Data Processing Addendum

This Data Processing Addendum (“DPA”), that includes the Standard Contractual Clauses adopted by the European Commission, as applicable, forms part of the Master Subscription Agreement or other written or electronic agreement between Azuqua, Inc. (“Processor”) and Customer (or the “Controller” as the data controller of Personal Data) for the purchase of Azuqua Services (the “Agreement”). This DPA is an amendment to the Agreement and is effective upon its incorporation into the Agreement, which incorporation may be specified in the Agreement, an Order or an executed amendment to the Agreement. Upon its incorporation into the Agreement, the DPA will form a part of the Agreement. Terms not otherwise defined herein shall have the meaning as set forth in the Agreement.

1. DEFINITIONS

Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

Data Protection Law” means all applicable legislation relating to data protection and privacy including without limitation the EU Data Protection Directive 95/46/EC and all local laws and regulations which amend or replace any of them, including the GDPR, together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time. The terms “process”, “processes” and “processed” will be construed accordingly.

Data Subject” means the individual to whom Personal Data relates.

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.

Instruction” means the written, documented instruction, issued by Controller to Processor, and directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).

Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.

Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data.

Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller.

Security Incident” means any unauthorized or unlawful breach of security leading to, or reasonably believed to have led to, the accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to data (including Personal Data).

Services” means the Azuqua web-based services and software that is subscribed to, and developed, operated and maintained by Azuqua.

“Standard Contractual Clauses” means the clauses attached hereto as Exhibit 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

2. ROLE AND SCOPE OF PROCESSING

2.1 The Processor may process Personal Data under the Agreement(s) only as a Processor acting on behalf of the Controller and only to the extent necessary for the purposes set forth in the Exhibit A and any other documented instructions by the Controller.

2.2 Within the scope of the Agreement and in its use of the Services, Controller shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of Personal Data to the Processor and the Processing of Personal Data. For the avoidance of doubt, Controller’s instructions for the Processing of Personal Data shall comply with the Data Protection Law. Controller shall inform Processor without undue delay and comprehensively about any errors or irregularities related to statutory provisions on the Processing of Personal Data.

3.DATA ACCESS AND SECURITY MEASURES

3.1 Processor shall ensure that any persons that have access to Personal Data must be obliged to confidentiality, data secrecy and to all special data protection obligations under this DPA; they shall as well be informed of the existing instructions and processing limitations.
3.2Processor will implement appropriate technical and organizational measures to adequately protect from Security Incidents and to protect the security, integrity and confidentiality of Personal Data. Such measures shall include the security measures described under Appendix 2 to the Standard Contractual Clauses (Exhibit B).

4. COOPERATION

4.1 Processor shall provide reasonable and timely assistance to Controller to enable Controller to respond to: (i) any request from an individual to exercise any of its rights under Data Protection Laws; and (ii) any other correspondence, enquiry or complaint received from an individual, regulator, court or other third party in connection with the processing of the Data. In the event that any such communication is made directly to Processor, Processor shall promptly inform Controller providing full details of the same and shall not respond to the communication unless specifically required by law or authorized by Controller.
4.2 Processor shall apply appropriate technical and organizational measures to assist Controller in responding to such requests from data subjects and/or in demonstrating such compliance, where possible, provided that (i) Controller is itself unable to respond without Processor’s assistance, and (ii) Processor is able to do so in accordance with all applicable laws, rules, and regulations. Controller shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Processor.

5. SUB-PROCESSORS

5.1 Processor may engage sub-processors to fulfil Processor’s obligations only with Controller’s written consent. Sub-processors already engaged by the Processor which may process Personal Data are listed in Exhibit 2. Notwithstanding this, the Controller consents to Processor engaging sub-processors to process the Personal Data provided that: (i) Processor will provide to Controller an up-to-date list of its then-current sub-processors upon request; and (ii) Processor provides at least thirty (30) days’ prior written notice of the addition or removal of any sub-processor (including the details of the processing and location).
5.2 If Controller objects to the engagement of any sub-processor on reasonable grounds relating to the protection of the Data, then either Processor will not engage the sub-processor to process Personal Data or Controller may elect to suspend or terminate the processing of Personal Data under the Agreement(s) without penalty.
5.3 Where Processor engages sub-processors, Processor shall by way of contract or other legal act under European Union or European Union member state law (including without limitation approved codes of conduct and standard contractual clauses), ensure that sub-processors are subject to the same obligations that apply to Processor under this DPA. Where the sub-processor fails to fulfil its data protection obligations, Processor will remain liable to the Controller for the performance of such sub-processors obligations.

6. SECURITY INCIDENTS

6.1 Upon becoming aware of a Security Incident, Processor shall inform Controller without undue delay (and in no event later than 72 hours of becoming aware of such Security Incident) and provide written details of the Security Incident, including the type of data affected and the identity of affected person(s), as soon as such information becomes known or available to Processor.
6.2 In the event of a Security Incident, Processor shall: (i) provide Controller with timely information and all reasonable assistance necessary as Controller may require to fulfil Controller’s data breach reporting obligations under Data Protection Laws; (ii) take such measures and actions as are appropriate to remedy or mitigate the effects of the Security Incident; and (iii) keep Controller up-to-date about developments in connection with the Security Incident.
6.3 Processor shall not notify any third parties of a Security Incident unless and to the extent that: (a) Controller has agreed to the content and provision of such notification, and/or (b) notification is required to be made by Processor under applicable Data Protection Laws.

7. AUDIT

7.1 Processor shall permit Controller (or its appointed representatives) to carry out an inspection of the Processor’s operations and facilities, including technical and organizational measures taken by Processor, provided that (i) Controller gives reasonable prior notice of its intention to audit, (ii) conducts its audit during normal business hours, and (iii) takes all reasonable measures to prevent unnecessary disruption to Processor’s operations. Processor shall provide Controller with all information necessary for such audit, to the extent that such information is within Processor’s control and Processor is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party.

8. DELETION AND RETURN

8.1 Upon Controller’s request, or upon termination or expiry of the Agreement, Processor shall destroy or return to Controller all Personal Data (including copies thereof) in its possession or control (including any Personal Data processed by its sub-processors). This requirement shall not apply to the extent that Processor is required by applicable law to retain some or all of the Personal Data, in which event Processor shall isolate and protect the Personal Data from any further processing except to the extent required by such law.

9. INTERNATIONAL TRANSFERS

9.1 Processor will at all times provide an adequate level of protection for the Personal Data, wherever processed, in accordance with the requirements of Applicable Data Protection Law.
9.2 Processor shall not process or transfer any Personal Data originating from the European Economic Area (EEA) in or to a territory which has not been designated by the European Commission as providing an adequate level of data protection unless: (i) it has first obtained Controller’s prior written consent; and (ii) it executes and complies with its obligations under the Standard Contractual Clauses attached at Exhibit C (including its Appendices), which shall form an integral part of this Agreement. In the event of any conflict between the Standard Contractual Clauses and this Agreement, the Standard Contractual Clauses shall control and supersede. The Standard Contractual Clauses at Exhibit C will apply with respect to Personal Data that is transferred outside the European Economic Area (EEA), either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the Data Protection Law).

10. GENERAL

10.1 Except for the changes made by this DPA, the Agreement(s) remain unchanged and in full force and effect. If there is any conflict between any provision in this DPA and any provision in the Agreement(s), this DPA controls and takes precedence. With effect from the effective date, this DPA is part of, and incorporated into the Agreement(s).
10.2 Each party’s and all of its Affiliates’ liability taken together in the aggregate, arising out of or related to this DPA, whether in contract, tort, or other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement.
10.3 If a provision of this DPA should be or become invalid or be inadvertently incomplete, the validity of the other provisions of this DPA shall not be affected thereby. The invalid or incomplete provision shall be replaced or supplemented by a legally valid arrangement which is consistent with the intentions of the parties to this DPA or what would have been the intention of the Parties according to the goals of this DPA if they had recognized the invalidity or incompleteness, as the case may be.

EXHIBIT A

Details of Processing

Purpose of the Processing. Personal Data will be processed for purposes of providing the Services set out and otherwise agreed to in the Agreement, as further specified in any applicable Order, and as further instructed by Customer in its use of the Services.
Duration of the Processing. Personal Data will be processed for the duration of the Services, unless otherwise agreed upon in writing.
Categories of Data Subjects. Controller may submit Personal Data to the Services, the extent of which is solely determined and controlled by the Controller, and which may include, but is not limited to:

  • Controller’s customers (including consumer data), prospects, partners and vendors
  • Controller’s employees or its agents, advisors, contractors
  • Customer’s Users authorized by Customer to use the Services

Type of Personal Data. Controller may submit Personal Data to the Services included in Controller’s payloads or data provided by other means by the Controller to the Processor, to the extent of which is solely determined and controlled by the Controller, and which may include, but is not limited to:

  • First and last name
  • Employment data (company name, job title or position)
  • Contact information (email, phone, physical business address)
  • Connection data (usernames, passwords)
  • Third party application data (e.g. data transmitted from Data Subject’s Salesforce account to Wrike account)
  • Navigational data (including website and product usage information)
  • Device ID
  • Session ID

EXHIBIT B

Standard Contractual Clauses (Processors)

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,

[Name of the data exporting organization] [Address of the data exporting organization] [Other information needed to identify the organization] (the “data exporter”)

And

Azuqua Inc.
2211 Elliott Avenue, Suite 300, Seattle, WA 98121

(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 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.

Clause 1

Definitions
For the purposes of the Clauses:

  1. (a) “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;
  2. “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;
  3. “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;
  4. “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.

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 clause

  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 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.
  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 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;
  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 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;
  9. 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
  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:
  5. 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;
  6. any accidental or unauthorised access; and
  7. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
  8. 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;
  9. 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;
  10. 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;
  11. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
  12. that the processing services by the subprocessor will be carried out in accordance with Clause 11;
  13. to send promptly a copy of any subprocessor 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 subprocessor 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 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.
    The data importer may not rely on a breach by a subprocessor 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 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.

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 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.
  3. 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).

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

Subprocessing

  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 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.
  2. 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.
  3. 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 exporter is established.
  4. 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.

Clause 12

  1. 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.
  2. 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.

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

 

This Appendix forms part of the Clauses and must be completed and signed by the parties. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data Exporter
The data exporter is the Controller.
Data Importer
The data importer is Azuqua, Inc., a cloud-based integration platform that provides workflow and business process automation between various cloud applications.
Data Subjects
Controller may submit Personal Data to the Services, the extent of which is solely determined and controlled by the Controller, and which may include, but is not limited to:

  • Controller’s customers, prospects, partners and vendors
  • Controller’s employees or its agents, advisors, contractors
  • Customer’s Users authorized by Customer to use the Services

Categories of Data
Controller may submit Personal Data to the Services, the extent of which is solely determined and controlled by the Controller, and which may include, but is not limited to:

  • Controller’s customers (including consumer data), prospects, partners and vendors
  • Controller’s employees or its agents, advisors, contractors
  • Customer’s Users authorized by Customer to use the Services

Special Categories of Data (if appropriate)
The parties do not anticipate the transfer of special categories of data.
Processing Operations
The personal data transferred will be subject to the following basic processing activities:

  • Transmitting, collecting, storing and analyzing data to enable Controller to connect various cloud applications and automate workflows.
  • The processing activities set out under Exhibit A of the Data Processing Addendum to which the Clauses are attached.

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

 

This Appendix forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):Azuqua currently observes the security practices described in this Appendix 2 for protection of the security, confidentiality and integrity of Personal Data uploaded to the Services. For additional information refer to the Azuqua Security Overview, located at azuqua.com/security. Notwithstanding any provision to the contrary otherwise agreed to by data exporter, Azuqua may modify or update these practices at its discretion provided that such modification and update does not result in a material degradation in the protection offered by these practices.

System Access Controls

    1. Physical and Environmental Security. Azuqua hosts its product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II compliance.
    2. Outsourced Processing. Azuqua hosts its Service with outsourced cloud infrastructure providers. Azuqua relies on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.
    3. Network Access. Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
    4. Monitoring and Protection. Monitoring tools are used to detect unusual or unauthorized activities and conditions at ingress and egress communication points. These tools monitor server and network usage, port scanning activities, application usage, and unauthorized intrusion attempts.
    5. Penetration Testing. Azuqua engages third party penetration testing service providers for annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.
    6. Encryption At-Rest. Azuqua stores user passwords and connector configuration data such as passwords and secrets. All sensitive account credentials entered by end users are encrypted following industry standard practices for security.
    7. Authorization. Customer data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The Azuqua access model uses role-based access controls to appropriately secure certain resources in the database (access control objects). Upon accessing restricted objects in the platform to perform an action (whether that is a simple read or activation of a FLO), the central RBAC controllers identify the allotted privileges associated to the client relative to the ACO and perform the requested action or return the object only if the privileges are sufficient as defined by Azuqua policy.
    8. Authentication. Azuqua implemented a uniform password policy for its customer products. Customers who interact with the products via the user interface must authenticate before accessing the Azuqua platform and services including non-public customer data.

Data Access Controls

      1. Product Access. A subset of Azuqua’s employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; approval of all such requests is logged. Employees are granted access by role, and reviews of higher risk privilege grants are reviewed at least once every six months.
      2. Background Checks. All Azuqua employees undergo a third-party background check prior to being extended an employment offer, in accordance with the applicable laws. All employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

Transmission Controls

      1. Data Communications. Azuqua is accessible across the Internet from secure and encrypted connections using high-grade certificates and unique session tokens for individual user sessions. Data transmissions are encrypted using industry standard algorithms over untrusted networks. Network access, both within the data center and between the data center and outside services, is restricted by firewall and routing rules.

Input Controls

      1. Detection.

Azuqua designed its infrastructure to log information about the system behavior, traffic received, and other application requests. Azuqua personnel, including security, operations, and support personnel are responsive to known incidents.

  • Response and Tracking. Azuqua maintains a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by Azuqua personnel, including security, operations, and support personnel, and appropriate resolution steps are identified and documented. For any confirmed incidents, Azuqua will take appropriate steps to minimize product and Customer damage or unauthorized disclosure.
  • Communication. If Azuqua becomes aware of unlawful access to Customer data stored within its products, Azuqua will: 1) notify the affected Customer(s) of the incident; 2) provide a description of the steps Azuqua is taking to resolve the incident; and 3) provide status updates to the Customer(s), as Azuqua deems necessary. Notification(s) of incidents, if any, will be delivered to one or more of the Customer contacts in a form Azuqua selects, which may include email or telephone.

 

Availability Controls

    1. Infrastructure Availability. The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
    2. Fault Tolerance. Backup and replication strategies are designed to ensure redundancy and failover protections during a significant processing failure.
    3. Online Replicas and Backups. With the exception of some runtime data storage and where feasible, production databases containing customer metadata are automatically backed up and maintained using at least industry standard methods.