Data Processing Addendum

Last Revised and Effective Date: June 14, 2021

This Data Processing Addendum (“DPA”) forms part of the Software as a Service Agreement (“Agreement”) between Rammer Technologies, Inc. d/b/a Symbl.ai (“Supplier”) and the Customer named in the Agreement (“Customer”) and reflects the parties’ agreement with regard to the processing of Customer Personal Data (as applicable). All capitalized terms not defined herein shall have the meaning set forth in the Agreement. In providing the Services to Customer pursuant to the Agreement, Supplier may process Customer Personal Data on behalf of Customer, and the parties agree to comply with the following provisions with respect to the same.

Definitions

“Agreement” means agreements relating to the processing of data between Customer and Supplier.

“Applicable Data Protection Laws” means all laws and regulations, to the extent applicable to the Processing of Personal Data under the Agreement, which may include, without limitation, the GDPR and other laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, and the United Kingdom.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.

“Customer Data” means all data submitted by or on behalf of Customer to the Services, including, without limitation, Customer Personal Data.

“Customer Personal Data” means Personal Data that is Processed by Supplieron behalf of Customer in connection with the Services.

Data Subject” means the identified or identifiable person to whom Customer Personal Data relates; an identifiable person is one who can be defined, directly or indirectly, in particular, by reference to an identifier such as a name, identification number, location data, or an online identifier.

“GDPR” means the 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 (General Data Protection Regulation).

“Personal Data” means any information relating to a Data Subject; for clarity and in the case of any contradiction, the type of Personal Data Processed by Supplier is specified in Appendix 1 to the Standard Contractual Clauses.

“Processing” or “Processed” (including its root word, “Process”) means any operation or set of operations which is performed upon 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.

Processor” means the entity which Processes Personal Data on behalf of the Customer.

Services” means the Services that Supplier provides to Customer under the Agreement.

Standard Contractual Clauses” means the contractual clauses specified in Annex 1 and under Section 11.

Subprocessor” means an entity engaged by Supplier for the performance of the Processing under this DPA.

DPA Terms

Supplier and Customer hereby enter into this DPA effective as of the date of signature of the Agreement between the parties. This DPA is incorporated into and forms part of the Agreement.  In the event of a conflict between the terms of this DPA and the Agreement, the terms of this DPA shall control.

  1. Processing of Customer Data
    1. Provision of the Service. Supplier provides the Services to Customer under the Agreement. In connection with the Services, the parties anticipate that Supplier may Process Customer Personal Data.
    2. The Parties’ Roles. The parties agree that with regard to the Processing of Customer Personal Data, Customer is the Controller, Supplier is the Processor, and that Supplier will engage Subprocessors pursuant to the requirements of this DPA.  For the avoidance of doubt, this DPA applies only to Customer Personal Data Processed by Supplier in its capacity as a Processor.
    3. Customer’s Instructions. By entering into this DPA, Customer instructs Supplier to Process Customer Personal Data only in accordance with Applicable Data Protection Laws: (a) for the purpose of performing the Services; (b) as documented in the Agreement or this DPA; and/or (c) as further documented in any other written instructions given by Customer.
    4. Customer’s Responsibilities. Customer shall, in its use of the Services, Process Customer Personal Data in accordance with the requirements of Applicable Data Protection Laws. For the avoidance of doubt, Customer’s instructions for the Processing of Customer Personal Data shall comply with Applicable Data Protection Laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Personal Data and the means by which Customer acquired Customer Personal Data. Notwithstanding anything to the contrary in this DPA, Customer shall not provide Supplier with any Customer Personal Data not specified in Appendix 1 to the Standard Contractual Clauses.
    5. Supplier’s Responsibilities. Supplier shall keep Customer Personal Data confidential and shall only Process Customer Personal Data on behalf of and in accordance with Customer’s instructions for Processing in accordance with this DPA. Supplier shall not be required to comply with Customer’s instructions if such instructions would violate Applicable Data Protection Laws.  Customer acknowledges and agrees that if, in Supplier’s reasonable opinion, any Customer instruction infringes Applicable Data Protection Laws, Supplier shall promptly notify Customer of the same and may suspend the Processing resulting from the infringing instruction, without prejudice to the continuation of the Agreement and of Customer’s obligation to pay any fees or other sums due under the Agreement.
    6. Details and Scope of the Processing. The subject-matter of the Customer Personal Data Processed by Supplier is the performance of the applicable Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Customer Personal Data Processed, and categories of Data Subjects, are further specified in Appendix 1 to the Standard Contractual Clauses.
  2. Rights of Data Subjects
    Data Subject Requests. To the extent legally permitted, Supplier shall promptly notify Customer if it receives a request from a Data Subject to exercise the Data Subject’s rights under Applicable Privacy Laws (“Data Subject Request”). Taking into account the nature of the Processing, Supplier shall assist Customer through commercially reasonable organizational and technical measures, for the fulfillment of Customer’s obligation to respond to a Data Subject Request. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Supplier shall, upon Customer’s written request, provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent that Supplier is legally authorized to do so, and to the extent the response to such Data Subject Request is required under Applicable Data Protection Law. Customer shall be responsible for any costs arising from Supplier’s provision of such assistance.
  3. Supplier Personnel
    1. Confidentiality. Supplier shall ensure that its personnel engaged in the Processing of Customer Personal Data are informed of the confidential nature of the Customer Personal Data and their obligations with respect to the same, and have received appropriate training regarding their responsibilities.
    2. Reliability. Supplier shall take commercially reasonable steps to ensure the reliability of any Supplier personnel engaged in the Processing of Customer Personal Data.
    3. Limitation. Supplier shall ensure that Supplier’s access to Customer Personal Data is limited to those personnel assisting in the provision of the Services in accordance with the Agreement.
  4. Subprocessors
    1. Supplier’s Subprocessors. Supplier has instructed or authorized the use of Subprocessors to assist Supplier with respect to the performance of Supplier’s obligations under the Agreement. A list of Supplier’s Subprocessors is attached to this DPA in Appendix 1 to the Standard Contractual Clauses. Supplier shall inform Customer of any intended changes concerning the addition or replacement of Subprocessors via e-mail, thereby giving Customer the opportunity to reasonably object to such changes in writing.  Supplier shall respond to such objections within a reasonable time frame so long as such objections have a reasonable basis. Further, Supplier shall enter into a contract with the Subprocessor whereby Supplier shall require the Subprocessor to comply with obligations no less onerous than Supplier’s obligations under this DPA.
    2. Liability for Subprocessors. Supplier shall be liable for the acts and omissions of its Subprocessors to the same extent Supplier would be liable if performing the services of each Subprocessor directly under the terms of this DPA, except as otherwise set forth in the Agreement.
  5. Customer Obligations Customer warrants that it has a lawful basis for Processing all Customer Personal Data it provides to Supplier. If at any time during the Term of this DPA, Customer discovers that it does not have a lawful basis for Processing Personal Data provided to Supplier, then it shall notify Supplier in writing immediately and Supplier upon such notification will cease Processing that Customer Personal Data.
  6. Security Both Supplier will implement and maintain, and will contractually require its Subprocessors to implement and maintain, all appropriate technical, administrative, and organizational measures to ensure a level of security appropriate to the risk related to the Processing of the Customer Personal Data and protection of Customer Personal Data, particularly against any accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access.
  7. Personal Data Breach A breach of Customer Personal Data (“Breach”) shall mean any breach of security leading accidentally or unlawfully to the destruction, loss, alteration, or unauthorized disclosure of or access to Customer Personal Data. In the event of a Breach arising during the performance of the Service by Supplier, Supplier shall: (1) notify the Customer about the Breach without undue delay after becoming aware of it; (2) take all actions as may be required by Applicable Data Protection Law, and more generally provide Customer with reasonable assistance in relation to Customer’s obligations to notify the Breach to any applicable supervisory authority and to the Data Subjects as the case may be; (3) maintain a record of information relating to the Breach, including the results of its own investigations and any supervisory authorities’ investigations; (4) cooperate with the Customer and take reasonable measures as necessary to prevent the Breach from occurring again; and (5) where Customer determines that a Breach notification is required under Applicable Data Protection Laws, Supplier shall reimburse Customer for its reasonable costs associated with providing notification to Data Subjects and supervisory authorities only to the extent Customer has demonstrated that the Breach was caused by Supplier.
  8. Audits Upon 30 days written notice by Customer and subject to the confidentiality obligations set forth in the Agreement, Supplier shall make available to Customer Supplier’s procedures relevant to the protection of Customer Personal Data in the form of its documented policies and procedures, and any third-party certifications and audits, to the extent that Supplier makes them generally available to its customers
  9. Retention and Deletion of Customer Personal Data Supplier will retain Customer Personal Data Processed in connection with the Services for the duration of the Services, unless otherwise required by law.
  10. Transfers of Customer Personal Data Customer acknowledges and agrees that Supplier will transfer Customer Personal Data outside of the European Union, the European Economic Area or their member states, Switzerland, and/or the United Kingdom, as part of the provisioning of Services, to countries that are not recognized by the European Commission as providing an adequate level of protection for Personal Data.  The onward transfer of Customer Personal Data shall occur via the Standard Contractual Clauses. In the event it is determined that the Standard Contractual Clauses are invalidated or require changes, the parties will in good faith negotiate an alternative recognized method, as defined under GDPR.
  11. Order of Precedence. This DPA is incorporated into and forms part of the Agreement. For matters not addressed under this DPA, the terms of the Agreement apply. In the event of a conflict between the terms of the Agreement and this DPA, the terms of this DPA will control.  In the event of a conflict between the terms of this DPA and Standard Contractual Clauses, the Standard Contractual Clauses will control.z

Exhibit A

Standard Contractual Clauses

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processor established in third countries which do not ensure an adequate level of data protection.

Name of the data exporter: Customer Name is included in the Customer Agreement.

Address: as provided in the Customer Agreement.

(the data exporter)

And

Name of the data importer: Rammer Technologies Inc. d/b/a Symbl.ai

Email: support@symbl.ai

(the data importer)

each a “party”; together “the parties”

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the 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 the DPA.

Clause 1. Definitions.

For the purposes of the Clauses:

  1. ‘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 (1);
  2. ‘the data exporter’ means the controller who transfers the personal data;
  3. ‘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;
  4. ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor 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;
  5. ‘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;
  6. ‘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.

Clause 2. 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.

Clause 3. Third-Party Beneficiary.

  1. 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.
  2. 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.
  3. The data subject can enforce against the sub-processor 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.
  4. 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.

Clause 4. Obligations of the Data Exporter.

The data exporter agrees and warrants:

  1. 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;
  2. 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;
  3. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
  4. 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;
  5. that it will ensure compliance with the security measures;
  6. 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;
  7. to forward any notification received from the data importer or any sub-processor 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;
  8. 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 sub-processing 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;
  9. that, in the event of sub-processing, 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
  10. that it will ensure compliance with Clause 4(a) to (i).

Clause 5. Obligations of the Data Importer.

The data importer agrees and warrants:

  1. 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;
  2. 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;
  3. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
  4. that it will promptly notify the data exporter about:
    1. 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;
    2. any accidental or unauthorised access; and
    3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
  5. 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;
  6. 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;
  7. to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, 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;
  8. that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
  9. that the processing services by the sub-processor will be carried out in accordance with Clause 11;
  10. to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6. Liability.

  1. 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 sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
  2. 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 sub-processor 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. The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
  3. 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 sub-processor 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 sub-processor agrees that the data subject may issue a claim against the data sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7. Mediation and Jurisdiction.

  1. 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:
    1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
    2. to refer the dispute to the courts in the Member State in which the data exporter is established.
  2. 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.

Clause 8. Cooperation with Supervisory Authorities.

  1. 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.
  2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, 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.
  3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9. Governing Law.

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10. 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.

Clause 11. Sub-Processing.

  1. 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 sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor 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 sub-processor’s obligations under such agreement.
  2. The prior written contract between the data importer and the sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.
  3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
  4. The data exporter shall keep a list of sub-processing 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.

Clause 12. Obligation after the Termination of Personal Data-Processing Services.

  1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor 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.
  2. The data importer and the sub-processor 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.

Appendix 1 to the Standard Contractual Clauses

This Appendix form part of the Clauses.

Data exporter

The data exporter is Customer, acting as data exporter on behalf of itself or a customer where applicable.

Data importer
The data importer is Symbl.ai

Data subjects
The personal data transferred may concern the following categories of data subjects:

Customer’s customers, employees, contractors, suppliers and end users.

Categories of data
The personal data transferred concern the following categories of data:
Personal data related directly or indirectly to the provision of the Services, which may include, but is not limited to, the following categories:
First and last name
Title
Position
Employer
Professional life data
Personal life data
Financial

Supplier shall notify Customer in writing to the extent Supplier must collect additional categories of Personal Data beyond those listed above in order to provide the Processing Services.

Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data: n/a

Processing operations
The personal data transferred will be subject to the following basic processing activities:

The objective of processing of personal data by data importer is the performance of the Processing Services pursuant to the DPA and the Services in the Agreement.

Approved Subprocessors: The list of Subprocessors approved by the data importer as of the effective date of the Agreement is as set forth below:

Subprocessor Purpose
Google Google Cloud utilized for data storage; Google Speech Metrics utilized for audio processing
Hotjar Gathers analytical data, a browser-based solution, embedded in web application, collects high-level data
Kissmetrics Gathers analytical data, a browser-based solution, embedded in web application, collects specific data
SendGrid, Inc. Email support system, used to send emails to users
Moesif API Analytics

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses.

Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):

  1. Physical Access Controls. Policies, procedures, and physical and technical controls to prevent unauthorized physical access Processing systems or the facilities in which they are housed, including badge access to buildings; locks on offices, desks, and file cabinets used to store Processing equipment; and workstation security controls including screen savers, privacy screens, and auto-logoff.
  2. Network and System Access Controls.  Policies, procedures, and technical controls designed to prevent Processing Systems from being accessed without authorization, including measures such as authentication through individual user accounts with complex passwords and multi-factor authentication; virus protection; network intrusion detection systems; and acceptable use policies governing access to and use of Supplier network and system resources.
  3. Data Access Controls. Policies, procedures, and controls designed to ensure that Personal Data is accessible only by properly authorized staff, including measure such as data classification policies restricting access to and storage, disclosure, and use of Personal Data; logical access controls based on the principle of “least privilege;” and encryption of data at rest on removable and portable storage devices.
  4. Data Integrity controls. Policies, procedures, and controls designed to establish that any data stored, received, controlled or otherwise accessed is not compromised and remains intact.
  5. Logical Separation. Policies, procedures, and controls designed to ensure that data from different customers is logically segregated on systems managed by Supplier.
  6. Transmission controls. Policies, procedures, and controls designed to ensure that Personal Data is protected during transmission or transport, including encryption of data in transit over public or wireless networks; prohibitions on transmitting Personal Data through the use of unsecure public wireless networks; policies requiring the use of approved electronic mail and electronic file transmission methods; and policies requiring the use of approved carriers for the transmission of paper records.
  7. Security Incident Procedures.  Policies and procedures to detect, respond to, and otherwise address security incidents, including procedures to monitor systems and to detect actual and attempted attacks on or intrusions into Personal Data or information systems relating thereto, and procedures to identify and respond to suspected or known security incidents, mitigate harmful effects of security incidents, and document security incidents and their outcomes.
  8. Contingency Planning – Policies and procedures for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, and natural disaster), including a data backup plan and a disaster recovery plan.
  9. Testing and Monitoring. Periodic testing and monitoring of the effectiveness of Supplier’s security program, and a process to implement updates and improvements to address findings and improve and adjust the security program as appropriate.