervisory authority with responsibility for ensuring compliance by the
data exporter with Regulation (EU) 2016/679 as regards the data transfer, as
indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls
within the territorial scope of application of Regulation (EU) 2016/679 in
accordance with its Article 3(2) and has appointed a representative pursuant to
Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the
Member State in which the representative within the meaning of Article 27(1) of
Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as
competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls
within the territorial scope of application of Regulation (EU) 2016/679 in
accordance with its Article 3(2) without however having to appoint a
representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The
supervisory authority of one of the Member States in which the data subjects
whose personal data is transferred under these Clauses in relation to the
offering of goods or services to them, or whose behaviour is monitored, are
located, as indicated in Annex I.C, shall act as competent supervisory
authority.
(b) The data importer agrees to submit itself to the jurisdiction of and
cooperate with the competent supervisory authority in any procedures aimed at
ensuring compliance with these Clauses. In particular, the data importer agrees
to respond to enquiries, submit to audits and comply with the measures adopted
by the supervisory authority, including remedial and compensatory measures. It
shall provide the supervisory authority with written confirmation that the
necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws
and practices in the third country of destination applicable to the processing
of the personal data by the data importer, including any requirements to
disclose personal data or measures authorising access by public authorities,
prevent the data importer from fulfilling its obligations under these Clauses.
This is based on the understanding that laws and practices that respect the
essence of the fundamental rights and freedoms and do not exceed what is
necessary and proportionate in a democratic society to safeguard one of the
objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in
contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a),
they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of
the processing chain, the number of actors involved and the transmission
channels used; intended onward transfers; the type of recipient; the purpose of
processing; the categories and format of the transferred personal data; the
economic sector in which the transfer occurs; the storage location of the data
transferred;
(ii) the laws and practices of the third country of destination–
including those requiring the disclosure of data to public authorities or
authorising access by such authorities – relevant in light of the specific
circumstances of the transfer, and the applicable limitations and safeguards
([9]);
(iii) any relevant contractual, technical or organisational safeguards
put in place to supplement the safeguards under these Clauses, including
measures applied during transmission and to the processing of the personal data
in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under
paragraph (b), it has made its best efforts to provide the data exporter with
relevant information and agrees that it will continue to cooperate with the data
exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and
make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if,
after having agreed to these Clauses and for the duration of the contract, it
has reason to believe that it is or has become subject to laws or practices not
in line with the requirements under paragraph (a), including following a change
in the laws of the third country or a measure (such as a disclosure request)
indicating an application of such laws in practice that is not in line with the
requirements in paragraph (a). The data exporter shall forward the notification
to the controller.
(f) Following a notification pursuant to paragraph (e), or if the data
exporter otherwise has reason to believe that the data importer can no longer
fulfil its obligations under these Clauses, the data exporter shall promptly
identify appropriate measures (e.g. technical or organisational measures to
ensure security and confidentiality) to be adopted by the data exporter and/or
data importer to address the situation, if appropriate in consultation with the
controller. The data exporter shall suspend the data transfer if it considers
that no appropriate safeguards for such transfer can be ensured, or if
instructed by the controller or the competent supervisory authority to do so. In
this case, the data exporter shall be entitled to terminate the contract,
insofar as it concerns the processing of personal data under these Clauses. If
the contract involves more than two Parties, the data exporter may exercise this
right to termination only with respect to the relevant Party, unless the Parties
have agreed otherwise. Where the contract is terminated pursuant to this Clause,
Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where
possible, the data subject promptly (if necessary with the help of the data
exporter) if it:
(i) receives a legally binding request from a public authority, including
judicial authorities, under the laws of the country of destination for the
disclosure of personal data transferred pursuant to these Clauses; such
notification shall include information about the personal data requested, the
requesting authority, the legal basis for the request and the response provided;
or
(ii) becomes aware of any direct access by public authorities to personal
data transferred pursuant to these Clauses in accordance with the laws of the
country of destination; such notification shall include all information
available to the importer.
The data exporter shall forward the notification to the controller.
2. If the data importer is prohibited from notifying the data exporter and/or
the data subject under the laws of the country of destination, the data
importer agrees to use its best efforts to obtain a waiver of the
prohibition, with a view to communicating as much information as possible,
as soon as possible. The data importer agrees to document its best efforts
in order to be able to demonstrate them on request of the data exporter.
3. Where permissible under the laws of the country of destination, the data
importer agrees to provide the data exporter, at regular intervals for the
duration of the contract, with as much relevant information as possible on
the requests received (in particular, number of requests, type of data
requested, requesting authority/ies, whether requests have been challenged
and the outcome of such challenges, etc.). The data exporter shall forward
the information to the controller.
4. The data importer agrees to preserve the information pursuant to paragraphs
(a) to (c) for the duration of the contract and make it available to the
competent supervisory authority on request.
5. Paragraphs (a) to (c) are without prejudice to the obligation of the data
importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter
promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimization
(a) The data importer agrees to review the legality of the request for
disclosure, in particular whether it remains within the powers granted to the
requesting public authority, and to challenge the request if, after careful
assessment, it concludes that there are reasonable grounds to consider that the
request is unlawful under the laws of the country of destination, applicable
obligations under international law and principles of international comity. The
data importer shall, under the same conditions, pursue possibilities of appeal.
When challenging a request, the data importer shall seek interim measures with a
view to suspending the effects of the request until the competent judicial
authority has decided on its merits. It shall not disclose the personal data
requested until required to do so under the applicable procedural rules. These
requirements are without prejudice to the obligations of the data importer under
Clause 14(e).
(b) The data importer agrees to document its legal assessment and any
challenge to the request for disclosure and, to the extent permissible under the
laws of the country of destination, make the documentation available to the data
exporter. It shall also make it available to the competent supervisory authority
on request. The data exporter shall make the assessment available to the
controller.
(c) The data importer agrees to provide the minimum amount of information
permissible when responding to a request for disclosure, based on a reasonable
interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is
unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or
unable to comply with these Clauses, the data exporter shall suspend the
transfer of personal data to the data importer until compliance is again ensured
or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract,
insofar as it concerns the processing of personal data under these Clauses,
where:
(i) the data exporter has suspended the transfer of personal data to the
data importer pursuant to paragraph (b) and compliance with these Clauses is not
restored within a reasonable time and in any event within one month of
suspension;
(ii) the data importer is in substantial or persistent breach of these
Clauses; or
(iii) the data importer fails to comply with a binding decision of a
competent court or supervisory authority regarding its obligations under these
Clauses.
In these cases, it shall inform the competent supervisory authority and the
controller of such non-compliance. Where the contract involves more than two
Parties, the data exporter may exercise this right to termination only with
respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of
the contract pursuant to paragraph (c) shall at the choice of the data exporter
immediately be returned to the data exporter or deleted in its entirety. The
same shall apply to any copies of the data. The data importer shall certify the
deletion of the data to the data exporter. Until the data is deleted or
returned, the data importer shall continue to ensure compliance with these
Clauses. In case of local laws applicable to the data importer that prohibit the
return or deletion of the transferred personal data, the data importer warrants
that it will continue to ensure compliance with these Clauses and will only
process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses
where (i) the European Commission adopts a decision pursuant to Article 45(3) of
Regulation (EU) 2016/679 that covers the transfer of personal data to which
these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal
framework of the country to which the personal data is transferred. This is
without prejudice to other obligations applying to the processing in question
under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States,
provided such law allows for third-party beneficiary rights. The Parties agree
that this shall be the law of the Republic of Ireland.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the
courts of an EU Member State.
(b) The Parties agree that those shall be the courts of Dublin, Ireland.
(c) A data subject may also bring legal proceedings against the data
exporter and/or data importer before the courts of the Member State in which
he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such
courts.
APPENDIX
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: As defined in the Agreement
Address: As defined in the Agreement
Contact person’s name, position and contact details: As defined in the Agreement
Activities relevant to the data transferred under these Clauses: To receive the
services from the data importer.
Signature and date: The effective date of the Agreement.
Role: Data Processor
Data importer(s):
Name: Securiti, Inc.
Address: 300 Santana Row Suite 450. San Jose, CA 95128
Contact person’s name, position and contact details: James Stoddard, VP Finance,
408-401-1160, james.stoddard@securiti.ai
Activities relevant to the data transferred under these Clauses: To provide the
services to the data exporter.
Signature and date: The effective date of the Agreement.
Role: Data Processor (Sub-Processor)
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
As described in Schedule 1 of the DPA
Categories of personal data transferred
As described in Schedule 1 of the DPA.
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 specialised
training), keeping a record of access to the data, restrictions for onward
transfers or additional security measures.
As described in Schedule 1 of Securiti’s DPA [https://securiti.ai/terms/].
The frequency of the transfer (e.g. whether the data is transferred on a one-off
or continuous basis).
Transfers will occur on an ongoing basis as reasonably required under the
Agreement.
Nature of the processing
As described in Schedule 1 of the DPA.
Purpose(s) of the data transfer and further processing
As described in Schedule 1 of the DPA.
The period for which the personal data will be retained, or, if that is not
possible, the criteria used to determine that period
For the duration of the Agreement and in accordance with the DPA.
For transfers to (sub-) processors, also specify subject matter, nature and
duration of the processing
As described in Schedule 1 of the DPA.
C. COMPETENT SUPERVISORY AUTHORITY
The Irish competent supervisory authority identified above.
--------------------------------------------------------------------------------
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL
MEASURES TO ENSURE THE SECURITY OF THE DATA
Securiti maintains a comprehensive, written information security program that
contains administrative, technical, and physical safeguards that are appropriate
to (a) the size, scope and type of Securiti’s business; (b) the type of
information that Securiti will store; and (c) the need for security and
confidentiality of such information.
Securiti’s security program includes:
1. Security Awareness and Training. A mandatory security awareness and
training program for all members of Securiti’s workforce (including management),
which includes:
* Training on how to implement and comply with its Information Security
Program; and
* Promoting a culture of security awareness through periodic communications
from senior management with employees.
2. Access Controls. Policies, procedures, and logical controls:
* To limit access to its information systems and the facility or facilities in
which they are housed to properly authorized persons;
* To prevent those workforce members and others who should not have access from
obtaining access; and
* To remove access in a timely basis in the event of a change in job
responsibilities or job status.
3. Physical and Environmental Security. Controls that provide reasonable
assurance that access to physical servers at the production data center, if
applicable, is limited to properly authorized individuals and that environmental
controls are established to detect, prevent and control destruction due to
environmental extremes. These controls are implemented by Amazon Web Services
(AWS) and they are listed here:
https://aws.amazon.com/compliance/data-center/controls/. Specific to Securiti:
* Logging and monitoring of unauthorized access attempts to the data center by
the data center security personnel;
* Camera surveillance systems at critical internal and external entry points to
the data center, with retention of data per legal or compliance requirements;
* Systems that monitor and control the air temperature and humidity at
appropriate levels for the computing equipment; and
* Redundant power supply modules and backup generators that provide backup
power in the event of an electrical failure, 24 hours a day.
4. Security Incident Procedures. A security incident response plan that
includes procedures to be followed in the event of any Security Breach. Such
procedures include:
* Roles and responsibilities: formation of an internal incident response team
with a response leader;
* Investigation: assessing the risk the incident poses and determining who may
be affected;
* Communication: internal reporting as well as a notification process in the
event of unauthorized disclosure of Customer Data;
* Recordkeeping: keeping a record of what was done and by whom to help in later
analysis and possible legal action; and
* Audit: conducting and documenting root cause analysis and remediation plan.
5. Contingency Planning. Policies and procedures for responding to an
emergency or other occurrence (for example, fire, vandalism, system failure,
pandemic flu, and natural disaster) that could damage Customer Data or
production systems that contain Customer Data. Such procedures include:
* Data Backups: A policy for performing periodic backups of production data
sources, as applicable, according to a defined schedule;
* Disaster Recovery: A formal disaster recovery plan for the production data
center, including:
* Requirements for the disaster plan to be tested on a regular basis, currently
twice a year; and
* A documented executive summary of the Disaster Recovery testing, at least
annually, which is available upon request to customers.
* Business Continuity Plan: A formal process to address the framework by which
an unplanned event might be managed in order to minimize the loss of vital
resources.
6. Audit Controls. Hardware, software, and/or procedural mechanisms that
record and examine activity in information systems that contain or use
electronic information.
7. Data Integrity. Policies and procedures to ensure the
confidentiality, integrity, and availability of Customer Data and protect it
from disclosure, improper alteration, or destruction.
8. Storage and Transmission Security. Security measures to guard against
unauthorized access to Customer Data that is being transmitted over a public
electronic communications network or stored electronically. Such measures
include requiring encryption of any Customer Data stored on desktops, laptops or
other removable storage devices.
9. Secure Disposal. Policies and procedures regarding the secure
disposal of tangible property containing Customer Data, taking into account
available technology so that Customer Data cannot be practicably read or
reconstructed.
10. Assigned Security Responsibility. Assigning responsibility for the
development, implementation, and maintenance of Securiti’s security program,
including:
* Designating a security official with overall responsibility;
* Defining security roles and responsibilities for individuals with security
responsibilities; and
* Designating a Security Council consisting of cross-functional management
representatives to meet on a regular basis.
11. Testing. Regularly testing the key controls, systems and procedures
of its information security program to validate that they are properly
implemented and effective in addressing the threats and risks identified. Where
applicable, such testing includes:
* Internal risk assessments;
* Service Organization Control 2 (SOC2) audit reports (or industry-standard
successor reports).
12. Monitoring. Network and systems monitoring, including error logs on
servers, disks and security events for any potential problems. Such monitoring
includes:
* Reviewing changes affecting systems handling authentication, authorization,
and auditing;
* Reviewing privileged access to Securiti production systems; and
* Engaging third parties to perform network vulnerability assessments and
penetration testing on a regular basis.
13. Change and Configuration Management. Maintaining policies and
procedures for managing changes Securiti makes to production systems,
applications, and databases. Such policies and procedures include:
* process for documenting, testing and approving the patching and maintenance
of the Securiti Product;
* A security patching process that requires patching systems in a timely manner
based on a risk analysis; and
* A process for Securiti to utilize a third party to conduct application level
security assessments. These assessments generally include testing, where
applicable, for:
* Cross-site request forgery
* Services scanning
* Improper input handling (e.g. cross-site scripting, SQL injection, XML
injection, cross-site flashing)
* XML and SOAP attacks
* Weak session management
* Data validation flaws and data model constraint inconsistencies
* Insufficient authentication
* Insufficient authorization
14. Program Adjustments. Monitoring, evaluating, and adjusting, as
appropriate, the security program in light of:
* Any relevant changes in technology and any internal or external threats to
Securiti or the Customer Data;
* Security and data privacy regulations applicable to Securiti; and
* Securiti’s own changing business arrangements, such as mergers and
acquisitions, alliances and joint ventures, outsourcing arrangements, and
changes to information systems.
15. Devices – Ensuring that all laptop and desktop computing devices
utilized by Securiti and any subcontractors when accessing Customer Data:
* will be equipped with a minimum of AES 128 bit full hard disk drive
encryption;
* will have up to date virus and malware detection and prevention software
installed with virus definitions updated on a regular basis; and
* will maintain virus and malware detection and prevention software so as to
remain on a supported release. This will include, but not be limited to,
promptly implementing any applicable security-related enhancement or fix made
available by the supplier of such software.
16. Data Security Breach. “Security Breach” means any security incident
if there is a reason to believe Customer Data has been or may have been accessed
by an unauthorized party.
* Securiti will notify Customer of a Security Breach as soon as practicable,
but no later than twenty-four (24) hours after Securiti becomes aware of it,
by e-mailing Customer with a read receipt at a Customer designated email
address, with a copy by e-mail to Securiti’s primary business contact within
Customer.
* Securiti agrees that unless required by law, it shall not inform any third
party that a Security Breach without Approval. Further, Securiti agrees that
Customer shall have the sole right to determine whether notice of the
Security Breach is to be provided to consumers associated with Customer Data.
17. Return or Destruction of Customer Data.
* Customer Data may be deleted by Securiti following the termination or
suspension of Customer’s use of the Securiti Product.
* Customer may request that Securiti delete Customer Data by notifying the
Securiti support team via a ticket filed using the Customer Support link in a
Securiti account, or via an email to support@securiti.ai. Upon Securiti
receiving confirmation from Customer of the deletion request, Securiti will
delete all Customer Data from online systems within one business week of such
confirmation.
* Securiti may retain Customer Data to the extent required by applicable laws
and only to the extent and for such period as required by applicable law.
--------------------------------------------------------------------------------
ANNEX III
LIST OF SUB-PROCESSORS
The controller has authorized the use of the following sub-processors.
As described in the Sub-processors List of Securiti’s DPA.
Entity Name
Sub-Processing Activities
Entity Country
Amazon Web Services, Inc.
Cloud Service Provider
United States
AWS Jakarta
Cloud Service Provider
Indonesia
Amazon Web Services EMEA SARL
Cloud Service Provider
European Union
Google Cloud Platform
Cloud Service Provider
United States
Zendesk, Inc.
Cloud Customer Support
United States
Schedule 3C
United Kingdom Standard Contractual Clauses
STANDARD DATA PROTECTION CLAUSES TO BE ISSUED BY THE COMMISSIONER UNDER S119A(1)
DATA PROTECTION ACT 2018
INTERNATIONAL DATA TRANSFER AGREEMENT
VERSION A1.0, in force 21 September 2022
This IDTA has been issued by the Information Commissioner for Parties making
Restricted Transfers. The Information Commissioner considers that it provides
Appropriate Safeguards for Restricted Transfers when it is entered into as a
legally binding contract.
PART 1: TABLES
TABLE 1: PARTIES AND SIGNATURES
Start date
The Parties
Exporter (who sends the Restricted Transfer)
Importer (who receives the Restricted Transfer)
Parties’ details
Full legal name:
Trading name (if different):
Main address (if a company registered address):
Official registration number (if any) (company number or similar identifier):
Full legal name: Securiti Inc.
Main address (if a company registered address): Securiti Inc.
Official registration number (if any) (company number or similar identifier):
83-2500426
Key Contact
Full Name (optional):
Job Title:
Contact details including email:
Full Name (optional): James Stoddard
Job Title: VP Finance
Contact details including email:
Importer Data Subject Contact
Job Title: DPO
Contact details including email: Chaks Chigurupati
chaks.chigurupati@securiti.ai
Signatures confirming each Party agrees to be bound by this IDTA
Signed for and on behalf of the Exporter set out above
Signed:
Date of signature:
Full name:
Job title:
Signed for and on behalf of the Importer set out above
Signed:
Date of signature:
Full name:
Job title:
TABLE 2: TRANSFER DETAILS
UK country’s law that governs the IDTA:
⬜ England and Wales
⬜ Northern Ireland
⬜ Scotland
Primary place for legal claims to be made by the Parties
⬜ England and Wales
⬜ Northern Ireland
⬜ Scotland
The status of the Exporter
In relation to the Processing of the Transferred Data:
⬜ Exporter is a Controller
⬜ Exporter is a Processor or Sub-Processor
The status of the Importer
In relation to the Processing of the Transferred Data:
⬜ Importer is a Controller
☒ Importer is the Exporter’s Processor or Sub-Processor
⬜ Importer is not the Exporter’s Processor or Sub-Processor (and the Importer
has been instructed by a Third Party Controller)
Whether UK GDPR applies to the Importer
☒ UK GDPR applies to the Importer’s Processing of the Transferred Data
⬜ UK GDPR does not apply to the Importer’s Processing of the Transferred Data
Linked Agreement
If the Importer is the Exporter’s Processor or Sub-Processor – the agreement(s)
between the Parties which sets out the Processor’s or Sub-Processor’s
instructions for Processing the Transferred Data:
Name of agreement:
Date of agreement:
Parties to the agreement:
Reference (if any):
Other agreements – any agreement(s) between the Parties which set out additional
obligations in relation to the Transferred Data, such as a data sharing
agreement or service agreement:
Name of agreement:
Date of agreement:
Parties to the agreement:
Reference (if any):
If the Exporter is a Processor or Sub-Processor – the agreement(s) between the
Exporter and the Party(s) which sets out the Exporter’s instructions for
Processing the Transferred Data:
Name of agreement:
Date of agreement:
Parties to the agreement:
Reference (if any):
Term
The Importer may Process the Transferred Data for the following time period:
☒ the period for which the Linked Agreement is in force
⬜ time period:
⬜ (only if the Importer is a Controller or not the Exporter’s Processor or
Sub-Processor) no longer than is necessary for the Purpose.
Ending the IDTA before the end of the Term
⬜ the Parties cannot end the IDTA before the end of the Term unless there is a
breach of the IDTA or the Parties agree in writing.
⬜ the Parties can end the IDTA before the end of the Term by serving:
months’ written notice, as set out in Section 29 (How to end this IDTA
without there being a breach).
Ending the IDTA when the Approved IDTA changes
Which Parties may end the IDTA as set out in Section 29.2:
⬜ Importer
⬜ Exporter
⬜ neither Party
Can the Importer make further transfers of the Transferred Data?
⬜ The Importer MAY transfer on the Transferred Data to another organisation or
person (who is a different legal entity) in accordance with Section 16.1
(Transferring on the Transferred Data).
⬜ The Importer MAY NOT transfer on the Transferred Data to another organisation
or person (who is a different legal entity) in accordance with Section 16.1
(Transferring on the Transferred Data).
Specific restrictions when the Importer may transfer on the Transferred Data
The Importer MAY ONLY forward the Transferred Data in accordance with Section
16.1:
⬜ if the Exporter tells it in writing that it may do so.
⬜ to:
⬜ to the authorised receivers (or the categories of authorised receivers) set
out in:
⬜ there are no specific restrictions.
Review Dates
⬜ No review is needed as this is a one-off transfer and the Importer does not
retain any Transferred Data
First review date:
The Parties must review the Security Requirements at least once:
⬜ each month(s)
⬜ each quarter
⬜ each 6 months
⬜ each year
⬜ each year(s)
⬜ each time there is a change to the Transferred Data, Purposes, Importer
Information, TRA or risk assessment
TABLE 3: TRANSFERRED DATA
Transferred Data
The personal data to be sent to the Importer under this IDTA consists of:
☒ The categories of Transferred Data will update automatically if the
information is updated in the Linked Agreement referred to.
⬜ The categories of Transferred Data will NOT update automatically if the
information is updated in the Linked Agreement referred to. The Parties must
agree a change under Section 5.3.
Special Categories of Personal Data and criminal convictions and offences
The Transferred Data includes data relating to:
⬜ racial or ethnic origin
⬜ political opinions
⬜ religious or philosophical beliefs
⬜ trade union membership
⬜ genetic data
⬜ biometric data for the purpose of uniquely identifying a natural person
⬜ physical or mental health
⬜ sex life or sexual orientation
⬜ criminal convictions and offences
⬜ none of the above
⬜ set out in:
And:
⬜ The categories of special category and criminal records data will update
automatically if the information is updated in the Linked Agreement referred to.
⬜ The categories of special category and criminal records data will NOT update
automatically if the information is updated in the Linked Agreement referred to.
The Parties must agree a change under Section 5.3.
Relevant Data Subjects
The Data Subjects of the Transferred Data are:
☒ The categories of Data Subjects will update automatically if the information
is updated in the Linked Agreement referred to.
⬜ The categories of Data Subjects will not update automatically if the
information is updated in the Linked Agreement referred to. The Parties must
agree a change under Section 5.3.
Purpose
⬜ The Importer may Process the Transferred Data for the following purposes:
⬜ The Importer may Process the Transferred Data for the purposes set out in:
In both cases, any other purposes which are compatible with the purposes set out
above.
☒ The purposes will update automatically if the information is updated in the
Linked Agreement referred to.
⬜ The purposes will NOT update automatically if the information is updated in
the Linked Agreement referred to. The Parties must agree a change under Section
5.3.
TABLE 4: SECURITY REQUIREMENTS
Security of Transmission
Security of Storage
Security of Processing
Organisational security measures
Technical security minimum requirements
Updates to the Security Requirements
☒ The Security Requirements will update automatically if the information is
updated in the Linked Agreement referred to.
⬜ The Security Requirements will NOT update automatically if the
information is updated in the Linked Agreement referred to. The Parties must
agree a change under Section 5.3.
PART 2: EXTRA PROTECTION CLAUSES
Extra Protection Clauses:
(i) Extra technical security protections
(ii) Extra organisational protections
(iii) Extra contractual protections
PART 3: COMMERCIAL CLAUSES
Commercial Clauses
PART 4: MANDATORY CLAUSES
INFORMATION THAT HELPS YOU TO UNDERSTAND THIS IDTA
1. This IDTA and Linked Agreements
1. Each Party agrees to be bound by the terms and conditions set out in the
IDTA, in exchange for the other Party also agreeing to be bound by the IDTA.
2. This IDTA is made up of:
1. Part one: Tables;
2. Part two: Extra Protection Clauses;
3. Part three: Commercial Clauses; and
4. Part four: Mandatory Clauses.
3. The IDTA starts on the Start Date and ends as set out in Sections 29 or 30.
4. If the Importer is a Processor or Sub-Processor instructed by the Exporter:
the Exporter must ensure that, on or before the Start Date and during the
Term, there is a Linked Agreement which is enforceable between the Parties
and which complies with Article 28 UK GDPR (and which they will ensure
continues to comply with Article 28 UK GDPR).
5. References to the Linked Agreement or to the Commercial Clauses are to that
Linked Agreement or to those Commercial Clauses only in so far as they are
consistent with the Mandatory Clauses.
2. Legal Meaning of Words
1. If a word starts with a capital letter it has the specific meaning set out
in the Legal Glossary in Section 36.
2. To make it easier to read and understand, this IDTA contains headings and
guidance notes. Those are not part of the binding contract which forms the
IDTA.
3. You have provided all the information required
1. The Parties must ensure that the information contained in Part one: Tables
is correct and complete at the Start Date and during the Term.
2. In Table 2: Transfer Details, if the selection that the Parties are
Controllers, Processors or Sub-Processors is wrong (either as a matter of
fact or as a result of applying the UK Data Protection Laws) then:
1. the terms and conditions of the Approved IDTA which apply to the correct
option which was not selected will apply; and
2. the Parties and any Relevant Data Subjects are entitled to enforce the terms
and conditions of the Approved IDTA which apply to that correct option.
3. In Table 2: Transfer Details, if the selection that the UK GDPR applies is
wrong (either as a matter of fact or as a result of applying the UK Data
Protection Laws), then the terms and conditions of the IDTA will still apply
to the greatest extent possible.
4. How to sign the IDTA
1. The Parties may choose to each sign (or execute):
1. the same copy of this IDTA;
2. two copies of the IDTA. In that case, each identical copy is still an
original of this IDTA, and together all those copies form one agreement;
3. a separate, identical copy of the IDTA. In that case, each identical copy is
still an original of this IDTA, and together all those copies form one
agreement,
unless signing (or executing) in this way would mean that the IDTA would not be
binding on the Parties under Local Laws.
5. Changing this IDTA
1. Each Party must not change the Mandatory Clauses as set out in the Approved
IDTA, except only:
1. to ensure correct cross-referencing: cross-references to Part one: Tables
(or any Table), Part two: Extra Protections, and/or Part three: Commercial
Clauses can be changed where the Parties have set out the information in a
different format, so that the cross-reference is to the correct location of
the same information, or where clauses have been removed as they do not
apply, as set out below;
2. to remove those Sections which are expressly stated not to apply to the
selections made by the Parties in Table 2: Transfer Details, that the
Parties are Controllers, Processors or Sub-Processors and/or that the
Importer is subject to, or not subject to, the UK GDPR. The Exporter and
Importer understand and acknowledge that any removed Sections may still
apply and form a part of this IDTA if they have been removed incorrectly,
including because the wrong selection is made in Table 2: Transfer Details;
3. so the IDTA operates as a multi-party agreement if there are more than two
Parties to the IDTA. This may include nominating a lead Party or lead
Parties which can make decisions on behalf of some or all of the other
Parties which relate to this IDTA (including reviewing Table 4: Security
Requirements and Part two: Extra Protection Clauses, and making updates to
Part one: Tables (or any Table), Part two: Extra Protection Clauses, and/or
Part three: Commercial Clauses); and/or
4. to update the IDTA to set out in writing any changes made to the Approved
IDTA under Section 5.4, if the Parties want to. The changes will apply
automatically without updating them as described in Section 5.4;
provided that the changes do not reduce the Appropriate Safeguards.
2. If the Parties wish to change the format of the information included in Part
one: Tables, Part two: Extra Protection Clauses or Part three: Commercial
Clauses of the Approved IDTA, they may do so by agreeing to the change in
writing, provided that the change does not reduce the Appropriate
Safeguards.
3. If the Parties wish to change the information included in Part one: Tables,
Part two: Extra Protection Clauses or Part three: Commercial Clauses of this
IDTA (or the equivalent information), they may do so by agreeing to the
change in writing, provided that the change does not reduce the Appropriate
Safeguards.
4. From time to time, the ICO may publish a revised Approved IDTA which:
1. makes reasonable and proportionate changes to the Approved IDTA, including
correcting errors in the Approved IDTA; and/or
2. reflects changes to UK Data Protection Laws.
The revised Approved IDTA will specify the start date from which the changes to
the Approved IDTA are effective and whether an additional Review Date is
required as a result of the changes. This IDTA is automatically amended as set
out in the revised Approved IDTA from the start date specified.
6. Understanding this IDTA
1. This IDTA must always be interpreted in a manner that is consistent with UK
Data Protection Laws and so that it fulfils the Parties’ obligation to
provide the Appropriate Safeguards.
2. If there is any inconsistency or conflict between UK Data Protection Laws
and this IDTA, the UK Data Protection Laws apply.
3. If the meaning of the IDTA is unclear or there is more than one meaning, the
meaning which most closely aligns with the UK Data Protection Laws applies.
4. Nothing in the IDTA (including the Commercial Clauses or the Linked
Agreement) limits or excludes either Party’s liability to Relevant Data
Subjects or to the ICO under this IDTA or under UK Data Protection Laws.
5. If any wording in Parts one, two or three contradicts the Mandatory Clauses,
and/or seeks to limit or exclude any liability to Relevant Data Subjects or
to the ICO, then that wording will not apply.
6. The Parties may include provisions in the Linked Agreement which provide the
Parties with enhanced rights otherwise covered by this IDTA. These enhanced
rights may be subject to commercial terms, including payment, under the
Linked Agreement, but this will not affect the rights granted under this
IDTA.
7. If there is any inconsistency or conflict between this IDTA and a Linked
Agreement or any other agreement, this IDTA overrides that Linked Agreement
or any other agreements, even if those agreements have been negotiated by
the Parties. The exceptions to this are where (and in so far as):
1. the inconsistent or conflicting terms of the Linked Agreement or other
agreement provide greater protection for the Relevant Data Subject’s rights,
in which case those terms will override the IDTA; and
2. a Party acts as Processor and the inconsistent or conflicting terms of the
Linked Agreement are obligations on that Party expressly required by Article
28 UK GDPR, in which case those terms will override the inconsistent or
conflicting terms of the IDTA in relation to Processing by that Party as
Processor.
8. The words “include”, “includes”, “including”, “in particular” are used to
set out examples and not to set out a finite list.
9. References to:
1. singular or plural words or people, also includes the plural or singular of
those words or people;
2. legislation (or specific provisions of legislation) means that legislation
(or specific provision) as it may change over time. This includes where that
legislation (or specific provision) has been consolidated, re-enacted and/or
replaced after this IDTA has been signed; and
3. any obligation not to do something, includes an obligation not to allow or
cause that thing to be done by anyone else.
7. Which laws apply to this IDTA
1. This IDTA is governed by the laws of the UK country set out in Table 2:
Transfer Details. If no selection has been made, it is the laws of England
and Wales. This does not apply to Section 35 which is always governed by the
laws of England and Wales.
HOW THIS IDTA PROVIDES APPROPRIATE SAFEGUARDS
8. The Appropriate Safeguards
1. The purpose of this IDTA is to ensure that the Transferred Data has
Appropriate Safeguards when Processed by the Importer during the Term. This
standard is met when and for so long as:
1. both Parties comply with the IDTA, including the Security Requirements and
any Extra Protection Clauses; and
2. the Security Requirements and any Extra Protection Clauses provide a level
of security which is appropriate to the risk of a Personal Data Breach
occurring and the impact on Relevant Data Subjects of such a Personal Data
Breach, including considering any Special Category Data within the
Transferred Data.
2. The Exporter must:
1. ensure and demonstrate that this IDTA (including any Security Requirements
and Extra Protection Clauses) provides Appropriate Safeguards; and
2. (if the Importer reasonably requests) provide it with a copy of any TRA.
3. The Importer must:
1. before receiving any Transferred Data, provide the Exporter with all
relevant information regarding Local Laws and practices and the protections
and risks which apply to the Transferred Data when it is Processed by the
Importer, including any information which may reasonably be required for the
Exporter to carry out any TRA (the “Importer Information”);
2. co-operate with the Exporter to ensure compliance with the Exporter’s
obligations under the UK Data Protection Laws;
3. review whether any Importer Information has changed, and whether any Local
Laws contradict its obligations in this IDTA and take reasonable steps to
verify this, on a regular basis. These reviews must be at least as frequent
as the Review Dates; and
4. inform the Exporter as soon as it becomes aware of any Importer Information
changing, and/or any Local Laws which may prevent or limit the Importer
complying with its obligations in this IDTA. This information then forms
part of the Importer Information.
4. The Importer must ensure that at the Start Date and during the Term:
1. the Importer Information is accurate;
2. it has taken reasonable steps to verify whether there are any Local Laws
which contradict its obligations in this IDTA or any additional information
regarding Local Laws which may be relevant to this IDTA.
5. Each Party must ensure that the Security Requirements and Extra Protection
Clauses provide a level of security which is appropriate to the risk of a
Personal Data Breach occurring and the impact on Relevant Data Subjects of
such a Personal Data Breach.
9. Reviews to ensure the Appropriate Safeguards continue
1. Each Party must:
1. review this IDTA (including the Security Requirements and Extra Protection
Clauses and the Importer Information) at regular intervals, to ensure that
the IDTA remains accurate and up to date and continues to provide the
Appropriate Safeguards. Each Party will carry out these reviews as
frequently as the relevant Review Dates or sooner; and
2. inform the other party in writing as soon as it becomes aware if any
information contained in either this IDTA, any TRA or Importer Information
is no longer accurate and up to date.
2. If, at any time, the IDTA no longer provides Appropriate Safeguards the
Parties must Without Undue Delay:
1. pause transfers and Processing of Transferred Data whilst a change to the
Tables is agreed. The Importer may retain a copy of the Transferred Data
during this pause, in which case the Importer must carry out any Processing
required to maintain, so far as possible, the measures it was taking to
achieve the Appropriate Safeguards prior to the time the IDTA no longer
provided Appropriate Safeguards, but no other Processing;
2. agree a change to Part one: Tables or Part two: Extra Protection Clauses
which will maintain the Appropriate Safeguards (in accordance with Section
5); and
3. where a change to Part one: Tables or Part two: Extra Protection Clauses
which maintains the Appropriate Safeguards cannot be agreed, the Exporter
must end this IDTA by written notice on the Importer.
10. The ICO
1. Each Party agrees to comply with any reasonable requests made by the ICO in
relation to this IDTA or its Processing of the Transferred Data.
2. The Exporter will provide a copy of any TRA, the Importer Information and
this IDTA to the ICO, if the ICO requests.
3. The Importer will provide a copy of any Importer Information and this IDTA
to the ICO, if the ICO requests.
THE EXPORTER
11. Exporter’s obligations
1. The Exporter agrees that UK Data Protection Laws apply to its Processing of
the Transferred Data, including transferring it to the Importer.
2. The Exporter must:
1. comply with the UK Data Protection Laws in transferring the Transferred Data
to the Importer;
2. comply with the Linked Agreement as it relates to its transferring the
Transferred Data to the Importer; and
3. carry out reasonable checks on the Importer’s ability to comply with this
IDTA, and take appropriate action including under Section 9.2, Section 29 or
Section 30, if at any time it no longer considers that the Importer is able
to comply with this IDTA or to provide Appropriate Safeguards.
3. The Exporter must comply with all its obligations in the IDTA, including any
in the Security Requirements, and any Extra Protection Clauses and any
Commercial Clauses.
4. The Exporter must co-operate with reasonable requests of the Importer to
pass on notices or other information to and from Relevant Data Subjects or
any Third Party Controller where it is not reasonably practical for the
Importer to do so. The Exporter may pass these on via a third party if it is
reasonable to do so.
5. The Exporter must co-operate with and provide reasonable assistance to the
Importer, so that the Importer is able to comply with its obligations to the
Relevant Data Subjects under Local Law and this IDTA.
THE IMPORTER
12. General Importer obligations
1. The Importer must:
1. only Process the Transferred Data for the Purpose;
2. comply with all its obligations in the IDTA, including in the Security
Requirements, any Extra Protection Clauses and any Commercial Clauses;
3. comply with all its obligations in the Linked Agreement which relate to its
Processing of the Transferred Data;
4. keep a written record of its Processing of the Transferred Data, which
demonstrate its compliance with this IDTA, and provide this written record
if asked to do so by the Exporter;
5. if the Linked Agreement includes rights for the Exporter to obtain
information or carry out an audit, provide the Exporter with the same rights
in relation to this IDTA; and
6. if the ICO requests, provide the ICO with the information it would be
required on request to provide to the Exporter under this Section 12.1
(including the written record of its Processing, and the results of audits
and inspections).
2. The Importer must co-operate with and provide reasonable assistance to the
Exporter and any Third Party Controller, so that the Exporter and any Third
Party Controller are able to comply with their obligations under UK Data
Protection Laws and this IDTA.
13. Importer’s obligations if it is subject to the UK Data Protection Laws
1. If the Importer’s Processing of the Transferred Data is subject to UK Data
Protection Laws, it agrees that:
1. UK Data Protection Laws apply to its Processing of the Transferred Data, and
the ICO has jurisdiction over it in that respect; and
2. it has and will comply with the UK Data Protection Laws in relation to the
Processing of the Transferred Data.
2. If Section 13.1 applies and the Importer complies with Section 13.1, it does
not need to comply with:
* Section 14 (Importer’s obligations to comply with key data protection
principles);
* Section 15 (What happens if there is an Importer Personal Data Breach);
* Section 15 (How Relevant Data Subjects can exercise their data subject
rights); and
* Section 21 (How Relevant Data Subjects can exercise their data subject rights
– if the Importer is the Exporter’s Processor or Sub-Processor).
14. Importer’s obligations to comply with key data protection principles
1. The Importer does not need to comply with this Section 14 if it is the
Exporter’s Processor or Sub-Processor.
2. The Importer must:
1. ensure that the Transferred Data it Processes is adequate, relevant and
limited to what is necessary for the Purpose;
2. ensure that the Transferred Data it Processes is accurate and (where
necessary) kept up to date, and (where appropriate considering the Purposes)
correct or delete any inaccurate Transferred Data it becomes aware of
Without Undue Delay; and
3. ensure that it Processes the Transferred Data for no longer than is
reasonably necessary for the Purpose.
15. What happens if there is an Importer Personal Data Breach
1. If there is an Importer Personal Data Breach, the Importer must:
1. take reasonable steps to fix it, including to minimise the harmful effects
on Relevant Data Subjects, stop it from continuing, and prevent it happening
again. If the Importer is the Exporter’s Processor or Sub-Processor: these
steps must comply with the Exporter’s instructions and the Linked Agreement
and be in co-operation with the Exporter and any Third Party Controller; and
2. ensure that the Security Requirements continue to provide (or are changed in
accordance with this IDTA so they do provide) a level of security which is
appropriate to the risk of a Personal Data Breach occurring and the impact
on Relevant Data Subjects of such a Personal Data Breach.
2. If the Importer is a Processor or Sub-Processor: if there is an Importer
Personal Data Breach, the Importer must:
1. notify the Exporter Without Undue Delay after becoming aware of the breach,
providing the following information:
1. a description of the nature of the Importer Personal Data Breach;
2. (if and when possible) the categories and approximate number of Data
Subjects and Transferred Data records concerned;
3. likely consequences of the Importer Personal Data Breach;
4. steps taken (or proposed to be taken) to fix the Importer Personal Data
Breach (including to minimise the harmful effects on Relevant Data Subjects,
stop it from continuing, and prevent it happening again) and to ensure that
Appropriate Safeguards are in place;
5. contact point for more information; and
6. any other information reasonably requested by the Exporter,
2. if it is not possible for the Importer to provide all the above information
at the same time, it may do so in phases, Without Undue Delay; and
3. assist the Exporter (and any Third Party Controller) so the Exporter (or any
Third Party Controller) can inform Relevant Data Subjects or the ICO or any
other relevant regulator or authority about the Importer Personal Data
Breach Without Undue Delay.
3. If the Importer is a Controller: if the Importer Personal Data Breach is
likely to result in a risk to the rights or freedoms of any Relevant Data
Subject the Importer must notify the Exporter Without Undue Delay after
becoming aware of the breach, providing the following information:
1. a description of the nature of the Importer Personal Data Breach;
2. (if and when possible) the categories and approximate number of Data
Subjects and Transferred Data records concerned;
3. likely consequences of the Importer Personal Data Breach;
4. steps taken (or proposed to be taken) to fix the Importer Personal Data
Breach (including to minimise the harmful effects on Relevant Data Subjects,
stop it from continuing, and prevent it happening again) and to ensure that
Appropriate Safeguards are in place;
5. contact point for more information; and
6. any other information reasonably requested by the Exporter.
If it is not possible for the Importer to provide all the above information at
the same time, it may do so in phases, Without Undue Delay.
4. If the Importer is a Controller: if the Importer Personal Data Breach is
likely to result in a high risk to the rights or freedoms of any Relevant
Data Subject, the Importer must inform those Relevant Data Subjects Without
Undue Delay, except in so far as it requires disproportionate effort, and
provided the Importer ensures that there is a public communication or
similar measures whereby Relevant Data Subjects are informed in an equally
effective manner.
5. The Importer must keep a written record of all relevant facts relating to
the Importer Personal Data Breach, which it will provide to the Exporter and
the ICO on request.
This record must include the steps it takes to fix the Importer Personal Data
Breach (including to minimise the harmful effects on Relevant Data Subjects,
stop it from continuing, and prevent it happening again) and to ensure that
Security Requirements continue to provide a level of security which is
appropriate to the risk of a Personal Data Breach occurring and the impact on
Relevant Data Subjects of such a Personal Data Breach.
16. Transferring on the Transferred Data
1. The Importer may only transfer on the Transferred Data to a third party if
it is permitted to do so in Table 2: Transfer Details Table, the transfer is
for the Purpose, the transfer does not breach the Linked Agreement, and one
or more of the following apply:
1. the third party has entered into a written contract with the Importer
containing the same level of protection for Data Subjects as contained in
this IDTA (based on the role of the recipient as controller or processor),
and the Importer has conducted a risk assessment to ensure that the
Appropriate Safeguards will be protected by that contract; or
2. the third party has been added to this IDTA as a Party; or
3. if the Importer was in the UK, transferring on the Transferred Data would
comply with Article 46 UK GDPR; or
4. if the Importer was in the UK transferring on the Transferred Data would
comply with one of the exceptions in Article 49 UK GDPR; or
5. the transfer is to the UK or an Adequate Country.
2. The Importer does not need to comply with Section 16.1 if it is transferring
on Transferred Data and/or allowing access to the Transferred Data in
accordance with Section 23 (Access Requests and Direct Access).
17. Importer’s responsibility if it authorises others to perform its
obligations
1. The Importer may sub-contract its obligations in this IDTA to a Processor or
Sub-Processor (provided it complies with Section 16).
2. If the Importer is the Exporter’s Processor or Sub-Processor: it must also
comply with the Linked Agreement or be with the written consent of the
Exporter.
3. The Importer must ensure that any person or third party acting under its
authority, including a Processor or Sub-Processor, must only Process the
Transferred Data on its instructions.
4. The Importer remains fully liable to the Exporter, the ICO and Relevant Data
Subjects for its obligations under this IDTA where it has sub-contracted any
obligations to its Processors and Sub-Processors, or authorised an employee
or other person to perform them (and references to the Importer in this
context will include references to its Processors, Sub-Processors or
authorised persons).
WHAT RIGHTS DO INDIVIDUALS HAVE?
18. The right to a copy of the IDTA
1. If a Party receives a request from a Relevant Data Subject for a copy of
this IDTA:
1. it will provide the IDTA to the Relevant Data Subject and inform the other
Party, as soon as reasonably possible;
2. it does not need to provide copies of the Linked Agreement, but it must
provide all the information from those Linked Agreements referenced in the
Tables;
3. it may redact information in the Tables or the information provided from the
Linked Agreement if it is reasonably necessary to protect business secrets
or confidential information, so long as it provides the Relevant Data
Subject with a summary of those redactions so that the Relevant Data Subject
can understand the content of the Tables or the information provided from
the Linked Agreement.
19. The right to Information about the Importer and its Processing
1. The Importer does not need to comply with this Section 19 if it is the
Exporter’s Processor or Sub-Processor.
2. The Importer must ensure that each Relevant Data Subject is provided with
details of:
* the Importer (including contact details and the Importer Data Subject
Contact);
* the Purposes; and
* any recipients (or categories of recipients) of the Transferred Data;
The Importer can demonstrate it has complied with this Section 19.2 if the
information is given (or has already been given) to the Relevant Data Subjects
by the Exporter or another party.
The Importer does not need to comply with this Section 19.2 in so far as to do
so would be impossible or involve a disproportionate effort, in which case, the
Importer must make the information publicly available.
3. The Importer must keep the details of the Importer Data Subject Contact up
to date and publicly available. This includes notifying the Exporter in
writing of any such changes.
4. The Importer must make sure those contact details are always easy to access
for all Relevant Data Subjects and be able to easily communicate with Data
Subjects in the English language Without Undue Delay.
20. How Relevant Data Subjects can exercise their data subject rights
1. The Importer does not need to comply with this Section 20 if it is the
Exporter’s Processor or Sub-Processor.
2. If an individual requests, the Importer must confirm whether it is
Processing their Personal Data as part of the Transferred Data.
3. The following Sections of this Section 20, relate to a Relevant Data
Subject’s Personal Data which forms part of the Transferred Data the
Importer is Processing.
4. If the Relevant Data Subject requests, the Importer must provide them with a
copy of their Transferred Data:
1. Without Undue Delay (and in any event within one month);
2. at no greater cost to the Relevant Data Subject than it would be able to
charge if it were subject to the UK Data Protection Laws;
3. in clear and plain English that is easy to understand; and
4. in an easily accessible form
together with
5. (if needed) a clear and plain English explanation of the Transferred Data so
that it is understandable to the Relevant Data Subject; and
6. information that the Relevant Data Subject has the right to bring a claim
for compensation under this IDTA.
5. If a Relevant Data Subject requests, the Importer must:
1. rectify inaccurate or incomplete Transferred Data;
2. erase Transferred Data if it is being Processed in breach of this IDTA;
3. cease using it for direct marketing purposes; and
4. comply with any other reasonable request of the Relevant Data Subject, which
the Importer would be required to comply with if it were subject to the UK
Data Protection Laws.
6. The Importer must not use the Transferred Data to make decisions about the
Relevant Data Subject based solely on automated processing, including
profiling (the “Decision-Making”), which produce legal effects concerning
the Relevant Data Subject or similarly significantly affects them, except if
it is permitted by Local Law and:
1. the Relevant Data Subject has given their explicit consent to such
Decision-Making; or
2. Local Law has safeguards which provide sufficiently similar protection for
the Relevant Data Subjects in relation to such Decision-Making, as to the
relevant protection the Relevant Data Subject would have if such
Decision-Making was in the UK; or
3. the Extra Protection Clauses provide safeguards for the Decision-Making
which provide sufficiently similar protection for the Relevant Data Subjects
in relation to such Decision-Making, as to the relevant protection the
Relevant Data Subject would have if such Decision-Making was in the UK.
21. How Relevant Data Subjects can exercise their data subject rights– if the
Importer is the Exporter’s Processor or Sub-Processor
1. Where the Importer is the Exporter’s Processor or Sub-Processor: If the
Importer receives a request directly from an individual which relates to the
Transferred Data it must pass that request on to the Exporter Without Undue
Delay. The Importer must only respond to that individual as authorised by
the Exporter or any Third Party Controller.
22. Rights of Relevant Data Subjects are subject to the exemptions in the UK
Data Protection Laws
1. The Importer is not required to respond to requests or provide information
or notifications under Sections 18, 19, 20, 21 and 23 if:
1. it is unable to reasonably verify the identity of an individual making the
request; or
2. the requests are manifestly unfounded or excessive, including where requests
are repetitive. In that case the Importer may refuse the request or may
charge the Relevant Data Subject a reasonable fee; or
3. a relevant exemption would be available under UK Data Protection Laws, were
the Importer subject to the UK Data Protection Laws.
If the Importer refuses an individual’s request or charges a fee under Section
22.1.2 it will set out in writing the reasons for its refusal or charge, and
inform the Relevant Data Subject that they are entitled to bring a claim for
compensation under this IDTA in the case of any breach of this IDTA.
HOW TO GIVE THIRD PARTIES ACCESS TO TRANSFERRED DATA UNDER LOCAL LAWS
23. Access requests and direct access
1. In this Section 23 an “Access Request” is a legally binding request (except
for requests only binding by contract law) to access any Transferred Data
and “Direct Access” means direct access to any Transferred Data by public
authorities of which the Importer is aware.
2. The Importer may disclose any requested Transferred Data in so far as it
receives an Access Request, unless in the circumstances it is reasonable for
it to challenge that Access Request on the basis there are significant
grounds to believe that it is unlawful.
3. In so far as Local Laws allow and it is reasonable to do so, the Importer
will Without Undue Delay provide the following with relevant information
about any Access Request or Direct Access: the Exporter; any Third Party
Controller; and where the Importer is a Controller, any Relevant Data
Subjects.
4. In so far as Local Laws allow, the Importer must:
1. make and keep a written record of Access Requests and Direct Access,
including (if known): the dates, the identity of the requestor/accessor, the
purpose of the Access Request or Direct Access, the type of data requested
or accessed, whether it was challenged or appealed, and the outcome; and the
Transferred Data which was provided or accessed; and
2. provide a copy of this written record to the Exporter on each Review Date
and any time the Exporter or the ICO reasonably requests.
24. Giving notice
1. If a Party is required to notify any other Party in this IDTA it will be
marked for the attention of the relevant Key Contact and sent by e-mail to
the e-mail address given for the Key Contact.
2. If the notice is sent in accordance with Section 24.1, it will be deemed to
have been delivered at the time the e-mail was sent, or if that time is
outside of the receiving Party’s normal business hours, the receiving
Party’s next normal business day, and provided no notice of non-delivery or
bounceback is received.
3. The Parties agree that any Party can update their Key Contact details by
giving 14 days’ (or more) notice in writing to the other Party.
25. General clauses
1. In relation to the transfer of the Transferred Data to the Importer and the
Importer’s Processing of the Transferred Data, this IDTA and any Linked
Agreement:
1. contain all the terms and conditions agreed by the Parties; and
2. override all previous contacts and arrangements, whether oral or in writing.
2. If one Party made any oral or written statements to the other before
entering into this IDTA (which are not written in this IDTA) the other Party
confirms that it has not relied on those statements and that it will not
have a legal remedy if those statements are untrue or incorrect, unless the
statement was made fraudulently.
3. Neither Party may novate, assign or obtain a legal charge over this IDTA (in
whole or in part) without the written consent of the other Party, which may
be set out in the Linked Agreement.
4. Except as set out in Section 17.1, neither Party may sub contract its
obligations under this IDTA without the written consent of the other Party,
which may be set out in the Linked Agreement.
5. This IDTA does not make the Parties a partnership, nor appoint one Party to
act as the agent of the other Party.
6. If any Section (or part of a Section) of this IDTA is or becomes illegal,
invalid or unenforceable, that will not affect the legality, validity and
enforceability of any other Section (or the rest of that Section) of this
IDTA.
7. If a Party does not enforce, or delays enforcing, its rights or remedies
under or in relation to this IDTA, this will not be a waiver of those rights
or remedies. In addition, it will not restrict that Party’s ability to
enforce those or any other right or remedy in future.
8. If a Party chooses to waive enforcing a right or remedy under or in relation
to this IDTA, then this waiver will only be effective if it is made in
writing. Where a Party provides such a written waiver:
1. it only applies in so far as it explicitly waives specific rights or
remedies;
2. it shall not prevent that Party from exercising those rights or remedies in
the future (unless it has explicitly waived its ability to do so); and
3. it will not prevent that Party from enforcing any other right or remedy in
future.
WHAT HAPPENS IF THERE IS A BREACH OF THIS IDTA?
26. Breaches of this IDTA
1. Each Party must notify the other Party in writing (and with all relevant
details) if it:
1. has breached this IDTA; or
2. it should reasonably anticipate that it may breach this IDTA, and provide
any information about this which the other Party reasonably requests.
2. In this IDTA “Significant Harmful Impact” means that there is more than a
minimal risk of a breach of the IDTA causing (directly or indirectly)
significant damage to any Relevant Data Subject or the other Party.
27. Breaches of this IDTA by the Importer
1. If the Importer has breached this IDTA, and this has a Significant Harmful
Impact, the Importer must take steps Without Undue Delay to end the
Significant Harmful Impact, and if that is not possible to reduce the
Significant Harmful Impact as much as possible.
2. Until there is no ongoing Significant Harmful Impact on Relevant Data
Subjects:
1. the Exporter must suspend sending Transferred Data to the Importer;
2. If the Importer is the Exporter’s Processor or Sub-Processor: if the
Exporter requests, the importer must securely delete all Transferred Data or
securely return it to the Exporter (or a third party named by the Exporter);
and
3. if the Importer has transferred on the Transferred Data to a third party
receiver under Section 16, and the breach has a Significant Harmful Impact
on Relevant Data Subject when it is Processed by or on behalf of that third
party receiver, the Importer must:
1. notify the third party receiver of the breach and suspend sending it
Transferred Data; and
2. if the third party receiver is the Importer’s Processor or Sub-Processor:
make the third party receiver securely delete all Transferred Data being
Processed by it or on its behalf, or securely return it to the Importer (or
a third party named by the Importer).
3. If the breach cannot be corrected Without Undue Delay, so there is no
ongoing Significant Harmful Impact on Relevant Data Subjects, the Exporter
must end this IDTA under Section 30.1.
28. Breaches of this IDTA by the Exporter
1. If the Exporter has breached this IDTA, and this has a Significant Harmful
Impact, the Exporter must take steps Without Undue Delay to end the
Significant Harmful Impact and if that is not possible to reduce the
Significant Harmful Impact as much as possible.
2. Until there is no ongoing risk of a Significant Harmful Impact on Relevant
Data Subjects, the Exporter must suspend sending Transferred Data to the
Importer.
3. If the breach cannot be corrected Without Undue Delay, so there is no
ongoing Significant Harmful Impact on Relevant Data Subjects, the Importer
must end this IDTA under Section 30.1.
ENDING THE IDTA
29. How to end this IDTA without there being a breach
1. The IDTA will end:
1. at the end of the Term stated in Table 2: Transfer Details; or
2. if in Table 2: Transfer Details, the Parties can end this IDTA by providing
written notice to the other: at the end of the notice period stated;
3. at any time that the Parties agree in writing that it will end; or
4. at the time set out in Section 29.2.
2. If the ICO issues a revised Approved IDTA under Section 5.4, if any Party
selected in Table 2 “Ending the IDTA when the Approved IDTA changes”, will
as a direct result of the changes in the Approved IDTA have a substantial,
disproportionate and demonstrable increase in:
1. its direct costs of performing its obligations under the IDTA; and/or
2. its risk under the IDTA,
and in either case it has first taken reasonable steps to reduce that cost or
risk so that it is not substantial and disproportionate, that Party may end the
IDTA at the end of a reasonable notice period, by providing written notice for
that period to the other Party before the start date of the revised Approved
IDTA.
30. How to end this IDTA if there is a breach
1. A Party may end this IDTA immediately by giving the other Party written
notice if:
1. the other Party has breached this IDTA and this has a Significant Harmful
Impact. This includes repeated minor breaches which taken together have a
Significant Harmful Impact, and
1. the breach can be corrected so there is no Significant Harmful Impact, and
the other Party has failed to do so Without Undue Delay (which cannot be
more than 14 days of being required to do so in writing); or
2. the breach and its Significant Harmful Impact cannot be corrected;
2. the Importer can no longer comply with Section 8.3, as there are Local Laws
which mean it cannot comply with this IDTA and this has a Significant
Harmful Impact.
31. What must the Parties do when the IDTA ends?
1. If the parties wish to bring this IDTA to an end or this IDTA ends in
accordance with any provision in this IDTA, but the Importer must comply
with a Local Law which requires it to continue to keep any Transferred Data
then this IDTA will remain in force in respect of any retained Transferred
Data for as long as the retained Transferred Data is retained, and the
Importer must:
1. notify the Exporter Without Undue Delay, including details of the relevant
Local Law and the required retention period;
2. retain only the minimum amount of Transferred Data it needs to comply with
that Local Law, and the Parties must ensure they maintain the Appropriate
Safeguards, and change the Tables and Extra Protection Clauses, together
with any TRA to reflect this; and
3. stop Processing the Transferred Data as soon as permitted by that Local Law
and the IDTA will then end and the rest of this Section 29 will apply.
2. When this IDTA ends (no matter what the reason is):
1. the Exporter must stop sending Transferred Data to the Importer; and
2. if the Importer is the Exporter’s Processor or Sub-Processor: the Importer
must delete all Transferred Data or securely return it to the Exporter (or a
third party named by the Exporter), as instructed by the Exporter;
3. if the Importer is a Controller and/or not the Exporter’s Processor or
Sub-Processor: the Importer must securely delete all Transferred Data.
4. the following provisions will continue in force after this IDTA ends (no
matter what the reason is):
* Section 1 (This IDTA and Linked Agreements);
* Section 2 (Legal Meaning of Words);
* Section 6 (Understanding this IDTA);
* Section 7 (Which laws apply to this IDTA);
* Section 10 (The ICO);
* Sections 11.1 and 11.4 (Exporter’s obligations);
* Sections 12.1.2, 12.1.3, 12.1.4, 12.1.5 and 12.1.6 (General Importer
obligations);
* Section 13.1 (Importer’s obligations if it is subject to UK Data Protection
Laws);
* Section 17 (Importer’s responsibility if it authorised others to perform its
obligations);
* Section 24 (Giving notice);
* Section 25 (General clauses);
* Section 31 (What must the Parties do when the IDTA ends);
* Section 32 (Your liability);
* Section 33 (How Relevant Data Subjects and the ICO may bring legal claims);
* Section 34 (Courts legal claims can be brought in);
* Section 35 (Arbitration); and
* Section 36 (Legal Glossary).
HOW TO BRING A LEGAL CLAIM UNDER THIS IDTA
32. Your liability
1. The Parties remain fully liable to Relevant Data Subjects for fulfilling
their obligations under this IDTA and (if they apply) under UK Data
Protection Laws.
2. Each Party (in this Section, “Party One”) agrees to be fully liable to
Relevant Data Subjects for the entire damage suffered by the Relevant Data
Subject, caused directly or indirectly by:
1. Party One’s breach of this IDTA; and/or
2. where Party One is a Processor, Party One’s breach of any provisions
regarding its Processing of the Transferred Data in the Linked Agreement;
3. where Party One is a Controller, a breach of this IDTA by the other Party if
it involves Party One’s Processing of the Transferred Data (no matter how
minimal)
in each case unless Party One can prove it is not in any way responsible for the
event giving rise to the damage.
3. If one Party has paid compensation to a Relevant Data Subject under Section
32.2, it is entitled to claim back from the other Party that part of the
compensation corresponding to the other Party’s responsibility for the
damage, so that the compensation is fairly divided between the Parties.
4. The Parties do not exclude or restrict their liability under this IDTA or UK
Data Protection Laws, on the basis that they have authorised anyone who is
not a Party (including a Processor) to perform any of their obligations, and
they will remain responsible for performing those obligations.
33. How Relevant Data Subjects and the ICO may bring legal claims
1. The Relevant Data Subjects are entitled to bring claims against the Exporter
and/or Importer for breach of the following (including where their
Processing of the Transferred Data is involved in a breach of the following
by either Party):
* Section 1 (This IDTA and Linked Agreements);
* Section 3 (You have provided all the information required by Part one: Tables
and Part two: Extra Protection Clauses);
* Section 8 (The Appropriate Safeguards);
* Section 9 (Reviews to ensure the Appropriate Safeguards continue);
* Section 11 (Exporter’s obligations);
* Section 12 (General Importer Obligations);
* Section 13 (Importer’s obligations if it is subject to UK Data Protection
Laws);
* Section 14 (Importer’s obligations to comply with key data protection laws);
* Section 15 (What happens if there is an Importer Personal Data Breach);
* Section 16 (Transferring on the Transferred Data);
* Section 17 (Importer’s responsibility if it authorises others to perform its
obligations);
* Section 18 (The right to a copy of the IDTA);
* Section 19 (The Importer’s contact details for the Relevant Data Subjects);
* Section 20 (How Relevant Data Subjects can exercise their data subject
rights);
* Section 21 (How Relevant Data Subjects can exercise their data subject
rights– if the Importer is the Exporter’s Processor or Sub-Processor);
* Section 23 (Access Requests and Direct Access);
* Section 26 (Breaches of this IDTA);
* Section 27 (Breaches of this IDTA by the Importer);
* Section 28 (Breaches of this IDTA by the Exporter);
* Section 30 (How to end this IDTA if there is a breach);
* Section 31 (What must the Parties do when the IDTA ends); and
* any other provision of the IDTA which expressly or by implication benefits
the Relevant Data Subjects.
1. The ICO is entitled to bring claims against the Exporter and/or Importer for
breach of the following Sections: Section 10 (The ICO), Sections 11.1 and
11.2 (Exporter’s obligations), Section 12.1.6 (General Importer obligations)
and Section 13 (Importer’s obligations if it is subject to UK Data
Protection Laws).
2. No one else (who is not a Party) can enforce any part of this IDTA
(including under the Contracts (Rights of Third Parties) Act 1999).
3. The Parties do not need the consent of any Relevant Data Subject or the ICO
to make changes to this IDTA, but any changes must be made in accordance
with its terms.
4. In bringing a claim under this IDTA, a Relevant Data Subject may be
represented by a not-for-profit body, organisation or association under the
same conditions set out in Article 80(1) UK GDPR and sections 187 to 190 of
the Data Protection Act 2018.
34. Courts legal claims can be brought in
1. The courts of the UK country set out in Table 2: Transfer Details have
non-exclusive jurisdiction over any claim in connection with this IDTA
(including non-contractual claims).
2. The Exporter may bring a claim against the Importer in connection with this
IDTA (including non-contractual claims) in any court in any country with
jurisdiction to hear the claim.
3. The Importer may only bring a claim against the Exporter in connection with
this IDTA (including non-contractual claims) in the courts of the UK country
set out in the Table 2: Transfer Details
4. Relevant Data Subjects and the ICO may bring a claim against the Exporter
and/or the Importer in connection with this IDTA (including non-contractual
claims) in any court in any country with jurisdiction to hear the claim.
5. Each Party agrees to provide to the other Party reasonable updates about any
claims or complaints brought against it by a Relevant Data Subject or the
ICO in connection with the Transferred Data (including claims in
arbitration).
35. Arbitration
1. Instead of bringing a claim in a court under Section 34, any Party, or a
Relevant Data Subject may elect to refer any dispute arising out of or in
connection with this IDTA (including non-contractual claims) to final
resolution by arbitration under the Rules of the London Court of
International Arbitration, and those Rules are deemed to be incorporated by
reference into this Section 35.
2. The Parties agree to submit to any arbitration started by another Party or
by a Relevant Data Subject in accordance with this Section 35.
3. There must be only one arbitrator. The arbitrator (1) must be a lawyer
qualified to practice law in one or more of England and Wales, or Scotland,
or Northern Ireland and (2) must have experience of acting or advising on
disputes relating to UK Data Protection Laws.
4. London shall be the seat or legal place of arbitration. It does not matter
if the Parties selected a different UK country as the ‘primary place for
legal claims to be made’ in Table 2: Transfer Details.
5. The English language must be used in the arbitral proceedings.
6. English law governs this Section 35. This applies regardless of whether or
not the parties selected a different UK country’s law as the ‘UK country’s
law that governs the IDTA’ in Table 2: Transfer Details.
36. Legal Glossary
Word or Phrase
Legal definition
(this is how this word or phrase must be interpreted in the IDTA)
Access Request
As defined in Section 23, as a legally binding request (except for requests only
binding by contract law) to access any Transferred Data.
Adequate Country
A third country, or:
* a territory;
* one or more sectors or organisations within a third country;
* an international organisation;
which the Secretary of State has specified by regulations provides an adequate
level of protection of Personal Data in accordance with Section 17A of the Data
Protection Act 2018.
Appropriate Safeguards
The standard of protection over the Transferred Data and of the Relevant Data
Subject’s rights, which is required by UK Data Protection Laws when you are
making a Restricted Transfer relying on standard data protection clauses under
Article 46(2)(d) UK GDPR.
Approved IDTA
The template IDTA A1.0 issued by the ICO and laid before Parliament in
accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it
is revised under Section 5.4.
Commercial Clauses
The commercial clauses set out in Part three.
Controller
As defined in the UK GDPR.
Damage
All material and non-material loss and damage.
Data Subject
As defined in the UK GDPR.
Decision-Making
As defined in Section 20.6, as decisions about the Relevant Data Subjects based
solely on automated processing, including profiling, using the Transferred Data.
Direct Access
As defined in Section 23 as direct access to any Transferred Data by public
authorities of which the Importer is aware.
Exporter
The exporter identified in Table 1: Parties & Signature.
Extra Protection Clauses
The clauses set out in Part two: Extra Protection Clauses.
ICO
The Information Commissioner.
Importer
The importer identified in Table 1: Parties & Signature.
Importer Data Subject Contact
The Importer Data Subject Contact identified in Table 1: Parties & Signature,
which may be updated in accordance with Section 19.
Importer Information
As defined in Section 8.3.1, as all relevant information regarding Local Laws
and practices and the protections and risks which apply to the Transferred Data
when it is Processed by the Importer, including for the Exporter to carry out
any TRA.
Importer Personal Data Breach
A ‘personal data breach’ as defined in UK GDPR, in relation to the Transferred
Data when Processed by the Importer.
Linked Agreement
The linked agreements set out in Table 2: Transfer Details (if any).
Local Laws
Laws which are not the laws of the UK and which bind the Importer.
Mandatory Clauses
Part four: Mandatory Clauses of this IDTA.
Notice Period
As set out in Table 2: Transfer Details.
Party/Parties
The parties to this IDTA as set out in Table 1: Parties & Signature.
Personal Data
As defined in the UK GDPR.
Personal Data Breach
As defined in the UK GDPR.
Processing
As defined in the UK GDPR.
When the IDTA refers to Processing by the Importer, this includes where a third
party Sub-Processor of the Importer is Processing on the Importer’s behalf.
Processor
As defined in the UK GDPR.
Purpose
The ‘Purpose’ set out in Table 2: Transfer Details, including any purposes which
are not incompatible with the purposes stated or referred to.
Relevant Data Subject
A Data Subject of the Transferred Data.
Restricted Transfer
A transfer which is covered by Chapter V of the UK GDPR
Review Dates
The review dates or period for the Security Requirements set out in Table 2:
Transfer Details, and any review dates set out in any revised Approved IDTA.
Significant Harmful Impact
As defined in Section 26.2 as where there is more than a minimal risk of the
breach causing (directly or indirectly) significant harm to any Relevant Data
Subject or the other Party.
Special Category Data
As described in the UK GDPR, together with criminal conviction or criminal
offence data.
Start Date
As set out in Table 1: Parties and signature.
Sub-Processor
A Processor appointed by another Processor to Process Personal Data on its
behalf.
This includes Sub-Processors of any level, for example a Sub-Sub-Processor.
Tables
The Tables set out in Part one of this IDTA.
Term
As set out in Table 2: Transfer Details.
Third Party Controller
The Controller of the Transferred Data where the Exporter is a Processor or
Sub-Processor
If there is not a Third Party Controller this can be disregarded.
Transfer Risk Assessment or TRA
A risk assessment in so far as it is required by UK Data Protection Laws to
demonstrate that the IDTA provides the Appropriate Safeguards
Transferred Data
Any Personal Data which the Parties transfer, or intend to transfer under this
IDTA, as described in Table 2: Transfer Details
UK Data Protection Laws
All laws relating to data protection, the processing of personal data, privacy
and/or electronic communications in force from time to time in the UK, including
the UK GDPR and the Data Protection Act 2018.
UK GDPR
As defined in Section 3 of the Data Protection Act 2018.
Without Undue Delay
Without undue delay, as that phase is interpreted in the UK GDPR.
ALTERNATIVE PART 4 MANDATORY CLAUSES:
Mandatory Clauses
Part 4: Mandatory Clauses of the Approved IDTA, being the template IDTA A.1.0
issued by the ICO and laid before Parliament in accordance with s119A of the
Data Protection Act 2018 on 2 February 2022, as it is revised under Section 5.4
of those Mandatory Clauses.
--------------------------------------------------------------------------------
Schedule 3C
United Kingdom Standard Contractual Clauses
STANDARD DATA PROTECTION CLAUSES TO BE ISSUED BY THE COMMISSIONER UNDER S119A(1)
DATA PROTECTION ACT 2018
INTERNATIONAL DATA TRANSFER AGREEMENT
VERSION A1.0, in force 21 September 2022
This IDTA has been issued by the Information Commissioner for Parties making
Restricted Transfers. The Information Commissioner considers that it provides
Appropriate Safeguards for Restricted Transfers when it is entered into as a
legally binding contract.
PART 1: TABLES
TABLE 1: PARTIES AND SIGNATURES
Start date
The Parties
Exporter (who sends the Restricted Transfer)
Importer (who receives the Restricted Transfer)
Parties’ details
Full legal name:
Trading name (if different):
Main address (if a company registered address):
Official registration number (if any) (company number or similar identifier):
Full legal name: Securiti Inc.
Main address (if a company registered address): Securiti Inc.
Official registration number (if any) (company number or similar identifier):
83-2500426
Key Contact
Full Name (optional):
Job Title:
Contact details including email:
Full Name (optional): James Stoddard
Job Title: VP Finance
Contact details including email:
Importer Data Subject Contact
Job Title: DPO
Contact details including email: Chaks Chigurupati
chaks.chigurupati@securiti.ai
Signatures confirming each Party agrees to be bound by this IDTA
Signed for and on behalf of the Exporter set out above
Signed:
Date of signature:
Full name:
Job title:
Signed for and on behalf of the Importer set out above
Signed:
Date of signature:
Full name:
Job title:
TABLE 2: TRANSFER DETAILS
UK country’s law that governs the IDTA:
⬜ England and Wales
⬜ Northern Ireland
⬜ Scotland
Primary place for legal claims to be made by the Parties
⬜ England and Wales
⬜ Northern Ireland
⬜ Scotland
The status of the Exporter
In relation to the Processing of the Transferred Data:
⬜ Exporter is a Controller
⬜ Exporter is a Processor or Sub-Processor
The status of the Importer
In relation to the Processing of the Transferred Data:
⬜ Importer is a Controller
☒ Importer is the Exporter’s Processor or Sub-Processor
⬜ Importer is not the Exporter’s Processor or Sub-Processor (and the Importer
has been instructed by a Third Party Controller)
Whether UK GDPR applies to the Importer
☒ UK GDPR applies to the Importer’s Processing of the Transferred Data
⬜ UK GDPR does not apply to the Importer’s Processing of the Transferred Data
Linked Agreement
If the Importer is the Exporter’s Processor or Sub-Processor – the agreement(s)
between the Parties which sets out the Processor’s or Sub-Processor’s
instructions for Processing the Transferred Data:
Name of agreement:
Date of agreement:
Parties to the agreement:
Reference (if any):
Other agreements – any agreement(s) between the Parties which set out additional
obligations in relation to the Transferred Data, such as a data sharing
agreement or service agreement:
Name of agreement:
Date of agreement:
Parties to the agreement:
Reference (if any):
If the Exporter is a Processor or Sub-Processor – the agreement(s) between the
Exporter and the Party(s) which sets out the Exporter’s instructions for
Processing the Transferred Data:
Name of agreement:
Date of agreement:
Parties to the agreement:
Reference (if any):
Term
The Importer may Process the Transferred Data for the following time period:
☒ the period for which the Linked Agreement is in force
⬜ time period:
⬜ (only if the Importer is a Controller or not the Exporter’s Processor or
Sub-Processor) no longer than is necessary for the Purpose.
Ending the IDTA before the end of the Term
⬜ the Parties cannot end the IDTA before the end of the Term unless there is a
breach of the IDTA or the Parties agree in writing.
⬜ the Parties can end the IDTA before the end of the Term by serving:
months’ written notice, as set out in Section 29 (How to end this IDTA
without there being a breach).
Ending the IDTA when the Approved IDTA changes
Which Parties may end the IDTA as set out in Section 29.2:
⬜ Importer
⬜ Exporter
⬜ neither Party
Can the Importer make further transfers of the Transferred Data?
⬜ The Importer MAY transfer on the Transferred Data to another organisation or
person (who is a different legal entity) in accordance with Section 16.1
(Transferring on the Transferred Data).
⬜ The Importer MAY NOT transfer on the Transferred Data to another organisation
or person (who is a different legal entity) in accordance with Section 16.1
(Transferring on the Transferred Data).
Specific restrictions when the Importer may transfer on the Transferred Data
The Importer MAY ONLY forward the Transferred Data in accordance with Section
16.1:
⬜ if the Exporter tells it in writing that it may do so.
⬜ to:
⬜ to the authorised receivers (or the categories of authorised receivers) set
out in:
⬜ there are no specific restrictions.
Review Dates
⬜ No review is needed as this is a one-off transfer and the Importer does not
retain any Transferred Data
First review date:
The Parties must review the Security Requirements at least once:
⬜ each month(s)
⬜ each quarter
⬜ each 6 months
⬜ each year
⬜ each year(s)
⬜ each time there is a change to the Transferred Data, Purposes, Importer
Information, TRA or risk assessment
TABLE 3: TRANSFERRED DATA
Transferred Data
The personal data to be sent to the Importer under this IDTA consists of:
☒ The categories of Transferred Data will update automatically if the
information is updated in the Linked Agreement referred to.
⬜ The categories of Transferred Data will NOT update automatically if the
information is updated in the Linked Agreement referred to. The Parties must
agree a change under Section 5.3.
Special Categories of Personal Data and criminal convictions and offences
The Transferred Data includes data relating to:
⬜ racial or ethnic origin
⬜ political opinions
⬜ religious or philosophical beliefs
⬜ trade union membership
⬜ genetic data
⬜ biometric data for the purpose of uniquely identifying a natural person
⬜ physical or mental health
⬜ sex life or sexual orientation
⬜ criminal convictions and offences
⬜ none of the above
⬜ set out in:
And:
⬜ The categories of special category and criminal records data will update
automatically if the information is updated in the Linked Agreement referred to.
⬜ The categories of special category and criminal records data will NOT update
automatically if the information is updated in the Linked Agreement referred to.
The Parties must agree a change under Section 5.3.
Relevant Data Subjects
The Data Subjects of the Transferred Data are:
☒ The categories of Data Subjects will update automatically if the information
is updated in the Linked Agreement referred to.
⬜ The categories of Data Subjects will not update automatically if the
information is updated in the Linked Agreement referred to. The Parties must
agree a change under Section 5.3.
Purpose
⬜ The Importer may Process the Transferred Data for the following purposes:
⬜ The Importer may Process the Transferred Data for the purposes set out in:
In both cases, any other purposes which are compatible with the purposes set out
above.
☒ The purposes will update automatically if the information is updated in the
Linked Agreement referred to.
⬜ The purposes will NOT update automatically if the information is updated in
the Linked Agreement referred to. The Parties must agree a change under Section
5.3.
TABLE 4: SECURITY REQUIREMENTS
Security of Transmission
Security of Storage
Security of Processing
Organisational security measures
Technical security minimum requirements
Updates to the Security Requirements
☒ The Security Requirements will update automatically if the information is
updated in the Linked Agreement referred to.
⬜ The Security Requirements will NOT update automatically if the
information is updated in the Linked Agreement referred to. The Parties must
agree a change under Section 5.3.
PART 2: EXTRA PROTECTION CLAUSES
Extra Protection Clauses:
(i) Extra technical security protections
(ii) Extra organisational protections
(iii) Extra contractual protections
PART 3: COMMERCIAL CLAUSES
Commercial Clauses
PART 4: MANDATORY CLAUSES
INFORMATION THAT HELPS YOU TO UNDERSTAND THIS IDTA
1. This IDTA and Linked Agreements
1. Each Party agrees to be bound by the terms and conditions set out in the
IDTA, in exchange for the other Party also agreeing to be bound by the IDTA.
2. This IDTA is made up of:
1. Part one: Tables;
2. Part two: Extra Protection Clauses;
3. Part three: Commercial Clauses; and
4. Part four: Mandatory Clauses.
3. The IDTA starts on the Start Date and ends as set out in Sections 29 or 30.
4. If the Importer is a Processor or Sub-Processor instructed by the Exporter:
the Exporter must ensure that, on or before the Start Date and during the
Term, there is a Linked Agreement which is enforceable between the Parties
and which complies with Article 28 UK GDPR (and which they will ensure
continues to comply with Article 28 UK GDPR).
5. References to the Linked Agreement or to the Commercial Clauses are to that
Linked Agreement or to those Commercial Clauses only in so far as they are
consistent with the Mandatory Clauses.
2. Legal Meaning of Words
1. If a word starts with a capital letter it has the specific meaning set out
in the Legal Glossary in Section 36.
2. To make it easier to read and understand, this IDTA contains headings and
guidance notes. Those are not part of the binding contract which forms the
IDTA.
3. You have provided all the information required
1. The Parties must ensure that the information contained in Part one: Tables
is correct and complete at the Start Date and during the Term.
2. In Table 2: Transfer Details, if the selection that the Parties are
Controllers, Processors or Sub-Processors is wrong (either as a matter of
fact or as a result of applying the UK Data Protection Laws) then:
1. the terms and conditions of the Approved IDTA which apply to the correct
option which was not selected will apply; and
2. the Parties and any Relevant Data Subjects are entitled to enforce the terms
and conditions of the Approved IDTA which apply to that correct option.
3. In Table 2: Transfer Details, if the selection that the UK GDPR applies is
wrong (either as a matter of fact or as a result of applying the UK Data
Protection Laws), then the terms and conditions of the IDTA will still apply
to the greatest extent possible.
4. How to sign the IDTA
1. The Parties may choose to each sign (or execute):
1. the same copy of this IDTA;
2. two copies of the IDTA. In that case, each identical copy is still an
original of this IDTA, and together all those copies form one agreement;
3. a separate, identical copy of the IDTA. In that case, each identical copy is
still an original of this IDTA, and together all those copies form one
agreement,
unless signing (or executing) in this way would mean that the IDTA would not be
binding on the Parties under Local Laws.
5. Changing this IDTA
1. Each Party must not change the Mandatory Clauses as set out in the Approved
IDTA, except only:
1. to ensure correct cross-referencing: cross-references to Part one: Tables
(or any Table), Part two: Extra Protections, and/or Part three: Commercial
Clauses can be changed where the Parties have set out the information in a
different format, so that the cross-reference is to the correct location of
the same information, or where clauses have been removed as they do not
apply, as set out below;
2. to remove those Sections which are expressly stated not to apply to the
selections made by the Parties in Table 2: Transfer Details, that the
Parties are Controllers, Processors or Sub-Processors and/or that the
Importer is subject to, or not subject to, the UK GDPR. The Exporter and
Importer understand and acknowledge that any removed Sections may still
apply and form a part of this IDTA if they have been removed incorrectly,
including because the wrong selection is made in Table 2: Transfer Details;
3. so the IDTA operates as a multi-party agreement if there are more than two
Parties to the IDTA. This may include nominating a lead Party or lead
Parties which can make decisions on behalf of some or all of the other
Parties which relate to this IDTA (including reviewing Table 4: Security
Requirements and Part two: Extra Protection Clauses, and making updates to
Part one: Tables (or any Table), Part two: Extra Protection Clauses, and/or
Part three: Commercial Clauses); and/or
4. to update the IDTA to set out in writing any changes made to the Approved
IDTA under Section 5.4, if the Parties want to. The changes will apply
automatically without updating them as described in Section 5.4;
provided that the changes do not reduce the Appropriate Safeguards.
2. If the Parties wish to change the format of the information included in Part
one: Tables, Part two: Extra Protection Clauses or Part three: Commercial
Clauses of the Approved IDTA, they may do so by agreeing to the change in
writing, provided that the change does not reduce the Appropriate
Safeguards.
3. If the Parties wish to change the information included in Part one: Tables,
Part two: Extra Protection Clauses or Part three: Commercial Clauses of this
IDTA (or the equivalent information), they may do so by agreeing to the
change in writing, provided that the change does not reduce the Appropriate
Safeguards.
4. From time to time, the ICO may publish a revised Approved IDTA which:
1. makes reasonable and proportionate changes to the Approved IDTA, including
correcting errors in the Approved IDTA; and/or
2. reflects changes to UK Data Protection Laws.
The revised Approved IDTA will specify the start date from which the changes to
the Approved IDTA are effective and whether an additional Review Date is
required as a result of the changes. This IDTA is automatically amended as set
out in the revised Approved IDTA from the start date specified.
6. Understanding this IDTA
1. This IDTA must always be interpreted in a manner that is consistent with UK
Data Protection Laws and so that it fulfils the Parties’ obligation to
provide the Appropriate Safeguards.
2. If there is any inconsistency or conflict between UK Data Protection Laws
and this IDTA, the UK Data Protection Laws apply.
3. If the meaning of the IDTA is unclear or there is more than one meaning, the
meaning which most closely aligns with the UK Data Protection Laws applies.
4. Nothing in the IDTA (including the Commercial Clauses or the Linked
Agreement) limits or excludes either Party’s liability to Relevant Data
Subjects or to the ICO under this IDTA or under UK Data Protection Laws.
5. If any wording in Parts one, two or three contradicts the Mandatory Clauses,
and/or seeks to limit or exclude any liability to Relevant Data Subjects or
to the ICO, then that wording will not apply.
6. The Parties may include provisions in the Linked Agreement which provide the
Parties with enhanced rights otherwise covered by this IDTA. These enhanced
rights may be subject to commercial terms, including payment, under the
Linked Agreement, but this will not affect the rights granted under this
IDTA.
7. If there is any inconsistency or conflict between this IDTA and a Linked
Agreement or any other agreement, this IDTA overrides that Linked Agreement
or any other agreements, even if those agreements have been negotiated by
the Parties. The exceptions to this are where (and in so far as):
1. the inconsistent or conflicting terms of the Linked Agreement or other
agreement provide greater protection for the Relevant Data Subject’s rights,
in which case those terms will override the IDTA; and
2. a Party acts as Processor and the inconsistent or conflicting terms of the
Linked Agreement are obligations on that Party expressly required by Article
28 UK GDPR, in which case those terms will override the inconsistent or
conflicting terms of the IDTA in relation to Processing by that Party as
Processor.
8. The words “include”, “includes”, “including”, “in particular” are used to
set out examples and not to set out a finite list.
9. References to:
1. singular or plural words or people, also includes the plural or singular of
those words or people;
2. legislation (or specific provisions of legislation) means that legislation
(or specific provision) as it may change over time. This includes where that
legislation (or specific provision) has been consolidated, re-enacted and/or
replaced after this IDTA has been signed; and
3. any obligation not to do something, includes an obligation not to allow or
cause that thing to be done by anyone else.
7. Which laws apply to this IDTA
1. This IDTA is governed by the laws of the UK country set out in Table 2:
Transfer Details. If no selection has been made, it is the laws of England
and Wales. This does not apply to Section 35 which is always governed by the
laws of England and Wales.
HOW THIS IDTA PROVIDES APPROPRIATE SAFEGUARDS
8. The Appropriate Safeguards
1. The purpose of this IDTA is to ensure that the Transferred Data has
Appropriate Safeguards when Processed by the Importer during the Term. This
standard is met when and for so long as:
1. both Parties comply with the IDTA, including the Security Requirements and
any Extra Protection Clauses; and
2. the Security Requirements and any Extra Protection Clauses provide a level
of security which is appropriate to the risk of a Personal Data Breach
occurring and the impact on Relevant Data Subjects of such a Personal Data
Breach, including considering any Special Category Data within the
Transferred Data.
2. The Exporter must:
1. ensure and demonstrate that this IDTA (including any Security Requirements
and Extra Protection Clauses) provides Appropriate Safeguards; and
2. (if the Importer reasonably requests) provide it with a copy of any TRA.
3. The Importer must:
1. before receiving any Transferred Data, provide the Exporter with all
relevant information regarding Local Laws and practices and the protections
and risks which apply to the Transferred Data when it is Processed by the
Importer, including any information which may reasonably be required for the
Exporter to carry out any TRA (the “Importer Information”);
2. co-operate with the Exporter to ensure compliance with the Exporter’s
obligations under the UK Data Protection Laws;
3. review whether any Importer Information has changed, and whether any Local
Laws contradict its obligations in this IDTA and take reasonable steps to
verify this, on a regular basis. These reviews must be at least as frequent
as the Review Dates; and
4. inform the Exporter as soon as it becomes aware of any Importer Information
changing, and/or any Local Laws which may prevent or limit the Importer
complying with its obligations in this IDTA. This information then forms
part of the Importer Information.
4. The Importer must ensure that at the Start Date and during the Term:
1. the Importer Information is accurate;
2. it has taken reasonable steps to verify whether there are any Local Laws
which contradict its obligations in this IDTA or any additional information
regarding Local Laws which may be relevant to this IDTA.
5. Each Party must ensure that the Security Requirements and Extra Protection
Clauses provide a level of security which is appropriate to the risk of a
Personal Data Breach occurring and the impact on Relevant Data Subjects of
such a Personal Data Breach.
9. Reviews to ensure the Appropriate Safeguards continue
1. Each Party must:
1. review this IDTA (including the Security Requirements and Extra Protection
Clauses and the Importer Information) at regular intervals, to ensure that
the IDTA remains accurate and up to date and continues to provide the
Appropriate Safeguards. Each Party will carry out these reviews as
frequently as the relevant Review Dates or sooner; and
2. inform the other party in writing as soon as it becomes aware if any
information contained in either this IDTA, any TRA or Importer Information
is no longer accurate and up to date.
2. If, at any time, the IDTA no longer provides Appropriate Safeguards the
Parties must Without Undue Delay:
1. pause transfers and Processing of Transferred Data whilst a change to the
Tables is agreed. The Importer may retain a copy of the Transferred Data
during this pause, in which case the Importer must carry out any Processing
required to maintain, so far as possible, the measures it was taking to
achieve the Appropriate Safeguards prior to the time the IDTA no longer
provided Appropriate Safeguards, but no other Processing;
2. agree a change to Part one: Tables or Part two: Extra Protection Clauses
which will maintain the Appropriate Safeguards (in accordance with Section
5); and
3. where a change to Part one: Tables or Part two: Extra Protection Clauses
which maintains the Appropriate Safeguards cannot be agreed, the Exporter
must end this IDTA by written notice on the Importer.
10. The ICO
1. Each Party agrees to comply with any reasonable requests made by the ICO in
relation to this IDTA or its Processing of the Transferred Data.
2. The Exporter will provide a copy of any TRA, the Importer Information and
this IDTA to the ICO, if the ICO requests.
3. The Importer will provide a copy of any Importer Information and this IDTA
to the ICO, if the ICO requests.
THE EXPORTER
11. Exporter’s obligations
1. The Exporter agrees that UK Data Protection Laws apply to its Processing of
the Transferred Data, including transferring it to the Importer.
2. The Exporter must:
1. comply with the UK Data Protection Laws in transferring the Transferred Data
to the Importer;
2. comply with the Linked Agreement as it relates to its transferring the
Transferred Data to the Importer; and
3. carry out reasonable checks on the Importer’s ability to comply with this
IDTA, and take appropriate action including under Section 9.2, Section 29 or
Section 30, if at any time it no longer considers that the Importer is able
to comply with this IDTA or to provide Appropriate Safeguards.
3. The Exporter must comply with all its obligations in the IDTA, including any
in the Security Requirements, and any Extra Protection Clauses and any
Commercial Clauses.
4. The Exporter must co-operate with reasonable requests of the Importer to
pass on notices or other information to and from Relevant Data Subjects or
any Third Party Controller where it is not reasonably practical for the
Importer to do so. The Exporter may pass these on via a third party if it is
reasonable to do so.
5. The Exporter must co-operate with and provide reasonable assistance to the
Importer, so that the Importer is able to comply with its obligations to the
Relevant Data Subjects under Local Law and this IDTA.
THE IMPORTER
12. General Importer obligations
1. The Importer must:
1. only Process the Transferred Data for the Purpose;
2. comply with all its obligations in the IDTA, including in the Security
Requirements, any Extra Protection Clauses and any Commercial Clauses;
3. comply with all its obligations in the Linked Agreement which relate to its
Processing of the Transferred Data;
4. keep a written record of its Processing of the Transferred Data, which
demonstrate its compliance with this IDTA, and provide this written record
if asked to do so by the Exporter;
5. if the Linked Agreement includes rights for the Exporter to obtain
information or carry out an audit, provide the Exporter with the same rights
in relation to this IDTA; and
6. if the ICO requests, provide the ICO with the information it would be
required on request to provide to the Exporter under this Section 12.1
(including the written record of its Processing, and the results of audits
and inspections).
2. The Importer must co-operate with and provide reasonable assistance to the
Exporter and any Third Party Controller, so that the Exporter and any Third
Party Controller are able to comply with their obligations under UK Data
Protection Laws and this IDTA.
13. Importer’s obligations if it is subject to the UK Data Protection Laws
1. If the Importer’s Processing of the Transferred Data is subject to UK Data
Protection Laws, it agrees that:
1. UK Data Protection Laws apply to its Processing of the Transferred Data, and
the ICO has jurisdiction over it in that respect; and
2. it has and will comply with the UK Data Protection Laws in relation to the
Processing of the Transferred Data.
2. If Section 13.1 applies and the Importer complies with Section 13.1, it does
not need to comply with:
* Section 14 (Importer’s obligations to comply with key data protection
principles);
* Section 15 (What happens if there is an Importer Personal Data Breach);
* Section 15 (How Relevant Data Subjects can exercise their data subject
rights); and
* Section 21 (How Relevant Data Subjects can exercise their data subject rights
– if the Importer is the Exporter’s Processor or Sub-Processor).
14. Importer’s obligations to comply with key data protection principles
1. The Importer does not need to comply with this Section 14 if it is the
Exporter’s Processor or Sub-Processor.
2. The Importer must:
1. ensure that the Transferred Data it Processes is adequate, relevant and
limited to what is necessary for the Purpose;
2. ensure that the Transferred Data it Processes is accurate and (where
necessary) kept up to date, and (where appropriate considering the Purposes)
correct or delete any inaccurate Transferred Data it becomes aware of
Without Undue Delay; and
3. ensure that it Processes the Transferred Data for no longer than is
reasonably necessary for the Purpose.
15. What happens if there is an Importer Personal Data Breach
1. If there is an Importer Personal Data Breach, the Importer must:
1. take reasonable steps to fix it, including to minimise the harmful effects
on Relevant Data Subjects, stop it from continuing, and prevent it happening
again. If the Importer is the Exporter’s Processor or Sub-Processor: these
steps must comply with the Exporter’s instructions and the Linked Agreement
and be in co-operation with the Exporter and any Third Party Controller; and
2. ensure that the Security Requirements continue to provide (or are changed in
accordance with this IDTA so they do provide) a level of security which is
appropriate to the risk of a Personal Data Breach occurring and the impact
on Relevant Data Subjects of such a Personal Data Breach.
2. If the Importer is a Processor or Sub-Processor: if there is an Importer
Personal Data Breach, the Importer must:
1. notify the Exporter Without Undue Delay after becoming aware of the breach,
providing the following information:
1. a description of the nature of the Importer Personal Data Breach;
2. (if and when possible) the categories and approximate number of Data
Subjects and Transferred Data records concerned;
3. likely consequences of the Importer Personal Data Breach;
4. steps taken (or proposed to be taken) to fix the Importer Personal Data
Breach (including to minimise the harmful effects on Relevant Data Subjects,
stop it from continuing, and prevent it happening again) and to ensure that
Appropriate Safeguards are in place;
5. contact point for more information; and
6. any other information reasonably requested by the Exporter,
2. if it is not possible for the Importer to provide all the above information
at the same time, it may do so in phases, Without Undue Delay; and
3. assist the Exporter (and any Third Party Controller) so the Exporter (or any
Third Party Controller) can inform Relevant Data Subjects or the ICO or any
other relevant regulator or authority about the Importer Personal Data
Breach Without Undue Delay.
3. If the Importer is a Controller: if the Importer Personal Data Breach is
likely to result in a risk to the rights or freedoms of any Relevant Data
Subject the Importer must notify the Exporter Without Undue Delay after
becoming aware of the breach, providing the following information:
1. a description of the nature of the Importer Personal Data Breach;
2. (if and when possible) the categories and approximate number of Data
Subjects and Transferred Data records concerned;
3. likely consequences of the Importer Personal Data Breach;
4. steps taken (or proposed to be taken) to fix the Importer Personal Data
Breach (including to minimise the harmful effects on Relevant Data Subjects,
stop it from continuing, and prevent it happening again) and to ensure that
Appropriate Safeguards are in place;
5. contact point for more information; and
6. any other information reasonably requested by the Exporter.
If it is not possible for the Importer to provide all the above information at
the same time, it may do so in phases, Without Undue Delay.
4. If the Importer is a Controller: if the Importer Personal Data Breach is
likely to result in a high risk to the rights or freedoms of any Relevant
Data Subject, the Importer must inform those Relevant Data Subjects Without
Undue Delay, except in so far as it requires disproportionate effort, and
provided the Importer ensures that there is a public communication or
similar measures whereby Relevant Data Subjects are informed in an equally
effective manner.
5. The Importer must keep a written record of all relevant facts relating to
the Importer Personal Data Breach, which it will provide to the Exporter and
the ICO on request.
This record must include the steps it takes to fix the Importer Personal Data
Breach (including to minimise the harmful effects on Relevant Data Subjects,
stop it from continuing, and prevent it happening again) and to ensure that
Security Requirements continue to provide a level of security which is
appropriate to the risk of a Personal Data Breach occurring and the impact on
Relevant Data Subjects of such a Personal Data Breach.
16. Transferring on the Transferred Data
1. The Importer may only transfer on the Transferred Data to a third party if
it is permitted to do so in Table 2: Transfer Details Table, the transfer is
for the Purpose, the transfer does not breach the Linked Agreement, and one
or more of the following apply:
1. the third party has entered into a written contract with the Importer
containing the same level of protection for Data Subjects as contained in
this IDTA (based on the role of the recipient as controller or processor),
and the Importer has conducted a risk assessment to ensure that the
Appropriate Safeguards will be protected by that contract; or
2. the third party has been added to this IDTA as a Party; or
3. if the Importer was in the UK, transferring on the Transferred Data would
comply with Article 46 UK GDPR; or
4. if the Importer was in the UK transferring on the Transferred Data would
comply with one of the exceptions in Article 49 UK GDPR; or
5. the transfer is to the UK or an Adequate Country.
2. The Importer does not need to comply with Section 16.1 if it is transferring
on Transferred Data and/or allowing access to the Transferred Data in
accordance with Section 23 (Access Requests and Direct Access).
17. Importer’s responsibility if it authorises others to perform its
obligations
1. The Importer may sub-contract its obligations in this IDTA to a Processor or
Sub-Processor (provided it complies with Section 16).
2. If the Importer is the Exporter’s Processor or Sub-Processor: it must also
comply with the Linked Agreement or be with the written consent of the
Exporter.
3. The Importer must ensure that any person or third party acting under its
authority, including a Processor or Sub-Processor, must only Process the
Transferred Data on its instructions.
4. The Importer remains fully liable to the Exporter, the ICO and Relevant Data
Subjects for its obligations under this IDTA where it has sub-contracted any
obligations to its Processors and Sub-Processors, or authorised an employee
or other person to perform them (and references to the Importer in this
context will include references to its Processors, Sub-Processors or
authorised persons).
WHAT RIGHTS DO INDIVIDUALS HAVE?
18. The right to a copy of the IDTA
1. If a Party receives a request from a Relevant Data Subject for a copy of
this IDTA:
1. it will provide the IDTA to the Relevant Data Subject and inform the other
Party, as soon as reasonably possible;
2. it does not need to provide copies of the Linked Agreement, but it must
provide all the information from those Linked Agreements referenced in the
Tables;
3. it may redact information in the Tables or the information provided from the
Linked Agreement if it is reasonably necessary to protect business secrets
or confidential information, so long as it provides the Relevant Data
Subject with a summary of those redactions so that the Relevant Data Subject
can understand the content of the Tables or the information provided from
the Linked Agreement.
19. The right to Information about the Importer and its Processing
1. The Importer does not need to comply with this Section 19 if it is the
Exporter’s Processor or Sub-Processor.
2. The Importer must ensure that each Relevant Data Subject is provided with
details of:
* the Importer (including contact details and the Importer Data Subject
Contact);
* the Purposes; and
* any recipients (or categories of recipients) of the Transferred Data;
The Importer can demonstrate it has complied with this Section 19.2 if the
information is given (or has already been given) to the Relevant Data Subjects
by the Exporter or another party.
The Importer does not need to comply with this Section 19.2 in so far as to do
so would be impossible or involve a disproportionate effort, in which case, the
Importer must make the information publicly available.
3. The Importer must keep the details of the Importer Data Subject Contact up
to date and publicly available. This includes notifying the Exporter in
writing of any such changes.
4. The Importer must make sure those contact details are always easy to access
for all Relevant Data Subjects and be able to easily communicate with Data
Subjects in the English language Without Undue Delay.
20. How Relevant Data Subjects can exercise their data subject rights
1. The Importer does not need to comply with this Section 20 if it is the
Exporter’s Processor or Sub-Processor.
2. If an individual requests, the Importer must confirm whether it is
Processing their Personal Data as part of the Transferred Data.
3. The following Sections of this Section 20, relate to a Relevant Data
Subject’s Personal Data which forms part of the Transferred Data the
Importer is Processing.
4. If the Relevant Data Subject requests, the Importer must provide them with a
copy of their Transferred Data:
1. Without Undue Delay (and in any event within one month);
2. at no greater cost to the Relevant Data Subject than it would be able to
charge if it were subject to the UK Data Protection Laws;
3. in clear and plain English that is easy to understand; and
4. in an easily accessible form
together with
5. (if needed) a clear and plain English explanation of the Transferred Data so
that it is understandable to the Relevant Data Subject; and
6. information that the Relevant Data Subject has the right to bring a claim
for compensation under this IDTA.
5. If a Relevant Data Subject requests, the Importer must:
1. rectify inaccurate or incomplete Transferred Data;
2. erase Transferred Data if it is being Processed in breach of this IDTA;
3. cease using it for direct marketing purposes; and
4. comply with any other reasonable request of the Relevant Data Subject, which
the Importer would be required to comply with if it were subject to the UK
Data Protection Laws.
6. The Importer must not use the Transferred Data to make decisions about the
Relevant Data Subject based solely on automated processing, including
profiling (the “Decision-Making”), which produce legal effects concerning
the Relevant Data Subject or similarly significantly affects them, except if
it is permitted by Local Law and:
1. the Relevant Data Subject has given their explicit consent to such
Decision-Making; or
2. Local Law has safeguards which provide sufficiently similar protection for
the Relevant Data Subjects in relation to such Decision-Making, as to the
relevant protection the Relevant Data Subject would have if such
Decision-Making was in the UK; or
3. the Extra Protection Clauses provide safeguards for the Decision-Making
which provide sufficiently similar protection for the Relevant Data Subjects
in relation to such Decision-Making, as to the relevant protection the
Relevant Data Subject would have if such Decision-Making was in the UK.
21. How Relevant Data Subjects can exercise their data subject rights– if the
Importer is the Exporter’s Processor or Sub-Processor
1. Where the Importer is the Exporter’s Processor or Sub-Processor: If the
Importer receives a request directly from an individual which relates to the
Transferred Data it must pass that request on to the Exporter Without Undue
Delay. The Importer must only respond to that individual as authorised by
the Exporter or any Third Party Controller.
22. Rights of Relevant Data Subjects are subject to the exemptions in the UK
Data Protection Laws
1. The Importer is not required to respond to requests or provide information
or notifications under Sections 18, 19, 20, 21 and 23 if:
1. it is unable to reasonably verify the identity of an individual making the
request; or
2. the requests are manifestly unfounded or excessive, including where requests
are repetitive. In that case the Importer may refuse the request or may
charge the Relevant Data Subject a reasonable fee; or
3. a relevant exemption would be available under UK Data Protection Laws, were
the Importer subject to the UK Data Protection Laws.
If the Importer refuses an individual’s request or charges a fee under Section
22.1.2 it will set out in writing the reasons for its refusal or charge, and
inform the Relevant Data Subject that they are entitled to bring a claim for
compensation under this IDTA in the case of any breach of this IDTA.
HOW TO GIVE THIRD PARTIES ACCESS TO TRANSFERRED DATA UNDER LOCAL LAWS
23. Access requests and direct access
1. In this Section 23 an “Access Request” is a legally binding request (except
for requests only binding by contract law) to access any Transferred Data
and “Direct Access” means direct access to any Transferred Data by public
authorities of which the Importer is aware.
2. The Importer may disclose any requested Transferred Data in so far as it
receives an Access Request, unless in the circumstances it is reasonable for
it to challenge that Access Request on the basis there are significant
grounds to believe that it is unlawful.
3. In so far as Local Laws allow and it is reasonable to do so, the Importer
will Without Undue Delay provide the following with relevant information
about any Access Request or Direct Access: the Exporter; any Third Party
Controller; and where the Importer is a Controller, any Relevant Data
Subjects.
4. In so far as Local Laws allow, the Importer must:
1. make and keep a written record of Access Requests and Direct Access,
including (if known): the dates, the identity of the requestor/accessor, the
purpose of the Access Request or Direct Access, the type of data requested
or accessed, whether it was challenged or appealed, and the outcome; and the
Transferred Data which was provided or accessed; and
2. provide a copy of this written record to the Exporter on each Review Date
and any time the Exporter or the ICO reasonably requests.
24. Giving notice
1. If a Party is required to notify any other Party in this IDTA it will be
marked for the attention of the relevant Key Contact and sent by e-mail to
the e-mail address given for the Key Contact.
2. If the notice is sent in accordance with Section 24.1, it will be deemed to
have been delivered at the time the e-mail was sent, or if that time is
outside of the receiving Party’s normal business hours, the receiving
Party’s next normal business day, and provided no notice of non-delivery or
bounceback is received.
3. The Parties agree that any Party can update their Key Contact details by
giving 14 days’ (or more) notice in writing to the other Party.
25. General clauses
1. In relation to the transfer of the Transferred Data to the Importer and the
Importer’s Processing of the Transferred Data, this IDTA and any Linked
Agreement:
1. contain all the terms and conditions agreed by the Parties; and
2. override all previous contacts and arrangements, whether oral or in writing.
2. If one Party made any oral or written statements to the other before
entering into this IDTA (which are not written in this IDTA) the other Party
confirms that it has not relied on those statements and that it will not
have a legal remedy if those statements are untrue or incorrect, unless the
statement was made fraudulently.
3. Neither Party may novate, assign or obtain a legal charge over this IDTA (in
whole or in part) without the written consent of the other Party, which may
be set out in the Linked Agreement.
4. Except as set out in Section 17.1, neither Party may sub contract its
obligations under this IDTA without the written consent of the other Party,
which may be set out in the Linked Agreement.
5. This IDTA does not make the Parties a partnership, nor appoint one Party to
act as the agent of the other Party.
6. If any Section (or part of a Section) of this IDTA is or becomes illegal,
invalid or unenforceable, that will not affect the legality, validity and
enforceability of any other Section (or the rest of that Section) of this
IDTA.
7. If a Party does not enforce, or delays enforcing, its rights or remedies
under or in relation to this IDTA, this will not be a waiver of those rights
or remedies. In addition, it will not restrict that Party’s ability to
enforce those or any other right or remedy in future.
8. If a Party chooses to waive enforcing a right or remedy under or in relation
to this IDTA, then this waiver will only be effective if it is made in
writing. Where a Party provides such a written waiver:
1. it only applies in so far as it explicitly waives specific rights or
remedies;
2. it shall not prevent that Party from exercising those rights or remedies in
the future (unless it has explicitly waived its ability to do so); and
3. it will not prevent that Party from enforcing any other right or remedy in
future.
WHAT HAPPENS IF THERE IS A BREACH OF THIS IDTA?
26. Breaches of this IDTA
1. Each Party must notify the other Party in writing (and with all relevant
details) if it:
1. has breached this IDTA; or
2. it should reasonably anticipate that it may breach this IDTA, and provide
any information about this which the other Party reasonably requests.
2. In this IDTA “Significant Harmful Impact” means that there is more than a
minimal risk of a breach of the IDTA causing (directly or indirectly)
significant damage to any Relevant Data Subject or the other Party.
27. Breaches of this IDTA by the Importer
1. If the Importer has breached this IDTA, and this has a Significant Harmful
Impact, the Importer must take steps Without Undue Delay to end the
Significant Harmful Impact, and if that is not possible to reduce the
Significant Harmful Impact as much as possible.
2. Until there is no ongoing Significant Harmful Impact on Relevant Data
Subjects:
1. the Exporter must suspend sending Transferred Data to the Importer;
2. If the Importer is the Exporter’s Processor or Sub-Processor: if the
Exporter requests, the importer must securely delete all Transferred Data or
securely return it to the Exporter (or a third party named by the Exporter);
and
3. if the Importer has transferred on the Transferred Data to a third party
receiver under Section 16, and the breach has a Significant Harmful Impact
on Relevant Data Subject when it is Processed by or on behalf of that third
party receiver, the Importer must:
1. notify the third party receiver of the breach and suspend sending it
Transferred Data; and
2. if the third party receiver is the Importer’s Processor or Sub-Processor:
make the third party receiver securely delete all Transferred Data being
Processed by it or on its behalf, or securely return it to the Importer (or
a third party named by the Importer).
3. If the breach cannot be corrected Without Undue Delay, so there is no
ongoing Significant Harmful Impact on Relevant Data Subjects, the Exporter
must end this IDTA under Section 30.1.
28. Breaches of this IDTA by the Exporter
1. If the Exporter has breached this IDTA, and this has a Significant Harmful
Impact, the Exporter must take steps Without Undue Delay to end the
Significant Harmful Impact and if that is not possible to reduce the
Significant Harmful Impact as much as possible.
2. Until there is no ongoing risk of a Significant Harmful Impact on Relevant
Data Subjects, the Exporter must suspend sending Transferred Data to the
Importer.
3. If the breach cannot be corrected Without Undue Delay, so there is no
ongoing Significant Harmful Impact on Relevant Data Subjects, the Importer
must end this IDTA under Section 30.1.
ENDING THE IDTA
29. How to end this IDTA without there being a breach
1. The IDTA will end:
1. at the end of the Term stated in Table 2: Transfer Details; or
2. if in Table 2: Transfer Details, the Parties can end this IDTA by providing
written notice to the other: at the end of the notice period stated;
3. at any time that the Parties agree in writing that it will end; or
4. at the time set out in Section 29.2.
2. If the ICO issues a revised Approved IDTA under Section 5.4, if any Party
selected in Table 2 “Ending the IDTA when the Approved IDTA changes”, will
as a direct result of the changes in the Approved IDTA have a substantial,
disproportionate and demonstrable increase in:
1. its direct costs of performing its obligations under the IDTA; and/or
2. its risk under the IDTA,
and in either case it has first taken reasonable steps to reduce that cost or
risk so that it is not substantial and disproportionate, that Party may end the
IDTA at the end of a reasonable notice period, by providing written notice for
that period to the other Party before the start date of the revised Approved
IDTA.
30. How to end this IDTA if there is a breach
1. A Party may end this IDTA immediately by giving the other Party written
notice if:
1. the other Party has breached this IDTA and this has a Significant Harmful
Impact. This includes repeated minor breaches which taken together have a
Significant Harmful Impact, and
1. the breach can be corrected so there is no Significant Harmful Impact, and
the other Party has failed to do so Without Undue Delay (which cannot be
more than 14 days of being required to do so in writing); or
2. the breach and its Significant Harmful Impact cannot be corrected;
2. the Importer can no longer comply with Section 8.3, as there are Local Laws
which mean it cannot comply with this IDTA and this has a Significant
Harmful Impact.
31. What must the Parties do when the IDTA ends?
1. If the parties wish to bring this IDTA to an end or this IDTA ends in
accordance with any provision in this IDTA, but the Importer must comply
with a Local Law which requires it to continue to keep any Transferred Data
then this IDTA will remain in force in respect of any retained Transferred
Data for as long as the retained Transferred Data is retained, and the
Importer must:
1. notify the Exporter Without Undue Delay, including details of the relevant
Local Law and the required retention period;
2. retain only the minimum amount of Transferred Data it needs to comply with
that Local Law, and the Parties must ensure they maintain the Appropriate
Safeguards, and change the Tables and Extra Protection Clauses, together
with any TRA to reflect this; and
3. stop Processing the Transferred Data as soon as permitted by that Local Law
and the IDTA will then end and the rest of this Section 29 will apply.
2. When this IDTA ends (no matter what the reason is):
1. the Exporter must stop sending Transferred Data to the Importer; and
2. if the Importer is the Exporter’s Processor or Sub-Processor: the Importer
must delete all Transferred Data or securely return it to the Exporter (or a
third party named by the Exporter), as instructed by the Exporter;
3. if the Importer is a Controller and/or not the Exporter’s Processor or
Sub-Processor: the Importer must securely delete all Transferred Data.
4. the following provisions will continue in force after this IDTA ends (no
matter what the reason is):
* Section 1 (This IDTA and Linked Agreements);
* Section 2 (Legal Meaning of Words);
* Section 6 (Understanding this IDTA);
* Section 7 (Which laws apply to this IDTA);
* Section 10 (The ICO);
* Sections 11.1 and 11.4 (Exporter’s obligations);
* Sections 12.1.2, 12.1.3, 12.1.4, 12.1.5 and 12.1.6 (General Importer
obligations);
* Section 13.1 (Importer’s obligations if it is subject to UK Data Protection
Laws);
* Section 17 (Importer’s responsibility if it authorised others to perform its
obligations);
* Section 24 (Giving notice);
* Section 25 (General clauses);
* Section 31 (What must the Parties do when the IDTA ends);
* Section 32 (Your liability);
* Section 33 (How Relevant Data Subjects and the ICO may bring legal claims);
* Section 34 (Courts legal claims can be brought in);
* Section 35 (Arbitration); and
* Section 36 (Legal Glossary).
HOW TO BRING A LEGAL CLAIM UNDER THIS IDTA
32. Your liability
1. The Parties remain fully liable to Relevant Data Subjects for fulfilling
their obligations under this IDTA and (if they apply) under UK Data
Protection Laws.
2. Each Party (in this Section, “Party One”) agrees to be fully liable to
Relevant Data Subjects for the entire damage suffered by the Relevant Data
Subject, caused directly or indirectly by:
1. Party One’s breach of this IDTA; and/or
2. where Party One is a Processor, Party One’s breach of any provisions
regarding its Processing of the Transferred Data in the Linked Agreement;
3. where Party One is a Controller, a breach of this IDTA by the other Party if
it involves Party One’s Processing of the Transferred Data (no matter how
minimal)
in each case unless Party One can prove it is not in any way responsible for the
event giving rise to the damage.
3. If one Party has paid compensation to a Relevant Data Subject under Section
32.2, it is entitled to claim back from the other Party that part of the
compensation corresponding to the other Party’s responsibility for the
damage, so that the compensation is fairly divided between the Parties.
4. The Parties do not exclude or restrict their liability under this IDTA or UK
Data Protection Laws, on the basis that they have authorised anyone who is
not a Party (including a Processor) to perform any of their obligations, and
they will remain responsible for performing those obligations.
33. How Relevant Data Subjects and the ICO may bring legal claims
1. The Relevant Data Subjects are entitled to bring claims against the Exporter
and/or Importer for breach of the following (including where their
Processing of the Transferred Data is involved in a breach of the following
by either Party):
* Section 1 (This IDTA and Linked Agreements);
* Section 3 (You have provided all the information required by Part one: Tables
and Part two: Extra Protection Clauses);
* Section 8 (The Appropriate Safeguards);
* Section 9 (Reviews to ensure the Appropriate Safeguards continue);
* Section 11 (Exporter’s obligations);
* Section 12 (General Importer Obligations);
* Section 13 (Importer’s obligations if it is subject to UK Data Protection
Laws);
* Section 14 (Importer’s obligations to comply with key data protection laws);
* Section 15 (What happens if there is an Importer Personal Data Breach);
* Section 16 (Transferring on the Transferred Data);
* Section 17 (Importer’s responsibility if it authorises others to perform its
obligations);
* Section 18 (The right to a copy of the IDTA);
* Section 19 (The Importer’s contact details for the Relevant Data Subjects);
* Section 20 (How Relevant Data Subjects can exercise their data subject
rights);
* Section 21 (How Relevant Data Subjects can exercise their data subject
rights– if the Importer is the Exporter’s Processor or Sub-Processor);
* Section 23 (Access Requests and Direct Access);
* Section 26 (Breaches of this IDTA);
* Section 27 (Breaches of this IDTA by the Importer);
* Section 28 (Breaches of this IDTA by the Exporter);
* Section 30 (How to end this IDTA if there is a breach);
* Section 31 (What must the Parties do when the IDTA ends); and
* any other provision of the IDTA which expressly or by implication benefits
the Relevant Data Subjects.
1. The ICO is entitled to bring claims against the Exporter and/or Importer for
breach of the following Sections: Section 10 (The ICO), Sections 11.1 and
11.2 (Exporter’s obligations), Section 12.1.6 (General Importer obligations)
and Section 13 (Importer’s obligations if it is subject to UK Data
Protection Laws).
2. No one else (who is not a Party) can enforce any part of this IDTA
(including under the Contracts (Rights of Third Parties) Act 1999).
3. The Parties do not need the consent of any Relevant Data Subject or the ICO
to make changes to this IDTA, but any changes must be made in accordance
with its terms.
4. In bringing a claim under this IDTA, a Relevant Data Subject may be
represented by a not-for-profit body, organisation or association under the
same conditions set out in Article 80(1) UK GDPR and sections 187 to 190 of
the Data Protection Act 2018.
34. Courts legal claims can be brought in
1. The courts of the UK country set out in Table 2: Transfer Details have
non-exclusive jurisdiction over any claim in connection with this IDTA
(including non-contractual claims).
2. The Exporter may bring a claim against the Importer in connection with this
IDTA (including non-contractual claims) in any court in any country with
jurisdiction to hear the claim.
3. The Importer may only bring a claim against the Exporter in connection with
this IDTA (including non-contractual claims) in the courts of the UK country
set out in the Table 2: Transfer Details
4. Relevant Data Subjects and the ICO may bring a claim against the Exporter
and/or the Importer in connection with this IDTA (including non-contractual
claims) in any court in any country with jurisdiction to hear the claim.
5. Each Party agrees to provide to the other Party reasonable updates about any
claims or complaints brought against it by a Relevant Data Subject or the
ICO in connection with the Transferred Data (including claims in
arbitration).
35. Arbitration
1. Instead of bringing a claim in a court under Section 34, any Party, or a
Relevant Data Subject may elect to refer any dispute arising out of or in
connection with this IDTA (including non-contractual claims) to final
resolution by arbitration under the Rules of the London Court of
International Arbitration, and those Rules are deemed to be incorporated by
reference into this Section 35.
2. The Parties agree to submit to any arbitration started by another Party or
by a Relevant Data Subject in accordance with this Section 35.
3. There must be only one arbitrator. The arbitrator (1) must be a lawyer
qualified to practice law in one or more of England and Wales, or Scotland,
or Northern Ireland and (2) must have experience of acting or advising on
disputes relating to UK Data Protection Laws.
4. London shall be the seat or legal place of arbitration. It does not matter
if the Parties selected a different UK country as the ‘primary place for
legal claims to be made’ in Table 2: Transfer Details.
5. The English language must be used in the arbitral proceedings.
6. English law governs this Section 35. This applies regardless of whether or
not the parties selected a different UK country’s law as the ‘UK country’s
law that governs the IDTA’ in Table 2: Transfer Details.
36. Legal Glossary
Word or Phrase
Legal definition
(this is how this word or phrase must be interpreted in the IDTA)
Access Request
As defined in Section 23, as a legally binding request (except for requests only
binding by contract law) to access any Transferred Data.
Adequate Country
A third country, or:
* a territory;
* one or more sectors or organisations within a third country;
* an international organisation;
which the Secretary of State has specified by regulations provides an adequate
level of protection of Personal Data in accordance with Section 17A of the Data
Protection Act 2018.
Appropriate Safeguards
The standard of protection over the Transferred Data and of the Relevant Data
Subject’s rights, which is required by UK Data Protection Laws when you are
making a Restricted Transfer relying on standard data protection clauses under
Article 46(2)(d) UK GDPR.
Approved IDTA
The template IDTA A1.0 issued by the ICO and laid before Parliament in
accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it
is revised under Section 5.4.
Commercial Clauses
The commercial clauses set out in Part three.
Controller
As defined in the UK GDPR.
Damage
All material and non-material loss and damage.
Data Subject
As defined in the UK GDPR.
Decision-Making
As defined in Section 20.6, as decisions about the Relevant Data Subjects based
solely on automated processing, including profiling, using the Transferred Data.
Direct Access
As defined in Section 23 as direct access to any Transferred Data by public
authorities of which the Importer is aware.
Exporter
The exporter identified in Table 1: Parties & Signature.
Extra Protection Clauses
The clauses set out in Part two: Extra Protection Clauses.
ICO
The Information Commissioner.
Importer
The importer identified in Table 1: Parties & Signature.
Importer Data Subject Contact
The Importer Data Subject Contact identified in Table 1: Parties & Signature,
which may be updated in accordance with Section 19.
Importer Information
As defined in Section 8.3.1, as all relevant information regarding Local Laws
and practices and the protections and risks which apply to the Transferred Data
when it is Processed by the Importer, including for the Exporter to carry out
any TRA.
Importer Personal Data Breach
A ‘personal data breach’ as defined in UK GDPR, in relation to the Transferred
Data when Processed by the Importer.
Linked Agreement
The linked agreements set out in Table 2: Transfer Details (if any).
Local Laws
Laws which are not the laws of the UK and which bind the Importer.
Mandatory Clauses
Part four: Mandatory Clauses of this IDTA.
Notice Period
As set out in Table 2: Transfer Details.
Party/Parties
The parties to this IDTA as set out in Table 1: Parties & Signature.
Personal Data
As defined in the UK GDPR.
Personal Data Breach
As defined in the UK GDPR.
Processing
As defined in the UK GDPR.
When the IDTA refers to Processing by the Importer, this includes where a third
party Sub-Processor of the Importer is Processing on the Importer’s behalf.
Processor
As defined in the UK GDPR.
Purpose
The ‘Purpose’ set out in Table 2: Transfer Details, including any purposes which
are not incompatible with the purposes stated or referred to.
Relevant Data Subject
A Data Subject of the Transferred Data.
Restricted Transfer
A transfer which is covered by Chapter V of the UK GDPR
Review Dates
The review dates or period for the Security Requirements set out in Table 2:
Transfer Details, and any review dates set out in any revised Approved IDTA.
Significant Harmful Impact
As defined in Section 26.2 as where there is more than a minimal risk of the
breach causing (directly or indirectly) significant harm to any Relevant Data
Subject or the other Party.
Special Category Data
As described in the UK GDPR, together with criminal conviction or criminal
offence data.
Start Date
As set out in Table 1: Parties and signature.
Sub-Processor
A Processor appointed by another Processor to Process Personal Data on its
behalf.
This includes Sub-Processors of any level, for example a Sub-Sub-Processor.
Tables
The Tables set out in Part one of this IDTA.
Term
As set out in Table 2: Transfer Details.
Third Party Controller
The Controller of the Transferred Data where the Exporter is a Processor or
Sub-Processor
If there is not a Third Party Controller this can be disregarded.
Transfer Risk Assessment or TRA
A risk assessment in so far as it is required by UK Data Protection Laws to
demonstrate that the IDTA provides the Appropriate Safeguards
Transferred Data
Any Personal Data which the Parties transfer, or intend to transfer under this
IDTA, as described in Table 2: Transfer Details
UK Data Protection Laws
All laws relating to data protection, the processing of personal data, privacy
and/or electronic communications in force from time to time in the UK, including
the UK GDPR and the Data Protection Act 2018.
UK GDPR
As defined in Section 3 of the Data Protection Act 2018.
Without Undue Delay
Without undue delay, as that phase is interpreted in the UK GDPR.
ALTERNATIVE PART 4 MANDATORY CLAUSES:
Mandatory Clauses
Part 4: Mandatory Clauses of the Approved IDTA, being the template IDTA A.1.0
issued by the ICO and laid before Parliament in accordance with s119A of the
Data Protection Act 2018 on 2 February 2022, as it is revised under Section 5.4
of those Mandatory Clauses.
--------------------------------------------------------------------------------
HIPAA BAA
SECURITI, INC.
HIPAA BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("BAA") is entered into and effective on this
day of ______________ 20__ ("Effective Date") by and between
________________("Covered Entity") and SECURITI, INC. ("Business Associate")
(each a "Party" and collectively, the "Parties").
--------------------------------------------------------------------------------
RECITALS
A. Covered Entity is a "Covered Entity" as that term is defined under the
Health Insurance Portability and Accountability Act of 1996 (Public Law
104-91), as amended, ("HIPAA"), and the regulations promulgated thereunder
by the Secretary of the U.S. Department of Health and Human Services
("Secretary"), including, without limitation, the regulations codified at 45
C.F.R. Parts 160 and 164 ("HIPAA Regulations");
B. Business Associate performs Services for or on behalf of Covered Entity, and
in performing said Services, Business Associate creates, receives,
maintains, or transmits Protected Health Information ("PHI");
C. The Parties intend to protect the privacy and provide for the security of
PHI Disclosed by Covered Entity to Business Associate, or received or
created by Business Associate, when providing Services in compliance with
HIPAA, the Health Information Technology for Economic and Clinical Health
Act (Public Law 111-005) ("the HITECH Act") and its implementing regulations
and guidance issued by the Secretary, and other applicable state and federal
laws, all as amended from time to time;
D. As a Covered Entity, Covered Entity is required under HIPAA to enter into a
BAA with Business Associate that meets certain requirements with respect to
the Use and Disclosure of PHI, which are met by this BAA.
AGREEMENT
In consideration of the Recitals and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the Parties agree as
follows:
--------------------------------------------------------------------------------
ARTICLE I
DEFINITIONS
The following terms shall have the meaning set forth below. Capitalized terms
used in this BAA and not otherwise defined shall have the meanings ascribed to
them in HIPAA, the HIPAA Regulations, or the HITECH Act, as applicable.
* (I.1) "Breach" shall have the meaning given under 42 U.S.C. § 17921(1) and 45
C.F.R. § 164.402.
* (I.2) "Designated Record Set" shall have the meaning given such term under 45
C.F.R. § 164.501.
* (I.3) "Disclose" and "Disclosure" mean, with respect to PHI, the release,
transfer, provision of access to, or divulging in any other manner of PHI
outside of Business Associate or to other than members of its Workforce, as
set forth in 45 C.F.R. § 160.103.
* (I.4) "Electronic PHI" or "e-PHI" means PHI that is transmitted or maintained
in electronic media, as set forth in 45 C.F.R. § 160.103.
* (I.5) "Protected Health Information" and "PHI" mean any information, whether
oral or recorded in any form or medium, that: (a) relates to the past,
present or future physical or mental health or condition of an individual,
the provision of health care to an individual, or the past, present or future
payment for the provision of health care to an individual; (b) identifies the
individual (or for which there is a reasonable basis for believing that the
information can be used to identify the individual); and (c) shall have the
meaning given to such term under the Privacy Rule, including, but not limited
to, 45 C.F.R. § 160.103. Protected Health Information includes e-PHI.
* (I.6) "Security Incident" shall have the meaning given to such term under 45
C.F.R. § 164.304.
* (I.7) "Services" shall mean the services for or functions on behalf of
Covered Entity performed by Business Associate pursuant to any service
agreement(s) between Covered Entity and Business Associates which may be in
effect now or from time to time ("Underlying Agreement"), or, if no such
agreement is in effect, the services or functions performed by Business
Associate that constitute a Business Associate relationship, as set forth in
45 C.F.R. § 160.103.
* (I.8) "Unsecured PHI" shall have the meaning given to such term under 42
U.S.C. § 17932(h), 45 C.F.R. § 164.402, and guidance issued pursuant to the
HITECH Act including, but not limited to the guidance issued on April 17,
2009 and published in 74 Federal Register 19006 (April 27, 2009) by the
Secretary.
* (I.9) "Use" or "Uses" mean, with respect to PHI, the sharing, employment,
application, utilization, examination or analysis of such PHI within Business
Associate’s internal operations, as set forth in 45 C.F.R. § 160.103.
* (I.10) "Workforce" shall have the meaning given to such term under 45 C.F.R.
§ 160.103.
--------------------------------------------------------------------------------
ARTICLE II
OBLIGATIONS OF BUSINESS ASSOCIATE
* (II.1) Permitted Uses and Disclosures of Protected Health Information
Business Associate shall not Use or Disclose PHI other than for the purposes
of performing the Services, as permitted or required by this BAA, or as
Required by Law. Business Associate shall not Use or Disclose PHI in any
manner that would constitute a violation of Subpart E of 45 C.F.R. Part 164
if so Used or Disclosed by Covered Entity. However, Business Associate may
Use or Disclose PHI (i) for the proper management and administration of
Business Associate; (ii) to carry out the legal responsibilities of Business
Associate, provided that with respect to any such Disclosure either: (a) the
Disclosure is Required by Law; or (b) Business Associate obtains a written
agreement from the person to whom the PHI is to be Disclosed that such person
will hold the PHI in confidence and will not Use and further Disclose such
PHI except as Required by Law and for the purpose(s) for which it was
Disclosed by Business Associate to such person, and that such person will
notify Business Associate of any instances of which it is aware in which the
confidentiality of the PHI has been breached; and (iii) for Data Aggregation
purposes for the Health Care Operations of Covered Entity. To the extent that
Business Associate carries out one or more of Covered Entity’s obligations
under Subpart E of 45 C.F.R. Part 164, Business Associate must comply with
the requirements of Subpart E that apply to the Covered Entity in the
performance of such obligations.
* (II.2) Prohibited Marketing and Sale of PHI Notwithstanding any other
provision in this BAA, Business Associate shall comply with the following
requirements: (i) Business Associate shall not Use or Disclose PHI for
fundraising or marketing purposes, except to the extent expressly authorized
or permitted by this BAA and consistent with the requirements of 42 U.S.C. §
17936, 45 C.F.R. §§ 164.514(f), and 164.508(a)(3)(ii), and (ii) Business
Associate shall not directly or indirectly receive remuneration in exchange
for PHI except with the prior written consent of Covered Entity and as
permitted by the HITECH Act, 42 U.S.C. § 17935(d)(2), and 45 C.F.R. §
164.502(a)(5)(ii).
* (II.3) Adequate Safeguards of PHI Business Associate shall implement and
maintain appropriate safeguards to prevent Use or Disclosure of PHI other
than as provided for by this BAA. Business Associate shall reasonably and
appropriately protect the confidentiality, integrity, and availability of
e-PHI that it creates, receives, maintains or transmits on behalf of Covered
Entity in compliance with Subpart C of 45 C.F.R. Part 164 to prevent Use or
Disclosure of PHI other than as provided for by this BAA.
* (II.4) Mitigation Business Associate agrees to mitigate, to the extent
practicable, any harmful effect that is known to Business Associate of a Use
or Disclosure of PHI by Business Associate in violation of the requirements
of this BAA.
* (II.5) Reporting Non-Permitted Use or Disclosure
* (II.5.1) Reporting Security Incidents and Non-Permitted Use or Disclosure
Business Associate shall report to Covered Entity in writing each Security
Incident or Use or Disclosure that is made by Business Associate, members
of its Workforce or Subcontractors that is not permitted by this BAA no
later than five (5) business days after becoming aware of such Security
Incident or non-permitted Use or Disclosure, in accordance with the notice
provisions set forth herein. Business Associate shall investigate each
Security Incident or non-permitted Use or Disclosure of Covered Entity’s
PHI that it discovers to determine whether such Security Incident or
non-permitted Use or Disclosure constitutes a reportable Breach of
Unsecured PHI. Business Associate shall document and retain records of its
investigation of any Breach, including its reports to Covered Entity under
this Section 2.5.1. Upon request of Covered Entity, Business Associate
shall furnish to Covered Entity the documentation of its investigation and
an assessment of whether such Security Incident or non-permitted Use or
Disclosure constitutes a reportable Breach. If such Security Incident or
non-permitted Use or Disclosure constitutes a reportable Breach of
Unsecured PHI, then Business Associate shall comply with the additional
requirements of Section 2.5.2 below.
* (II.5.2) Breach of Unsecured PHI If Business Associate determines that a
reportable Breach of Unsecured PHI has occurred, Business Associate shall
provide a written report to Covered Entity without unreasonable delay but
no later than thirty (30) calendar days after discovery of the Breach. To
the extent that information is available to Business Associate, Business
Associate’s written report to Covered Entity shall be in accordance with 45
C.F.R. §164.410(c). Business Associate shall cooperate with Covered Entity
in meeting Covered Entity’s obligations under the HITECH Act with respect
to such Breach. Covered Entity shall have sole control over the timing and
method of providing notification of such Breach to the affected
individual(s), the Secretary and, if applicable, the media, as required by
the HITECH Act.
* (II.6) Availability of Internal Practices, Books, and Records to Government
Business Associate agrees to make its internal practices, books and records
relating to the Use and Disclosure of PHI received from, or created or
received by the Business Associate on behalf of Covered Entity available to
the Secretary for purposes of determining Covered Entity’s compliance with
HIPAA, the HIPAA Regulations, and the HITECH Act. Except to the extent
prohibited by law, Business Associate shall notify Covered Entity of all
requests served upon Business Associate for information or documentation by
or on behalf of the Secretary.
* (II.7) Access to and Amendment of Protected Health Information To the extent
that Business Associate maintains a Designated Record Set on behalf of
Covered Entity and within fifteen (15) days of a request by Covered Entity,
Business Associate shall (a) make the PHI it maintains (or which is
maintained by its Subcontractors) in Designated Record Sets available to
Covered Entity for inspection and copying, or to an individual to enable
Covered Entity to fulfill its obligations under 45 C.F.R. § 164.524, or (b)
amend the PHI it maintains (or which is maintained by its Subcontractors) in
Designated Record Sets to enable the Covered Entity to fulfill its
obligations under 45 C.F.R. § 164.526. Business Associate shall not Disclose
PHI to a health plan for payment or Health Care Operations purposes if and to
the extent that Covered Entity has informed Business Associate that the
patient has requested this special restriction, and has paid out of pocket in
full for the health care item or service to which the PHI solely relates,
consistent with 42 U.S.C. § 17935(a) and 42 C.F.R. § 164.522(a)(1)(vi). If
Business Associate maintains PHI in a Designated Record Set electronically,
Business Associate shall provide such information in the electronic form and
format requested by the Covered Entity if it is readily reproducible in such
form and format, and, if not, in such other form and format agreed to by
Covered Entity to enable Covered Entity to fulfill its obligations under 42
U.S.C. § 17935(e) and 45 C.F.R. § 164.524(c)(2). Business Associate shall
notify Covered Entity within fifteen (15) days of receipt of a request for
access to PHI.
* (II.8) Accounting To the extent that Business Associate maintains a
Designated Record Set on behalf of Covered Entity, within thirty (30) days of
receipt of a request from Covered Entity or an individual for an accounting
of disclosures of PHI, Business Associate and its Subcontractors shall make
available to Covered Entity the information required to provide an accounting
of disclosures to enable Covered Entity to fulfill its obligations under 45
C.F.R. § 164.528 and its obligations under 42 U.S.C. § 17935(c). Business
Associate shall notify Covered Entity within fifteen (15) days of receipt of
a request by an individual or other requesting party for an accounting of
disclosures of PHI.
* (II.9) Use of Subcontractors Business Associate shall require each of its
Subcontractors that creates, maintains, receives, or transmits PHI on behalf
of Business Associate, to execute a Business Associate Agreement that imposes
on such Subcontractors the same restrictions, conditions, and requirements
that apply to Business Associate under this BAA with respect to PHI.
* (II.10) Minimum Necessary Business Associate (and its Subcontractors) shall,
to the extent practicable, limits its request, Use, or Disclosure of PHI to
the minimum amount of PHI necessary to accomplish the purpose of the request,
Use or Disclosure, in accordance with 42 U.S.C. § 17935(b) and 45 C.F.R. §
164.502(b)(1) or any other guidance issued thereunder.
--------------------------------------------------------------------------------
ARTICLE III
TERM AND TERMINATION
* (III.1) Term The term of this Agreement shall be effective as of the
Effective Date and shall terminate upon (1) the date that Covered Entity
terminated for cause as authorized in Section 3.2, or (2) termination or
expiration of the Underlying Agreement, whichever is sooner.
* (III.2) Termination for Cause Upon Covered Entity’s knowledge of a material
breach or violation of this BAA by Business Associate, Covered Entity shall
either:
a. Notify Business Associate of the breach in writing, and provide an
opportunity for Business Associate to cure the breach or end the violation
within ten (10) business days of such notification; provided that if
Business Associate fails to cure the breach or end the violation within
such time period to the satisfaction of Covered Entity, Covered Entity may
immediately terminate this BAA upon written notice to Business Associate;
or
b. Upon written notice to the Business Associate, immediately terminate this
BAA if Covered Entity determines that such breach cannot be cured.
* (III.3) Disposition of Protected Health Information Upon Termination or
Expiration
* (III.3.1) Upon termination or expiration of this BAA, Business Associate
shall either return or destroy all PHI received from, or created or
received by Business Associate on behalf of Covered Entity, that Business
Associate still maintains in any form and retain no copies of such PHI. If
Covered Entity requests that Business Associate return PHI, PHI shall be
returned in a mutually agreed upon format and timeframe, at no additional
charge to Covered Entity
* (III.3.2) If return or destruction is not feasible, Business Associate
shall (a) retain only that PHI which is necessary for Business Associate to
continue its proper management and administration or to carry out its legal
responsibilities; (b) return to Covered Entity the remaining PHI that
Business Associate still maintains in any form; (c) continue to extend the
protections of this BAA to the PHI for as long as Business Associate
retains the PHI; (d) limit further Uses and Disclosures of such PHI to
those purposes that make the return or destruction of the PHI infeasible
and subject to the same conditions set out in Section 2.1 and 2.2 above,
which applied prior to termination; and (e) return to Covered Entity the
PHI retained by Business Associate when it is no longer needed by Business
Associate for its proper management and administration or to carry out its
legal responsibilities.
--------------------------------------------------------------------------------
ARTICLE IV
MISCELLANEOUS
* (IV.1) Interpretation The Parties intend that this BAA be interpreted
consistently with their intent to comply with HIPAA and other applicable
federal and state law. This BAA is issued under, is subject to and
incorporates the terms of an applicable Underlying Agreement. Except where
this BAA conflicts with an Underlying Agreement, all other terms and
conditions of the Underlying Agreement remain unchanged and in effect apply
to this BAA.
* (IV.2) Amendment to Comply with Law This BAA shall be deemed amended to
incorporate any mandatory obligations of Covered Entity or Business Associate
under the HITECH Act and its implementing HIPAA Regulations. Additionally,
the Parties agree to take such action as is necessary to amend this BAA from
time to time as necessary for Covered Entity to implement its obligations
pursuant to HIPAA, the HIPAA Regulations, or the HITECH Act.
* (IV.3) Notices Any notices required or permitted to be given hereunder by
either Party to the other shall be given in writing: (1) by personal
delivery; (2) by electronic mail or facsimile with confirmation sent by
United States first class registered or certified mail, postage prepaid,
return receipt requested; (3) by bonded courier or by a nationally recognized
overnight delivery service; or (4) by United States first class registered or
certified mail, postage prepaid, return receipt, in each case, addressed to a
Party on the signature page(s) to this Agreement or to such other addresses
as the Parties may request in writing by notice given pursuant to this
Section 4.3. Notices shall be deemed received on the earliest of personal
delivery; upon delivery by electronic mail or facsimile with confirmation via
electronic mail or from the transmitting machine that the transmission was
completed; twenty-four (24) hours following deposit with a bonded courier or
overnight delivery service; or seventy-two (72) hours following deposit in
the U.S. mail as required herein.
* (IV.4) Relationship of Parties Business Associate is an independent
contractor and not an agent of Covered Entity under this BAA. Business
Associate has the sole right and obligation to supervise, manage, contract,
direct, procure, perform or cause to be performed all Business Associate
obligations under this BAA.
* (IV.5) Survival The respective rights and obligations of the Parties under
Sections 3.3 and 4.2 of this BAA shall survive the termination of this BAA.
* (IV.6) Applicable Law and Venue This Agreement shall be governed by and
construed in accordance with the laws of the State of California (without
regards to conflict of laws principles). The Parties agree that all actions
or proceedings arising in connection with this BAA shall be tried and
litigated exclusively in the state or federal (if permitted by law and if a
Party elects to file an action in federal court) courts located in Santa
Clara County, California.
--------------------------------------------------------------------------------
The Parties hereto have duly executed this as of the Effective Date.
FOR BUSINESS ASSOCIATE:
SECURITI, INC.
By:
Print Name:
Title:
Dated:
Notice Address:
P.O. Box 13039, Coyote, CA 95013
attn: ___________________________
fax: ____________________________
email: __________________________
FOR COVERED ENTITY:
Organization Name:
By:
Print Name:
Title:
Dated:
Notice Address:
________________________________
________________________________
________________________________
attn: ___________________________
fax: ____________________________
email: __________________________
PLATFORM PRODUCTS SPECIFIC TERM
PLATFORM PRODUCTS SPECIFIC TERMS
"API" is the application-programming interface used by you to access
functionality provided by SECURITI
"Monthly Active User" or "MAU" is a Platform Application User that uses the
Service via an API call (made by or on behalf of the Platform Application User
account) at least once in a monthly calendar period.
"Monthly Platform API Calls" is any API call made by a Platform Application to
the Service within a monthly calendar period on behalf of: (a) a Platform
Application User; (b) a User; or (c) a Platform Service Account (connectors),
not to exceed your allotted amount. Except as otherwise set forth in an order,
excluded from Monthly Platform API Calls are API calls made on behalf of: (i)
third party software application integrations that are permitted with your use
of the Service; (ii) SECURITI provided application (e.g. PRIVACI virtual
appliance); (iii) SECURITI provided services (e.g. consent javascript).
"Monthly Platform Bandwidth" is the Platform Bandwidth consumed on a monthly
calendar basis by or on behalf of: (a) a Platform Application User; or (b) a
Platform Service Account (e.g. Connectors), not to exceed your allotted amount.
Unless specified in an order, excluded from Monthly Platform Bandwidth is
Platform Bandwidth consumed by: (i) SECURITI provided applications (e.g., the
PRIVACI web app) and (ii) SECURITI provided software application (e.g. PRIVACI
virtual appliance), if applicable.
"PlatformApplication" is an application used by or on behalf of you that uses
the API for the purposes of access to the Service.
"Platform Application User" is a user with a unique identifier that is created
and provisioned by the enterprise administrator and such user’s access to
Content in the Service is governed through the Platform Application.
"Platform Bandwidth" is the flow of data to or from the Service as a result of
the Platform Application, measured in gigabytes (GB), not to exceed your
allotted amount.
"Platform Service Account" is a securiti.ai API based ‘Connector’ service that
is created and provisioned by an application administrator to scan and detect
personal data within your data stores and execute data subject rights requests
where possible.
"Platform Storage" is the total amount of Content, measured in gigabytes (unless
otherwise specified), stored by or on behalf of all Platform Application Users,
Platform Service Accounts and any other users of Platform Products, not to
exceed your allotted amount.
"Platform UseLimit(s)" is the amount as specified and allocated to you for: (i)
Monthly Platform Bandwidth, Monthly Platform API Calls, Platform Storage and
number of Monthly Active Users; and (ii) any other applicable usage limits or
restrictions.
"System Admin(s)" Users with system admin (also known as ‘admin’) access profile
are one or more key stakeholders or IT managers who needs full control over the
Securiti account and its administration. This role has special access to all
system features, functions, and data because administrators can override access
profile rules and pass all access profile checks.
The responsibilities for the primary admin include:
* Configuring the Privaci account and adjusting account settings as needs
change;
* Creating other users with system admin access profiles (co-admins);
* Creating a DPO user and assigning DPO access profile to that user;
* Creating users and assigning access profiles to allow access to various
Privaci modules;
* Configure, deploy, register, monitor and maintain Privaci virtual appliances;
* Configure, deploy, monitor and maintain Privaci connectors to scan and
perform data subject rights requests against data stores;
* Accessing, configuring and managing the Privaci modules if this is a shared
role;
* Running Reports as part of regular check-ins;
* Monitoring user access and actions for auditing purposes;
* Having the time and proper security clearance for managing the general user
base.
"Data Source Instance" is a unique, data repository that can be scanned to
detect personal data and/or automated to execute data rights requests. A single
data source instance could be a unique SaaS service instance identified by its
instance Id or domain name, a single application database, a unique file share,
a unique storage bucket, an LDAP/AD Organizational Unit etc. which can be
connected to the PRIVACI environment through a supported PRIVACI Monitored or
User Defined Connector.
You receive the features and functionality that are provided in the specific
Platform Product(s) that you have registered or purchased. You will ensure that
your usage of the Platform Products is at all times in conformance with the
Platform Use Limits, these Terms and applicable law. If you exceed the Platform
Use Limits, additional fees will be due and/or reasonable restrictions may be
placed on your account until any such excess usage is adequately eliminated by
you.
You may not co-brand any Platform Products or use any securiti.ai OR Securiti
trademarks, logos, or other SECURITI marks to promote and market the Platform
Products without SECURITI’s prior written consent.
You will not permit use of the Platform Application:
* to violate these Terms;
* to perform hidden activities (such as downloading components or other
software)
* impersonate, or misrepresent an affiliation with, any person or entity;
* mine or analyze any Content transmitted to, retrieved from or stored in the
Platform Products/the Service (including, but not limited to, through
spiders, robots, crawlers, data mining tools, scrapers, or other automated
means, or services employing any such means);
* circumvent any security measures
* use or affect the Platform Products in any manner that could damage, disable,
overburden or impair the Platform Products (including, but not limited to,
flooding the Platform Products with an excessive amount of data or content);
* permit use in connection with any purposes or intended application which
involves risks or dangers that could lead to death, serious bodily injury,
severe physical or property damage, or use for purposes that otherwise
require significant safety precautions.
PRIVACY POLICY
Updated November 2022
At Securiti, Inc. (“Securiti” or “We”), the protection of your personal data is
of particular importance to us. We protect your personal data in accordance with
applicable data protection laws as well as this Privacy Policy. We have prepared
this Privacy Policy to inform you of the manner in which we collect, use,
disclose, and otherwise process the information we may collect about you from
(a) your use of our Website, located at https://securiti.ai/ and/or our products
and services, (b) your interactions with us online and at in-person events, or
(c) any other circumstances in which we provide you with a copy of this Privacy
Policy.
DEFINITIONS
Under this Privacy Policy:
* Personal data means any information relating to an identified or identifiable
natural person (data subject); an identifiable natural person is one who can
be identified, directly or indirectly, in particular by reference to an
identifier such as a name, an identification number, location data, an online
identifier or to one or more factors specific to the physical, physiological,
genetic, mental, economic, cultural or social identity of that natural
person.
* Processing means any operation or set of operations which is performed on
personal data or on sets of personal data, whether or not by automated means,
such as collection, recording, organization, structuring, storage, adaptation
or alteration, retrieval, consultation, use, disclosure by transmission,
dissemination or otherwise making available, alignment or combination,
restriction, erasure or destruction.
* Controller means the natural or legal person, public authority, agency or
other body which, alone or jointly with others, determines the purposes and
means of the processing of personal data.
* Processor means a natural or legal person, public authority, agency or other
body which processes personal data on behalf of the controller.
* Recipient means a natural or legal person, public authority, agency or
another body, to which the personal data are disclosed, including both
processors and controllers.
* Legal basis means a lawful ground for data processing under the GDPR or
similar laws.
PERSONAL DATA WE COLLECT
We may collect your personal data when you:
* Contact us;
* Visit or register with our Website;
* Use our products, including by browsing the product or receiving a product
demo;
* Apply for employment or other positions
* Subscribe or request to attend our webinars, events or workshops
* Interact with us on our social media profiles (e.g., Facebook);
* Provide your personal data to our third party sources, including our service
providers; or
* Interact with us or our personnel at in-person events.
Personal Data You Provide to Us Directly
We may collect information provided by you directly, including from our Website;
from your contacts with us, including through our webpage and on social media;
by your creation of a user account; and from your use or trial of our products
and services. This information may include your first and last name, email
address, username, password, job title, phone number, country of residence,
company name, payment information, profile picture and any other information
provided by you.
We may also collect information provided by you in the course of evaluating or
engaging you for employment or other positions. This information may include
your first and last name, email address, CV, resume, cover letter and any other
information provided by you.
Personal Data We Collect through Automated Data Collection Technologies
We may collect information using Automated Data Collection Technologies from
your use of our Website and products. This information may include your IP
Address, Log Files, Referrer URL, Browser Information, Device Information, and
Data and Time of user request, cookies, information reflecting how you searched,
browsed, and were directed to the Website, including mouse movement, click,
touch, scroll, and keystroke activity, and any other information provided by
your use of our Website and products, as further explained in the “Use of
Cookies and Other Web Technologies” section below.
Personal Data We Obtain from Third Parties
We may collect information from third party sources such as lead generation
companies, data sellers, advertising partners, and Service Providers. This
information may include your first and last name, email address, phone number,
company name, job title, and country, and other information.
Personal Data we Process on Behalf of our Customers
We may also receive and process personal data on behalf of our customers in
connection with their use of our products and services. For example, we may
access personal data when we troubleshoot our products and services that are
already in use by our customers. When this happens, our customer acts as the
controller and their privacy policy applies to the personal data, not ours. As
processor, we process this personal data pursuant to our contract with our
customer.
HOW WE USE YOUR PERSONAL DATA
We may use your personal data:
* For your creation of a user account or profile to use our products and
services;
* To provide, maintain, and improve our Website, products and services,
including for collaboration within the product, to enhance your user
experience, and to understand and save your preferences for future visits;
* To monitor our products’ performance and implement security measures;
* For the performance or preparation of a contract to which you, our customer
or service provider are a party;
* To communicate with our customers or clients;
* To establish and maintain our business relationship with you;
* To plan and host events, workshops, and webinars, including to manage our
list of attendees;
* To send you marketing and other information about our products, services or
offerings, including through our publications and on other websites and/or
media channels;
* To advertise to you on other sites;
* To receive, process, and respond to your feedback, requests or queries
through our products, Website, or social media;
* For compliance with our legal obligations and other internal legal compliance
purposes;
* To evaluate your employment application and assess you as a candidate; and,
* For other purposes consistent with the context of the collection of your
personal data, or as otherwise disclosed to you prior to the use of your
personal data.
DATA SHARING
Personal data may be disclosed to third parties in the following circumstances.
Processors, Service Providers and other companies that work with or on behalf of
Securiti
Personal data may be disclosed to processors or service providers who act on our
behalf in order to process personal data in accordance with the purposes
outlined above. This includes the following categories of service providers:
* IT service providers;
* Email marketing providers;
* Administrative, billing, operations, and payment operators.
* Cloud and other software service providers.
Data access by processors or service providers is protected under our contracts
with these entities, which limit the processing purposes. The agreement obliges
the service providers to process your personal data only on our behalf and upon
our instruction. They are prohibited to pass on your personal data to other
parties without permission, unless this is required by law.
We may also share data with entities that are controllers, such as advertising
partners, data sellers, and similar companies, in accordance with the “Use of
Cookies and Other Web Technologies” Section below and other sections of this
Privacy Policy.
Sale of Business
If, in the future, we sell or transfer, or we consider selling or transferring,
some or all of our business, shares or assets to a third party, we will disclose
your personal data to such third party (whether actual or potential) in
connection with the foregoing events. In the event that we are acquired by, or
merged with, a third party entity, or in the event of bankruptcy or a comparable
event, we reserve the right to transfer, disclose or assign your personal data
in connection with the foregoing events.
Legal Purposes
We may share your personal data with regulators, courts or competent
authorities, to comply with applicable laws, regulations and rules (including,
without limitation, federal, state or local laws), and requests of law
enforcement, regulatory and other governmental agencies or if we have a good
faith belief that the law requires it, such as in response to a search warrant,
subpoena, or other legally valid inquiry, order, or process. We may also
disclose information to assist us in collecting a debt, or as necessary to
exercise our legal rights or defend claims brought against us.
With Your Consent
We may share your personal data where you have provided your consent to us
sharing or transferring your personal data (e.g., where you provide us with
marketing consents or opt-in to optional additional services or functionality).
YOUR RIGHTS
Depending on the circumstances, you may be entitled to exercise some or all of
the following rights:
1. Obtain confirmation as to whether or not your personal data is being
processed and access to copy of your personal data undergoing processing.
2. Require (i) access to and/or duplicates of your personal data retained, (ii)
receive the personal data concerning you, which you have provided to us, in
a structured, commonly used and machine-readable format and (iii) to
transmit those personal data to another controller without hindrance from
our side; where technically feasible you shall have the right to have the
personal data transmitted directly from us to another controller;
3. request rectification, removal or restriction of your personal data;
4. Where the data processing is based on your consent, refuse to provide and –
without impact to data processing activities that have taken place before
such withdrawal – withdraw your consent to processing of your personal data
at any time;
5. take legal actions in relation to any potential breach of your rights
regarding the processing of your personal data, as well as to lodge
complaints before the competent data protection regulators;
6. not to be subject to any automated decision making, including profiling
(automatic decisions based on data processing by automatic means, for the
purpose of assessing several personal aspects) which produce legal effects
on you or affect you with similar significance.
Further, you may be entitled to object, out of grounds relating to your
particular situation, at any time to processing of personal data concerning you,
including object to direct marketing and automated individual decision-making
including profiling. In this case, please provide us with information about your
particular situation. After the assessment of the facts presented by you we will
either stop processing your personal data or present you our compelling
legitimate grounds for an ongoing processing.
You can exercise your rights by submitting a request here. Subject to legal and
other permissible considerations, we will make every reasonable effort to honor
your request promptly in accordance with applicable law or inform you if we
require further information in order to fulfill your request. When processing
your request, we may ask you for additional information to confirm or verify
your identity and for security purposes, before processing and/or honoring your
request. We reserve the right to charge a fee where permitted by law, for
instance if your request is manifestly unfounded or excessive. In the event that
your request would adversely affect the rights and freedoms of others (for
example, would impact the duty of confidentiality we owe to others) or if we are
legally entitled to deal with your request in a different way than initial
requested, we will address your request to the maximum extent possible, all in
accordance with applicable law.
Please see the “California Residents” Section below for information on rights
under California law.
LEGAL BASIS
Where applicable under the GDPR or similar laws, the legal basis for our
collection and use of your personal data may include any of the following:
* Performance of a contract. We process your personal data as necessary to
perform our obligations under any contract with you, such as to provide our
Website or services to you or complete transactions.
* Consent. We may ask for your consent to use your personal data, including if
we need your consent to engage in certain marketing activities. If we obtain
your consent as a legal basis for processing, you may withdraw your consent
at any time.
* Legitimate interests. We have a legitimate interest in using your personal
data for our business purposes, including operating, improving, and marketing
our business, Website and services.
* Compliance with a legal obligation. We may need to use your personal data to
comply with applicable legal requirements.
DATA STORAGE AND TRANSFERS
Where applicable under the GDPR or similar laws, we have implemented appropriate
cross-border transfer mechanisms when transferring your personal data to a
country outside of your home jurisdiction, including, where relevant, the EU
Standard Contractual Clauses.
INTERACTION WITH THIRD PARTIES
We may link to or otherwise enable you to interact with a third party Website,
mobile software applications and products or services that are not owned or
controlled by us (each a “Third Party Service”). We are not responsible for the
privacy practices or the content of such Third Party Services. Please be aware
that Third Party Services can collect personal data from you. Accordingly, we
encourage you to read the terms and conditions and privacy policies of each
Third Party Service.
DATA RETENTION
We retain your personal data as long as reasonably necessary for the respective
purpose. In determining the criteria by which to retain or dispose of your
personal data, we consider the type, sensitivity, context, and purpose of
collecting the information. Securiti may additionally delete your personal data
in response to a valid data subject request, as described below.
SECURITY OF YOUR INFORMATION
We maintain administrative, technical, and physical safeguards designed to
protect against unauthorized access, use, modification, and disclosure of your
personal data in our custody and control. No data, on the Internet or
otherwise, can be guaranteed to be 100% secure. While we strive to protect your
information from unauthorized access, use, or disclosure, Securiti cannot and
does not ensure or warrant the security of your personal data.
CHILDREN’S PRIVACY
Securiti does not knowingly collect or process personal data from children under
the age of 13. The Website is not directed at children under the age of 13. In
the event that we learn that we have collected personal data of a child under
the age of 13 without parental consent, we will promptly take steps to delete
that information. If you believe that we may have collected personal data from a
child under 13, please contact us using the contact details outlined in this
policy.
NO PROCESSING FOR AUTOMATED INDIVIDUAL DECISION-MAKING INCLUDING PROFILING
We do not knowingly collect or process personal data for automated individual
decision-making including profiling.
COOKIE POLICY
USE OF COOKIES AND OTHER WEB TECHNOLOGIES
If your browser is configured to accept cookies, we may collect non-personally
identifiable information passively using “cookies” and “page tags”.
It is Securiti's policy to respect your privacy regarding any information we may
collect while operating our Website. Please read this policy carefully to
understand how we handle and treat your personal data.
COOKIES
“Cookies” are small text files that can be placed on your computer or mobile
device in order to identify your Web browser and the activities of your computer
on the Securiti Service and other Website.
We use cookies to personalize your experience on the Securiti Website (such as
dynamically generating content on webpages specifically designed for you), to
assist you in using the Securiti Service (such as saving time by not having to
reenter your name each time you use the Securiti Service), to allow us to
statistically monitor how you are using the Securiti Service so that we can
improve our offerings, and to target certain advertisements to your browser
which may be of interest to you or to determine the popularity of certain
content. By using cookies and page tags together, we are able to improve the
Securiti Service and measure the effectiveness of our advertising and marketing
campaigns.
PAGE TAGS
“Page tags,” also known as web beacons or gif tags, are a web technology used to
help track Website or email usage information, such as how many times a specific
page or email has been viewed. Page tags are invisible to you, and any portion
of the Securiti Service, including advertisements, or email sent on our behalf,
may contain page tags.
DO I HAVE TO ACCEPT THEM?
You do not have to accept cookies to use the Securiti Website or services. If
you reject cookies, certain features or resources of the Securiti Website may
not work properly or at all and you may have a degraded experience.
Although most browsers are initially set to accept cookies, you can change your
browser settings to notify you when you receive a cookie or to reject cookies
generally. To learn more about how to control privacy settings and cookie
management, click the link for your browser below.
* Microsoft Internet Explorer
* Mozilla Firefox
* Google Chrome
* Apple Safari
To learn more about cookies; how to control, disable or delete them, please
visit http://www.aboutcookies.org. Some third party advertising networks, like
Google, allow you to opt out of or customize preferences associated with your
internet browsing. For more information on how Google lets you customize these
preferences, see their documentation.
All cookies, on our Website and everywhere else on the web, fall into one of
five categories:
* Essential;
* Advertising;
* Analytics & Customization;
* Performance & Functionality; and
* Social Networking.
You are able to see the specific cookies we use and exercise choices about the
types of cookies and other technologies you want to accept by selecting the
“Manage Cookie Preferences” section of our website (https://securiti.ai/#).
LOG FILES
We collect non-personal data through our Internet log files, which record data
such as browser types, domain names, and other anonymous statistical data
involving the use of the Securiti services. This information may be used to
analyze trends, to administer the Securiti services, to monitor the use of the
Securiti services, and to gather general demographic information. We may link
this information to personal data for these and other purposes such as
personalizing your experience on the Securiti services and evaluating the
Securiti services in general.
DO NOT TRACK (DNT) SETTINGS
We do not currently respond or take any action with respect to web browser “do
not track” signals or other mechanisms that provide consumers the ability to
exercise choice regarding the collection of personally identifiable information
about an individual consumer’s online activities over time and across
third-party web sites or online services. We may allow third parties, such as
companies that provide us with analytics tools, to collect personally
identifiable information about an individual consumer’s online activities over
time and across different websites when a consumer uses the Services.
CALIFORNIA RESIDENTS
If you are a California resident, your personal data may be covered by the
California Consumer Privacy Act (CCPA). The below disclosures apply to the
extent the CCPA applies to your personal data, subject to any applicable
exemptions.
“PERSONAL INFORMATION” WE COLLECT
The categories of “personal information,” as defined in the CCPA, that we
collect include:
* Identifiers;
* Personal information categories listed in the California Customer Records
statute (Cal. Civ. Code § 1798.80(e))
* Commercial Information;
* Internet or other electronic network activity information;
* Audio, electronic, and visual information;
* Professional or employment-related information; and
* Inferences drawn from other personal information.
Securiti may obtain, use, and share these data categories as detailed in the
“Personal Data We Collect,” “How We Use Your Personal Data,” and “Data Sharing”
sections of this Privacy Policy, above.
DATA SUBJECT RIGHTS
You may be entitled to exercise some or all of the following rights under the
CCPA:
(i) Right to Know About Personal Data Collected, Disclosed, or Sold
You may have the right to request that we provide certain information to you
about our collection and use of your personal data over the past twelve (12)
months. Specifically, you may have the right to request disclosure of:
* The specific pieces of personal data we collected about you;
* The categories of personal data we collected about you;
* The categories of sources from which personal data was collected;
* Our business or commercial purpose for collecting or disclosing personal
data; and
* The categories of third parties with whom we shared personal data.
(ii) Right to Request Deletion of Personal Data
You may also have the right to request that we delete any of your personal Data
that we collected or maintain about you, subject to certain exceptions.
(iii) Right to Correct Inaccurate Personal Data
You may also have the right to request that we correct inaccurate personal data
we maintain.
(iv) Right to Non-Discrimination for the Exercise of a Consumer’s Privacy Rights
We will not unlawfully discriminate against you for exercising any of your
applicable privacy rights.
(v) Right to Opt Out of the Sale or Sharing of your Personal Data
Securiti uses third party cookies and similar technologies to deliver targeted
advertisements, also known as data “sharing” and/or “selling” under the CCPA, as
further detailed in the “Cookie Policy” section above. You can opt out of these
practices by turning off advertising cookies in the “Manage Cookie Preferences”
section of our website (https://securiti.ai/#).
EXERCISE YOUR RIGHTS
You can exercise your rights by submitting a request here or modifying your
cookie preferences here.
RESPONSE TIMING AND FORMAT
We will make our best effort to respond to a verifiable consumer request within
45 days of its receipt. If we require more time (up to 90 days), we will inform
you of the reason and extension period in writing. Within ten (10) days of
receiving the request, we will confirm receipt and provide information about its
verification and processing of the request. Securiti will maintain records of
consumer requests made pursuant to the CCPA as well as our response to said
requests for a period of at least twenty-four (24) months.
YOUR RIGHTS UNDER OTHER CALIFORNIA STATUTES
In addition to your rights under the CCPA, California Civil Code Section 1798.83
permits California residents to request information regarding our disclosure, if
any, of their personal data to third parties for their direct marketing
purposes. If this applies, you may obtain the categories of personal data shared
and the names and addresses of all third parties that received personal data for
their direct marketing purposes during the immediately prior calendar year.
If you are a California resident under the age of 18 and a registered user,
California Business and Professions Code Section 22581 permits you to remove
content or personal data you have publicly posted. If you wish to remove such
content or personal data please submit a request here and if you specify which
content or personal data you wish to be removed, we will do so in accordance
with applicable law. Please be aware that after removal you may not be able to
restore removed content. In addition, such removal does not ensure complete or
comprehensive removal of the content or personal data you have posted and that
there may be circumstances in which the law does not require us to enable
removal of content.
You may submit this request using the information in the “Contact Us” section
below.
UPDATES TO THIS POLICY
We may update this Privacy Policy from time to time. If we modify our Privacy
Policy, we will post the revised version here, with an updated revision date.
You may visit these pages periodically to be aware of and review any such
revisions. If we make material changes to our Privacy Policy, we may also notify
you by other means prior to the changes taking effect, such as by posting a
notice on our Website or sending you a direct notification.
CONTACT US
Please feel free to contact us at any time if you have any questions or comments
about this Privacy Policy.
Contact our Data Protection Officer at: dpo@securiti.ai
Contact the Controller for the processing of this Website at:
Securiti
300 Santana Row Suite 450. San Jose,
CA 95128
privacy@securiti.ai
AFFILIATE PROGRAM POLICIES
All PrivacyCenter.cloud Affiliates are required to remain in compliance with
these terms. This list contains everything you need to know to be a
PrivacyCenter.cloud affiliate, including resources, recommendations, and legal
conditions. Capitalized terms not otherwise defined, shall have the definitions
set forth in the PrivacyCenter.cloud Marketing Affiliate Program Agreement
If you're not yet part of the PrivacyCenter.cloud Marketing Affiliate Program,
you can apply here.
If you ever need anything else or have questions, feel free to reach out to the
team at affiliate@securiti.ai
Last Modified: July 26, 2023
COMMISSION
1. Commission rate: Available commissions are set forth in the Affiliate Tool.
Commissions are only based on purchases and not sign-ups. The Commissions
may be calculated based on monthly or annual purchases at the rates set
forth in the Affiliate Tool.
2. Minimum Threshold: All Commissions are subject to the minimum threshold
amount set forth in the Affiliate Tool. Commissions will be disbursed to
affiliates once the minimum threshold has been achieved.
3. Limitations:
1. For Commissions, you will receive a commission for the first purchase
made by a new Customer who is not in an active sales process with us at
the time of the Affiliate Link click.
2. The Customer needs to be an active Customer for the locking period in the
Affiliate Tool.
3. Affiliate links may rely on cookies to track referrals. Therefore, if
cookies get cleared, we may not be able to track these events.
4. Cookie windows are stated in the Affiliate Tool.
5. Only Affiliate Links can be used to track referrals. Incorrect use of
Affiliate Links will cause inability to track referrals.
6. You cannot use Affiliate Links to refer customers you are servicing.
You'll need to join the Securiti Partner Program and register them as a
lead. You also can't be a billing contact or user of the account
referred.
7. Fraudulent or stolen attribution is a non-payable event. If we suspect
fraud (for example, if we see that signups are all from the same city or
IP address) we may require you to prove that the referrals are valid.
There are a number of other limitations that may result in a Commission not
being paid - we encourage you to read the Marketing Affiliate Program Agreement
for more information on this.
4. Upgrades/downgrades: You will receive a Commission only if a Customer
upgrades to a higher tiered product from our ‘free forever’ plan in the
future. If a Customer downgrades any paid plan, you will receive any
Commission associated with that downgrade.
5. Attribution: In the event a single Customer clicks two different Affiliate
Links, the last affiliate gets the credit. We do, however, reserve the right
to modify this in certain circumstances.
PROMOTING PRIVACYCENTER.CLOUD
1. PrivacyCenter.cloud branding
Do: Capitalize the “P” in “Privacy”. Capitalize the “C” in “Center”. No Space
between the words “PrivacyCenter”. Must add “.” before the word “cloud”.
Lowercase the letter “C” in “cloud”. This is important to maintaining consistent
branding. You must follow our Trademark Usage Guidelines and our Content Usage
Guidelines here.
Do Not: Use false or misleading statements on the benefits of using
PrivacyCenter.cloud (e.g. “Get super rich quickly with PrivacyCenter.cloud”). Do
not modify or adjust the PrivacyCenter.cloud logo in any sort of marketing
material you might create, including the creation of any visual badges or
dual-logo lockups.
Do Not: Use ‘PrivacyCenter.cloud’ and ‘Securiti’ interchangeably. Both are two
distinct brands in terms of promotion. However, you can mention
‘PrivacyCenter.cloud by Securiti’ in your written text of the body paragraph.
2. What to call yourself
As we have multiple ways to partner with Securiti and several ways to reference
those relationships, here are some guidelines around what you can and cannot
call yourself within the PrivacyCenter.cloud Marketing Affiliate Program.
Do: Say you’re a “PrivacyCenter.cloud Marketing Affiliate” or “Marketing
Affiliate”.
Do Not: Refer to yourself as a Partner or that you’ve “partnered with Securiti”
or “partnered with PrivacyCenter.cloud.” This includes press releases,
references in videos, listings on your website, or in any other marketing
material you may be using.
3. Buying ads
You will not purchase ads that direct to your site(s) or through an Affiliate
Link that could be considered as competing with Securiti’s and its intellectual
properties own advertising, including, but not limited to, our branded keywords.
If running ads, you need to direct the ad to your own website (and not to
securiti.ai or any standalone landing page).
Other Related Policies
1. Survey participation: We would encourage you to participate in any
affiliate-specific surveys, industry surveys, marketing surveys, etc. as we
request.
2. Sharing placements: When requested, you’ll share the places you’ve used your
Affiliate Link. This includes, but is not limited to, links, screenshots,
and email sends.
3. Purchasing PrivacyCenter.cloud yourself: One of the benefits of the
Marketing Affiliate Program is we don’t require you to purchase
PrivacyCenter.cloud Products. Though if you decide to purchase, we require
that you do not use your own Affiliate Link.
4. Securiti’s Partner Program: If you’re also part of one of Securiti’s other
commission programs, you will only receive commission for either that
program or the affiliate program depending on whether you registered the
lead or the customer went through your Affiliate Link. When working with
customers, you are not allowed to use your Affiliate Link. You must join the
Securiti Partner Program to refer customers.
5. FTC disclosure: You must be FTC compliant and disclose in a clear way before
the Affiliate Link that you will receive a Commission if someone clicks
through and purchases.
AFFILIATE PROGRAM AGREEMENT
Last Modified: July 26, 2023
PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the “Affiliate”) and Securiti, Inc.
(“Securiti”). It describes how we will work together and other aspects of our
business relationship. It is a legal document so some of the language is
necessarily “legalese” but we have tried to make it as readable as possible.
The Marketing Affiliate Program Agreement applies to your participation in our
PrivacyCenter.cloud Marketing Affiliate Program. These terms are so important
that we cannot have you participate in our Marketing Affiliate Program unless
you agree to them.
We periodically update these terms. We might also choose to replace these terms
in their entirety if, for example, the Marketing Affiliate Program changes,
ends, or becomes part of an existing program, including our partner programs. If
we update or replace the terms we or the Affiliate Tool will let you know via
electronic means, which may include an in-app notification or by email. If you
don’t agree to the update or replacement, you can choose to terminate as we
describe below.
Definitions
“Marketing Affiliate Program” means our marketing affiliate program as described
in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that
we have made available to you via the Affiliate Tool.
“Affiliate Link” means the unique tracking link you place on your site or
promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates which we may
make available to you from time to time.
“Affiliate Tool” means the tool that we make available to you upon your
acceptance into the Marketing Affiliate Program and for you to use in order to
participate in the Marketing Affiliate Program.
"Agreement" means this Marketing Affiliate Program Agreement and all materials
referred or linked to in here.
“Commission” means an amount described in the Affiliate Tool (or if applicable,
in the Program Policies) for each Customer Transaction.
“Customer” means the authorized actual user of the PrivacyCenter.cloud Product
who has purchased or signed up for the PrivacyCenter.cloud Product after being
an Affiliate Lead.
"Customer Data" means all information that Customer submits or collects via the
PrivacyCenter.cloud Products and all materials that Customer provides or posts,
uploads, inputs or submits for public display through the PrivacyCenter.cloud
Products.
“Customer Transactions” means those transactions by Affiliate Leads that are
eligible for a Commission pursuant to the ‘Customer Transactions’ section of
this Agreement. Customer Transactions may include customer purchases or customer
signups, as further described in the Affiliate Tool.
"PrivacyCenter.cloud Content" means all information, data, text, messages,
software, sound, music, video, photographs, graphics, images, and tags that we
incorporate into our services.
“PrivacyCenter.cloud Products” means both the Subscription Service and Other
Products.
“Program Policies Page” means the landing page:
https://securiti.ai/terms#affiliate-program-policy where we will provide all the
up to date guidelines and policies for the Marketing Affiliate Program.
“Other Products” means those products and services that we offer, which are not
included in the PrivacyCenter.cloud Subscription Service (as detailed below).
“Subscription Service” means our web-based data security, compliance and privacy
software that is subscribed to, and developed, operated, and maintained by us,
accessible via https://securiti.ai/privacy-center or another designated URL. For
the purposes of this Agreement, the Subscription Service does not include our
legacy products, any implementation, customization, training, consulting,
additional support or other professional services, or fees for third-party
products or services.
"We", "us", “our”, and “PrivacyCenter.cloud” means Securiti.
“You” and “Affiliate” means the party, other than Securiti, entering into this
Agreement and participating in the PrivacyCenter.cloud Marketing Affiliate
Program.
Non-Exclusivity
This Agreement does not create an exclusive agreement between you and us. You
have the right to recommend similar products of third parties and to work with
other parties. However, you must not disclose any confidential information to
the third-party, its representatives, and partners.
Affiliate Acceptance
Once you complete an application to become an Affiliate, we will review your
application and notify you whether you have been accepted to participate in the
Marketing Affiliate Program, or not. Before we accept an application, we may
want to review your application with you, so we may reach out to you for more
information. We may require that you complete certain requirements or
certification(s) before we accept your application. If we do not notify you that
you are accepted to participate in the Marketing Affiliate Program within thirty
(30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the Marketing Affiliate Program, then upon
notification of acceptance, the terms and conditions of this Agreement shall
apply in full force and effect, until terminated, pursuant to the terms set
forth below. Further, you will need to complete any enrollment criteria set out
in the Program Policies Page, if applicable. Failure to complete any enrollment
criteria within thirty (30) days of your acceptance will result in the immediate
termination of this Agreement and you will no longer be able to participate in
the Marketing Affiliate Program.
Your acceptance and participation in the Marketing Affiliate Program does not
mean that you will be accepted into any of our Securiti Partner Programs. In
order to participate in these programs, you will need to apply in accordance
with the relevant application procedure.
You will comply with the terms and conditions of this Agreement at all times,
including any applicable Program Policies.
Customer Transactions
1. Marketing Affiliate Program Limits. Each accepted Affiliate Lead will expire
according to the information provided in the Affiliate Tool (or if
applicable, in the Program Policies) from the date the Affiliate Lead
clicked on the Affiliate Link that was made available by you. We will pay
you a Commission as described in the Affiliate Tool (or if applicable, in
the Program Policies) for each new Customer who completes an applicable
Customer Transaction after clicking on an Affiliate Lead made available by
you, provided that you remain eligible to receive Commission pursuant to the
terms of this Agreement. The start of the Customer’s subscription is
determined by the date of the first purchase or sign up (as applicable) of
the Subscription Service by the Customer and you will receive a Commission
payment for that Customer Transaction only, regardless of any additional
purchases made by that customer during their Subscription Service. For
example, if the initial Customer Transaction is for “one” user of
PrivacyCenter.cloud Products, and there is a subsequent purchase by that
same customer for an “additional” users of PrivacyCenter.cloud Products for
the same subscription, Affiliate will receive Commission for the initial
user purchase only. The Affiliate will not be entitled to receive a
Commission on any additional purchases of PrivacyCenter.cloud Products by
that same Customer.
2. Eligibility. To be eligible for a Commission (i) an Affiliate Lead must be
accepted and valid in accordance with the ‘Acceptance and Validity’ section,
(ii) a Customer Transaction must have occurred, and (iii) a Customer must
remain a customer during the locking period in the Affiliate Tool (or if
applicable, in the Program Policies). You are not eligible to receive a
Commission or any other compensation from us based on transactions for Other
Products or if: (i) such compensation is disallowed or limited by federal,
state or local law or regulation in the United States or the laws or
regulations of your jurisdiction; (ii) the applicable Customer objects to or
prohibits such compensation or excludes such compensation from its payments
to us; (iii) the Customer has paid or will pay such commissions, referral
fees, or other compensation directly to you, (iv) the Commission payment has
been obtained by fraudulent means, misuse of the Affiliate Link, in
violation of any Affiliate Program Policies that we make available to you,
misuse of the Affiliate Tool or by any other means that we deem to breach
the spirit of the Marketing Affiliate Program, or (v) you participate in our
Securiti Partner Program and are eligible to receive commission in relation
to the Customer Transaction under that program. If at any point you are
eligible to receive a revenue share payment or commission under our Securiti
Partner Program, that payment amount will not change based on your
participation in the Marketing Affiliate Program. For example, you will not
be able to receive the Commission set out in this Agreement on any Partner
Transaction that was completed while participating as a partner in the
Securiti Partner Program (as defined in the Securiti Partner Program
Agreement). In competitive situations with other affiliates, we may elect to
provide the Commission to the affiliate that we deem to be the most eligible
for Commission, at our discretion. We may discontinue Commission payments
should any of the eligibility criteria set forth in this subsection fail to
be met at any time.
3. Acceptance and Validity. You will only be eligible for a Commission payment
for any Customer Transactions that derived from Affiliate Leads generated by
the Affiliate Link that we make available to you and are accepted by
Securiti. An Affiliate Lead will be considered valid and accepted if, in our
reasonable determination: (i) it is a new potential customer of ours, and
(ii) is not, at the time of submission or sixty (60) days prior, one of our
pre-existing customers, or involved in our active sales process.
Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead
in our reasonable discretion. If an Affiliate Lead does not purchase the
Subscription Service within the time period described on the Affiliate Tool
(or if applicable, in the Program Policies) of their first click on the
Affiliate Link, you will not be eligible for a Commission payment, even if
the Affiliate Lead decides to purchase after the time period has expired.
An Affiliate Lead is not considered valid if its first click on the
Affiliate Link is after this Agreement has expired or terminated.
4. Engagement with Prospects. Once we have received the Affiliate Lead
information, we may elect to engage with the prospect directly, regardless
of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not
valid then we may choose to maintain it in our database and we may choose to
engage with such Affiliate Lead. Any engagement between Securiti and an
Affiliate Lead will be at Securiti’s discretion.
5. Commission and Payment. In order to receive payment under this Agreement,
you must have: (i) agreed to the terms of this Agreement (generally
completed through the Affiliate Tool); (ii) completed all steps necessary to
create your account in the Affiliate Tool in accordance with our directions,
(iii) have a valid and up-to-date payment method in the Affiliate Tool with
such account (iv) completed any and all required tax documentation in order
for the Affiliate Tool to process any payments that may be owed to you.
6. Requirements for Payment; Forfeiture. Notwithstanding the foregoing or
anything to the contrary in this Agreement, if any of the requirements set
forth in section 5(i-iv) remain outstanding for six (6) months immediately
following the close of a Customer Transaction, then your right to receive
Commission arising from any and all Customer Transactions with the
associated Customer will be forever forfeited (each, a “Forfeited
Transaction”). We will have no obligation to pay you the Commission
associated with a Forfeited Transaction. Once you comply with all of the
requirements in section 5(i-iv), then you will be eligible to receive
Commission on Customer Transactions, as long as these Customer Transactions
do not involve the same Customer associated with a Forfeited Transaction.
7. Commission Payment. We or the Affiliate Tool will determine the currency in
which we pay the Commission, as well as the applicable conversion rate. We
will not pay more than one Commission payment or other similar referral fee
on any given Customer Transaction (unless we choose to in our discretion).
8. Taxes. You are responsible for payment of all taxes and fees (including bank
fees) applicable to the Commission. All amounts payable by us to you are
subject to offset by us against any amounts owed by you to us. Commission
Amounts. We reserve the right to alter or change the Commission amount as
per the Affiliate Tool.
Training and Support
We may make available to you, without charge, various webinars and other
resources made available as part of our Marketing Affiliate Program. If we make
such resources available to you, you will encourage your sales representatives
and/or other relevant personnel to participate in training and/or other
certifications as we recommend and may make available to you from time-to-time.
We may change or discontinue any or all parts of the Marketing Affiliate Program
benefits or offerings at any time without notice.
Trademarks
You grant to us a non-exclusive, non-transferable, royalty-free right to use and
display your trademarks, service marks and logos (“Affiliate Marks”) in
connection with the Marketing Affiliate Program and this Agreement.
During the term of this Agreement, in the event that we make our trademark
available to you within the Affiliate Tool, you may use our trademark as long as
you follow the usage requirements in this section. You must: (i) only use the
images of our trademark that we make available to you, without altering them in
any way; (ii) only use our trademarks in connection with the Marketing Affiliate
Program and this Agreement; (iii) comply with our Trademark Usage Guidelines;
and (iv) immediately comply if we request that you discontinue use. You must
not: (i) use our trademark in a misleading or disparaging way; (ii) use our
trademark in a way that implies we endorse, sponsor or approve of your services
or products; or (iii) use our trademark in violation of applicable law or in
connection with an obscene, indecent, or unlawful topic or material.
Proprietary Rights
1. Securiti’s Proprietary Rights. No license to any software is granted by
this Agreement. The PrivacyCenter.cloud Products are protected by
intellectual property laws. The PrivacyCenter.cloud Products belong to and
are the property of us or our licensors (if any). We retain all ownership
rights in the PrivacyCenter.cloud Products. You agree not to copy, rent,
lease, sell, distribute, or create derivative works based on the
PrivacyCenter.cloud Content, or the PrivacyCenter.cloud Products in whole or
in part, by any means, except as expressly authorized in writing by us. If
you wish to use PrivacyCenter.cloud Content, you must comply with our
Content Usage Guidelines here. Securiti, the Securiti logos, and other marks
that we use from time to time are our trademarks and you may not use them
without our prior written permission, except as otherwise set forth in this
Agreement.We encourage all customers, affiliates and partners to comment on
the PrivacyCenter.cloud Products, provide suggestions for improving them,
and vote on suggestions they like. You agree that all such comments and
suggestions will be non-confidential and that we own all rights to use and
incorporate them into the PrivacyCenter.cloud Products, without payment to
you.
2. Customer’s Proprietary Rights. As between you and Customer, Customer retains
the right to access and use the Customer portal associated with the
PrivacyCenter.cloud Products. For the avoidance of doubt, Customer will own
and retain all rights to the Customer Data.
Confidentiality
As used herein, “Confidential Information” means all confidential information
disclosed by a party ("Disclosing Party") to the other party (“Receiving
Party”), (i) whether orally or in writing, that is designated as confidential,
and (ii) Securiti customer and prospect information, whether or not otherwise
designated as confidential. Confidential Information does not include any
information that (i) is or becomes generally known to the public without breach
of any obligation owed to the Disclosing Party or (ii) was known to the
Receiving Party prior to its disclosure by the Disclosing Party without breach
of any obligation owed to the Disclosing Party. The Receiving Party shall: (i)
protect the confidentiality of the Confidential Information of the Disclosing
Party using the same degree of care that it uses with its own confidential
information, but in no event less than reasonable care, (ii) not use any
Confidential Information of the Disclosing Party for any purpose outside the
scope of this Agreement, (iii) not disclose Confidential Information of the
Disclosing Party to any third party, and (iv) limit access to Confidential
Information of the Disclosing Party to its employees, contractors and agents.
The Receiving Party may disclose Confidential Information of the Disclosing
Party if required to do so under any federal, state, or local law, statute, rule
or regulation, subpoena or legal process.
Opt Out and Unsubscribing
You will comply promptly with all opt out, unsubscribe, "do not call" and "do
not send" requests. For the duration of this Agreement, you will establish and
maintain systems and procedures appropriate to effectuate all opt out,
unsubscribe, "do not call" and "do not send" requests.
Term and Termination
1. Term. This Agreement will apply for as long as you participate in the
Marketing Affiliate Program, until terminated.
2. Termination Without Cause. Both you and we may terminate this Agreement on
fifteen (15) days written notice to the other party.
3. Termination for Agreement Changes. If we update or replace the terms of this
Agreement, you may terminate this Agreement on five (5) days written notice
to us, provided that you send us written notice within ten (10) days after
we send you notice of the change.
4. Termination for Cause. We may terminate this Agreement: (i) upon five (5)
days notice to you of a material breach if such breach remains uncured at
the expiration of such period, (ii) upon fifteen (15) days notice to you of
non-payment of any amount due to us if such amount remains unpaid at the
expiration of such period, (iii) immediately, if you become the subject of a
petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors, (iv)
immediately, if you breach the terms applicable to your subscription with us
(if you have one), including if you default on your payment obligations to
us or our affiliate, or (v) immediately, if we determine that you are
acting, or have acted, in a way that has or may negatively reflect on or
affect us, our prospects, or our customers.
5. Effects of Expiration/Termination. Expiration of this Agreement, and
termination of this Agreement: (i) without cause by us, (ii) by you with
cause, (iii) by you according to the ‘Termination for Agreement Changes’
section, shall not affect our obligation to pay you a Commission, so long as
the related payment by the Customer Transaction is recognized by us within
thirty (30) days after the date of such termination or expiration and
provided that in no event shall you be entitled to payment of Commission
under this Agreement if you are eligible to receive a revenue share payment
under the Solutions Partner Program Agreement. We will not pay you fees on
Customer Transactions recognized by us after thirty (30) days after the date
of such termination or expiration set out above. Provided however, in the
event of termination without cause by you, or for cause by us, our
obligation to pay and your right to receive any Commission will terminate
upon the date of such termination, regardless of whether you would have
otherwise been eligible to receive Commission prior to the date of
termination. Except as expressly set forth in this section, you are not
eligible to receive a Commission payment after expiration or termination of
this Agreement. Upon termination or expiration, you will discontinue all use
of and delete the Affiliate Tool that we make available to you for your
participation in the Marketing Affiliate Program. Upon termination or
expiration, an Affiliate Lead is not considered valid, and we may choose to
maintain it in our database and engage with such a prospect.Upon termination
or expiration, you will immediately discontinue all use of our trademark and
references to this Marketing Affiliate Program from your website(s) and
other collateral. For the avoidance of doubt, termination or expiration of
this Agreement shall not cause a Customer’s subscription agreement to be
terminated.
Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and
permissions to participate in the Marketing Affiliate Program and to provision
Securiti with Affiliate Leads for our use in sales and marketing efforts or as
otherwise set forth in this Agreement, (ii) your participation in this Marketing
Affiliate Program will not conflict with any of your existing agreements or
arrangements; and (iii) you own or have sufficient rights to use and to grant to
us our right to use the Affiliate Marks.
You further represent and warrant that: (i) you will ensure that you are
compliant with any trade or regulatory requirements that may apply to your
participation in the Marketing Affiliate Program (for example, by clearly
stating you are a PrivacyCenter.cloud Affiliate on any website(s) you own where
you make an Affiliate Link available); (ii) you will accurately provide in the
Affiliate Tool all websites and domains you own where you intend to use
Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads
that direct to your site(s) or through an Affiliate Link that could be
considered as competing with Securiti’s own advertising, including, but not
limited to, our branded keywords; (iv) you will not participate in cookie
stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you
will not attempt to mask the referring URL information; (vi) you will not use
your own Affiliate Link to purchase PrivacyCenter.cloud Products for yourself;
and (vii) you will not use any mechanisms to deliver leads other than through an
intended consumer. This includes sourcing leads through compilations of personal
data such as phonebooks, using fake redirects or other tools or automation
devices to generate leads (including but not limited to robots, iframes, or
hidden frames), or offering incentives to encourage purchases or signups.
Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any
third-party claim, suit, action, or proceeding (each, an "Action") brought
against us (and our officers, directors, employees, agents, service providers,
licensors, and affiliates) by a third party not affiliated with us to the extent
that such Action is based upon or arises out of (a) your participation in the
Marketing Affiliate Program, (b) our use of the prospect data you provided us,
(c) your noncompliance with or breach of this Agreement, (d) your use of the
Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in
writing within thirty (30) days of our becoming aware of any such claim; give
you sole control of the defense or settlement of such a claim; and provide you
(at your expense) with any and all information and assistance reasonably
requested by you to handle the defense or settlement of the claim. You shall not
accept any settlement that (i) imposes an obligation on us; (ii) requires us to
make an admission; or (iii) imposes liability not covered by these
indemnifications or places restrictions on us without our prior written consent.
Disclaimers; Limitations of Liability
1. Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO
REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY,
AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PRIVACYCENTER.CLOUD
PRODUCTS, PRIVACYCENTER.CLOUD CONTENT, THE MARKETING AFFILIATE PROGRAM OR
THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES
(APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE
EXTENT PERMITTED BY LAW, THE PRIVACYCENTER.CLOUD PRODUCTS AND AFFILIATE
TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE
DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE
PRIVACYCENTER.CLOUD PRODUCTS AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NON-INFRINGEMENT.
2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE
LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
PROFITS OR BUSINESS OPPORTUNITIES.
3. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS
AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD
PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE
TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER
TRANSACTIONS IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A
CLAIM.
4. Affiliate Tool. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL
THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO
YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
5. Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET
DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD,
SECURITI SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO
YOU.
General
1. Amendment; No Waiver. We may update and change any part or all of this
Agreement, including by replacing it in its entirety. If we update or
change this Agreement, the updated Agreement will be made available to you
via the Affiliate Tool and/or by email. The updated Agreement will become
effective and binding on the next business day after we or the Affiliate
Tool have notified you. When we change this Agreement, the "Last Modified"
date above will be updated to reflect the date of the most recent version
at our Terms page. We encourage you to review this Agreement periodically.
If you don’t agree to the update, change or replacement, you can choose to
terminate as we describe above. No delay in exercising any right or remedy
or failure to object will be a waiver of such right or remedy or any other
right or remedy. A waiver on one occasion will not be a waiver of any right
or remedy on any future occasion.
2. Applicable Law. This Agreement shall be governed by the laws of the state
of California, without regard to the conflict of laws provisions thereof.
In the event either of us initiates an action in connection with this
Agreement or any other dispute between the parties, the exclusive venue and
jurisdiction of such action shall be in the state and federal courts in
Santa Clara County, California.
3. Force Majeure. Neither party will be responsible for failure or delay of
performance if caused by: an act of war, hostility, or sabotage; act of
god; electrical, internet, or telecommunication outage that is not caused
by the obligated party; government restrictions; or other event outside the
reasonable control of the obligated party. Each party will use reasonable
efforts to mitigate the effect of a force majeure event.
4. Actions Permitted. Except for actions for nonpayment or breach of a party’s
proprietary rights, no action, regardless of form, arising out of or
relating to this Agreement may be brought by either party more than two (2)
years after the cause of action has accrued.
5. Relationship of the Parties. Both you and we agree that no joint venture,
partnership, employment, or agency relationship exists between you and us
as a result of this Agreement.
6. Compliance with Applicable Laws. You shall comply, and shall ensure that
any third parties performing sales or referral activities on your behalf
comply with all applicable foreign and domestic laws (including without
limitation export laws and laws applicable to sending of unsolicited
email), governmental regulations, ordinances, and judicial administrative
orders. You shall not engage in any deceptive, misleading, illegal or
unethical marketing activities, or activities that otherwise may be
detrimental to us, our customers, or to the public. Export laws and
regulations of the United States and any other relevant local export laws
and regulations may apply to the PrivacyCenter.cloud Products. You will
comply with the sanctions programs administered by the Office of Foreign
Assets Control (OFAC) of the US Department of the Treasury. You will not
directly or indirectly export, re-export, or transfer the
PrivacyCenter.cloud Products to prohibited countries or individuals or
permit use of the PrivacyCenter.cloud Products by prohibited countries or
individuals.
7. Severability. If any part of this Agreement is determined to be invalid or
unenforceable by applicable law, then the invalid or unenforceable
provision will be deemed superseded by a valid, enforceable provision that
most closely matches the intent of the original provision and the remainder
of this Agreement will continue in effect.
8. Notices. Notice will be sent to the contact address set forth herein (as
such may be changed by notice given to the other party), and will be deemed
delivered as of the date of actual receipt.To Securiti, 300 Santana Row,
Suite 450, San Jose, CA 95128, U.S.A. Attention: VP Finance
To you: your address as provided in our affiliate account information for
you.
We may give electronic notices specific to you by email to your e-mail
address(es) on record in our account information for you. We may give
notice to you by telephone calls to the telephone numbers on record in our
account information for you.
9. Entire Agreement. This Agreement is the entire agreement between us for the
Marketing Affiliate Program and supersedes all other proposals and
agreements, whether electronic, oral or written, between us. We object to
and reject any additional or different terms proposed by you, including
those contained in your purchase order, acceptance or website. Our
obligations are not contingent on the delivery of any future functionality
or features of the PrivacyCenter.cloud Products or dependent on any oral or
written public comments made by us regarding future functionality or
features of the PrivacyCenter.cloud Products. It is the express wish of
both you and us that this Agreement and all related documents be drawn up
in English. We might make versions of this Agreement available in languages
other than English. If we do, the English version of this Agreement will
govern our relationship and the translated version is provided for
convenience only and will not be interpreted to modify the English version
of this Agreement.
10. Assignment. You will not assign or transfer this Agreement, including any
assignment or transfer by reason of merger, reorganization, sale of all or
substantially all of its assets, change of control or operation of law,
without our prior written consent. We may assign this Agreement to any
affiliate or in the event of merger, reorganization, sale of all or
substantially all of our assets, change of control or operation of law.
11. No Third Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended to or shall confer upon any person or entity (other
than the parties hereto) any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
12. Program Policies Page. We may change the Program Policies from time to
time. Your participation in the Marketing Affiliate Program is subject to
the Program Policies, which are incorporated herein by reference.
13. No Licenses. We grant to you only the rights and licenses expressly stated
in this Agreement, and you receive no other rights or licenses with respect
to us, the PrivacyCenter.cloud Products, our trademarks, or any other
property or right of ours.
14. Sales by Securiti. This Agreement shall in no way limit our right to sell
the PrivacyCenter.cloud Products, directly or indirectly, to any current or
prospective customers.
15. Authority. Each party represents and warrants to the other that it has full
power and authority to enter into this Agreement and that it is binding
upon such party and enforceable in accordance with its terms.
16. Survival. The following sections shall survive the expiration or
termination of this Agreement: ‘Commission and Payment’, ‘Proprietary
Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, “Affiliate
Representations and Warranties’, ‘Indemnification’, ‘Disclaimers;
Limitation of Liability’, and ‘General’.
17. Data Processing and Protection. The parties acknowledge that in connection
with the PrivacyCenter.cloud Marketing Affiliate Program, each party may
provide or make available to the other party Personal Data. To the extent
that any Personal Data is processed in connection with the Project the
terms set forth in the Securiti Data Processing Agreement (posted at:
https://securiti.ai/terms/), which are hereby incorporated by reference,
shall apply. Each party shall process the copy of the Personal Data in its
possession or control: (i) in accordance with the Securiti Data Processing
Agreement (ii) as an independent controller (not as a joint controller with
the other party) (iii) for the purposes described in this Agreement; and/or
(iv) as may otherwise be permitted under Applicable Data Protection Law.
For the avoidance of doubt and without prejudice to the foregoing, Securiti
shall be an independent controller of any Personal Data that it receives or
shares with Affiliate.
CONTENT USAGE GUIDELINES
Last Modified: July 26, 2023
What Securiti Content You Can Use and How
* Feel free to share any of our content through email or social media. Your
support means the world to us!
* Securiti’s original images including charts, graphs, cartoons, and
infographics, videos, or SlideShares can be republished in full by copying or
embedding them in your content. Please make sure to comply with the Content
Attribution Policy outlined below. Please note that this permission does not
extend to any stock images that we have acquired for use in our content.
* You're welcome to use up to 75 words of our text content, such as facts,
figures, and quotes, as references or quotes in your blog articles,
presentations, or documents, provided that you comply with the Content
Attribution Policy stated below.
* Regrettably, we are unable to permit you to republish any of our text-based
content (such as blog articles, PDFs, PPTs, DOCs) in its entirety on the
internet. The reason being that duplicate content can harm SEO, and it may
displease Google.
* We're sorry to say that we're unable to comply with requests for original
files, such as PDFs, PPTs, DOCs, or original video files.
* You cannot monetize our content.
* Claiming our content as your own original work (by using it and publishing it
on a channel) is not allowed. However, we appreciate your willingness to
share our content and kindly request that you share the original link
instead.
Content Attribution Policy
* Attribute Securiti as the source.
* Link to the original Securiti source you're referencing:
* For references to a Securiti blog article, link to the URL of the specific
blog article you're referencing.
* For references to Securiti's downloadable content offers behind a form,
please link to the landing page URL with the form for that individual
offer.
Thanks for sharing the content. We appreciate it!
At Securiti, our mission is to enable enterprises to safely harness the
incredible power of data and the cloud by controlling the complex security,
privacy and compliance risks.
Copyright © 2023 Securiti · Sitemap · XML Sitemap
NEWSLETTER
*
Work Email:
*
I consent to receive marketing emails. I understand I can unsubscribe at any
time and agree to terms outlined in Securiti’s privacy policy.
Subscribe
--------------------------------------------------------------------------------
COMPANY
* About Us
* Careers
* Contact Us
* Partner Program
* News Coverage
* Press Releases
RESOURCES
* Blog
* Collateral
* Knowledge Center
* Securiti Education
* Privacy Center
* Free Do Not Sell Tool
* What is DSPM
TERMS
* Terms & Policies
* Security & Compliance
* Manage cookie preferences
* My Privacy Center
GET IN TOUCH
info@securiti.ai
300 Santana Row Suite 450. San Jose,
CA 95128
*
*
*
--------------------------------------------------------------------------------
Contact Us Schedule a Demo
* Products
* By Role
* Data Command Center
* Sensitive Data Intelligence
* Privacy
* Security
* Governance
* Data Controls Orchestrator
* By Use Cases
Back
* Asset Discovery
Asset Discovery
* Data Discovery & Classification
Data Discovery & Classification
* Sensitive Data Catalog
Sensitive Data Catalog
* People Data Graph
People Data Graph
* Data Mapping Automation
View
* Data Subject Request Automation
View
* People Data Graph
View
* Assessment Automation
View
* Cookie Consent
View
* Universal Consent
View
* Vendor Risk Assessment
View
* Breach Management
View
* Privacy Policy Management
View
* Privacy Center
View
* Data Security Posture Management
View
* Data Access Intelligence & Governance
View
* Data Risk Management
View
* Data Breach Analysis
View
* Data Catalog
View
* Data Lineage
View
* Data Quality
View
* Asset and Data Discovery
View
* Data Access Intelligence & Governance
View
* Data Privacy Automation
View
* Sensitive Data Intelligence
View
* Data Flow Intelligence & Governance
View
* Data Consent Automation
View
* Data Security Posture Management
View
* Data Breach Impact Analysis & Response
View
* Data Catalog
View
* Data Lineage
View
* Solutions
* Technologies
* Regulations
* Roles
Back
* Snowflake
View
* AWS
View
* Microsoft 365
View
* Salesforce
View
* Workday
View
* GCP
View
* Azure
View
* Oracle
View
* US California CCPA
View
* US California CPRA
View
* European Union GDPR
View
* Thailand’s PDPA
View
* China PIPL
View
* Canada PIPEDA
View
* Brazil's LGPD
View
* + More
View
* Privacy
View
* Security
View
* Governance
View
* Marketing
View
* Resources
* Blog
View
* Collateral
View
* Knowledge Center
View
* Securiti Education
View
* Company
* About Us
View
* Partner Program
View
* Contact Us
View
* News Coverage
View
* Press Releases
View
* Careers
View
* Events
* Spotlight Talks