Last Modified: July 1, 2023
This Apkudo Data Processing Agreement and its Annexes attached hereto (“DPA”) reflect the parties’ agreement with respect to the Processing of Personal Data by APKUDO on behalf of CUSTOMER in connection with the Apkudo SaaS Subscription Services (“SaaS Service”) under the Customer Terms of Service between CUSTOMER and APKUDO (also referred to in this DPA as the “Agreement”).
This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, an Order Form or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.
We update these terms from time to time. If you have an active Apkudo subscription, we will let you know when we do via email (if you have subscribed to receive email notifications via the link in our Agreement).
The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will havethe meaning as set forth in the Agreement.
1. Definitions
2. Customer Responsibilities
3. Apkudo Obligations
4. Data Subject Requests
5. Sub-Processors
6. Data Transfers
7. Additional Provisions for European Data
8. Additional Provisions for California Personal Information
9. Canadian Data
10. General Provisions
11. Parties to this DPA
Annex 1 - Details of Processing
Annex 2 - Security Measures
Annex 3 - List of Sub-Processors
As used in the Agreement:
“California Personal Information” means Personal Data that is subject to the protection of the CCPA.
"CCPA" means California Civil Code Sec.1798.100 et seq. (also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 or “CPRA”).
“CDPA” means the Virginia Consumer Data Protection Act (Virginia Civ. Code Chapter 52, 59.1-571 through 59.1-581) as amended or superseded from time to time.
“CPA” means the Colorado Privacy Act (Colorado Senate Bill21-190), and its implementing regulations, as amended or superseded from time to time.
"Consumer", "Business”, “Share” and "Service Provider" will have the meanings given to them in the CCPA.
“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.
“CPRA” means the California Privacy Rights Act of 2020, (2020Cal. Legis. Serv. Proposition 24, codified at Cal. Civ. Code §§ 1798.100 et seq.), and its implementing regulations, as amended or superseded from time to time.
“Data Protection Laws” means all applicable worldwide law, statute, directive, regulation or legislation relating to data protection, information security obligations and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA, US state and federal laws; in each case as amended, repealed, consolidated or replaced from time to time.
“Data Subject” means the individual to whom Personal Data relates.
"Europe" means the European Union, the European Economic Area and/or the United Kingdom.
“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.
"European Data Protection Laws" means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and(ii); or (iii) GDPR as it forms part of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (“UK GDPR”);in each case, as may be amended, superseded or replaced.
“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
"Permitted Affiliates" means any CUSTOMER Affiliates that (i) are permitted to use the SaaS Services pursuant to the Agreement but have not signed their own separate agreement with APKUDO and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by APKUDO, and (iii) are subject to European Data Protection Laws.
“Personal Data” means any information or data that alone or together with any other information relates to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws. An identifiable individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“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 by us and/or our Sub-Processors in connection with the provision of the SaaS Services. "Personal Data Breach" will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
"Privacy Shield" means the EU-U.S. Privacy Shield self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to its Decision of July, 12 2016; as may be amended, superseded or replaced.
"Privacy Shield Principles" means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision of July, 12 2016; as may be amended, superseded or replaced.
“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. The terms “Process”, “Processes” and “Processed” will be construed accordingly.
“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
“Standard Contractual Clauses” means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021 currently found at https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc/standard-contractual-clauses-international-transfers_en; as may be amended, superseded or replaced.
“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the SaaS Services under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any APKUDO employee or consultant.
“UK Addendum” means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced.
(a) Compliance with Laws. Within the scope of the Agreement and in its use of the services, CUSTOMER is responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.
In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for:
(i) the accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations; (iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA);(iv) ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (v)complying with all laws (including Data Protection Laws) applicable to all content created, sent or managed through the SaaS Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and email distribution practices. You will inform us without undue delay if you are not able to comply with your responsibilities under this subsection (a) or applicable Data Protection Laws.
(b) Controller Instructions. The parties agree that the Agreement (including this DPA),together with your use of the SaaS Service in accordance with the Agreement, constitute your complete and final Instructions to us in relation to the Processing of Personal Data, and additional instructions outside the scope of the Instructions shall require prior written agreement between us and you.
(c) Security. You are responsible for independently determining whether the data security provided in the SaaS Service adequately meets your obligations under applicable Data Protection Laws. You are also responsible for your secure use of the SaaS Service, including protecting the security of Personal Data in transit to and from the SaaS Service (including to securely backup or encrypt any such Personal Data).
(a) Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.
(b) Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable SaaS Services until such time as you issue new lawful Instructions with regard to the Processing.
(c) Security. We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA ("Security Measures").Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
(d) Confidentiality. We will ensure that any personnel whom we authorize to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.
(e) Personal Data Breaches. We will notify you without unduedelay after we become aware of any Personal Data Breach and will provide timelyinformation relating to the Personal Data Breach as it becomes known orreasonably requested by you, and in accordance with appropriate data breachnotification laws. At your request, we will promptly provide you with suchreasonable assistance as necessary to enable you to notify relevant PersonalData Breaches to competent authorities and/or affected Data Subjects, if youare required to do so under Data Protection Laws.
(f) Deletion or Return of Personal Data. On termination or expiration ofyour SaaS Service, we will delete or return allCustomer Data, including Personal Data Processed pursuant to this DPA, inaccordance with the procedures set out in the Agreement. This requirement will not apply when we arerequired by applicable law to retain some or all of the Customer Data, ininstances of required contractual retention policies, or where we have archivedCustomer Data on back-up systems, which data we will securely isolate andprotect from any further Processing and delete in accordance with our deletionpractices. You may request the deletion of your Apkudo account after expirationor termination of your subscription by sending a request in writing. You mayalso cancel your account in accordance with the ‘Early Cancellation’ section ofthe Customer Terms of Service. You may retrieve your Customer Data from youraccount in accordance with our ‘Retrieval of Platform Data’ section in ourProduct Specific Terms.
The SaaS Service provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests").
To the extent that you are unable to independently address a Data Subject Request through the SaaS Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You shall reimburse us for the commercially reasonable costs arising from this assistance.
If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.
You agree that we may engage Sub-Processors to Process Personal Data on your behalf. We have currently appointed, as Sub-Processors, the Apkudo Affiliates and third parties listed in Annex 3 to this DPA. We will notify you if we add or remove Sub-Processors to Annex 3 prior to any such changes, if you opt-in to receive such email notifications.
Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.
You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the SaaS Service in accordance with the Agreement, and in particular that Personal Data may be transferred to and Processed by Apkudo, Inc. in the United States and toother jurisdictions where Apkudo Affiliates and Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws. Neither party shall export or re-export (including deemed exports or re-exports) any items or undertake any transaction in violation of any such Data Protection Laws, including the U.S. Export Administration Regulations, including without limitation any transaction with a person listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by any executive department of the United States or included in any Executive Orders issued by the President of the United States.
(a) Scope. This 'Additional Provisions for European Data' section shall apply only with respect to European Data.
(b) Roles of the Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are the Controller of European Data and we are the Processor.
(c) Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.
(d) Notification and Objection to New Sub-Processors. We will notify you of any changes to Sub-processors by updating Annex 3 to this DPA and will give you the opportunity to object to the engagement of the new Sub-Processor on reasonable grounds relating to the protection of Personal Data within 30 days after updating Annex 3 to this DPA. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected SaaS Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination).
(e) Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonablyavailable to us, and you do not otherwise have access to the requiredinformation, we will provide reasonable assistance to you with any dataprotection impact assessments, and prior consultations with supervisoryauthorities or other competent data privacy authorities to the extent requiredby European Data Protection Laws.
(f) Transfer Mechanisms for Data Transfers.
(i) APKUDO shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws),unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
(ii) You acknowledge that in connection with the performance of the SaaS Services, Apkudo, Inc. is a recipient of European Data in the United States. The parties acknowledge and agree the following:
a. Standard Contractual Clauses: The parties agree to abide by and process European Data in compliance with the Standard Contractual Clauses.
b. UK Transfers. In relation to European Data that is subject to the UK GDPR, the Standard Contractual Clauses will apply in accordance with sub-section (a) and the following modifications (i) the Standard Contractual Clauses will be modified and interpreted in accordance with the UK Addendum, which will be incorporated by reference and form an integral part of the Agreement; (ii) Tables 1, 2 and 3of the UK Addendum will be deemed completed with the information set out in the Annexes of this DPA and Table 4 will be deemed completed by selecting “neither party”; and (iii) any conflict between the terms of the Standard Contractual Clauses and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum.
c. Although Apkudo does not currently rely on the EU-US Privacy Shield as a legal basis for transfers of European Data in light of the judgment of the Court of Justice of the EU in Case C-311/18, for as long as Apkudo is self-certified to the Privacy Shield Apkudo will process European Data incompliance with the Privacy Shield Principles and let you know if it is unable to comply with this requirement. In the event that Apkudo adopts an alternative transfer mechanism (including any new or successor version of the EU-US Privacy Shield) for transfers of European Data to Apkudo, such alternative transfer mechanism will apply automatically instead of the Standard Contractual Clauses described in this DPA (but only to the extent such alternative transfer mechanism complies with European Data Protection Laws), and you agree to execute such other documents or take such action as may be reasonably necessary to give legal effect to such alternative transfer mechanism.
(iii) The parties agree that for the purposes of the Standard Contractual Clauses, (i) Apkudo, Inc. will be the "data importer" and Customer will be the "data exporter" (ii) where the Apkudo contracting entity under the Agreement is not Apkudo, Inc., such contracting entity (not Apkudo,Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by Apkudo, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity; and (iii) if and to the extent the Standard Contractual Clauses (where applicable) conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict.
(iv) Demonstration of Compliance. We will make all information available to you as is reasonably necessary to demonstrate compliance with this DPA and will allow you to contribute to audits, including inspections by you in order to assess compliance with this DPA. You acknowledge and agree that you may exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this ‘Demonstration of Compliance’ section. You acknowledge that the SaaS Service is hosted by our data center partners who maintain independently validated security programs (including SOC 2 and ISO27001) and that our systems are regularly tested by independent third party penetration testing firms. Upon request, we will supply (on a confidential basis) a summary copy of penetration testing report(s) to you so that you can verify our compliance with this DPA.
a. Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year.
(a) Scope. The 'Additional Provisions for California Personal Information' section of the DPA will apply only with respect to California Personal Information.
(b) Roles of the Parties. When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.
(c) Responsibilities. The parties agree that we will Process California Personal Information as a Service Provider strictly for the purpose of performing the SaaS Services and Consulting Services under the Agreement (the "Business Purpose") or as otherwise permitted by the CCPA. Further, we certify we (i) will not Sell or Share California Personal Information; (ii)will not Process California Personal Information outside the direct business relationship between the parties, unless required by applicable law; and (iii)will not combine the California Personal Information included in Customer Data with personal information that we collect or receive from another source (other than information we receive from another source in connection with our obligations as a Service Provider under the Agreement).
(d) Compliance. We will (i) comply with obligations applicable to us as a Service Provider under the CCPA and (ii) provide California Personal Information with the same level of privacy protection as is required by the CCPA. We will notify you if we make a determination that we can no longer meet our obligations as a Service Provider under the CCPA.
(e) CCPA Audits. You will have the right to take reasonable and appropriate steps to help ensure that we use California Personal Information in a manner consistent with Customer’s obligations under the CCPA. Upon notice, you will have the right to take reasonable and appropriate steps in accordance with the Agreement to stop and remediate unauthorized use of California Personal Information.
(f) Not a Sale. The parties acknowledge and agree that the disclosure of California Personal Information by the Customer to Apkudo does not form part of any monetary or other valuable consideration exchanged between the parties.
If Apkudo processes Personal Data concerning persons located in Canada in the course of providing SaaS Services, Apkudo agrees to the additional obligations and requirements in this ‘Canadian Data’ section. Apkudo shall not take any actions or make any omissions that may be in violation of the Personal Information Protection and Electronic Documents Act (PIPEDA), as amended or supplemented from time to time, and any other Canadian federal or provincial legislation governing the processing of Personal Data. Apkudo shall keep all data, databases or other records containing Personal Data processed in connection with the SaaS Services logically isolated and separate from any information, data, databases or other records processed by Customer for itself or for third parties. Apkudo has designated and identified its Chief Information Officer as an individual responsible for the oversight of the Personal Data. Apkudo may be required to disclose, without advance notice or consent, Confidential Information of Customer to authorities in connection with any investigation, audit or inquiry in connection with the SaaS Services. Apkudo shall not move, remove, or transmit any Personal Data from Customer's facilities without the express consent of Customer and without using appropriately secure technology to protect such information while in transit. If Apkudo is contacted by a person with a request, inquiry or complaint regarding their Personal Data in connection with the SaaS Services, Apkudo shall promptly refer such person to Customer.
(a) Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment; No Waiver’ section of the Agreement will apply.
(b) Assignment. Parties may not assign or transfer this DPA, in whole or in part, whether voluntarily, by contract or by merger (whether that party is the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or order, or otherwise without the prior written consent of the other party. Any attempt to assign or transfer this DPA other than in accordance with this Section will be null and void.
(c) Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.
(d) Limitation of Liability. Each party and each of their Affiliates' liability, taken in aggregate, arising out of or related to this DPA (and any other DPAs between the parties) and the Standard Contractual Clauses (where applicable), whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the 'Limitation of Liability' section of the Agreement and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). For the avoidance of doubt, if Apkudo, Inc. is not a party to the Agreement, the ‘Limitation of Liability’ section of the Agreement will apply as between you and Apkudo, Inc., and in such respect any references to ‘Apkudo’, ‘we’, ‘us’ or ‘our’ will include both Apkudo, Inc. and any other Apkudo entity that is a party to the Agreement. In no event shall either party’s liability be limited with respect to any individual’s data protection rights under this DPA (including the Standard Contractual Clauses) or otherwise.
(e) Governing Law. This DPA will be governed by and construed in accordance with the ‘Contracting Entity; Applicable Law; Notice’ sections of the Jurisdiction Specific Terms, unless required otherwise by Data Protection Laws.
(a) Permitted Affiliates. By signing the Agreement, you enter into this DPA on behalf of yourself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of your Permitted Affiliates, thereby establishing a separate DPA between us and each such Permitted Affiliate subject to the Agreement and the ‘General Provisions’ and ‘Parties to this DPA’ sections of this DPA. Each Permitted Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the purposes of this DPA only, and except where indicated otherwise, the terms “Customer”, “you” and “your” will include you and such Permitted Affiliates.
(b) Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
(c) Remedies. Except where applicable Data Protection Laws require a Permitted Affiliate to exercise a right or seek any remedy under this DPA against us directly by itself, the parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all communication with us under the DPA and will be entitled to make and receive any communication related to this DPA on behalf of its Permitted Affiliates.
(d) Other rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.
This Annex forms part of the DPA.
1. Nature and Purpose of Processing
We will Process Personal Data as necessary to provide the SaaS Services pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the SaaS Services.
2. Duration of Processing
Subject to the 'Deletion or Return of Personal Data' section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
3. Categories of Data Subjects
You may submit Personal Data in the course of using the SaaS Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
Your Contacts and other end users including youremployees, contractors, collaborators, customers, prospects, suppliers andsubcontractors. Data Subjects may also include individuals attempting tocommunicate with or transfer Personal Data to your end users.
4. Categories of Personal Data
You may submit Personal Data to theSaaS Services, the extent of which is determined and controlled by you in yoursole discretion, and which may include but is not limited to the followingcategories of Personal Data:
- Contact Information (as defined inthe Agreement).
- Any other Personal Data submittedby, sent to, or received by you, or your end users, via the SaaS Service.
5. Special Categories of Data(if appropriate)
The parties do not anticipate thetransfer of special categories of data.
6. Processing Operations
Personal Data will be Processed in accordance with theAgreement (including this DPA) and may be subject to the following Processingactivities:
a. Storage and other Processingnecessary to provide, maintain and improve the SaaS Services provided to you;and/or
b. Disclosure in accordance with theAgreement (including this DPA) and/or as compelled by applicable laws.
This Annex forms part of the DPA.
We currently observe the SecurityMeasures described in this Annex 2. All capitalized terms not otherwise definedherein shall have the meanings as set forth in the Agreement.
(a) Preventing Unauthorized Product Access
Outsourced processing: We host our Service with outsourced cloud infrastructureproviders. Additionally, we maintain contractual relationships with vendors inorder to provide the SaaS Service in accordance with our DPA. We rely oncontractual agreements, privacy policies, and vendor compliance programs inorder to protect data processed or stored by these vendors.
Physical and environmental security: We host our product infrastructure with multi-tenant,outsourced infrastructure providers. The physical and environmental securitycontrols are audited for SOC 1 Type II and ISO 27001 compliance, among other certifications.
Authentication: Weimplement a uniform password policy for our customer products. Customers whointeract with the products via the user interface must authenticate beforeaccessing non-public customer data.
Authorization:Customer Data is stored in multi-tenant storage systems accessible to Customersvia only application user interfaces and application programming interfaces.Customers are not allowed direct access to the underlying applicationinfrastructure. The authorization model in each of our products is designed toensure that only the appropriately assigned individuals can access relevantfeatures, views, and customization options. Authorization to data sets isperformed through validating the user’s permissions against the attributesassociated with each data set.
Application Programming Interface (API) access: Public product APIs may be accessed using an API key orthrough OAuth authorization.
(b) Preventing Unauthorized Product Use
We implement industry standardaccess controls and detection capabilities for the internal networks thatsupport its products.
Access controls:Network access control mechanisms are designed to prevent network traffic usingunauthorized protocols from reaching the product infrastructure. The technicalmeasures implemented differ between infrastructure providers and includeVirtual Private Cloud (VPC) implementations, security group assignment, andtraditional firewall rules.
Intrusion detection and prevention: We implement firewalls, security groups, and built inprotection provided by our cloud hosting provider to identify and prevent attacks against publicly availablenetwork services.
Static code analysis: Security reviews of code stored in our source code repositoriesis performed, checking for coding best practices and identifiable softwareflaws.
Penetration testing:We maintain relationships with industry recognized penetration testing serviceproviders for regular penetrationtests. The intent of the penetration tests is to identify and resolveforeseeable attack vectors and potential abuse scenarios.
(c) Limitations of Privilege & Authorization Requirements
Product access:A subset of our employees have access to the products and to customer data viacontrolled interfaces. The intent of providing access to a subset of employeesis to provide effective customer support, to troubleshoot potential problems,to detect and respond to security incidents and implement data security. Accessis enabled through “just in time” requests for access; all such requests arelogged. Employees are granted access by role, and reviews of high-riskprivilege grants are initiated daily. Employee roles are regularly reviewed.
Background checks:All Apkudo employees undergo a third-party background check prior to starting employment, in accordance with andas permitted by the applicable laws. All Apkudo employees are required toconduct themselves in a manner consistent with company guidelines,non-disclosure requirements, and ethical standards.
2. Transmission Control
In-transit:We make HTTPS encryption (also referred to as SSL or TLS) available on everyone of its login interfaces and for free on every customer site hosted on theApkudo products. Our HTTPS implementation uses industry standard algorithms andcertificates.
At-rest:We store user passwords following policies that follow industry standardpractices for security. We have implemented technologies to ensure that storeddata is encrypted at rest.
3. Input Control
Detection: We designed our infrastructure to log extensiveinformation about the system behavior, traffic received, system authentication,and other application requests. Internal systems alert appropriate employees ofmalicious, unintended, or anomalous activities. Our personnel, includingsecurity, operations, and support personnel, are responsive to known incidents.
Response andtracking: We maintain a record of knownsecurity incidents that includes description, dates and times of relevantactivities, and incident disposition. Suspected and confirmed securityincidents are investigated by security, operations, or support personnel; andappropriate resolution steps are identified and documented. For any confirmedincidents, we will take appropriate steps to minimize product and Customerdamage or unauthorized disclosure. Notification to you will be in accordancewith the terms of the Agreement.
4. Availability Control
Infrastructure availability: The infrastructure providers use commercially reasonableefforts to ensure a minimum of 99.95% uptime.
Fault tolerance:Backup and replication strategies are designed to ensure redundancy andfail-over protections during a significant processing failure. Customer data isbacked up to durable data stores and replicated across availability zones.
Online replicas and backups: Where feasible, production databases are designed to replicate data to a standby database in another availability zone. All databases are backed up and maintained using at leastindustry standard methods.
Our products are designed to ensure redundancy andseamless failover. The server instances that support the products are alsoarchitected with a goal to prevent single points of failure. This designassists our operations in maintaining and updating the product applications andbackend while limiting downtime.
In-transit: We make HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the Apkudo products. Our HTTPS implementation uses industry standard algorithms and certificates.
At-rest: We store user passwords following policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is encrypted at rest.
Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.
Response and tracking: We maintain 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 security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.
Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime.
Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to durable data stores and replicated across availability zones.
Online replicas and backups: Where feasible, production databases are designed to replicate data to a standby database in another availability zone. All databases are backed up and maintained using at least industry standard methods.
Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.
Sub-Processor Purpose Location
Amazon Web Services, Inc. Hosting & Infrastructure United States
Apkudo, Inc. Services & Support United States
Salesforce, Inc. Services & Support United States
