Data Processing Agreement

Data Processing Agreement

This Data Processing Agreement (“DPA”) forms part of the documeet.com Terms of Service (“Agreement”) entered by and between you, the Customer (as defined in the Agreement) (collectively, “you”, "your”, “Customer”), and documeet.com Ltd. (“documeet.com”, “us”, “we”, “our”) to reflect the parties’ agreement with regard to the

Processing of Personal Data by documeet.com solely on behalf of the Customer. Both parties shall be referred to as the “Parties” and each, a “Party”.

Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement.

You represent and warrant that you have full authority to bind the Customer to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have authority to bind the Customer or any other entity, please do not provide Personal Data to us.

If you need a signed copy of this DPA, you can download this agreement at www. documeet.com/terms/dpa, send a signed copy to support@documeet.com and we’ll provide you a countersigned copy.

In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Personal Data.

1. DEFINITIONS

1.1 Definitions:

(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under

common control with the subject entity. “Control”, for purposes of this definition, means

direct or indirect ownership or control of more than 50% of the voting interests of the

subject entity.

(b) “Authorized Affiliate” means any of Customer's Affiliate(s) which is explicitly permitted to

use the Services pursuant to the Agreement between Customer and documeet.com, but

has not signed its own agreement with documeet.com and is not a "Customer" as defined

under the Agreement.

(c) “CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100

et. seq.

(d) The terms, "Controller", "Data Subject", "Member State", "Processor", "Processing" and

"Supervisory Authority" shall have the same meaning as in the GDPR. The terms

“Business”, “Business Purpose”, “Consumer” and “Service Provider” shall have the same

meaning as in the CCPA.

(e) For the purpose of clarity, within this DPA “Controller” shall also mean “Business”, and

“Processor” shall also mean “Service Provider”. In the same manner, Processor’s Sub-

processor shall also refer to the concept of Service Provider. “Data Protection Laws”

means all privacy and data protection laws and regulations, including such laws and

regulations of the European Union, the European Economic Area and their Member

States, Switzerland, the United Kingdom and the United States of America, applicable to

the Processing of Personal Data under the Agreement.

(f) “Data Subject” means the identified or identifiable person to whom the Personal Data

relates.

(g) “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the

Council of 27 April 2016 on the protection of natural persons regarding the

processing of personal data and on the free movement of such data, and repealing

Directive 95/46/EC (General Data Protection Regulation).

(h) “Personal Data” or “Personal Information” means any information that identifies, relates to,

describes, is capable of being associated with, or could reasonably be linked, directly or

indirectly, to or with an identified or identifiable natural person or Consumer (as defined in the

CCPA), which is processed by documeet.com solely on behalf of Customer, under this DPA and

the Agreement between Customer and Processor.

(i) “Security Documentation” means the Security Documentation applicable to the Services

purchased by Customer, as updated from time to time, and accessible via

www. https://www.documeet.com/security, or as otherwise made reasonably available by

documeet.com.

(j) “Sub-processor” means any third party that Processes Personal Data under the instruction

or supervision of documeet.com

 

2. PROCESSING OF PERSONAL DATA

2.1 Roles of the Parties. The Parties acknowledge and agree that regarding the Processing of

Personal Data performed solely on behalf of Customer, (i) Customer is the Controller of its Users’ Account Data and Profile Data, and of Customer Data (as defined in the Agreement), (ii)

documeet.com is the Processor of Customer Data, and of such Users’ Account Data and Profile

Data; (iii) for the purposes of the CCPA (and to the extent applicable), Customer is the “Business” and documeet.com is the “Service Provider” (as such terms are defined in the CCPA), with respect to Processing of Personal Data described in this Section 2.1. The terms “Controller” and “Processor” below hereby signify Customer and documeet.com, respectively.

2.2 Customer’s Processing of Personal Data. Customer, in its use of the Services, and

Customer’s instructions to the Processor, shall comply with Data Protection Laws.

Customer shall establish and have all required legal bases in order to collect, Process and

transfer to Processor the Personal Data, and to authorize the Processing by Processor, and for

Processor’s Processing activities on Customer’s behalf, including the pursuit of ‘business purposes’ as under the CCPA.

2.3 Processor’s Processing of Personal Data. When Processing solely on Customer’s behalf under the Agreement, Processor shall Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and this DPA; (ii) Processing for Customer to be able to use the Services; (iii) Processing to comply with Customer’s reasonable and documented instructions, where such requests are consistent with the terms of the Agreement, regarding the manner in which the Processing shall be performed; (iv) rendering Personal Data fully anonymous, non-identifiable and non-personal; (v) Processing as required under any applicable laws to which Processor is subject; in such a case, Processor shall inform Customer of the legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.

To the extent that Processor cannot comply with an instruction from Customer, Processor (i) shall inform Customer, providing relevant details of the problem, (ii) Processor may, without any kind of liability to Customer, temporarily cease all Processing of the affected Personal Data (other than securely storing such data) and/or suspend access to the Account, and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof, Customer may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Processing, and Customer shall pay to Processor all the amounts owed to Processor or due before the date of termination. Customer will have no further claims against Processor (including, without limitation, requesting refunds for Services) pursuant to the termination of the Agreement and the DPA as described in this paragraph.

2.4 Details of the Processing. The subject-matter of Processing of Personal Data by Processor is the performance of the Services pursuant to the Agreement. The duration of the Processing, the

nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Annex 1 (Details of the Processing) to this DPA.

2.5 CCPA Standard of Care; No Sale of Personal Information. documeet.com acknowledges and

confirms that it does not receive or process any Personal Information as consideration for any

services or other items that documeet.com provides to Customer under the Agreement.

documeet.com shall not have, derive, or exercise any rights or benefits regarding Personal

Information Processed on Customer’s behalf, and may use and disclose Personal Information solely for the purposes for which such Personal Information was provided to it, as stipulated in the Agreement and this DPA. documeet.com represents and warrants that it understands the rules, requirements and definitions of the CCPA and agrees to refrain from selling (as such term is defined in the CCPA) any Personal Information Processed hereunder, without Customer’s prior written consent, nor taking any action that would cause any transfer of Personal Information to or from documeet.com under the Agreement or this DPA to qualify as “selling” such Personal Information under the CCPA.

3. RIGHTS OF DATA SUBJECTS

3.1 Data Subject Requests. Processor shall, to the extent legally permitted, promptly notify

Customer if Processor receives a request from a Data Subject or Consumer to exercise their

rights (to the extent available to them under applicable law) of access, right to rectification,

restriction of Processing, erasure (“right to be forgotten”), data portability, object to the

Processing, its right not to be subject to an automated individual decision making, to opt-out of

the sale of Personal Information, or the right not to be discriminated against for exercising any

CCPA Consumer rights (“Data Subject Request”). Considering the nature of the Processing, Processor shall assist Customer by appropriate technical and organizational measures, insofar as this is possible and reasonable, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws. Processor may refer Data Subject Requests received, and the Data Subjects making them, directly to the Customer for its treatment of such requests.

4. DOCUMEET.COM PERSONNEL

4.1 Confidentiality. Processor shall ensure that its personnel engaged in the Processing of Personal Data have committed themselves to confidentiality.

4.2 Permitted Disclosures. Without derogating from Section 2.3 above and Section 5 below, Processor may disclose and Process the Personal Data (a) to the extent required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, or (b) otherwise as required by applicable Data Protection Laws (in such a case, Processor shall inform the Customer of the legal requirement before the disclosure, unless legally prohibited from doing so), or (c) on a “need-to-know” basis under an obligation of confidentiality to its legal counsel(s), data protection advisor(s) and accountant(s).

 

5. AUTHORIZATION REGARDING SUB-PROCESSORS

5.1 Appointment of Sub-processors. Customer acknowledges and agrees that (a) Processor’s Affiliates may be retained as Sub-processors; and (b) Processor and Processor’s Affiliates may each engage third-party Sub-processors in connection with the provision of the Services.

5.2 List of Current Sub-processors and Notification of New Sub-processors.

5.2.1 Processor makes available to Customer the current list of Sub-processors used by

Processor to process Personal in ANNEX 1 - DETAILS OF THE PROCESSING. Such Sub-processor list includes the identities of those Sub-processors and the entity’s country

(“Sub-Processor List”). The Sub-Processor List as of the date of first use of the Services by

Customer is hereby authorized, and in any event shall be deemed authorized, by Customer

unless it provides a written reasonable objection, for reasons relating to the protection of

Personal Data intended to be Processed by such Sub-processor, within ten (10) business

days following the signing of this DPA. Customer may reasonably object to Processor’s use

of an existing Sub-processor by providing a written objection to support@documeet.com . In the

event Customer reasonably objects to an existing Sub-processor, as permitted in the

preceding sentences, Customer may, as a sole remedy, terminate the applicable

Agreement and this DPA with respect only to those Services which cannot be provided by

Processor without the use of the objected-to Sub-processor by providing written notice to

Processor provided that all amounts due under the Agreement before the termination date

with respect to the Processing at issue shall be duly paid to Processor. Customer will have

no further claims against Processor due to (i) past use of approved Sub-processors prior to

the date of objection or (ii) the termination of the Agreement (including, without limitation,

requesting refunds) and the DPA in the situation described in this paragraph.

 

5.3 In the event Customer reasonably objects to a new Sub-processor, as permitted in the preceding sentences, Processor will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Processor is unable to make available such change within thirty (30) days, Customer may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those Services which cannot be provided by Processor without the use of the objected-to new Sub-processor, by providing written notice to Processor. All amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Processor. Until a decision is made regarding the new Sub-processor, Processor may temporarily suspend the Processing of the affected Personal Data and/or suspend access to the Account. Customer will have no further claims against Processor due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.

5.4 Agreements with Sub-processors. Processor or a Processor’s Affiliate has entered into a written agreement with each Sub-processor containing appropriate safeguards to the protection of Personal Data. Where Processor engages a new Sub-processor for carrying out specific Processing activities on behalf of the Customer, the same or materially similar data protection obligations as set out in this DPA shall be imposed on such new Sub-processor by way of a contract, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR. Where the new Sub-processor fails to fulfil its data protection obligations, Processor shall remain fully liable to the Customer for the performance of the new Sub-processor's obligations.

6. SECURITY

6.1 Controls for the Protection of Personal Data. Processor shall maintain industry-standard technical and organizational measures for protection of Personal Data Processed hereunder (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data, including those measures set forth in the Security Documentation, as may be amended from time to time. Upon the Customer’s reasonable request, Processor will assist Customer, at Customer’s cost, in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to Data Processor.

7. PERSONAL DATA INCIDENT MANAGEMENT AND NOTIFICATION

Processor maintains security incident management policies and procedures and, to the extent

required under applicable Data Protection Laws, shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data Processed on behalf of the Customer, including Personal Data transmitted, stored or otherwise Processed by Processor or its Sub-processors of which Processor becomes aware (a “Personal Data Incident”). Processor shall make reasonable efforts to identify the cause of such Personal Data Incident and take those steps as Processor deems necessary and reasonable in order to remediate the cause of such a Personal Data Incident to the extent the remediation is within Processor’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s users.

8. RETURN AND DELETION OF PERSONAL DATA

Upon termination of the Agreement and subject thereto, Processor shall, at the choice of Customer (indicated through the Service or in written notification to Processor), delete all the Personal Data it Processes solely on behalf of the Customer in the manner described in the

Agreement, and Processor shall delete existing copies of such Personal Data unless Data Protection Laws require or authorize the storage of the Personal Data. To the extent authorized or required by applicable law, Processor may also retain one copy of the Personal Data solely for evidence purposes and/or for the establishment, exercise or defense of legal claims and/or for compliance with legal obligations.

9. CROSS-BORDER DATA TRANSFERS

9.1 Transfers from the EEA to countries that offer adequate level or data protection. Personal Data may be transferred from EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) and the United Kingdom (collectively, “EEA”) to countries that offer an adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the European Union, the Member States or the European Commission (“Adequacy Decisions”), without any further safeguard being necessary.

9.2 Transfers to other countries or entities. If the Processing of Personal Data includes transfers (either directly or via onward transfer) from the EEA to countries which have not been subject to an Adequacy Decision (“Other Countries”), and such transfer or disclosure is not permitted through alternative means approved by the European Commission (e.g., the EU-US Privacy Shield) or by applicable Data Protection Laws, Processor will take all reasonable steps to ensure that personal data is treated securely and in accordance with applicable Data Protection Laws, including by signing of a data transfer agreement governed by the relevant Standard Contractual Clauses (“SCC”). Where the transfer of Personal Data is made subject to the SCC, the “Data Importer” thereunder shall be either the Processor or Sub-Processor, as the case may be and as determined by Processor, and the “Data Exporter” shall be the Controller of such Personal Data. If necessary, documeet.com will ensure that its Sub-processor enters into Standard Contractual Clauses with Customer directly, and Customer hereby gives documeet.com an instruction and mandate to sign the Standard Contractual Clauses with any such Sub-processor in Customer’s name and on behalf of Customer.

10. AUTHORIZED AFFILIATES

10.1 Contractual Relationship. The Parties acknowledge and agree that, by executing the DPA, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, in which case each Authorized Affiliate agrees to be bound by the Customer’s obligations under this DPA, if and to the extent that Customer Processes Personal Data on the behalf of such Authorized Affiliates, thus qualifying them as the “Controller”. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an Authorized Affiliate shall be deemed a violation by Customer.

10.2 Communication. The Customer shall remain responsible for coordinating all communication with Processor under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

 

11. OTHER PROVISIONS

11.1 Data Protection Impact Assessment. Upon Customer’s reasonable request, Processor shall provide Customer, at Customer’s cost, with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR (as applicable) to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Processor.

Processor shall provide, at Customer’s cost, reasonable assistance to Customer in the

cooperation or prior consultation with the Supervisory Authority in the performance of its tasks

relating to this Section 10.1, to the extent required under the GDPR.

11.2 Assistance. Processor may assist Customer, at Customer’s request and cost, in ensuring

compliance with Customer’s obligations pursuant to the GDPR, CCPA and other applicable Data

Protection Laws.

11.3 Modifications. Customer may by at least forty-five (45) calendar days' prior written notice to Processor, request in writing any variations to this DPA if they are required as a result of any change in, or decision of a competent authority under, any Data Protection Laws, to allow Processing of those Customer Personal Data to be made (or continue to be made) without breach of that Data Protection Law. If Customer gives notice with respect to its request to modify this DPA under this Section 11.3, then: (a) Processor shall make commercially reasonable efforts to accommodate such modification request; and (b) Customer shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Processor to protect the Processor against additional risks, or to indemnify and compensate Processor for any further steps and costs associated with the variations made herein. If Customer gives notice under this Section 11.3, the Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Customer’s notice as soon as is reasonably practicable. If the Parties are unable to reach such an agreement within 30 days of Customer’s notice, then Customer or Processor may, by written notice to the other Party, with immediate effect, terminate the Agreement to the extent that it relates to the Services which are affected by the proposed variations (or lack thereof). Customer will have no further claims against Processor (including, without limitation, requesting refunds for Services) pursuant to the termination of the Agreement and the DPA as described in this Section.

 

ANNEX 1 - DETAILS OF THE PROCESSING

 

Nature and Purpose of Processing:

1. Providing the Services to Customer.

2. Performing the Agreement, this DPA and/or other contracts executed by the Parties.

3. Acting upon Customer’s instructions, where such instructions are consistent with the terms of the Agreement.

4. Providing support and technical maintenance, if agreed in the Agreement.

5. Preventing, mitigating, and investigating the risks of data security incidents, fraud, error or any illegal or prohibited activity.

6. Resolving disputes.

7. Enforcing the Agreement, this DPA and/or defending Processor’s rights.

8. Complying with applicable laws and regulations.

9. All tasks related with any of the above.

Duration of Processing

Subject to any Section of the DPA and/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Processor will Process Personal Data pursuant to the DPA and Agreement for the duration of the Agreement, unless otherwise agreed upon in writing.

Sub-Processor List

Sub-Processor Name:      Amazon Web Services, Inc.

Type of Service:                 Cloud computing provider

Entity Country:                   Frankfurt, Germany

Type of Personal Data

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion Categories of Data Subjects Customer may submit Personal Data to the Services which may include, but is not limited to, Personal Data relating to the following categories of Data Subjects:

● Employees, agents, advisors, freelancers of Customer (who are natural persons)

● Prospects, customers, business partners and vendors of Customer (who are natural

persons)

● Employees or contact persons of Customer’s prospects, customers, business partners and

vendors

● Any other third-party individual with whom Customer decides to communicate through the Services.