Introducing Render Sandboxes: a computer for every agent.
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Introducing Render Sandboxes: a computer for every agent.
This Data Processing Addendum (“DPA”) supplements the Render Terms of Service (the “Agreement”) entered into by and between a User (hereinafter, "Customer") and Render Services, Inc. (“Company”). This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement.
1.1 “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
1.2 “Authorized Subprocessor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable Company to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this DPA.
1.3 “Company Account Data” means personal data that relates to Company’s relationship with Customer, including the names or contact information of individuals authorized by Customer to access Customer’s account and billing information of individuals that Customer has associated with its account. Company Account Data also includes any data Company may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.
1.4 “Company Usage Data” means Service usage data collected and processed by Company in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
1.5 “Data Exporter” means Customer.
1.6 “Data Importer” means Company.
1.7 “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (iii) the Swiss Federal Act on Data Protection; (iv) the UK Data Protection Act 2018, (v) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (vi) the Virginia Consumer Data Protection Act (“VCDPA”); (vii) the Colorado Privacy Act (“CPA”); (viii) the Connecticut Data Privacy Act (“CTDPA”), (ix) the Utah Consumer Privacy Act (“UCPA”), (x) the Washington My Health My Data Act (“MHMDA”), (xi) the Montana Consumer Data Privacy Act (“MCDPA”), (xii) the Oregon Consumer Privacy Act (“OCPA”), and (xii) the Texas Data Privacy and Security Act (“TDPSA”), in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.
1.8 “Data Privacy Framework” means, as applicable, EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and/or the Swiss-U.S. Data Privacy Framework.
1.9 “EU SCCs” means, as applicable, the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 6.2 of this DPA.
1.10 “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
1.11 “ex-UK Transfer” means the transfer of Personal Data covered by Chapter V of the UK GDPR, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
1.12 “Services” shall have the meaning set forth in the Agreement.
1.13 “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.
1.14 “UK Addendum” has the meaning set forth in Exhibit D.
1.15 “UK SCCs” means, as applicable, the EU SCCs, as amended by the UK Addendum.
2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, Company is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Company to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Company regarding the processing of such Personal Data. Customer shall not provide or make available to Company any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Company from all claims and losses in connection therewith.
2.2 Company shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which the Company is subject; in such a case, the Company shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Company to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.
2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.
2.4 Following completion of the Services, at Customer’s choice, Company shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Company shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Company to Customer only upon Customer’s request.
2.5 U.S. State Privacy Law Language. The Parties acknowledge and agree that the processing of personal information or personal data that is subject to the CCPA, VCDPA, CPA, CTDPA, UCPA, MHMDA, MCDPA, OCPA, or TDPSA shall be carried out in accordance with the terms set forth in Exhibit E.
Company shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Company’s confidentiality obligations in the Agreement. Customer agrees that Company may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this DPA, the Agreement, or the provision of Services to Customer.
4.1 Customer acknowledges and agrees that Company may (1) engage its Affiliates and the Authorized Subprocessors listed at the following link: https://render.com/trust to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this DPA, Customer provides general written authorization to Company to engage subprocessors as necessary to perform the Services.
4.2 A list of Company’s current Authorized Subprocessors (the “List”) is made available at the following link: https://render.com/trust. Such List may be updated by Company from time to time. Customer agrees to subscribe to notifications of new subprocessors at such link. At least ten (10) days before enabling any third party other than existing Authorized Subprocessors to access or participate in the processing of Personal Data, Company will add such third party to the List made available at the following link: https://render.com/trust and notify the subscriber to the notification. Customer may object to such an engagement by informing Company within ten (10) days of receipt of the aforementioned notice to Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain subprocessors are essential to providing the Services and that objecting to the use of a subprocessor may prevent Company from offering the Services to Customer.
4.3 If Customer reasonably objects to an engagement in accordance with Section 4.2, and Company cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Company. Discontinuation shall not relieve Customer of any fees owed to Company under the Agreement.
4.4 If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Company, that third party will be deemed an Authorized Subprocessor for the purposes of this DPA.
4.5 Company will enter into a written agreement with the Authorized Subprocessor imposing on the Authorized Subprocessor data protection obligations comparable to those imposed on Company under this DPA with respect to the protection of Personal Data. In case an Authorized Subprocessor fails to fulfill its data protection obligations under such written agreement with Company, Company will remain liable to Customer for the performance of the Authorized Subprocessor’s obligations under such agreement.
4.6 If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Company of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Subprocessors that must be provided by Company to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the Company beforehand, and that such copies will be provided by the Company only upon request by Customer.
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Company shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about Company’s technical and organizational security measures.
6.1 The parties agree that Company may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Company’s primary processing operations take place in the United States, and that the transfer of Customer’s Personal Data to the United States is necessary for the provision of the Services to Customer. If Company transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.
6.2 Ex-EEA Transfers. The parties agree that ex-EEA Transfers will be made (i) pursuant to the Data Privacy Framework, or (ii) if the Data Privacy Framework does not apply or ceases to be available, pursuant to the EU SCCs, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows:
6.3 For each module, where applicable the following applies:
6.4 Ex-UK Transfers. The parties agree that ex-UK Transfers will be made (i) pursuant to the Data Privacy Framework, or (ii) if the Data Privacy Framework does not apply or ceases to be available, pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.
6.5 Transfers from Switzerland. The parties agree that transfers from Switzerland will be made (i) pursuant to the Data Privacy Framework, or (ii) if the Data Privacy Framework does not apply or ceases to be available, pursuant to the EU SCCs with the following modifications:
6.6 Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer made pursuant to the Standard Contractual Clauses, the following supplementary measures shall apply:
7.1 Company shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Company receives a Data Subject Request in relation to Customer’s data, Company will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Company, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.
7.2 Company shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Company’s assistance and (ii) Company is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8.1 Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the Data Protection Laws to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8.2 Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority or regulatory agency, where necessary and where required by the Data Protection Laws. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
8.3 Company shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice to Company, have the right to review, audit and copy such records at Company’s offices during regular business hours.
8.4 Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Company shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Company’s compliance with prevailing data security standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an audit or inspection of Company’s data security infrastructure and procedures that is sufficient to demonstrate Company’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Company’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Company for any time expended for on-site audits. If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4.
8.5 Company shall immediately notify Customer if an instruction, in the Company’s opinion, infringes the Data Protection Laws or Supervisory Authority.
8.6 In the event of a Personal Data Breach, Company shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Company’s reasonable control).
8.7 In the event of a Personal Data Breach, Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the Data Protection Laws with respect to notifying (i) the relevant Supervisory Authority or regulatory agency and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
8.8 The obligations described in Sections 8.6 and 8.7 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Company’s obligation to report or respond to a Personal Data Breach under Sections 8.6 and 8.7 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Personal Data Breach.
The parties acknowledge and agree that with respect to Company Account Data and Company Usage Data, Company is an independent controller, not a joint controller with Customer. Company will process Company Account Data and Company Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out Company’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Company is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this DPA and the Agreement. Company may also process Company Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by the Company as a controller shall be in accordance with the Company’s privacy policy set forth at https://render.com/privacy.
In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) the Company’s privacy policy. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.
Details of Processing
Nature and Purpose of Processing: Company will process Customer’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing includes, without limitation:
Duration of Processing: Company will process Customer’s Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for Company’s legitimate business needs; or (iii) by applicable law or regulation. Company Account Data and Company Usage Data will be processed and stored as set forth in Company’s privacy policy.
Categories of Data Subjects: Customer end-users/customers and/or Customer employees.
Categories of Personal Data: Company processes Personal Data contained in Company Account Data, Company Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) or collected by Company in order to provide the Services or as otherwise set forth in the Agreement or this DPA. Categories of Personal Data include name, location, email address, phone number, address, occupation, and title.
Sensitive Data or Special Categories of Data: Customer determines the Personal Data made available to Company, subject to restrictions on types of data set forth in the Agreement.
The following includes the information required by Annex I and Annex III of the EU SCCs, and Table 1, Annex 1A, and Annex 1B of the UK Addendum.
1. The Parties
Data exporter(s): The Customer
Contact details: As designated by Customer in Customer’s account.
Signature and date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.
Role (controller/processor): The Data Exporter’s role is set forth in Section 2 of this Addendum.
Data importer(s): Render Services, Inc.
Address: 525 Brannan St, San Francisco, CA 94131, United States of America
Contact information: Render’s Privacy Team at privacy@render.com
Signature and date: By entering into the Agreement, Data Importer is deemed to have agreed to these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.
Role (controller/processor): The Data Importer’s role is set forth in Section 2 of this Addendum.
2. Description of the Transfer
3. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK Information Commissioner’s Officer.
4. List of Authorized Subprocessors
Company’s list of Subprocessors can be found at: https://render.com/trust.
Description of the Technical and Organisational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs and Annex II of the UK Addendum.
UK Addendum
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses
Part 1: Tables
Table 1: Parties
Start Date: This UK Addendum shall have the same effective date as the DPA
The Parties:
Table 2: Selected SCCs, Modules and Selected Clauses
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this UK Addendum is set out in:
Table 4: Ending this UK Addendum when the Approved UK Addendum Changes
Ending this UK Addendum when the Approved UK Addendum changes:
Part 2: Mandatory Clauses
Entering into this UK Addendum
1. Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in exchange for the other party also agreeing to be bound by this UK Addendum.
2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making ex-UK Transfers, the Parties may enter into this UK Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this UK Addendum. Entering into this UK Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.
Interpretation of this UK Addendum
3. Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:
4. The UK Addendum 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.
5. If the provisions included in the UK Addendum amend the Approved EU SCCs in any way which is not permitted under the Approved EU SCCs or the Approved UK Addendum, such amendment(s) will not be incorporated in the UK Addendum and the equivalent provision of the Approved EU SCCs will take their place.
6. If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data Protection Laws applies.
7. If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
8. Any references to 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 the UK Addendum has been entered into.
Hierarchy
9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for ex-UK Transfers, the hierarchy in Section 10 below will prevail.
10. Where there is any inconsistency or conflict between the Approved UK Addendum and the EU SCCs (as applicable), the Approved UK Addendum overrides the EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved UK Addendum.
11. Where this UK Addendum incorporates EU SCCs which have been entered into to protect ex-EU Transfers subject to the GDPR, then the parties acknowledge that nothing in the UK Addendum impacts those EU SCCs.
Incorporation and Changes to the EU SCCs:
12. This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:
13. Unless the parties have agreed alternative amendments which meet the requirements of Section 12 of this UK Addendum, the provisions of Section 15 of this UK Addendum will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum may be made.
15. The following amendments to the EU SCCs (for the purpose of Section 12 of this UK Addendum) are made:
Amendments to the UK Addendum
16. The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
17. If the parties wish to change the format of the information included in Part 1: Tables of the Approved UK Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
18. From time to time, the ICO may issue a revised Approved UK Addendum which:
The revised Approved UK Addendum will specify the start date from which the changes to the Approved UK Addendum are effective and whether the parties need to review this UK Addendum including the Appendix Information. This UK Addendum is automatically amended as set out in the revised Approved UK Addendum from the start date specified.
19. If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum, if a party will as a direct result of the changes in the Approved UK Addendum have a substantial, disproportionate and demonstrable increase in:
and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that party may end this UK Addendum 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 UK Addendum.
20. The parties do not need the consent of any third party to make changes to this UK Addendum, but any changes must be made in accordance with its terms.
United States Privacy Law Exhibit
This United States Privacy Law Exhibit (“Exhibit”) supplements the DPA and includes additional information required by the CCPA, the VCDPA, the CPA, the CTDPA, the UCPA, the MHMDA, the MCDPA, the OCPA, and the TDPSA in each case, as updated, amended or replaced from time to time. Any terms not defined in this Exhibit shall have the meanings set forth in the DPA and/or the Agreement.
A. CALIFORNIA
1. Definitions
1.1 For purposes of this Section A, the terms “Business,” “Business Purpose,” “Commercial Purpose,” “Consumer,” “Personal Information,” “Processing,” “Sell,” “Service Provider,” “Share,” and “Verifiable Consumer Request” shall have the meanings set forth in the CCPA.
1.2 All references to “Personal Data,” “Controller,” “Processor,” and “Data Subject” in the DPA shall be deemed to be references to “Personal Information,” “Business,” “Service Provider,” and “Consumer,” respectively, as defined in the CCPA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Company is a Service Provider for the purposes of the CCPA (to the extent it applies) and Company is receiving Personal Information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a Business Purpose.
2.2 Customer shall disclose Personal Information to Company only for the limited and specified purposes described in Exhibit A to this DPA.
2.3 Company shall not Sell or Share Personal Information provided by Customer under the Agreement.
2.4 Company shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement for any purpose, including a Commercial Purpose, other than as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or as otherwise set forth in the Agreement or as permitted by the CCPA.
2.5 Company shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement outside of the direct business relationship between Company and Customer, except where and to the extent permitted by the CCPA.
2.6 Company shall notify Customer if it makes a determination that it can no longer meet its obligations under the CCPA.
2.7 Company will not combine Personal Information received from, or on behalf of, Customer with Personal Information that it receives from, or on behalf of, another party, or that it collects from its own interaction with the Consumer.
2.8 Company shall comply with all obligations applicable to Service Providers under the CCPA, including by providing Personal Information provided by Customer under the Agreement the level of privacy protection required by CCPA.
2.9 Company shall only engage a new subprocessor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA at least ten (10) days before enabling a new Subprocessor; and (ii) entering into a written contract with the subprocessor requiring subprocessor to observe all of the applicable requirements set forth in the CCPA.
3. Consumer Rights
3.1 Company shall assist Customer in responding to Verifiable Consumer Requests to exercise the Consumer’s rights under the CCPA as set forth in Section 7 of the DPA.
4. Audit and Remediation Rights
4.1 To the extent required by CCPA, Company shall allow Customer to conduct inspections or audits in accordance with Sections 8.3 and 8.4 of the DPA.
4.2 If Customer determines that Company is Processing Personal Information in an unauthorized manner, Customer may, taking into account the nature of the Company’s Processing and the nature of the Personal Information Processed by Company on behalf of Customer, take commercially reasonable and appropriate steps to stop and remediate such unauthorized Processing.
B. VIRGINIA
1. Definitions
1.1 For purposes of this Section B, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Processor” shall have the meanings set forth in the VCDPA.
1.2 All references to “Data Subject” in this DPA shall be deemed to be references to “Consumer” as defined in the VCDPA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Company is a Processor for the purposes of the VCDPA (to extent it applies).
2.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.
2.3 Company shall adhere to Customer’s instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the VCDPA by:
2.4 Company shall maintain the confidentiality of Personal Data provided by Customer and require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.
2.5 Upon Customer’s written request, Company shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.
2.6 In the event that Company engages a new subprocessor to assist Company in providing the Services to Customer under the Agreement, Company shall enter into a written contract with the subprocessor requiring subprocessor to observe all of the applicable requirements of a Processor set forth in the VCDPA.
3. Audit Rights
3.1 Upon Customer’s written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company’s compliance with its obligations under the VCDPA; and (ii) allow and cooperate with reasonable inspections or audits as required under the VCDPA.
C. COLORADO
1. Definitions
1.1 For purposes of this Section C, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Processor” shall have the meanings set forth in the CPA.
1.2 All references to “Data Subject” in the DPA shall be deemed to be references to “Consumer” as defined in the CPA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Company is a Processor for the purposes of the CPA (to extent it applies).
2.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.
2.3 Company shall adhere to Customer’s instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the CPA by:
2.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.
2.5 Company shall only engage a new subcontractor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA and providing Customer with an opportunity to object and (ii) entering into a written contract with the subcontractor requiring subcontractor to observe all of the applicable requirements set forth in the CPA.
2.6 Company shall be responsible for taking the appropriate technical and organizational measures as described in Exhibit C. Customer shall be responsible for implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
2.7 Upon Customer’s written request, Company shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.
3. Audit Rights
3.1 Upon Customer’s written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company’s compliance with its obligations under the CPA and (ii) allow and cooperate with reasonable inspections or audits as required or permitted under the CPA.
D. CONNECTICUT
1. Definitions
1.1 For purposes of this Section D, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Processor” shall have the meanings set forth in the CTDPA.
1.2 All references to “Data Subject” in the DPA shall be deemed to be references to “Consumer” as defined in the CTDPA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Company is a Processor for the purposes of the CTDPA (to extent it applies).
2.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.
2.3 Company shall adhere to Customer’s instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the CTDPA by:
2.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.
2.5 Company shall only engage a new subcontractor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA and providing Customer with an opportunity to object and (ii) entering into a written contract with the subcontractor requiring subcontractor to observe all of the applicable requirements set forth in the CTDPA.
2.6 Upon Customer’s written request, Company shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.
3. Audit RIghts
3.1 Upon Customer’s written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company’s compliance with its obligations under the CTDPA and (ii) allow and cooperate with reasonable inspections or audits as required under the CTDPA.
E. UTAH
1. Definitions
1.1 For purposes of this Section E, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Processor” shall have the meanings set forth in the UCPA.
1.2 All references to “Data Subject” in the DPA shall be deemed to be references to “Consumer” as defined in the UCPA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Company is a Processor for the purposes of the UCPA (to extent it applies).
2.2 The instructions with respect to the Processing of Customer Personal Data and the parties’ rights and obligations are set forth in this DPA and the Agreement.
2.3 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.
2.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.
2.5 Company shall only engage a new subcontractor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by entering into a written contract with the subcontractor requiring subcontractor to observe all of the applicable requirements set forth in the UCPA.
F. WASHINGTON
1. Definitions
1.1 For purposes of this Section F, the terms “Consumer Health Data,” “Processor,” “Regulated Entity,” “Small Business,” and “Process” or “Processing” shall have the meanings set forth in the MHMDA.
1.2 All references to “Data Subject” in the DPA shall be deemed to be references to “Consumer” as defined in the MHMDA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Company is a Processor for the purposes of the MHMDA (to the extent it applies).
2.2 The Customer’s instructions with respect to the Company’s Processing of Consumer Health Data and each party’s respective rights and obligations are set forth in this DPA and the Agreement.
2.3 The nature, purpose, and duration of Processing, as well as the types of Consumer Health Data and categories of Consumers are described in Exhibit A to this DPA.
2.4 Company shall be responsible for taking the appropriate technical and organizational measures as described in Exhibit C. Customer shall be responsible for implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
2.5 Company acknowledges that if it fails to adhere to Customer’s instructions or processes Consumer Health Data outside of the scope of the Agreement or this DPA, Company may be subject to all the obligations as a Regulated Entity or a Small Business, as applicable, pursuant to the MHMDA.
G. MONTANA
1. Definitions
1.1 For purposes of this Section C, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Processor” shall have the meanings set forth in the MCDPA.
1.2 All references to “Data Subject” in the DPA shall be deemed to be references to “Consumer” as defined in the MCDPA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Company is a Processor for the purposes of the MCDPA (to extent it applies).
2.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.
2.3 Company shall adhere to Customer’s instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the MCDPA by:
2.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.
2.5 Company shall only engage a new subcontractor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA and providing Customer with an opportunity to object and (ii) entering into a written contract with the subcontractor requiring subcontractor to observe all of the applicable requirements set forth in the MCDPA.
2.6 Upon Customer’s written request, Company shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.
3. Audit Rights
3.1 Upon Customer’s written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company’s compliance with its obligations under the MCDPA and (ii) allow and cooperate with reasonable inspections or audits as required or permitted under the MCDPA.
H. OREGON
1. Definitions
1.1 For purposes of this Section C, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Processor” shall have the meanings set forth in the OCPA.
1.2 All references to “Data Subject” in the DPA shall be deemed to be references to “Consumer” as defined in the OCPA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Company is a Processor for the purposes of the OCPA (to extent it applies).
2.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.
2.3 Company shall adhere to Customer’s instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the OCPA by:
2.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.
2.5 Company shall only engage a new subcontractor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA and providing Customer with an opportunity to object and (ii) entering into a written contract with the subcontractor requiring subcontractor to observe all of the applicable requirements set forth in the OCPA.
2.6 Company shall be responsible for taking the appropriate technical and organizational measures as described in Exhibit C. Customer shall be responsible for implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
2.7 Upon Customer’s written request, Company shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.
3. Audit Rights
3.1 Upon Customer’s written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company’s compliance with its obligations under the OCPA and (ii) allow and cooperate with reasonable inspections or audits as required or permitted under the OCPA.
I. TEXAS
1. Definitions
1.1 For purposes of this Section C, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Processor” shall have the meanings set forth in the TDPSA.
1.2 All references to “Data Subject” in the DPA shall be deemed to be references to “Consumer” as defined in the TDPSA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Company is a Processor for the purposes of the TDPSA (to extent it applies).
2.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.
2.3 Company shall adhere to Customer’s instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the TDPSA by:
2.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.
2.5 Company shall only engage a new subcontractor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA and providing Customer with an opportunity to object and (ii) entering into a written contract with the subcontractor requiring subcontractor to observe all of the applicable requirements set forth in the TDPSA.
2.6 Company shall be responsible for taking the appropriate technical and organizational measures as described in Exhibit C. Customer shall be responsible for implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
2.7 Upon Customer’s written request, Company shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.
3. Audit Rights
3.1 Upon Customer’s written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company’s compliance with its obligations under the TDPSA and (ii) allow and cooperate with reasonable inspections or audits as required or permitted under the TDPSA.