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Data processing addendum

This Data Processing Addendum (“DPA”) applies whenever it is incorporated by reference into the Master Services Agreement (“Agreement”) between you and Code42.  Capitalized terms used but not defined in this DPA have the meanings given to them in the Agreement.

1. Purpose and scope

In the course of providing the Offerings to you under the Agreement, Code42 will Process Customer Data on your behalf.  Customer Data may include Personal Data.  This DPA reflects the parties’ agreement relating to the Processing of Customer Data in accordance with the requirements of Data Protection Laws and Regulations. This DPA will control in the event of any conflict with the Agreement.

2. Definitions

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

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

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

2.4 “Data Subject” means the individual to whom Personal Data relates.

2.5 “Personal Data” means any information relating to an identifiable or identified individual.

2.6 “Processing”, “Processes” or “Process” means any operation or set of operations performed upon Personal Data whether or not by automated means, such as collection, recording, organization, storage, adaptation, or alteration, retrieval, consultation, use, disclosure or dissemination and erasure or destruction.

2.7 “Sub-processor” means Code42’s Affiliates or other third-party service providers that Process Customer Data for Code42.

3. Processing of customer data

As between you and Code42, you are the Data Controller of Customer Data and Code42 is the Data Processor.  You are solely responsible for the accuracy, quality, and legality of the Customer Data and the means by which you acquired the Customer Data.  This DPA and the Agreement are your complete and final instructions to Code42 for the Processing of Customer Data.  You and Code42 must agree on any additional or alternate instructions.  Code42 will process Customer Data: (1) in accordance with the Agreement (including all documents incorporated in the Agreement), and (2) to comply with other reasonable instructions you provide to Code42 (including by email) where your instructions are consistent with the Agreement.  Code42 will not (A) Process Customer Data for any other purpose unless you instruct Code42, or (B) disclose Customer Data to third parties, except as described in the DPA or as required by law.

4. Rights of data subjects

4.1 Correction, Blocking and Deletion.  If you do not have the ability to amend, block or delete Customer Data as required by Data Protections Laws and Regulations, you can provide written instructions to Code42 to act on your behalf.  Code42 will follow your instructions to the extent they are technically feasible and legally permissible. You will pay Code42’s costs of providing this assistance.

4.2 Data Subject Requests. If permitted, Code42 will promptly notify you of any request from a Data Subject for access to, correction, amendment or deletion of that Data Subject’s Personal Data. Code42 will not respond to any Data Subject request without your prior written consent, except to confirm that the request relates to you.

4.3 Cooperation and Assistance. Code42 will assist you to address any request, complaint, notice, or communication you receive relating to Code42’s Processing of Customer Data received from (A) a Data Subject whose Personal Data is contained within the Customer Data, or (B) any applicable data protection authority. You will pay Code42’s costs of providing this assistance.

5. Code42 personnel

5.1 Confidentiality. Code42 informs its personnel engaged in the Processing of Customer Data about the confidential nature of such Customer Data.  These personnel receive appropriate training on their responsibilities and are subject to written agreements with confidentiality obligations that survive the termination of their relationship with Code42.

5.2 Limitation of Access. Code42 ensures that access to Customer Data is limited to those personnel who require access to Process Customer Data under the Agreement.

5.3 Data Protection Officer. If the Data Protection Laws and Regulations require Code42 to appoint a data protection officer, Code 42 will do so and will provide you with the data protection officer’s contact information upon request.

6. Sub-processors 

Code42 may use Sub-processors to Process the Customer Data.  Code42 has written agreements with its Sub-processors that contain obligations substantially similar to Code42’s obligations under this DPA.  Code42 is primarily responsible for its Sub-processor’s compliance with the terms of the Agreement.

7. Security

7.1 Controls for the Protection of Customer Data. Code42 maintains appropriate administrative, technical and organizational safeguards to protect Customer Data from unauthorized or unlawful Processing, from accidental loss, destruction or damage.  Code42’s obligations are described in the Information Security Addendum available at https://support.code42.com/Terms_And_Conditions.

7.2 Third-Party Certifications. Code42’s third party certifications and audit reports are described in the Information Security Addendum.

7.3 Incident Management and Breach Notification. Code42’s obligations relating to incident response and breach notification are described in the Information Security Addendum.

8. Return and deletion of customer data

Under the Agreement, Code42 will provide you an opportunity to retrieve Customer Data at the end of a Subscription Term and will then delete the Customer Data in accordance with the Documentation.

9. Privacy Shield terms for EU and Swiss customer data  

Code42 self-certifies and complies with the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks as set forth by the Department of Commerce regarding the collection, use and retention of Personal Data from European Union member countries and Switzerland.  Code42 certifies that it adheres to the privacy shield principles and agrees to comply with the frameworks or maintain another valid mechanism to legally transfer data as prescribed by the European Commission.  If Code42 determines it can no longer meet these obligations, Code42 will promptly notify you and will cease Processing your Personal Data or take reasonable and appropriate steps to remediate.

 
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