Data Processing and Security Terms
This Data Processing and Security Terms (“Addendum”) forms an integral part of the Service Agreement and/or Trial Agreement, as applicable (“Agreement”), between the customer agreeing to those terms ("Company") and Alooma Inc. ("Alooma") and applies to the extent that Alooma processes Personal Data, or has access to Personal Data, on behalf of the Controller, in the course of its performance under the Agreement.
Alooma shall qualify as the Processor, as this term is defined under Data Protection Legislation.
All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
a. "Approved Jurisdiction" means a member state of the EEA, or other jurisdiction as may be approved pursuant to the applicable Data Protection Legislation as having adequate legal protections for Personal Data.
b. "Breach Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Company’s Personal Data transmitted, stored or otherwise processed.
c. "Company’s Personal Data" shall mean Personal Data provided by or on behalf of Company.
d. "Data Protection Legislation" means, as applicable: (i) the EU GDPR; (ii) the UK GDPR; and, (iii) any other applicable data protection laws or regulations modeled on the EU GDPR and the (iv) the Federal Data Protection Act of 19 June 1992 (Switzerland).
e. "EU GDPR" means the General Data Protection 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, and repealing Directive 95/46/EC.
f. “Controller”, “Processor”, “Data Subject”, "Personal Data", “Process”, “process”, “Processing” and “processing” shall have the meanings ascribed to them in the Data Protection Legislation.
g. "EEA" means those countries that are members of the European Economic Area.
h. "ROW Data Protection Legislation" means data protection or privacy legislation in force in a jurisdiction not covered by Data Protection Legislation.
i. "Security Measures" mean commercially reasonable security-related policies, standards, and practices commensurate with the size and complexity of Alooma’s business, the level of sensitivity of the Personal Data collected, handled and stored, and the nature of Alooma’s business activities.
j. "Standard Contractual Clauses" mean the standard contractual clauses for the transfer of personal data to data processors established in third countries adopted by the European Commission Decision C(2010)593.
k. "Sub-Processors" mean any Affiliate, agent or assignee of Alooma that may process Company’s Personal Data pursuant to the terms of the Agreement, and any unaffiliated Processor engaged by Alooma.
l. "UK GDPR" means the EU GDPR, as amended and incorporated in UK law under the UK’s European Union (Withdrawal) Act 2018, if in force.
2. Compliance with Laws
a. Each Party shall comply with its respective obligations under the Data Protection Legislation, if the Data Protection Legislation applies to its processing activities hereunder. The parties acknowledge and agree that the Data Protection Legislation will apply to the processing of Company’s Personal Data if, for example: the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA; and/or the Company’s Personal Data is personal data relating to data subjects who are in the EEA and the processing relates to the offering to them of goods or services in the EEA or the monitoring of their behaviour in the EEA. The parties acknowledge and agree that ROW Data Protection Legislation may also apply to the processing of Company’s Personal Data.
b. Alooma shall, taking into account the nature of processing, provide reasonable cooperation and assistance to Company in relation to Alooma’s processing of Company’s Personal Data under the Agreement in order to allow Company to comply with its obligations as a Controller under the Data Protection Legislation (e.g. Art 32 et seq. of the EU GDPR).
c. Alooma agrees to notify Company promptly if it becomes unable to comply with the terms of this Addendum and take reasonable and appropriate measures to remedy such non-compliance.
d. Throughout the duration of the Addendum, Company agrees and warrants that:
- Company’s Personal Data has been and will continue to be collected, processed and transferred by Company in accordance with the relevant provisions of the Data Protection Legislation
- the processing of Company’s Personal Data by Company, as well as any instruction to Alooma in connection with the processing of the Company’s Personal Data (“Processing Instructions”), has been and will continue to be carried out in accordance with the relevant provisions of the Data Protection Legislation; and
- the Company has informed Data Subjects of the processing and transfer of Personal Data pursuant to the Addendum and obtained any relevant consent thereto (including without limitation any consent required in order to comply with the Processing Instructions and those purposes detailed herein);
- Company complies with the ROW Data Protection Legislation (where applicable).
3. Processing Purpose and Instructions
a. The duration of the processing under the Agreement is determined by the parties, as set forth in the Agreement
b. Alooma shall process Company’s Personal Data: (i) to provide the Services and associated support; (ii) as further specified via Company’s use of the Services (including functionality of the Services); and (iii) as documented in the form of the Agreement, including this Addendum; or in any other written instructions given by Company and acknowledged by Alooma. Unless permitted under the Agreement or this Addendum, Alooma shall not modify, amend, disclose or permit the disclosure of any Company’s Personal Data to any third party unless authorized or directed to do so by Company.
c. Alooma will not process Company’s Personal Data other than as expressly provided in the Agreement or this Addendum. Processing any of Company’s Personal Data outside the scope of the Agreement will require prior written approval by Company. For sake of clarity, Alooma shall be entitled to process Personal Data as a Controller where reasonable, e.g. for administrative, statistical and financial purposes and other purposes where Alooma has a legal basis for processing.
d. If ROW Data Protection Legislation applies to either party’s processing of Company’s personal data, the parties acknowledge and agree that the relevant party will comply with any obligations applicable to it under that legislation with respect to the processing of Company’s Personal Data.
4. Reasonable Security and Safeguards
a. Company acknowledges and agrees (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Company’s Personal Data as well as the risks to individuals) that the Security Measures implemented and maintained by Alooma (see Appendix 1 to the Exhibit) (i) to protect the availability, confidentiality, and integrity of any Company’s Personal Data collected, accessed, used, or transmitted by Alooma in connection with the Agreement, and (ii) to protect Company’s Personal Data from Breach Incidents are appropriate.
b. The Security Measures are subject to technical progress and development and Alooma may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by Company.
c. Alooma shall take reasonable steps to ensure the reliability of its staff and any other person acting under its supervision which has access to and processes Company’s Personal Data. Alooma shall ensure that persons authorized to process Company’s Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
d. Company is responsible for using and configuring the Services in a manner which enables Company to comply with Data Protection Legislation, including implementing appropriate technical and organizational measures.
5. Breach Incidents
Upon becoming aware of a Breach Incident, Alooma will notify Company without undue delay and will provide information relating to the Breach Incident as reasonably requested by Company. Alooma will use reasonable endeavors to assist Company in mitigating, where possible, the adverse effects of any Breach Incident.
6. Security Assessments and Audits
Alooma audits its compliance with data protection and information security standards on a regular basis. Such audits are conducted by Alooma’s internal audit team or by third party auditors engaged by Alooma.
Alooma shall, upon reasonable and written notice and subject to obligations of confidentiality, allow its data processing procedures and documentation to be inspected, no more than once a year, by Company (or its designee), at Company's expense, to the extent necessary and in order to ascertain compliance with this Addendum. Alooma shall cooperate in good faith with audit requests by providing access to relevant knowledgeable personnel and documentation.
7. Cooperation and Assistance
a. If Alooma receives any requests from individuals or applicable data protection authorities relating to the processing of Company’s Personal Data under the Agreement, including requests from individuals seeking to exercise their rights under EU GDPR, provided that such requests clearly indicate that they are for Data Protection Legislation purposes, Alooma will promptly redirect the request to Company. Alooma will not respond to such communication directly without Company's prior authorization, unless legally compelled to do so. If Alooma is required to respond to such a request, Alooma will promptly notify Company and provide Company with a copy of the request, unless legally prohibited from doing so.
b. If Alooma receives a legally binding request for the disclosure of Company’s Personal Data which is subject to this Addendum, Alooma shall (to the extent legally permitted) notify Company upon receipt of such order, demand, or request. It is hereby clarified however that if no reasonable response is received from Company within three (3) business days (or otherwise any shorter period as dictated by the relevant law or authority), Alooma shall be entitled but not obligated to provide such information.
c. Notwithstanding the foregoing, Alooma will cooperate with Company with respect to any action taken by it pursuant to such order, demand or request, including ensuring that confidential treatment will be accorded to such disclosed Company’s Personal Data.
d. Upon reasonable notice, Alooma shall provide reasonable assistance to Company in:
- allowing Data Subjects to exercise their rights under the Data Protection Legislation, including (without limitation) the right of access, right to rectification, restriction of processing, erasure (“right to be forgotten”), data portability, object to the processing, or the right not to be subject to an automated individual decision making;
- ensuring compliance with any notification obligations of Breach Incidents to the supervisory authority and communication obligations to Data Subjects, as required under Data Protection Legislation;
- ensuring Company’s compliance with its obligation to carry out Data Protection Impact Assessments (“DPIA”) or
prior consultations with data protection authorities with respect to the processing of Company’s Personal Data.
Any assistance to Company, in particular with regard to DPIA or prior consultations will be solely at Company's expense.
8. Sub-Processors; Infrastructure Provider
a. Company provides a general consent to Alooma to engage Sub-Processors, including without limitation all Alooma affiliates, including Google LLC. Alooma shall enter into an agreement with the Sub-Processor containing data protection obligations that are substantially similar to the obligations under this Addendum (to the extent applicable to the services provided by the Sub-processor).
b. Alooma will inform Company of any new Sub-Processors. The Company shall have ten (10) days to reasonably object following such notice. If Company objects to such use of a new Sub-Processor, the parties will work in good faith to make available a commercially reasonable change in the provision of the Services that avoids the use of that proposed Sub-Processor. In the event that such a change cannot be made within ninety (90) days from Alooma’s receipt of Company’s objection, notwithstanding anything in the Agreement, Company may immediately terminate the Agreement upon written notice, for the portions of the Agreement relating to the Services that require the use of the proposed Sub-Processor.
c. Alooma will be responsible for any acts, errors or omissions by its Sub-Processors, that may cause Alooma to breach any of its obligations under this Addendum.
d. Company authorizes Alooma to engage Amazon Web Services, Inc. ("Infrastructure Provider") to provide underlying infrastructure services. Infrastructure Provider's role includes processing Company’s Personal Data but Infrastructure Provider will not be a Sub-processor for the purposes of this Addendum.
9. Transfer of EEA/UK resident Company’s Personal Data outside the EEA/UK (in case of Brexit)
Alooma may transfer and process Personal Data of residents of the EEA, the UK or Switzerland (as the case may be) from such country to a location outside the EEA, the UK or Switzerland ("Transfer"), only subject to one of the following:
a. The Transfer is done to an Approved Jurisdiction;
b. The Transfer is done subject to appropriate safeguards (for example, the Privacy Shield as referred to in the COMMISSION IMPLEMENTING DECISION (EU) 2016/1250 of 12 July 2016 pursuant to Directive 95/46/EC of the European Parliament and of the Council on the adequacy of the protection provided by the EU-U.S. Privacy Shield, or other applicable frameworks);
c. Company and Alooma will sign the Standard Contractual Clauses attached to this Addendum as Appendix A; or
d. The Transfer is done in accordance with any of the exceptions listed in the Data Protection Legislation.
10. Data Retention and Destruction
a. Alooma will only retain Company’s Personal Data for as long as Alooma Services are provided to Company in accordance with the Agreement. Following expiration or termination of the Agreement, Alooma will within a reasonable timeframe delete or return to Company all Company’s Personal Data in its possession as provided in the Agreement except to the extent Alooma is required or allowed by applicable law to retain some or all of the Personal Data (in which case Alooma will implement reasonable measures to protect the Personal Data).
b. Notwithstanding the foregoing, Alooma shall be entitled to maintain Personal Data following the termination of the Agreement for statistical and/or financial purposes provided always that Alooma maintains such Company’s Personal Data on an aggregated basis or otherwise after having removed all personally identifiable attributes from such Personal data.
11. Data Protection Team; Processing Records
a. Alooma’s Data Protection Team can be contacted at firstname.lastname@example.org (and/or via such other means as Alooma may provide from time to time).
b. Company acknowledges that Alooma is required under Data Protection Legislation to: (a) collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which Alooma is acting and, where applicable, of such processor’s or controller's local representative and data protection officer; and (b) make such information available to the supervisory authorities. Accordingly, if Data Protection Legislation applies to the processing of Company’s Personal Data, Company will, where requested, provide such information to Alooma via the means specified by Alooma, and will ensure that all information provided is kept accurate and up-to-date.
a. Any claims brought under this Addendum will be subject to the terms and conditions of the Agreement, including the exclusions and limitations set forth in the Agreement.
b. In the event of a conflict between the Agreement (or any document referred to therein) and this Addendum, the provisions of this Addendum shall prevail.
c. Alooma may modify the terms of this Addendum in circumstances such as (i) if required to do so by a supervisory authority or other government or regulatory entity, (ii) if necessary to comply with Data Protection Legislation, or (iii) to implement or adhere to standard contractual clauses, approved codes of conduct or certifications, binding corporate rules, or other compliance mechanisms, which may be permitted under Data Protection Legislation. Alooma will provide notice of such changes to Company, and the modified Addendum will become effective 30 days after such notice. If Company does not wish to be bound by the modified Addendum, Company must provide written notice to Alooma, which notice will terminate both the Agreement and this Addendum (including Exhibit).
(To be signed subject to section 9)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection
For purposes of this Exhibit A:
any reference to “data exporter” means Company, acting as data exporter, and any reference to “data importer” means Alooma (each a “party”; together “the parties”).
The parties have agreed on the following Standard Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
For the avoidance of doubt the parties agree that any references in the Clauses to Directive 95/46/EC of the Eurpoean Parliament and of the counsel of 24 October 19959 on the protection of individuals with regard to the processing of personal daraon the free movement of such data shall be read as a reference to the EU GDPR.
Further, the Clauses shall apply accordingly for any transfer of UK personal data under the UK GDPR but only to the extent the UK leaves the EU/EEA without a transitional agreement or in a manner that it will be treated as a third country under the EU GDPR.
For the purposes of the Clauses:
- 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
- 'the data exporter' means the controller who transfers the personal data;
- 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
- 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
- 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
- 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Third-party beneficiary clause
- The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
- The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
- The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Obligations of the data exporter
The data exporter agrees and warrants:
- that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
- that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
- that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
- that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
- that it will ensure compliance with the security measures;
- that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
- to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
- to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
- that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
- that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data exporter agrees and warrants:
- to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
- that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
- that it will promptly notify the data exporter about:
- any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
- any accidental or unauthorised access, and
- any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
- to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
- at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
- to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
- that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
- that the processing services by the subprocessor will be carried out in accordance with Clause 11;
- to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
- The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
- If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
- If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
Mediation and jurisdiction
- The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
- to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
- to refer the dispute to the courts in the Member State in which the data exporter is established.
- The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Cooperation with supervisory authorities
- The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
- The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
- The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the Member State in which the data controller is established.
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
- The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
- The prior written contract between the data importer and the subprocessor shall also provide for a third- party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data controller is established.
- The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
Obligation after the termination of personal data processing services
- The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
- The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
|DATA EXPORTER||DATA EXPORTER|
|Authorised Signature||Authorised Signature|
APPENDIX 1 TO EXHIBIT A
This Appendix 1 forms part of the Clauses.
The data exporter is the Company. Activities relevant to the transfer include the performance of Services for Company under the Agreement.
The data importer is Alooma. Activities relevant to the transfer include the performance of Services for Company under the Agreement.
The personal data transferred may concern the following categories of data subjects: Data subjects include the individuals about whom data is provided to Alooma via the Services by (or at the direction of) the Data Exporter.
Categories of data
The personal data transferred may concern the following categories of data: Data relating to individuals provided to Alooma via the Services by (or at the direction of) the Data Exporter.
The Personal Data transferred may be subject to the following basic Processing activities, as may be further set forth in contractual agreements entered into from time to time between the Company and customers:
- Scope of Processing. The Clauses reflect the parties’ agreement with respect to the Processing and transfer of Personal Data specified in this Appendix pursuant to the provision of the Services. Personal Data may be processed only to comply with Instructions (as defined in the Addendum). The Data Exporter instructs the Data Importer to Process Personal Data in countries in which the Data Importer or its Subprocessors maintain facilities.
- Term of Data Processing. Data Processing will be for the period specified in the Addendum. Such period will automatically terminate upon the deletion by the Data Importer of all data as described in the Addendum.
- Data Deletion. During the term of the Agreement, the Data Importer will provide the Data Exporter with the ability to delete the Data Exporter’s Personal Data from the Services in accordance with the Agreement. After termination or expiry of the Agreement, the Data Importer will delete the Data Exporter’s Personal Data in accordance with the Addendum.
- Access to Data. During the term of the Agreement, the Data Importer will provide the Data Exporter with access to, and the ability to rectify, restrict processing of and export the Data Exporter’s Personal Data from the Services in accordance with the Agreement.
- Sub-processors. The Data Importer may engage Subprocessors to provide parts of the Services and support. The Data Importer will ensure Sub-processors only access and use the Data Exporter’s personal data to provide the Services and support and not for any other purpose.
APPENDIX 2 TO EXHIBIT A
TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES EXHIBIT
This Appendix forms part of the Clauses and describes the technical and organisational security measures implemented by the data importer.
- Access control
- Incident Management
- Security Awareness
- Physical Security
- Business Continuity
- Technological Measures
Customer passwords for the Alooma product interface are never stored in clear text. Alooma only stores the salted hash of the passwords, with a different salt for each user.
Access to Alooma systems by Alooma employees requires unique SSH keys, which are reset daily.
In the event of a security breach, Alooma assess the damage/potential damage, confirm the breach or exploit, and inform all affected customers. Once the vulnerability is fixed, a public message will be included in the release notes.
All of Alooma’s security protocols and technical measures are designed to address Alooma’s four “security pillars” of Confidentiality, Integrity, Processing Integrity, and Availability designed to ensure customer data isolation, authentication, and the physical security of all customer data.
Alooma has a written infosec policy, which is part of a larger set of policies defined in the company handbook. New employees are required to read the policies, and all employees participate in a yearly security and privacy briefing.
In addition, the Alooma platform is audited by a web application security research organization on a regular basis. The auditing rm conducts design security reviews and comprehensive manual penetration testing on newly implemented functionality across the entire Alooma product line, including the core application and its modules.
Access to Alooma offices is secured by means of door access control systems, and monitored by cameras 24/7, to ensure that only Alooma personnel and escorted guests may gain entry.
Alooma services and all data processed are hosted by AWS, which are ISO 27001 compliant.
Alooma services and all data processed by Alooma are hosted by AWS. All critical components of the service are architected for high availability and disaster recovery to ensure business continuity.
Alooma's availability and processing integrity is reviewed yearly as part of Alooma's SOC2 certification. In addition, Alooma is a certified, well architected AWS partner with big data competency.
Customer data is encrypted in transit and at rest. All networking and system devices require a form of secure transmission, either SSH or SSL. Access to the applications and admin console is enabled only through SSL, to ensure password and user privacy.
Even though Alooma does not store its customers’ data, data must be persisted to disk for reliability and durability. The infrastructure components which store data to disk all utilize AWS EBS encryption.
Alooma supports Reverse SSH Tunnel connections.
Alooma’s customers can leverage Alooma’s built-in code engine to sanitize event data and generate notifications according to custom defined DLP rules.