Last Modified: November 20, 2024
This Apkudo Data Processing Agreement and its Annexes attached hereto (“DPA”) is supplemental to, and forms an integral part of, the Agreement between the customer entity that is a party to the Agreement (“CUSTOMER,” “you,” or “your”) and either Apkudo, Inc., or, where applicable, the Apkudo Affiliate that is the contracting party (“APKUDO,” “we,” “us,” or “our”) and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, a Statement of Work, an Order Form, or an executed amendment to the Agreement.
This DPA reflects the parties’ agreement with respect to the Processing of Personal Data by APKUDO on behalf of CUSTOMER in connection with the Agreement. The terms used in this DPA shall have the meanings set forth in this DPA. Capitalized terms not otherwise defined herein shall have the meaning given to them in 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 have the meaning as set forth in the Agreement.
Annex 1 - Details of Processing
Annex 2 - Security Measures
Annex 3 - List of Sub-Processors
As used in the DPA:
"Affiliate" means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a party to this DPA. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means the Software-as-a-Service Agreement between APKUDO and CUSTOMER, or other written or electronic agreement, which govern the provision of the Services to CUSTOMER, as such terms or agreement may be updated from time to time.
“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.
“Customer Data” shall have the meaning given to “Customer Data” or “Subscriber Data” under the Agreement. If the Agreement does not define these terms, "Customer Data" shall mean any information submitted to or collected through the Services and processed by APKUDO on behalf of the Customer under the Agreement.
“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, Switzerland, 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) ("EU 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); (iii) EU 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”) (EU GDPR and UK GDPR collectively, “GDPR”);in each case, as may be amended, superseded or replaced; or (iv) the Swiss Federal Act on Data Protection of June 19, 1992 (“Swiss FADP”).
“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 Services pursuant to the Agreement but have not signed their own separate agreement with APKUDO and are not a “Customer,” “Subscriber,” or analogous term, as defined under the Agreement, and (ii) qualify as a Controller of Personal Data Processed by APKUDO.
“Personal Data” means any information or data that alone or together with any other information relates to an identified or identifiable natural person 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 natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, contact information, 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 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.
“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.
“Services” shall have the meaning set forth in the Agreement or, if the Agreement does not define “Services”, shall mean the SaaS or other services and other activities to be performed by APKUDO as set forth in and pursuant to the Agreement.
“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 process Personal Data. 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 and each Permitted Affiliate is responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to their Processing of Personal Data and the Instructions issued to us.
In particular but without prejudice to the generality of Section 2(a), CUSTOMER acknowledges and agrees that you and each Permitted Affiliate (as applicable) will be solely responsible for:
(i) the accuracy, quality, and legality of Personal Data and the means by which it 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;
(i) ensuring you and each Permitted Affiliate (as applicable) 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);
(iii) ensuring that all Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and
(j) complying with all laws (including Data Protection Laws) applicable to all content created, sent, or managed through the 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 or any Permitted Affiliate (as applicable) are not able to comply with your responsibilities under this Section 2(b) or applicable Data Protection Laws.
(b) Controller Instructions. The parties agree that the Agreement (including this DPA), together with your and each Permitted Affiliate’s (as applicable) use of the Services in accordance with the Agreement, constitute 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. CUSTOMER is responsible for independently determining whether the data security provided in the Services adequately meets your or each Permitted Affiliate’s (as applicable) obligations under applicable Data Protection Laws. You are also responsible for your secure use of the Services, including protecting the security of Personal Data in transit to and from the Services (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 the Agreement and 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 each Permitted Affiliate (as applicable) 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 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 undue delay after we become aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you, and in accordance with appropriate data breach notification laws. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.
(f) Deletion or Return of Personal Data. On termination or expiration of your Services, we will delete or return all Personal Data, including Personal Data Processed pursuant to this DPA, in accordance with the procedures set out in the Agreement. This requirement will not apply when we are required by applicable law to retain some or all of the Personal Data, in instances of required contractual retention policies, or where we have archived Personal Data on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with our deletion practices. You may request the deletion of your account after expiration or termination of your subscription by sending a request in writing.
(a) The Services provide you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist you in connection with your 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").
(b) To the extent that you are unable to independently address a Data Subject Request through the Services, 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.
(c) 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.
(a) 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.
(b) 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 Services 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 to other 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.
(a) Scope. This Section 7 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 reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities to the extent required by 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) Contracting Parties: 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.
(c) UK Transfers. In relation to European Data that is subject to the UK GDPR, the Standard Contractual Clauses will apply in accordance with Section 7(f)(ii) 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.
(d) Swiss Transfers. In relation to European Data that is subject to the Swiss FADP, the Standard Contractual Clauses will apply in accordance with Section 7(f)(ii) and the following modifications: (i) the Swiss Federal Data Protection and Information Commissioner is the exclusive supervisory authority; (ii) the term "member state" must not be interpreted in such a way as to exclude Data Subjects in Switzerland and from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18; and (iii) references to the GDPR in the Standard Contractual Clauses shall also include the reference to the equivalent provisions of the Swiss FADP.
(iii) Additional Terms. The Standard Contractual Clauses will be subject to the following clarifications: (i) for the purposes of Clause 8.1(a) of the Standard Contractual Clauses, the processing described in Section 3(a) of this DPA is deemed an instruction by you to process European Data, subject to our compliance with applicable European Data Protection Laws; (ii) you agree that the audits described in Clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with Section 7(f)(iii) of this DPA; (iii) pursuant to Clause 9(a) of the Standard Contractual Clauses, you agree that we may continue to use those Sub-Processors already engaged by APKUDO and listed in Annex 3, that we may engage new Sub-Processors as detailed in Section 7(d) of this DPA; (iv) the parties’ signature to an Order Form shall be considered as signature to the Standard Contractual Clauses; (v) we shall return and delete European Data in accordance with Section 3(f) of this DPE; (vi) you agree that any assistance that we provide under the Standard Contractual Clauses shall be provided in accordance with Sections 4 and 7(e) of this DPE; and (vii) nothing in this 7(f)(2)(e) of this DPA varies or modifies the SCCs nor affects any supervisory authority’s or Data Subject’s rights under the Standard Contractual Clauses.
(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 Services are 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. 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 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 decide 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 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 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 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 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) 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.
(c) 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 Agreement and any reference the Agreement 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’ or similar 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.
(d) 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.
We will Process Personal Data as necessary to provide the Services pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the Services.
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.
You may submit Personal Data in the course of using the Services, 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 your employees, contractors, collaborators, customers, prospects, suppliers, and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.
You may submit Personal Data to the Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:
The parties do not anticipate the transfer of special categories of data.
Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:
a. Storage and other Processing necessary to provide, maintain and improve the Services provided to you; and/or
b. Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.
This Annex forms part of the DPA.
We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement.
(a) Preventing Unauthorized Product Access
Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the SaaS Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order 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 security controls are audited for SOC 1 Type II and ISO 27001 compliance, among other certifications.
Authentication: We implement a uniform password policy for our customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.
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 authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.
Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through OAuth authorization.
(b) Preventing Unauthorized Product Use
We implement industry standard access controls and detection capabilities for the internal networks that support its products.
Access controls: 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.
Intrusion detection and prevention: We implement firewalls, security groups, and built in protection provided by our cloud hosting provider to identify and prevent attacks against publicly available network services.
Static code analysis: Security reviews of code stored in our source code repositories is performed, checking for coding best practices and identifiable software flaws.
Penetration testing: We maintain relationships with industry recognized penetration testing service providers for regular penetration tests. The intent of the penetration tests is to identify and resolve foreseeable 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 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; all such requests are logged. Employees are granted access by role, and reviews of high-risk privilege 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 and as permitted by the applicable laws. All Apkudo employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.
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 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.
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
