Databox Inc. Data Processing Agreement
Effective May 1, 2020
This GDPR Data Processing Agreement (“DPA”) forms part of the Terms of Service (available at https://databox.com/terms-of-service) (“ToS”) and Privacy Policy (available at https://databox.com/terms-of-service or such other locations as the ToS and Privacy Policy may be posted from time to time (as applicable, the “Agreement”), entered into by and between the Customer and Databox, Inc. (“Databox”), pursuant to which Customer has accessed Databox Application Services (the “Services”) as defined in the applicable Agreement. The purpose of this DPA is to reflect the parties’ agreement with regard to the processing of Personal Data in accordance with the requirements of Data Protection Legislation as defined below.
If the Customer entity entering into this DPA has executed an order form or statement of work with Databox pursuant to the Agreement (an “Ordering Document”), but is not itself a party to the Agreement, this DPA is an addendum to that Ordering Document and applicable renewal Ordering Documents. If the Customer entity entering into this DPA is neither a party to an Ordering Document nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the Customer entity that is a party to the Agreement executes this DPA.
1. Definitions
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“Customer Personal Data” means any data provided to Databox by Customer that includes Personal Data. A description of the categories of Customer Personal Data and Data Subjects subject to this DPA is provided in Exhibit A.
“Data Protection Law” means all applicable legislation relating to data protection and privacy including without limitation the EU Data Protection Directive 95/46/EC and all local laws and regulations which amend or replace any of them, including the General Data Privacy Regulation (“GDPR”), together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time.
“Data Subject” means the individual to whom Personal Data relates.
“GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, including any amendments or implementing laws or regulations.
“Instruction” means the written, documented instruction, issued by Controller to Processor, and directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available). The ToS is considered an “Instruction.”
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data.
“Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller.
“Standard Contractual Clauses” means the “standard contractual clauses for the transfer of personal data to processors established in third countries” for the purposes of Article 26(2) of Directive 95/46/EC set out in Commission Decision (C(2010)583), as the same are revised or updated from time to time by the European Commission, which Standard Contractual Clauses (Processors) are attached here to as Exhibit B.
Definitions of terms not set forth herein shall have the same meaning as in the Agreement or GDPR.
2. Undertakings regarding Personal Data
a. Customer hereby appoints Databox for the Processing of the Customer Personal Data on its behalf for the purposes set forth in the Agreement. Databox shall Process the Customer Personal Data only (i) to perform its obligations set forth in the Agreement, (ii) in accordance with written instructions from Customer, including with regard to any cross-border transfers, and (iii) as needed to comply with applicable law, regulation or other legal requirement.
b. Each party agrees that the Personal Data, including Customer Personal Data, shall be treated as confidential information under this DPA. In addition, each party shall at all times comply with applicable laws relating to data protection in the relevant jurisdiction.
c. Personal Data shall remain the property of the disclosing party. The parties acknowledge that Customer is a Controller and maintains control over Data Subjects’ Personal Data and Databox is a Processor.
d. Databox will process Customer Personal Data only to the extent strictly necessary for the purpose of providing the services in accordance with the ToS and any further written Instructions from the Customer that are mutually agreed upon in writing. Databox agrees that:
i. it will implement and maintain a reasonable and appropriate security program comprising adequate security, technical and organizational measures to protect against unauthorized, unlawful or accidental processing, use, erasure, loss or destruction of, or damage to, Customer Personal Data and as further described in Databox’s Security Policy (https://databox.com/security-policy);
ii. it will not modify, alter, delete, publish or disclose any Customer Personal Data to any third party, nor allow any third party to process such personal data on Databox’ behalf unless the third party is bound to similar confidentiality and data handling provisions;
iii. only its personnel who “need-to-know” will be given access to Customer Personal Data to the extent necessary to perform its obligations under the ToS and any further Instructions. It shall provide adequate training to its staff and ensure that they comply with the obligations in this DPA;
iv. it will only process Customer Personal Data to the extent necessary to perform its obligations under the Agreement and upon written instructions of the Customer (only as mutually agreed upon), and in accordance with applicable laws; and
v. it will inform Customer immediately in case it believes that an Instruction violates the GDPR and shall cease processing the Company Personal Data that is subject to the Instruction in question. However, Databox’s performance of an Instruction subsequently deemed to be unlawful shall not be considered a breach of Databox’s obligations under the Agreement or this DPA.
e. At Customer’s request, upon termination of your account Databox will either delete or return all Customer Personal Data normally, no later than 60 days, unless we are required to retain the Customer Personal Data due to EU, Member State or United States laws, in which case Databox reserves the right to retain the Customer Personal Data as may be required.
f. For cross-border transfers, the parties agree as follows:
i. Databox shall not transfer any Customer Personal Data (and shall not permit its sub-processors to transfer any Customer Personal Data) to a country outside the EU or EEA that is not recognized as providing an adequate level of protection for Personal Data by the European Commission without the prior consent of Customer. Databox understands that Customer must approve and document that adequate protection for the Customer Personal Data will exist after such cross-border transfer. Accordingly, the parties hereby agree that the Standard Contractual Clauses (Processors), approved by the European Commission and set forth in Exhibit B, will apply to the Processing by Databox of the Customer Personal Data in any country outside the EU or EEA determined not to provide an adequate level of protection.
ii. Customer agrees that it is a Data Exporter (not withstanding that Customer or its Affiliate(s) may be located outside the EU or EEA), and Databox agrees it is the Data Importer. Databox will ensure that the Standard Contractual Clauses (Processors) are incorporated into its agreement with its sub-processors, as applicable. If the Standard Contractual Clauses (Processors) are amended, replaced, or repealed by the European Commission or under applicable law, the parties shall cooperate in good faith to enter into an updated version of the Standard Contractual Clauses (Processors) or negotiate an alternative solution to enable the contemplated cross-border transfers.
g. The parties acknowledge that Customer may from time to time be in possession of Personal Data relating to Databox’s personnel. Databox warrants that it has provided all necessary notifications and obtained all necessary consents, authorizations, approvals and/or agreements as required under any applicable law in order to enable: (i) the disclosure of Databox’s Personal Data to Customer; and (ii) further processing of such Databox Personal Data by Customer.
3. Customer undertakings and Databox’s assistance
a. Customer warrants that it has all necessary rights to provide to Databox the Customer Personal Data for processing in connection with the provision of the the Services.
b. To the extent required by applicable law, Customer is responsible for ensuring that any Data Subject consents that may be necessary to this processing are obtained, and for ensuring that a record of such consents is maintained, including any consent to use Personal Data that is obtained from third parties. Should such consent be revoked by a Data Subject, Customer is responsible for communicating the fact of such revocation to Databox, and Databox remains responsible for implementing any Customer Instruction with respect to the further processing of that Personal Data, or, as may be in accordance with any of Databox’s legal obligations.
c. Customer understands, as a Controller, that it is responsible (as between Customer and Databox) for:
i. determining the lawfulness of any processing, performing any required data protection impact assessments, and accounting to regulators and individuals, as may be needed;
ii. making reasonable efforts to verify parental consent when data is collected on a Data Subject under 16 years of age;
iii. providing relevant privacy notices to Data Subjects as may be required in your jurisdiction, including notice of their rights and provide the mechanisms for individuals to exercise those rights;
iv. responding to requests from individuals about their data and the processing of the same, including requests to have personal data altered, corrected, or erased, and providing copies of the actual data processed;
v. implementing your own appropriate technical and organizational measures to ensure and demonstrate processing in accord with this DPA; and
vi. notifying individuals and any relevant regulators or authorities of any incident as may be required by law in your jurisdiction.
d. Databox shall assist the Customer by implementing appropriate technical and organizational measures, insofar as this is reasonably and commercially possible (in Databox’s sole determination and discretion), in fulfilling Customer’s obligations to respond to Data Subjects’ requests to exercise their rights under the GDPR. For avoidance of doubt, Databox shall not respond directly to Data Subjects’ requests unless instructed to do so by Customer.
e. As stated in our Privacy Policy, the customer consents to Databox engaging sub-processors to process Customer Personal Data for the permitted purpose of providing products and services for which we contracted provided that: (a) Databox will maintain an up-to-date list of its sub-processors, which it will update with the details of any change in sub-processors at least 10 days prior to the change; and (b) Databox will impose data protection terms on any sub-processor it engages with as required to protect customer’s personal data to the standard required by the GDPR. Customer may object to Databox’s appointment or replacement, provided such objection is based on reasonable grounds related to data protection. In such event, Databox will either not appoint or replace the sub-processor or if that is not possible, Customer may suspend or terminate the specific Databox service at issue. A list of Databox’s current sub-processors is provided on Exhibit A.
g. On an annual basis, Databox will procure an internal audit of its code base and systems to demonstrate compliance with its obligations under this DPA. Upon written request, Databox shall make available to the Customer information reasonably necessary to demonstrate compliance with its obligations under this DPA, including an executive summary of its audit. Customer may conduct up to (1) audit or inspection per contractual year and shall pay all costs associated with any independent agent or auditor it may designate to conduct such audit and/or inspection.
4. Personal Data Breach
a. When either party becomes aware of an actual or threatened Personal Data Breach that impacts the processing of Customer Personal Data, it shall promptly notify the other about the Personal Data Breach and shall reasonably cooperate in order to enable the other party to perform a thorough investigation into the incident, to formulate a correct response, and to take suitable further steps in respect of the incident.
b. Both parties shall at all times have in place written procedures which enable them to promptly respond to the other about a Personal Data Breach. Where the incident is reasonably likely to require a data breach notification under applicable laws, the party responsible for the incident shall notify the other without undue delay of having become aware of such an incident.
c. Any notifications made under this section shall be made to compliance@databox.com (when made to Databox) and to our point of contact with you (when made to the customer), and shall contain:(i) a description of the nature of the incident, including, where possible, the categories and approximate number of individuals concerned and the categories and approximate number of records concerned; (ii) the name and contact details of the point of contact where more information can be obtained; (iii) a description of the likely consequences of the incident; and (iv) a description of the measures taken or proposed to be taken to address the incident including, where appropriate, measures to mitigate its possible adverse effects.
5. Liability and Indemnity
a. Each party indemnifies the other and holds them harmless against all claims, actions, third party claims, losses, damages and expenses incurred by the indemnified party and arising directly or indirectly out of or in connection with a breach of its obligations under this DPA.
6. Duration and Termination
a. This DPA is effective as of the data written above shall continue until it is changed or terminated in accordance with the ToS or so long as Databox continues to provide the Services to Customer.
b. Termination or expiration of this DPA shall not discharge the parties from the confidentiality obligations herein.
EXHIBIT A
DETAILS OF PROCESSING OF COMPANY PERSONAL DATA
This Exhibit A includes certain details of the Processing of Company Personal Data as required by Article 28(3) GDPR.
Subject matter and duration of the Processing of Company Personal Data
The subject matter and duration of the Processing of the Company Personal Data are set out in the Terms of Service of Databox (https://databox.com/terms-of-service) and this Data Processing Agreement.
The nature and purpose of the Processing of Company Personal Data
The nature and purpose of the Processing is described in the Terms of Service (https://databox.com/terms-of-service) of Databox and this Data Processing Agreement.
The categories of Company Personal Data to be Processed
First name, last name, email address and business phone number of employees and representatives of Databox client companies.
No “sensitive” Personal Data is Processed.
The categories of Data Subject to whom the Company Personal Data relates
Employees and representatives of Databox client companies.
The obligations and rights of Company and Company Affiliates
The obligations and rights of Customer and its Affiliates are set out in the Terms of Service of Databox (https://databox.com/terms-of-service) and this Data Processing Agreement.
Data Processor’s Sub-processors
- Amazon Web Services (AWS)
- HubSpot
- Intercom
- Help Scout
- SendGrid
- Slack
- Mixpanel
- Segment
- FollowUpThen
- Zapier
- Asana
- Rollbar
- SurveyMonkey
- Pusher
- Stripe
EXHIBIT B
EUROPEAN COMMISSION
DIRECTORATE-GENERAL JUSTICE
Directorate C: Fundamental rights and Union citizenship
Unit C.3: Data protection
Commission
Decision C(2010)593
Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
Name of the data exporting organisation: Customer
Address:
Tel.:……………….; fax:………… ; e-mail:
Other information needed to identify the organisation:
……………………………………………………………
(the data exporter)
And
Name of the data importing organisation: Databox, Inc.
Address: 6 Liberty Square, PMB #471, Boston, MA 02109 USA
Tel.: N/A; fax: N/A; e-mail: hi@databox.com
Other information needed to identify the organisation:
…………………………………………………………………
(the data importer)
each a “party”; together “the parties”,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Clause 1
Definitions
For the purposes of the Clauses:
(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data1;
(b) ‘the data exporter’ means the controller who transfers the personal data;
(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law‘ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
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1 Parties may reproduce definitions and meanings contained in Directive 95/46/EC within this Clause if they considered it better for the contract to stand alone.
Clause 2
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Clause 3
Third-party beneficiary clause
1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Clause 4
Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Clause 5
Obligations of the data importer2
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
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2 Mandatory
requirements of the national legislation applicable to the data
importer which do not go beyond what is necessary in a democratic
society on the basis of one of the interests listed in Article 13(1)
of Directive 95/46/EC, that is, if they constitute a necessary
measure to safeguard national security, defense, public security,
the prevention, investigation, detection and prosecution of criminal
offences or of breaches of ethics for the regulated professions, an
important economic or financial interest of the State or the
protection of the data subject or the rights and freedoms of others,
are not in contradiction with the standard contractual clauses. Some
examples of such mandatory requirements which do not go beyond what
is necessary in a democratic society are, inter
alia,
internationally
recognised sanctions, tax-reporting requirements or
anti-money-laundering reporting requirements.
Clause 6
Liability
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Clause 7
Mediation and jurisdiction
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8
Cooperation with supervisory authorities
1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
Clause 9
Governing Law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11
Subprocessing
1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses3. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
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3 This requirement may be satisfied by the subprocessor co-signing the contract entered into between the data exporter and the data importer under this Decision.
On behalf of the data exporter (Customer):
Name (written out in full):
Position:
Address:
Other information necessary in order for the contract to be binding (if any):
Signature……………………………………….
On behalf of the data importer (Databox, Inc.):
Name (written out in full): Peter Caputa IV
Position: CEO/President
Address: 6 Liberty Square, PMB #471, Boston, MA 02109 USA
Other information necessary in order for the contract to be binding (if any):
Signature……………………………………….
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
Data exporter
The data exporter is (please specify briefly your activities relevant to the transfer):
A description of the data exporter’s activities relevant to the transfer are set forth in the Terms of Service of data importer (https://databox.com/terms-of-service) and this Data Processing Agreement.
Data importer
The data importer is (please specify briefly activities relevant to the transfer):
A description of the data importer’s activities relevant to the transfer are set forth in the Terms of Service of data importer (https://databox.com/terms-of-service) and this Data Processing Agreement.
Data subjects
The personal data transferred concern the following categories of data subjects (please specify):
Employees and representatives of data exporter.
Categories of data
The personal data transferred concern the following categories of data (please specify):
First name, last name, email address and business phone number of employees and representatives of data exporter.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data (please specify):
N/A
Processing operations
The personal data transferred will be subject to the following basic processing activities (please specify):
The processing activities are described in the in the Terms of Service of data importer (https://databox.com/terms-of-service) and this Data Processing Agreement.
Data subject is third-party beneficiary
Data subjects can enforce against the data importer or any subsequent sub-processor clauses 3, 4 and 5, clause 6(3) and clauses 7 to 12 as third-party beneficiary.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
The data importer’s implemented security measures are described in its Security Policy (https://databox.com/security-policy).