Data Processing Addendum

This Data Processing Addendum (“DPA”) is incorporated into and forms part of the Agreement including the DoubleDutch Customer Terms of Service found at https://www.doubledutch.me/terms-of-service or other written or electronic master software as a service agreement and corresponding Order between Customer and DoubleDutch for the purchase of a software subscription for event management and/or event registration services from DoubleDutch (identified either as “Services” or otherwise in the applicable agreement, and hereinafter defined as “Services”), wherein such agreement is hereinafter defined as the “Agreement,” and whereby this DPA reflects the parties’ agreement with regard to the Processing of Personal Data (as defined below).

By signing this DPA, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent DoubleDutch processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

In the course of providing the Services to Customer pursuant to the Agreement, DoubleDutch may Process Personal Data on behalf of Customer and the Parties agree to comply with the terms and conditions in this DPA with respect to any Personal Data.

DATA PROCESSING TERMS

  1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and DoubleDutch, but has not signed its own Order with DoubleDutch and is not a “Customer” as defined under the Agreement, if and to the extent DoubleDutch processes Personal Data for which such Affiliate(s) qualify as the Controller.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.

“Customer Data” means all electronic data submitted by or on behalf of Customer, or an Authorized Affiliate, to the Services.

“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.

“Data Subject” means the identified or identifiable person to whom Personal Data relates.

“DoubleDutch Group” means DoubleDutch and its Affiliates engaged in the Processing of Personal Data.

GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Personal Data” means any information that relates to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.

“Processing” (including its root word, “Process”) shall have the meanings given in Data Protection Laws and Regulations.

“Processor” means the entity which Processes Personal Data on behalf of the Controller.

“Security Policy Packet” means DoubleDutch’s Security Documentation, as updated from time to time, and provided to Customer upon request or as otherwise made reasonably available by DoubleDutch.

“Standard Contractual Clauses” means the agreement attached hereto as Exhibit C pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

“Sub-processor” means any Processor engaged by DoubleDutch to Process Personal Data in connection with the Services.

Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.

  1. PROCESSING OF PERSONAL DATA

2.1  Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, DoubleDutch is the Processor and that DoubleDutch or members of the DoubleDutch Group will engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below.

2.2  Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.

2.3  DoubleDutch’s Processing of Personal Data. DoubleDutch shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of and in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and applicable Order(s); (ii) Processing initiated by Attendees or Registrants in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email or support ticket) where such instructions are consistent with the terms of the Agreement.

2.4  Scope of Processing. The subject matter of Processing of Personal Data by DoubleDutch is the performance of the Services pursuant to the Agreement. The nature and purpose of the Processing, the types of Personal Data, and categories of Data Subjects Processed under this DPA are further specified in Exhibit B (Details of the Processing) to this DPA.

  1. RIGHTS OF DATA SUBJECTS

3.1  Data Subject Request. DoubleDutch shall provide all reasonable and timely assistance (including by appropriate technical and organizational measures) to Customer to enable Customer to respond to: (i) any request from a Data Subject to exercise any of its rights under Data Protection Laws and Regulations, including its rights of access, correction, objection, erasure (“right to be forgotten”), data portability, or to not be subject to an automated individual decision making (each, a “Data Subject Request”); and (ii) any other correspondence, inquiry or complaint received from a Data Subject, Supervisory Authority, or other third party in connection with the Processing of the Data to the extent DoubleDutch is legally permitted to do so and that the response to such Data Subject Request is required under applicable Data Protection Laws and Regulations. Customer shall be responsible for any costs arising from DoubleDutch’s provision of such assistance, including any fees associated with providing additional functionality. In the event that any such request, correspondence, inquiry or complaint is made directly to DoubleDutch, DoubleDutch shall promptly inform Customer providing full details of the same.

  1. DOUBLEDUTCH PERSONNEL

4.1  Confidentiality. DoubleDutch shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. DoubleDutch shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

4.2  Reliability. DoubleDutch shall take commercially reasonable steps to ensure the reliability of any DoubleDutch personnel engaged in the Processing of Personal Data.

4.3  Limitation of Access. DoubleDutch shall ensure that DoubleDutch’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

4.4  Data Protection Officer. DoubleDutch has appointed a data protection officer. The appointed person may be reached at privacy@doubledutch.me.

  1. SUB-PROCESSORS

5.1  Appointment of Sub-processors. Customer acknowledges and agrees that (a) DoubleDutch’s Affiliates may be retained as Sub-processors; and (b) DoubleDutch and DoubleDutch’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. DoubleDutch or a DoubleDutch Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Agreement with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor. 
Customer acknowledges that DoubleDutch, Inc. is located in the United States and is involved in providing the Services to Customer either directly or through the provision of support to DoubleDutch EMEA B.V. In either case, Customer agrees to enter into the Standard Contractual Clauses set out in Exhibit C to the extent necessary and acknowledges that subprocessors may be appointed by DoubleDutch in accordance with Clause 11 of Exhibit C.

5.2  List of Current Sub-processors and Notification of New Sub-processors. A current list of Subprocessors for the Services, including the identities of those Subprocessors and their country of location is available at https://doubledutch.me/subprocessors (“Sub-processor Lists”). Customer may receive notifications of new Subprocessors by emailing DPA@doubledutch.me with the subject “Subscribe” and the appropriate contact information included in the body of the email, and if a Customer contact subscribes, DoubleDutch shall provide the subscriber with notification of a new Sub-processor(s) before authorizing any new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services.

5.3  Objection Right for New Sub-processors. Customer may reasonably object to DoubleDutch’s use of a new Sub-processor (e.g., if making Personal Data available to the Subprocessor may violate applicable Data Protection Law or decrease protections for such Personal Data) by notifying DoubleDutch promptly in writing within ten (10) business days after receipt of DoubleDutch’s notice in accordance with the mechanism set out in Section 5.2. Such notice shall explain the reasonable grounds for the objection. In the event Customer objects to a new Sub-processor, and that objection is not unreasonable, DoubleDutch will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If DoubleDutch is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, either party may terminate the applicable Order(s) with respect only to those aspects of the Services which cannot be provided by DoubleDutch without the use of the objected-to new Sub-processor by providing written notice to DoubleDutch. DoubleDutch will refund Customer any prepaid fees on a prorated basis of such Order(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.

5.4  Liability. DoubleDutch shall be liable for the acts and omissions of its Sub-processors to the same extent DoubleDutch would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

  1. SECURITY

6.1   Security Measures for the Protection of Customer Data. DoubleDutch shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data. DoubleDutch shall regularly monitor compliance with these measures. DoubleDutch will not materially decrease the overall security of the Services during a subscription term.

6.2   Audits. Customer may contact DoubleDutch in accordance with the “Notices” Section of the Agreement to request an on-site audit of DoubleDutch’s procedures relevant to the protection of Personal Data no more than once per year. Customer shall reimburse DoubleDutch for any time expended for any such on-site audit at DoubleDutch’s then-current rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and DoubleDutch shall mutually agree upon the scope, timing, and duration of the audit, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by DoubleDutch. The purposes of an audit pursuant to this Section include to verify that DoubleDutch is processing personal data in accordance with its obligations under this DPA and applicable Data Protection Laws and Regulations. Notwithstanding the foregoing, such audit shall consist solely of: (i) the provision by DoubleDutch of written information (including, without limitation, questionnaires and information about security policies) that may include information relating to subcontractors; and (ii) interviews with DoubleDutch’s IT personnel.  Such audit may be carried out by Customer or an inspection body composed of independent members and in possession of the required professional qualifications bound by a written duty of confidentiality. For the avoidance of doubt, no access to any part of DoubleDutch’s IT system, data hosting sites or centers, or infrastructure will be permitted except as otherwise required by law. Customer shall immediately notify DoubleDutch with information regarding any non-compliance discovered during the course of an audit, and DoubleDutch shall use commercially reasonable efforts to address any confirmed non-compliance.

  1. CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION

DoubleDutch maintains reasonable and appropriate security incident management policies and procedures specified in the Security Policy Packet.  DoubleDutch shall notify Customer of any breach relating to Personal Data (within the meaning of applicable Data Protection Laws and Regulations) of which DoubleDutch becomes aware and which may require a notification to be made to a Supervisory Authority or Data Subject under applicable Data Protection Law and Regulations (a “Customer Data Incident”). DoubleDutch shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as DoubleDutch deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within DoubleDutch’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer, Customer’s Attendees or Registrants, or any services not provided by DoubleDutch.

  1. RETURN AND DELETION OF CUSTOMER DATA

Upon termination of the Services for which DoubleDutch is Processing Personal Data, DoubleDutch shall, upon Customer’s request, and subject to the limitations described in the Agreement and Security Policy Packet, return all Customer Data and copies of such data to Customer or securely destroy them and demonstrate to the reasonable satisfaction of Customer that it has taken such measures, unless the retention of such data is requested by Customer or mandated by applicable law. DoubleDutch agrees to preserve the confidentiality of any retained Customer Data and will only actively Process such Customer Data after such termination date in order to comply with the laws it is subject to.

  1. AUTHORIZED AFFILIATES

9.1  Contractual Relationship. The parties acknowledge and agree that, by executing this DPA, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between DoubleDutch and each such Authorized Affiliate subject to the provisions of the Agreement. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Agreement, and is only a party to the DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation thereof by an Authorized Affiliate shall be deemed a violation by Customer.

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

9.3  Rights of Authorized Affiliates. If an Authorized Affiliate becomes a party to the DPA with DoubleDutch, it shall to the extent required under applicable Data Protection Laws and Regulations, also be entitled to exercise the rights and seek remedies under this DPA, except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against DoubleDutch directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights, including but not limited to, audit rights, under this DPA not separately for each Authorized Affiliate individually but in a combined manner for all of its Authorized Affiliates together.

  1. LIMITATION OF LIABILITY

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and DoubleDutch, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.

For the avoidance of doubt, DoubleDutch’s and its Affiliates’ total liability for all claims from the Customer and all of its Authorized Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under this Agreement, including by Customer and all Authorized Affiliates, and shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA. 
Also for the avoidance of doubt, each reference to the DPA in this DPA means this DPA including its Exhibits and Appendices.

  1. EUROPEAN SPECIFIC PROVISIONS

11.1  GDPR. Effective from 25 May 2018, DoubleDutch will Process Personal Data in accordance with the GDPR requirements directly applicable to DoubleDutch’s provision of its Services.

11.2  Data Protection Impact Assessment. Effective from 25 May 2018, upon Customer’s request, DoubleDutch shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to DoubleDutch. DoubleDutch shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section 11.2, to the extent required under the GDPR.

11.3  Transfer Mechanisms for Data Transfers. For any transfers of Personal Data under this DPA from the European Union, the European Economic Area and/or their member states, Switzerland, and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the foregoing territories, to the extent such transfers are subject to such Data Protection Laws and Regulations:

1. DoubleDutch’s EU-U.S. and Swiss-U.S. Privacy Shield Framework self-certifications apply (https://www.privacyshield.gov/participant?id=a2zt00000004ERZAA2&status=Active); and

2. The Standard Contractual Clauses set forth in Exhibit C to this DPA apply, subject to Exhibit A.

11.4 Order of Precedence. In the event that Services are covered by more than one transfer mechanism, the transfer of Personal Data will be subject to a single transfer mechanism in accordance with the following order of precedence: (1) DoubleDutch’s EU-U.S. and Swiss-U.S. Privacy Shield Framework self-certifications and (2) the Standard Contractual Clauses.

  1. LEGAL EFFECT

If Customer has previously executed a data processing addendum with DoubleDutch, this DPA supersedes and replaces such prior data processing addendum unless otherwise agreed upon in writing.

List of Exhibits

Exhibit A: Transfer Mechanisms for European Data Transfers

Exhibit B: Details of the Processing

Exhibit C: Standard Contractual Clauses

EXHIBIT A

 TRANSFER MECHANISMS FOR EUROPEAN DATA TRANSFERS

  1. ADDITIONAL TERMS FOR EU-U.S. AND SWISS-U.S. PRIVACY SHIELD SERVICES

DoubleDutch, Inc. self-certifies to and complies with the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks, as administered by the US Department of Commerce, and DoubleDutch shall ensure that it maintains its self-certifications to and compliance with the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks with respect to the Processing of Personal Data that is transferred from the European Economic Area and Switzerland to the United States.

  1. ADDITIONAL TERMS FOR STANDARD CONTRACTUAL CLAUSES

2.1.      Customers covered by the Standard Contractual Clauses. The Standard Contractual Clauses and the additional terms specified in this Exhibit A apply to (i) the legal entity that has executed the Standard Contractual Clauses as a data exporter and its Authorized Affiliates and, (ii) all Affiliates of Customer established within the European Economic Area, Switzerland, and the United Kingdom, which have signed Orders for the Services. For the purpose of the Standard Contractual Clauses and this Section 2, the aforementioned entities shall be deemed “data exporters”.

2.2.      Instructions. This DPA and the Agreement are Customer’s complete and final instructions at the time of execution of the DPA for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately in writing. For the purposes of Clause 5(a) of the Standard Contractual Clauses, the following is deemed an instruction by the Customer to process Personal Data: (a) Processing in accordance with the Agreement and applicable Order(s); (b) Processing initiated by Attendees or Registrants in their use of the Services; and (c) Processing to comply with other reasonable documented instructions provided by Customer (e.g., via email or support tickets) where such instructions are consistent with the terms of the Agreement.

2.3.      Appointment of new Sub-processors and List of current Sub-processors. Pursuant to Clause 5(h) of the Standard Contractual Clauses, Customer acknowledges and expressly agrees that (a) DoubleDutch’s Affiliates may be retained as Sub-processors; and (b) DoubleDutch and its Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. DoubleDutch shall make available to Customer the current list of Sub-processors in accordance with Section 5.2 of this DPA.

2.4.      Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to Clause 5(h) of the Standard Contractual Clauses, Customer acknowledges and expressly agrees that DoubleDutch may engage new Sub- processors as described in Sections 5.2 and 5.3 of the DPA.

2.5.      Copies of Sub-processor Agreements. The parties agree that the copies of the Sub-processor agreements that must be provided by DoubleDutch to Customer pursuant to Clause 5(j) of the Standard Contractual Clauses may have all commercial information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by DoubleDutch beforehand; and, that such copies will be provided by DoubleDutch, in a manner to be determined in its discretion, only upon request by Customer.

2.6.      Audits. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications:

Customer may contact DoubleDutch in accordance with the “Notices” Section of the Agreement to request an on-site audit of DoubleDutch’s procedures relevant to the protection of Personal Data no more than once per year. Customer shall reimburse DoubleDutch for any time expended for any such on-site audit at DoubleDutch’s then-current rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and DoubleDutch shall mutually agree upon the scope, timing, and duration of the audit, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by DoubleDutch. The purposes of an audit pursuant to this Section include to verify that DoubleDutch is processing personal data in accordance with its obligations under this DPA and applicable Data Protection Laws and Regulations. Notwithstanding the foregoing, such audit shall consist solely of: (i) the provision by DoubleDutch of written information (including, without limitation, questionnaires and information about security policies) that may include information relating to subcontractors; and (ii) interviews with DoubleDutch’s IT personnel.  Such audit may be carried out by Customer or an inspection body composed of independent members and in possession of the required professional qualifications bound by a written duty of confidentiality. For the avoidance of doubt, no access to any part of DoubleDutch’s IT system, data hosting sites or centers, or infrastructure will be permitted except as otherwise required by law. Customer shall immediately notify DoubleDutch with information regarding any non-compliance discovered during the course of an audit, and DoubleDutch shall use commercially reasonable efforts to address any confirmed non-compliance.

2.7.      Data Deletion. The parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the Standard Contractual Clauses shall be provided by DoubleDutch to Customer only upon Customer’s request.

2.8.      Conflict. In the event of any conflict or inconsistency between the body of this DPA and any of its Exhibits (not including the Standard Contractual Clauses) and the Standard Contractual Clauses in Exhibit C, the Standard Contractual Clauses shall prevail.

 

EXHIBIT B

DETAILS OF THE PROCESSING

Nature and Purpose of Processing

DoubleDutch will Process Personal Data as necessary to perform the Services pursuant to the Agreement, and as further instructed by Customer in its use of the Services. The Personal Data transferred will be processed in accordance with the Agreement and any applicable Order and may be subject to the following processing activities:

  • Storage and other processing necessary to provide, maintain, and improve the Services provided to Customer;
  • To provide customer and technical support to Customer; and
  • Disclosures in accordance with the Agreement, as compelled by law.

Data Subjects

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

  • Customer’s Attendees or Registrants
  • Employees, agents, advisors, or contractors of Customer
  • Exhibitors, speakers, or sponsors of Customer

Type of Personal Data

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

  • First and last name
  • Email address
  • IP Address
  • Browser Information
  • Operating System
  • Job Title (if provided by the Attendee or Registrant)
  • Employer (if provided by the Attendee or Registrant)
  • Location Data (if Attendee or Registrant opted in)
  • Data requested by the data exporter or otherwise provided by the Attendee or Registrant in the App or Registration Page at their discretion

Special Categories of Data (if appropriate)

The Personal Data transferred may concern the following special categories of data:

The Processing of sensitive data is not anticipated.

EXHIBIT C

STANDARD CONTRACTUAL CLAUSES

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:

Address:

Tel.:                                          ;  fax:                                        ; e-mail:

Other information needed to identify the organisation:

……………………………………………………………

(the data exporter)

And

Name of the data importing organisation: DoubleDutch, Inc.

Address: 44 Tehama Street, Suite 502, San Francisco, CA 94105, USA

Tel.: + 1 (800) 748-9024; e-mail: privacy@doubledutch.me

Other information needed to identify the organisation: Not applicable

(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 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 lawmeans 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.
  1. 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.
  1. 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.
  1. 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

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.
  1. 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.
  1. 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. 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.

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

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):

Data exporter is (i) the legal entity that has executed the Standard Contractual Clauses as a Data Exporter and, (ii) all Affiliates (as defined in the Agreement) of Customer established within the European Economic Area (EEA) that have purchased DoubleDutch Services on the basis of one or more Order(s).

Data importer

 The data importer is (please specify briefly activities relevant to the transfer):

DoubleDutch, Inc. is a provider of enterprise event management and registration software which processes personal data upon the instruction of the data exporter in accordance with the terms of the Agreement.

Data subjects

The personal data transferred concern the following categories of data subjects (please specify):

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

  • Customer’s Attendees or Registrants
  • Employees, agents, advisors, or contractors of Customer
  • Exhibitors, speakers, or sponsors of Customer

Categories of data

The personal data transferred concern the following categories of data (please specify):

Data exporter or its Attendees or Registrants may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter or its Attendees or Registrants in their sole discretion, and which may include, but is not limited to the following categories of Personal Data:

  • First and last name
  • Email address
  • IP Address
  • Job Title (if provided by the Attendee or Registrant)
  • Employer (if provided by the Attendee or Registrant)
  • Location Data (if Attendee or Registrant opted in)
  • Browser Information
  • Operating System
  • Data requested by the data exporter or otherwise provided by the Attendee or Registrant in the App or Registration Page at their discretion 

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):

Any such data transferred will be at the sole discretion of Customer as Data Exporter.

Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):

DoubleDutch will Process Personal Data as necessary to perform the Services pursuant to the Agreement, and as further instructed by Customer in its use of the Services. The Personal Data transferred will be processed in accordance with the Agreement and any applicable Order and may be subject to the following processing activities:

  • Storage and other processing necessary to provide, maintain, and improve the Services provided to Customer;
  • To provide customer and technical support to Customer; and
  • Disclosures in accordance with the Agreement, as compelled by law.

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):

Data importer will maintain reasonable and appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the Services, as described in the Security Policy Packet applicable to the specific Services purchased by data exporter or otherwise made reasonably available by data importer. Data importer will not materially decrease the overall security of the Services during a subscription term.