This Data Processing Agreement ("DPA") amends the  Terms of Service  ("Terms") for all Customers. If there is any conflict or inconsistency between this DPA and the Terms, this DPA will govern. Subject to the amendments in this DPA, the Terms remain in full force and effect.

This DPA reflects our mutual agreement on the terms governing the processing and security of Personal Data in connection with the General Data Protection Regulation ("GDPR"), effective May 25 2018, and the California Consumer Privacy Act ("CCPA"), effective Jan 1 2020. This DPA only applies to the extent that the GDPR and CCPA apply to the processing of Personal Data.

Data processing

The parties acknowledge and agree that:

·         Under the GDPR,

o    Droptrim is a "Data Processor" of Personal Data, and Customer is a "Data Controller".

o    If Customer is also a Data Processor for its own customers, Customer warrants to Droptrim that Customer’s instructions and actions with respect to Personal Data, including its appointment of Droptrim as another Data Processor, have been authorized by the relevant Data Controllers or customers.

·         Under the CCPA,

o    Droptrim is a "Service Provider", and Customer is a "Business", as these terms relate to Personal Data.

o    If Customer is also a Service Provider for its own customers, Customer warrants to Droptrim that Customer's instructions and actions with respect to Personal Data, including its appointment of Droptrim as another Service Provider, have been authorized by the relevant Businesses or customers).

·         Each party will comply with the obligations applicable to it under the GDPR and CCPA with respect to the processing of Personal Data.

By entering into this DPA, Customer instructs Droptrim to process Personal Data only in accordance with applicable law:

·         to provide the Data Processing and any related technical support;

·         as further specified via Customer’s use of the Service (including in the settings, preferences, and other functionality) and any related technical support;

·         as documented in the Terms of Service, Privacy Policy, and this DPA; and

·         as further documented in any other written instructions given by Customer and acknowledged by Droptrim as constituting instructions for purposes of this DPA.

Furthermore, as a Service Provider under the CCPA, Droptrim certifies that it:

·         receives Personal Data from Customer pursuant to a "business purpose";

·         will not "sell" the Personal Data to any third party, as the term "sell" is defined under the CCPA;

·         will retain, use and disclose such Personal Data only for the specific purposes as defined above and by the Customer; and

·         understands its contractual restrictions and shall comply with them.

Droptrim will comply with Customer instructions (including with regard to data transfers), unless EEA or California law requires other processing of Personal Data by Droptrim, in which case Droptrim will inform Customer as the law allows.

Data deletion

The Service includes tools for Customers to manually delete Personal Data as needed, e.g. per End User request; the Personal Data will be deleted from our systems as soon as reasonably practicable and within a maximum period of 180 days, unless EEA or California law requires storage.

Upon deletion of a Customer account, all Personal Data will be deleted from production and backup systems within 1 year.

Data security

Droptrim maintains reasonable measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. Secure (HTTPS) access is forced for Customers so login credentials and Personal Data are secure in transit.

Physical access to the data center requires two-factor authentication via keycard and thumbprint. Server racks are further secured within a locked cage. Data center has 24/7 video surveillance and on-site staff.

Backend access to servers and data, whether physical, shell, or administrative interfaces, is limited to employees who require it to perform their duties. No contractors or subprocessors are authorized for such access.

If Droptrim becomes aware of a security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer's Personal Data on our servers ("Incident"), we will notify Customer, via Customer's registered email address, of the Incident promptly and without undue delay, and take reasonable steps to minimise harm and secure Customer's data. Customer is responsible for providing a valid email address and ensuring their email address is current and valid. Our notification of or response to an Incident will not be construed as an acknowledgement of any fault or liability with respect to the Incident.

Customer agrees that they are solely responsible for their use of the Service, including securing the account credentials, systems and devices Customer uses to access the Service. Droptrim has no obligation to protect Customer's Personal Data that Customer elects to store or transfer outside of Droptrim systems.

Data rights

The GDPR gives EEA End Users the legal right to view their Personal Data, update incorrect Personal Data, and request Personal Data to be deleted, with some exceptions. The CCPA grants similar rights and exceptions to residents of California.

If we receive a request from an End User in the EEA or California in relation to Personal Data processed for a Customer, we will advise the End User to submit their request to Customer, and Customer will be responsible for responding to such request using the tools we have provided on our Site for handling Personal Data requests.

Customer agrees to use all reasonable measures to verify the identity and location of an End User before sharing or modifying Personal Data. Per GDPR recital 64, "the controller [Customer] should use all reasonable measures to verify the identity of a data subject [End User] who requests access, in particular in the context of online services and online identifiers."

Data transfer

Customer agrees that Personal Data may be transferred to Droptrim in the United States of America, where it will be stored and processed. Droptrim will provide at least the same level of privacy protection for EEA Personal Data as required under the U.S.-EU and U.S.-Swiss Privacy Shield frameworks.

On July 16, 2020, an EU court declared the US-EU Privacy Shield as inadequate for the transfer of private data from EU countries to the United States. Instead, companies must now use the EU "Standard Contractual Clause" (SCC), which was established in 2010. Please see the section below for the full EU SCC, which is only applicable to EU entities.

EU Standard Contractual Clause (EU SCC)

This section only applies to entities within the EU. This is the last major section of this DPA and makes up the bulk of it, so please skip to the end if it does not apply to you.

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:

Droptrim (the "data importer")

and

the non-Droptrim legal entity accepting the Clauses as identified in the signed area below (the "data exporter")

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 data[1];

(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.


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 importer[2]

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.


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 Clauses[3]. Where the subprocessor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.

2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.

4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.


Clause 12 - Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.


Appendix 1 to the Standard Contractual Clauses

Data exporter

The data exporter is the non-Droptrim legal entity that is party to the Clauses as identified in the signed area below, using the Service to analyze internet traffic to their web sites, apps, and other similar services they may provide.

Data importer

The data importer is Droptrim, performing cloud-based analytical services for the data exporter.

Data subjects

The personal data transferred may concern the following categories of data subjects: The individuals about whom data is provided to Droptrim via the Services (as defined in the Agreement) by (or at the direction of) data exporter.

Categories of data

The personal data transferred concern the following categories of data: Data relating to individuals provided to Droptrim via the Services by (or at the direction of) data exporter.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data: None

Processing operations

The personal data transferred will be subject to the following basic processing activities:

- End user support
- Backup and Storage
- Processing to provide the Service


Appendix 2 to the Standard Contractual Clauses

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):

Please refer to the "Data security" section of this DPA, as well as as "Security" section of our privacy policy, for security measures implemented.


Footnotes

[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.

[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, defence, 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.

[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.

Changes to the DPA

This DPA may be updated from time to time, as documented below. We will notify you via your registered email address and/or a notice on this website prior to any significant changes becoming effective regarding Personal Data. You should periodically review this page for the latest information.