Instructions for Data Processing Addendum

The European Union’s (“EU’s”) General Data Protection Regulation (EU) 2016/679 (“GDPR”) requires that data controllers provide instructions to vendors that process personal data on their behalf.

Please consult your legal counsel for questions concerning the applicability of GDPR to your business operations and whether this Addendum applies pursuant to Section 9(a) of the Subscription and Services Agreement your company (“Customer”) has entered into with Narrative Science (“Vendor”).

When is this Addendum necessary?

In general, this Addendum is necessary when:

  • Customer qualifies as a data “controller” or data “processor” under the GDPR;
  • Articles 2 and 3 of the GDPR apply to the processing of personal data that will occur in connection with the license granted to Customer under the Agreement; and
  • Vendor processes such personal data on behalf of Customer pursuant to the Agreement.

This Addendum, along with the Agreement, sets forth Customer’s instructions to Vendor for processing personal data.

Why are the Standard Contractual Clauses necessary?

Narrative Science is located and established in the United States and its products are hosted in the United States.  Therefore, if Customer is not located in the United States, personal data will be transferred to, stored or processed in the United States in connection with Customer’s use of Narrative Science hosted products.  In order to transfer personal data outside of the EU, European Economic Area (EEA) or Switzerland, the GDPR requires that transfers of such data be subject to appropriate safeguards. Vendor relies on Standard Contractual Clauses as the mechanism to implement such additional safeguards.

DATA PROCESSING ADDENDUM

This Data Processing Addendum (“Addendum”), which includes Exhibit 1 and Appendices 1 and 2 to Exhibit 1, forms an integral part of the Subscription and Services Agreement Terms and Conditions entered into by and between the Vendor and Customer governing Customer’s use of Vendor’s Lexio software (the ” Agreement”) and applies to the extent Vendor processes Customer Personal Data (as defined herein) on behalf of Customer in the course of its performance under the Agreement.

WHEREAS, Customer has determined that it is a Controller under the GDPR, and that it requires a data processing agreement with third parties engaged in the Processing of Personal Data on its behalf; and

WHEREAS, In the course of providing services to Customer, Vendor may process Customer Personal Data on behalf of Customer as a Processor; and

WHEREAS, The parties agree to comply with the provisions of this Addendum with respect to any Customer Personal Data, each acting reasonably and in good faith; and

NOW, THEREFORE, in consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below are a valid and binding agreement and shall be added as an Addendum to the Agreement.

  1. Definitions
    1. “Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
    2. Customer” means the individual or entity that has registered for use of Vendor’s Services (as such term is defined in the Agreement between the Vendor and Customer).
    3. Customer Personal Data” means any information relating 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 the GDPR), where for each (i) or (ii), such data is processed in connection with the Agreement.
    4. Data Subject means the identified or identifiable person to whom Personal Data relates.
    5. Data Protection Laws” means the European data protection laws applicable to the Processing of Customer Personal Data subject to this Addendum, including the GDPR and any laws implementing or supplementing the GDPR.
    6. EEA” means the European Economic Area.
    7. Effective Date” shall mean the earlier of the date on which Customer executed the Agreement or the date on which Customer provides Customer Personal Data to Vendor for Processing.
    8. EU” means the European Union.
    9. GDPR” means 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.
    10. “Processor” means the entity which Processes Personal Data on behalf of the Controller.
    11. Personal Data“, “Special categories of data“, “Process/Processing’” “Controller“, “Data Subject and Supervisory Authority shall each have the meanings assigned to them under the GDPR.
    12. Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data on systems managed or controlled by Vendor.
    13. “Standard Contractual Clauses means the agreement executed by and between Customer and Vendor, attached hereto as Exhibit 1, pursuant to the Commission 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.
    14. “Sub-processor” means any Processor engaged by Vendor to perform Processing under this Addendum.
    15. Capitalized terms used but not otherwise defined in this Addendum shall have the meanings ascribed in the GDPR (whether or not such terms are capitalized therein).
  2. Relationship of the Parties.
    1. The parties acknowledge and agree that, with respect to all Customer Personal Data, Customer is the Controller and that Vendor is the Processor, and that Vendor may engage Sub-processors in its role as Processor pursuant to the requirements set forth herein in Section 4 regarding “Sub-processors”.
    2. Each party agrees that it will comply with its obligations under Data Protection Laws with respect to Customer Personal Data and this Addendum.
    3. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquires Personal Data.
  3. Customer’s Obligations
  4. Customer shall determine and instruct Vendor as to the scope, purposes, and manner by which Customer Personal Data is to be processed by Vendor and, from time to time, reasonably modify those instructions by written amendment to this Addendum.
  5. Customer hereby represents and warrants to Vendor that the subject matter, duration, nature, and purposes of the Processing and the types of Personal Data and categories of Data Subjects contemplated by this Addendum have been provided by Customer and are accurately described in Appendix 1 hereto, which is incorporated by reference in its entirety.
  6. Customer shall maintain a written record of its Processing activities in accordance with Article 30 of the GDPR. Upon request, Customer shall promptly provide a copy of such record(s) to Vendor or a Supervisory Authority.
  7. Customer represents and warrants that it has a valid legal basis or lawful purpose for Processing Customer Personal Data and for any transfer of Customer Personal Data to Vendor. Customer shall maintain a record of such valid legal bases and lawful purposes, which shall be promptly provided to Vendor upon request.
  8. Customer represents and warrants that it has all rights and necessary consents to Process Customer Personal Data and to transfer Customer Personal Data to Vendor. Customer shall obtain all necessary consents from Data Subjects and shall maintain a record of such rights and consents, which shall be promptly provided to Vendor upon request.
  9. Customer shall immediately notify Vendor if a Data Subject revokes or changes his or her consent to the Processing of his or her Personal Data and shall immediately instruct Vendor of any new or revised scope, duration, subject matter, nature, or purposes regarding Data Subject’s Processing of Customer Personal Data by Vendor.
  10. Customer shall immediately notify Vendor if any change should occur in the legal bases or lawful purposes for the Processing of Customer Personal Data and shall immediately instruct Vendor regarding the further Processing of Customer Personal Data by Vendor.
  11. Customer and its employees, contractors, and agents shall cooperate with a Supervisory Authority in the performance of its tasks with respect to Vendor and this Addendum.
  12. In accordance with Article 32 of the GDPR, Customer shall, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks presented by the Processing and the nature of Customer Personal Data.
  13. Customer shall take steps to ensure that any natural person acting under the authority of Customer who has access to Customer Personal Data does not process Customer Personal Data in violation of this Addendum.
  14. Vendor’s Obligations
    1. Processing.
      1. Vendor shall only process Customer Personal Data as set forth in the Agreement, this Addendum, and any specific, written instructions provided by an authorized representative of Customer to Vendor; provided, however that Vendor may engage in Processing required by Data Protection Laws to which Vendor is subject after informing Customer of any such requirement (unless the law prohibits providing such information).
      2. Vendor will not process Customer Personal Data in a manner that will, or is reasonably likely to, result in Customer breaching its obligations under Data Protection Law.
  • Vendor shall maintain a written record of its Processing activities with respect to Customer Personal Data in accordance with Article 30 of the GDPR. Upon request, Vendor shall provide a copy of the record(s) to a Supervisory Authority.
  1. Confidentiality. Vendor shall ensure that any of its employees, contractors, or agents authorized to process Customer Personal Data under the Agreement are have committed themselves to binding confidentiality agreements or are under an appropriate statutory obligation of confidentiality consistent with the requirements of this Addendum.
  2. Data Security. In accordance with Article 32 of the GDPR, Vendor shall, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks presented by the Processing and the nature of Customer Personal Data. Vendor shall take steps to ensure that any natural person acting under the authority of Vendor who has been granted access to the Customer Personal Data by Vendor does not process Customer Personal Data in violation of this Addendum.
  3. Use of Sub-processors
    1. Vendor may engage such Sub-processors as Vendor determines are reasonably appropriate for the Processing of Customer Personal Data with the consent of Customer, which shall not be unreasonably withheld.
    2. Customer hereby provides general authorization for Vendor to use Sub-processors in the Processing of Customer Personal Data under the Agreement. Within ten (10) days of receiving a notification from Vendor’s to Customer of any changes in its use of Sub-processors during the term of the Agreement, Customer shall notify Vendor of any objections to such additional or different sub-processors.  If Customer does not timely notify Vendor of an objection, Customer acknowledges and agrees that Vendor may use the sub-processor(s) identified in Vendor’s notice pursuant to the general authorization provided by Customer in this Section.
  • Vendor shall ensure that each of its sub-processors is bound by the data protection obligations applicable to Vendor under this Addendum by way of contract, including sufficient guarantees to implement appropriate technical and organization measures such that the Processing by the sub-processor will meet the requirements imposed by the GDPR.
  1. Cooperation.
    1. Taking into account the nature of the Processing, Vendor shall assist Customer by implementing appropriate technical and organizational measures, insofar as is possible, for the fulfilment of Customer’s obligations of responding to requests for exercising a data subject’s rights under Chapter III of the GDPR.
    2. Taking into account the nature of the Processing and the information available to Vendor, Vendor shall assist Customer in ensuring compliance with Customer’s obligations under Articles 32 through 36 of the GDPR.
  • Vendor shall cooperate with a Supervisory Authority in the performance of its tasks.
  1. Return or Destruction of Customer Personal Data. Upon termination of this Addendum and upon completion of Vendor’s obligations in relation to the Processing of Customer Personal Data under this Addendum, or upon Customer’s written instructions at any time during the term of this Addendum, Vendor shall either: (i) return to Customer all or certain subsets of Customer Personal Data in Vendor’s possession; (ii) render anonymous all or certain subsets of Customer Personal Data in Vendor’s possession; or (iii) permanently delete or render unreadable all or certain subsets of Customer Personal Data. Upon Customer’s request, Vendor shall provide written confirmation to Customer of the anonymization, return, or destruction of Customer Personal Data.
  2. Providing Evidence of Compliance. During the term of this Addendum, Vendor shall make available to Customer all information necessary to demonstrate Vendor’s compliance with Article 28 of the GDPR, and Vendor shall also contribute to audits (including inspections) conducted by Customer or an auditor mandated by Customer. Except as otherwise required by law, (i) Customer shall provide at least thirty (30) days’ prior written notice to Vendor; (ii) any audit shall be conducted during Vendor’s normal business hours; (iii) an audit shall not last longer than three (3) business days; and (iv) Customer and its agents and auditors shall not access Vendor’s proprietary or confidential information, except to the extent access is strictly necessary to demonstrate compliance with this Addendum and in a manner acceptable to Vendor that preserves the proprietary or confidential nature of the information.
  3. Notification.
    1. Vendor shall immediately notify Customer if, in Vendor’s opinion, an instruction provided by Customer infringes or is reasonably likely to infringe upon Data Protection Laws or other laws applicable to Customer or Vendor.
    2. Vendor shall notify Customer without undue delay after becoming aware of a Personal Data Breach affecting Customer Personal Data.
  • Vendor shall promptly notify Customer if, in its assessment, Customer Personal Data has been processed in a manner that is inconsistent with this Addendum, the instructions provided Customer, or Data Protection Laws.
  1. Complaint Handling. Vendor shall promptly inform Customer of any inquiry or complaint received from a data subject or Supervisory Authority relating to Customer Personal Data.
  1. Transfers of Data Outside of the EEA. Customer acknowledges and agrees that it is transferring Customer Personal Data to the United States of America, which is a jurisdiction that has been determined to be without an adequate level of data protection by the European Commission. Customer consents to the transfer of Customer Personal Data outside of the EEA and represents and warrants that it has all necessary authority, rights, and consents to transfer Customer Personal Data to the United States of America for performance of the Agreement.  Customer and Vendor shall abide by the Standard Contractual Clauses set forth in Exhibit 1 with respect to transfers of Customer Personal Data outside of the EEA, which are incorporated herein by reference.
  2. Miscellaneous
    1. Termination. This Addendum will terminate automatically upon the termination of the Agreement.
    2. Survival. Vendor’s obligations related to returning or deleting Customer Personal Data shall survive the termination of this Addendum until Vendor has returned or deleted Customer Personal Data in accordance with this Addendum.
    3. Notices. All notices provided for in this Addendum shall be sent to Vendor and Customer at the addresses provided in the Agreement and in accordance with all requirements for service of notices under that agreement.

 

EXHIBIT 1

STANDARD CONTRACTUAL CLAUSES

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, CUSTOMER (the “data exporter”), and VENDOR (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 (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 sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor 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 sub-processor 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 sub-processor 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 sub-processor 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 sub-processing 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 sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor 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 sub-processing, 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 sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i)        that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j)        to send promptly a copy of any sub-processor 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 sub-processor 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 sub-processor 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 sub-processor 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 sub-processor 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 sub-processor agrees that the data subject may issue a claim against the data sub-processor 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 sub-processor 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.

  1. 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 sub-processor, 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 sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, 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, namely that Member State in which the data exporter’s address, as maintained in its user profile on data importer’s Services, is located.

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

Sub-processing

  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 sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses (3). Where the sub-processor 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 sub-processor’s obligations under such agreement.
  2. The prior written contract between the data importer and the sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.
  3. The provisions relating to data protection aspects for sub-processing 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, namely that Member State in which the data exporter’s address, as maintained in its user profile on data importer’s Services, is located.
  4. The data exporter shall keep a list of sub-processing 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 sub-processor 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 sub-processor 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 (Customer) is seeking to supply certain data for use with the products and/or services of the data importer, as agreed in the annexed Agreement.

 

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

Data importer (Narrative Science) is an artificial intelligence technology company whose products and services, such as natural language generation (NLG) systems, allow customers to transform data into narrative reporting and personalized customer communications.

 

Subject Matter and Duration of Processing of Personal Data

The subject-matter and duration of processing of Personal Data by data importer and data exporter are set out in the Agreement and this Addendum.

 

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

            Employees

            Customers

            Software Users

*All of the above categories include current, past or prospective data subjects.

 

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

Data exporter may provide Data importer information regarding the following categories of data:

Company Name

Company Email Address

Company Phone Number

Company Fax Number

First Name

Last Name

IP Address

Log-In Identification

Dates of contact

 

Special categories of data (if appropriate). The personal data transferred concern the following special categories of data (please specify):

N/A

 

Processing operations.  The Customer Personal Data transferred will be subject to the following basic Processing activities, as further described in the Agreement:

The Clauses reflect the parties’ agreement with respect to the processing and transfer of personal data specified in this Appendix pursuant to the provision of the “Services” as defined under the Agreement.

Personal data may be processed for the following purposes: (a) to provide the Service, (which may include the detection, prevention and resolution of security and technical issues); (b) to respond to customer support requests; and (c) otherwise to fulfill the obligations under the Agreement.

The Data Exporter instructs the Data Importer to process personal data in countries in which the Data Importer or its Sub-processors maintain facilities as necessary for it to provide the Service.

The Data Importer may engage Sub-processors to provide parts of the Service. The Data Importer will ensure Sub-processors only access and use the Data Exporter’s personal data to provide the Service and not for any other purpose.

 

Processing locations. The personal data transferred will be processed in the following countries/locations:

United States

 

Sub-processors in use:

·       Alooma, Inc. ·       Mixpanel
·       Amazon Web Services ·       Salesforce.com, Inc.
·       Box ·       Sumo Logic

 

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 maintains administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Personal Data provided to data importer by data exporter, as specified in the Licensing Agreement.  In particular, Data importer will implement measures designed to:

  1. deny unauthorized persons access to data-processing equipment used for processing Customer Personal Data (equipment access control);
  2. prevent the unauthorized reading, copying, modification or removal of data media (data media control);
  3. prevent the unauthorized input of Customer Personal Data and the unauthorized inspection, modification or deletion of stored Customer Personal Data (storage control);
  4. prevent the use of automated data-processing systems by unauthorized persons using data communication equipment (user control);
  5. ensure that persons authorized to use an automated data-processing system only have access to the Customer Personal Data covered by their access authorization (data access control);
  6. ensure that it is possible to verify and establish to which individuals Customer Personal Data have been or may be transmitted or made available using data communication equipment (communication control);
  7. ensure that it is subsequently possible to verify and establish which Customer Personal Data have been put into automated data-processing systems and when and by whom the input was made (input control);
  8. prevent the unauthorized reading, copying, modification or deletion of Customer Personal Data during transfers of those data or during transportation of data media (transport control);
  9. ensure that installed systems may, in case of interruption, be restored (recovery);
  10. ensure that the functions of the system perform, that the appearance of faults in the functions is reported (reliability) and that stored Customer Personal Data cannot be corrupted by means of a malfunctioning of the system (integrity).

The Data Importer may update or modify these security standards from time to time provided such updates and modifications will not result in a material degradation in the security of the service during the term of the Agreement.