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EU Data Protection Addendum
Last Modified 7/23/21
This EU Data Protection Addendum (the “Addendum”) is entered into between Allbound, Inc., a Delaware corporation with offices located at 3411 Pierce Dr, Chamblee, GA 30341 as the “Service Provider” on this Addendum and [ ] located [ ] (Customer”). This Addendum is incorporated by reference into and shall form an integral part of the Terms of Service executed between Service Provider and Customer governing the services provided by Service Provider (the “Agreement”). This Addendum applies to personal data from individuals located in the European Union processed by Service Provider in connection with the services provided by Service Provider to Customer (“EU Personal Data”) and “California Consumer Privacy Act of 2018” or “CCPA” means Assembly Bill 375 of the California House of Representatives, an act to add Title 1.81.5 (commencing with Section 1798.100) to Part 4 of Division 3 of the Civil Code, relating to privacy and approved by the California Governor on June 28, 2018.
1. Adequacy Mechanism. Service Provider agrees that the standard contractual clauses under Commission Decision C(2010)593 (or superseding contractual clauses enabling non-EEA data processors) applies with Customer as data controller and Service Provider as data processor, as executed in Exhibit A to this Addendum (the “SCCs”).
2. EU Data Protection. The parties will comply with their respective obligations under the EU Data Protection Directive 95/46/EC (the “Directive”) and the superseding General Data Protection Regulation 2019/679 (the “GDPR”) that goes into effect on May 25, 2018 and any subordinate legislation and regulation implementing the Directive or GDPR that may apply (“Local Data Protection Laws”). “Data controller”, “data processor”, “personal data”, “personal data breach” and “supervisory authority” have the meaning given in the Directive, GDPR, and/or Local Data Protection Laws. For the purpose of the Services, Customer is the data controller and Service Provider is the data processor. In furtherance of each party’s compliance with the GDPR, including but not limited to the requirements of Article 28, Service Provider agrees:
a. Service Provider will only process the EU Personal Data on documented instructions from Customer and will take steps to ensure that any natural person acting under Service Provider’s authority does not process EU Personal Data except on instructions from Customer;
b. Service Provider will only process EU Personal Data (a) within the European Economic Area; or (c) in the United States after entering into standard contractual clauses with Customer attached hereto and incorporated herein (or other adequacy mechanism ensuring compliance with the GDPR), which provide for the subject matter and duration of the processing, the nature and purpose of the processing, and the types of personal data and categories of data subjects;
c. Service Provider shall ensure that persons it authorizes to process EU Personal Data have committed themselves to confidentiality and/or treat the EU Personal Data as Confidential Information;
d. Service Provider shall implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and ensure a level of security appropriate to the risk of its processing of the EU Personal Data processing consistent with its obligations under Art 32 of the GDPR;
e. Customer provides general authorization for Service Provider to engage additional processors to process EU Personal Data to provide the services under the Agreement provided that Service Provider contractually obligates such subprocessor(s) to the same data protection obligations here and imposes obligations providing sufficient guarantees to implement appropriate technical and organizational measures to meet the requirements of the GDPR. Service Provider’s current list of subprocessors is listed below in [Annex A] and Service Provider will provide email notice to Customer of any changes to the list of subprocessors, whereby Customer will have 15 business days to object to any new subprocessors, after which Customer will be deemed to have consented to such additional subprocessors.
f. Service Provider shall, taking into account the nature of the processing, assist Customer in fulfilling its responsibilities to respond to data subject requests to exercise rights under the GDPR, to the extent Customer cannot otherwise do so by accessing the relevant information through the Customer account and the self-service functionality;
g. Service Provider shall, taking into account the nature of the processing and information available to the processor, assist Customer in ensuring compliance with the obligations in Art 32 – 36 of the GDPR;
h. Service Provider shall notify Customer without undue delay, and in no event later than 72 hours, after becoming aware of a personal data breach and where available, provide a description of the nature of the personal data breach, the name and contact information of the data protection officer or point of contact, likely consequences of the personal data breach, and description of any measures taken or proposed to address the personal data breach and/or mitigate its possible adverse effects. Service Provider shall use reasonable efforts to assist Customer with any communications required as a result of such a personal data breach;
i. Service Provider shall also provide reasonable assistance to Customer in any applicable data protection impact assessment and/or prior consultations and communications with supervisory authorities;
j. At the choice of Customer, Service Provider will delete or return all EU Personal Data to Customer upon completion of the Services and/or termination of the Agreement and Service Provider will delete all existing copies in its possession (unless required to store such personal data under applicable law);
k. Service Provider will make available to Customer all information necessary to demonstrate compliance with its obligations under the GDPR and allow for and contribute to audits. Service Provider will keep at its normal place of business records of its processing of Customer personal data. To the extent Service Provider is required under applicable law, at Customer’s reasonable request relating to data protection obligations and with advance written notice, Service Provider will make available to Customer such records and information as is necessary to demonstrate its compliance with this Addendum with respect to its processing of Customer personal data and allow Customer or a mutually agreed-upon independent third party to conduct an audit to verify such compliance. Any such audit will be conducted (a) on reasonable advance written notice to Service Provider; (b) no more than once per year; (c) during Service Provider’s standard business hours; and (d) in such a manner to minimize disruption to Service Provider’s operations. Any information provided by Service Provider in connection with such audit or generated as a result of such audit must be protected as Service Provider’s confidential information subject to a separate non-disclosure agreement entered into between Service Provider and the recipient of such information before such audit. To request an audit, Customer must submit a detailed audit plan at least 90 days in advance of the proposed audit date describing the proposed scope, duration, and start date of the audit, subject to mutual agreement between the parties. Customer will bear the costs of such audit.
l. Service Provider will inform Customer if, in Service Provider’s opinion, an instruction from Customer infringes the GDPR.
3. California Consumer Privacy Act of 2018
a. Allbound is a “Service Provider” as defined in CCPA Section 1798.140(v).
b. Customer discloses Personal Data to Allbound solely for: (i) a valid business purpose; and (ii) Allbound to perform the Services.
c. Allbound is prohibited from: (i) selling Personal Data; (ii) retaining, using, or disclosing Personal Data for a commercial purpose other than providing the Services; and (iii) retaining, using, or disclosing the Personal Data outside of the Agreement between Allbound and Customer.
The parties hereby agree that this Addendum supersedes any conflicting or inconsistent provisions in the Agreement related to data protection and, in any event of ambiguity, this Addendum will prevail. The Agreement, as amended and modified by this Addendum, otherwise remains in full force and effect.
3411 Pierce Dr Chamblee, GA 30341
EU STANDARD CONTRACTUAL CLAUSES
Controller to Processor export of personal data (from EEA countries)
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:
Other information needed to identify the organisation:
(the data exporter)
Name of the data importing organisation: Allbound, Inc
Address: 3411 Pierce Dr Chamblee, GA 30341
Tel: + 1 480-685-5470 e-mail: [email protected]
(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.
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;
(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.
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
(a) 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.
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).
Obligations of the data importer
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.
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.
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.
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.
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).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
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.
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.
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.
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.
ANNEX A – Sub-Processor List
This Subject to Section 2 (e) above, Customer approves of the following sub-processors:
|Amazon Web Services||Hosting and storage|
APPENDIX 1 TO THE EU STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Addendum and the SCCs 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.
The Data Exporter is: The Customer providing any service that stores EU citizen and resident data
The Data Importer is a cloud-based service provider of Partner Relationship Management software enabling sales enablement of a Customer’s indirect sales representatives.
The personal data transferred concern the following categories of data subjects:
• Prospects, customers, business partners and vendors of data exporter (who are natural persons)
• Employees or contact persons of data exporter’s prospects, customers, business partners and vendors
• Employees, agents, advisors, freelancers of data exporter (who are natural persons)
• Data exporter’s Users authorized by data exporter to use the SCC Services
Categories of data
The personal data transferred concern the following categories of data:
• First and last name
• Contact information (company, email, phone, physical business address)
• Professional life data
• Connection data
• Localization data
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data (please specify):
None. Customer will not provide Service Provider with any special category or sensitive data and Service Provider will not process any such data within the context of the services under the Agreement.
The personal data transferred will be subject to the following basic processing activities:
Personal Data may be received, processed, and stored in order to (a) provide the services in accordance with the agreement for services between the data exporter and the data importer (the “Agreement” during the term of the Agreement, (b) to communicate with the data exporter, and (c) to otherwise fulfill obligations under the Agreement.
APPENDIX 2 TO THE EU STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Addendum and the SCCs 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):
Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the SCC Service, as described in the Security, Privacy and Architecture Documentation applicable to the Service purchased by data exporter. Data Importer will not materially decrease the overall security of the SCC Services during a subscription term. Requests for documentation can be sent to [email protected]