This Data Processing Agreement (“DPA”) forms an integral part of, and is subject to, the Terms of Service (the “Principal Agreement”), entered into by and between the entity identified under the applicable Order (“Customer”) and the DragonflyDB Ltd. and/or its Affiliates (“Dragonfly”) (the DPA together with the Principal Agreement are collectively referred to as the “Agreement”). Dragonfly and Customer are hereinafter jointly referred to as “Parties” and individually as “Party.” Capitalized terms not otherwise defined herein shall have the meaning given to them in the Principal Agreement.
1.1 “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.
1.2 “Applicable Laws” means (a) EU or Member State laws addressing any Customer Personal Data in respect of which Customer is subject to EU Data Protection Laws; and (b) any other applicable law addressing any Customer Personal Data in respect of which the Customer is subject to any other Data Protection Laws.
1.3 “CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq. as amended by the California Privacy Rights Act of 2020, and any other applicable amendments, and includes all CCPA regulations.
1.4 “Customer Personal Data” means any Personal Data or Personal Information Processed by Dragonfly on behalf of Customer pursuant to or in connection with the Principal Agreement.
1.5 “Data Protection Laws” means (a) EU Data Protection Laws; (b) the UK GDPR; (c) the Swiss FADP; (d) the CCPA, and (e) to the extent applicable, the data protection or privacy laws of any other applicable country as agreed in writing between the Parties, including the United States and Israel.
1.6 “EEA” means the European Economic Area, which includes all EU Member States as well as Iceland, Liechtenstein and Norway.
1.7 “EU” means the European Union, which is comprised of the following countries (each a “Member State”): Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.
1.8 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.
1.9 “EU SCC" or “EU Standard Contractual Clauses” mean the annex to the EU Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the council as shall be amended from time to time (including without limitation, the standard contractual clauses adopted by the European Commission in its Implementing Decision (EU) 2021/91 of 4 June 2021), in all cases incorporating the Relevant Amendments (as defined above). Upon the effective date of adoption for any revised standard contractual clauses by the European Commission, all references in this DPA to the "EU SCCs” shall refer to that latest version and the parties shall cooperate to prepare such amendments to this DPA, including the Relevant Amendments, as may be required to take into account and give effect to the European Commission’s adoption of the revised standard contractual clauses. In the event of any conflict or inconsistency between the terms of this DPA and the provisions of the EU SCC (to the extent the latter has been entered into by the parties pursuant to Section 13 (Restricted Transfers) below), the provisions of the EU SCC shall prevail.
1.10 "FADP” means the Swiss Federal Act on Data Protection dated 19 June 1992 and any subsequent amendments, replacements, or supplements including any guidelines and clarifying materials published by the Swiss Federal Data Protection and Information Commissioner (FDPIC).
1.11 “GDPR” means EU General Data Protection Regulation 2016/679 and any subsequent amendments, replacements or supplements.
1.12 “Relevant Amendments" means the amendments to the EU SCC, the UK Addendum, and the Swiss Addendum identified under Annex 2 (Standard Contractual Clauses).
1.13 “Restricted Transfer” means (i) a transfer of Customer Personal Data from Customer to Dragonfly; or (ii) an onward transfer of Customer Personal Data from Dragonfly to a Sub Processor, or between two establishments of Dragonfly, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of a legal transfer mechanism to be established under this DPA, including without limitation the applicable Standard Contractual Clauses
1.14 “Sub Processor” means any third party (including any Dragonfly Affiliate, but excluding an employee of Dragonfly or any of its sub-contractors) appointed by or on behalf of Dragonfly or any Dragonfly Affiliate to Process Personal Data on behalf of the Customer in connection with the Principal Agreement.
1.15 “Standard Contractual Clauses” or “SCCs” means the EU SCC, the UK Addendum, and the Swiss Addendum as defined herein, and as applicable to the transfers of Personal Data pursuant to this DPA.
1.16 “Swiss Addendum” means the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner, specifically the Federal Act on Data Protection. Upon the publication in the Federal Gazette and the entry into force of the revised Federal Act on Data Protection, this term will refer to the latter act.
1.17 “UK Addendum” means the International Data Transfer Addendum to the EU Commission standard contractual clauses issued by the UK Information Commissioner’s Office (version, B1.0, in force 21 March 2022).
1.18 “UK GDPR” means the United Kingdom’s Data Protection Act 2018 and the GDPR as adapted into law of the United Kingdom by virtue of section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018.
1.19 The terms, “Data Subject,” “Member State,” “Personal Data,” “Personal Data Breach,” “Special Categories of Data,” “Process/Processing,” “Controller,” “Processor,” “Supervisory Authority,” and “Third Country” shall have the same meanings given to them in the GDPR. The terms “Business”, “Business Purpose”, “Consumer”, “Contractor” “Service Provider”, "Sale", “Sell” and “Personal Information” shall have the same meanings given to them under the CCPA.
2.1 This DPA shall only apply with respect to Personal Data obtained by Dragonfly as a result of Customer’s use of Dragonfly’s Services, as described in Annex 1 (Details of Processing of Customer Personal Data) attached hereto. In connection with each Party’s rights and obligations under this Agreement, as between the Parties, Dragonfly shall Process Customer Personal Data solely as a data Processor acting on behalf of Customer, and Customer shall be deemed the Controller of such Personal Data.
2.2 Draonfly shall not Process Customer Personal Data other than according to the Customer’s documented reasonable and customary instructions as specified in the Principal Agreement or this DPA, which were specifically and explicitly agreed to by Dragonfly, unless such Processing is required by Applicable Laws. Dragonfly shall inform the Customer of such legal requirement before processing unless the law prohibits such action on public interest grounds.
2.3 Customer instructs Dragonfly (and authorizes Dragonfly to instruct each Sub Processor) to (i) Process Customer Personal Data only to the extent required for the provision of Dragonfly’s Services under the Agreement; and, in particular (ii) transfer Customer Personal Data to any country or territory, all as reasonably necessary for the provision of the Services and consistent with Sections 2.1-2.2 above, Section 13 (Restricted Transfers) below, the Agreement, and in accordance with Applicable Laws.
2.4 Furthermore, Customer warrants and represents that it is and will remain duly and effectively authorized to give the instruction set out in Section 2.1 and any additional instructions as provided pursuant to the Agreement and/or in connection with the performance thereof, on behalf of itself and each relevant Customer Affiliate, at all relevant times and at least for as long as the Agreement is in effect and for any additional period during which Dragonfly is lawfully processing the Customer Personal Data. In addition, Customer warrants and represents that it has obtained all permissions, consents, authorizations and approvals, including by making all notices, required for it to allow Dragonfly to access and process Customer Personal Data as permitted hereunder.
2.5 Customer sets forth the details of the Processing of Customer Personal Data, as required by Article 28(3) of the GDPR in Annex 1 (Details of Processing of Customer Personal Data), attached hereto.
2.6 Without derogating from any other provision of the Agreement, and in the event that the Customer Data includes, despite the explicit aforementioned limitation, any information which may be deemed Personal Information under applicable law or regulation (collectively, “Excess Information”), Customer and not Dragonfly, shall be fully responsible for any use, processing, editing, hosting, transferring, storing, reproducing, modifying of such Excess Information, and Customer hereby represents and warrants that Customer has provided sufficient notices and obtained necessary or advisable consents required from any third-party and otherwise has the lawful basis upon which to share the Excess Information, including any Personal Information, included therein with Customer and its Affiliates, and to make any and all uses as otherwise contemplated under this Agreement. Customer agrees (i) to remain at all times fully responsible for all activities that occur in connection with its Customer Data; (ii) that the Submitted Data does not contain any of its confidential or trade secret information; and (iii) that, in the event that Customer provides any third-parties’ data and information, Customer has obtained all necessary and advisable consents to do so.
Dragonfly acknowledges and confirms that it does not receive or process any Personal Information as consideration for any services or other items that Dragonfly provides to Customer under the Principal Agreement. Dragonfly shall not have, derive, or exercise any rights or benefits regarding Personal Information Processed on Customer’s behalf, and may use and disclose Personal Information solely for the purposes for which such Personal Information was provided to Dragonfly, as stipulated under the Principal Agreement and this DPA. Dragonfly certifies that it understands the rules, requirements, and definitions of the CCPA and agrees to refrain from Selling any Personal Information Processed hereunder without Customer’s prior written consent, nor taking any action that would cause any transfer of Personal Information to or from DRAGONFLY under the Principal Agreement or this DPA to qualify as a Sale under the CCPA.
Customer shall comply with all applicable laws in connection with the performance of this DPA. As between the Parties, Customer shall be solely responsible for compliance with applicable laws (including Data Protection Laws) regarding the collection and transfer of Customer Personal Data to Dragonfly. Customer agrees not to provide Dragonfly with any special categories of data, as defined in Article 9 of the GDPR, other than as provided in Annex 1 (Details of Processing of Customer Personal Data).
Dragonfly shall take reasonable steps to ensure that access to the Customer Personal Data is limited on a need to know/access basis, and that all Dragonfly personnel receiving such access are subject to confidentiality undertakings or professional or statutory obligations of confidentiality in connection with their access/use of Customer Personal Data.
In relation to the Customer Personal Data, Dragonfly shall implement appropriate technical and organizational measures as identified under Annex 4 (Technical and Organizational Measures) including to the extent appropriate and applicable the measures referred to in Article 32(1) of the GDPR, to establish an appropriate level of security for the Customer Personal Data. Such security has to be sustained throughout the entire duration of this DPA and must aim to (i) ensure the ongoing confidentiality and security of Processing systems and services in connection with the Processing of the Customer Personal Data; and (ii) restore the availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident. In assessing the appropriate level of security, Dragonfly shall consider the risks presented by Processing, paying particular attention to risks arising from a Personal Data Breach.
7.1. Customer authorizes Dragonfly and each Dragonfly Affiliate to appoint (and permit each Sub Processor appointed in accordance with this Section 7 to appoint) Sub Processors in accordance with this Section 7 and any restrictions in the Agreement.
7.2. Dragonfly and each Dragonfly Affiliate may continue to use those Sub Processors already engaged by Dragonfly or any Dragonfly Affiliate as of the date of this DPA as identified in Annex 3 to this DPA (List of Authorized Sub Processors), including for the purpose of cloud hosting services by reputable Sub Processors, as well as any Sub Processors whom Customer requested Dragonfly to use.
7.3. Dragonfly may appoint new Sub Processors and shall give prior notice of the appointment of any new Sub Processor (e.g., by e-mail), whether by general or specific reference to such Sub Processor (e.g., by name or type of service), including relevant details of the Processing to be undertaken by the new Sub Processor. If Customer notifies Dragonfly in writing of any objections (on reasonable grounds) to the proposed appointment within seven (7) days of such notice, Dragonfly shall not appoint the proposed Sub Processor for the Processing of Customer Personal Data until reasonable steps have been taken to address the objections raised by Customer, and Customer has been provided with a reasonable written explanation of the steps taken. Where such steps are not sufficient to relieve Customer’s reasonable objections then Customer or Dragonfly may, by written notice to the other Party, with immediate effect, terminate the Agreement to the extent that it relates to the Services which require the use of the proposed Sub Processor without bearing liability for such termination. Otherwise, Customer shall be deemed to have accepted such appointment.
7.4. With respect to each new Sub Processor, Dragonfly shall:
7.4.1. take reasonable steps (for instance by way of reviewing privacy policies as appropriate) before the Sub Processor first Processes Customer Personal Data, to ensure that the Sub Processor is committed to providing the level of protection for Customer Personal Data required by the Agreement;
7.5.1. ensure that the arrangement between Dragonfly and the Sub Processor is governed by a written contract, including terms which offer a materially similar level of protection for Customer Personal Data as those set out in this DPA and meet the requirements of Data Protection Laws; and
7.6.1. remain fully liable to Customer for the performance of any and all Processing of Customer Personal Data performed by Sub Processor in connection with the specific Processing activities performed by Sub Processor on behalf of Customer.
8.1 Customer shall be solely responsible for compliance with any statutory obligations concerning requests to exercise Data Subject rights under Data Protection Laws (e.g., for access, rectification, deletion of Customer Personal Data, etc.). After considering the nature of the Processing, Dragonfly shall reasonably endeavor to assist Customer insofar as feasible, to fulfil Customer's said obligations with respect to such Data Subject requests, as applicable, at Customer’s sole expense.
8.2 Dragonfly shall:
8.2.1 unless otherwise required under applicable laws, promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and
8.2.2 ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which the Dragonfly is subject, in which case Dragonfly shall, to the extent permitted by Applicable Laws, inform Customer of that legal requirement before it responds to the request.
9.1 Dragonfly shall notify Customer without undue delay upon Dragonfly becoming aware of a Personal Data Breach either affecting or related to Dragonfly’s or Dragonfly’s Affiliates Processing of such Customer Personal Data. In such event, Dragonfly shall provide Customer with information (to the extent in Dragonfly’s possession) to assist Customer to meet any obligations to inform Data Subjects or data protection authorities of the Personal Data Breach under the Data Protection Laws.
9.2 At the written request and sole expense of the Customer, Dragonfly shall reasonably cooperate with Customer and take such commercially reasonable steps as are agreed by the Parties or necessary under Privacy Protection Laws to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
At the written request of the Customer, Dragonfly and each Dragonfly Affiliate shall provide reasonable assistance to Customer, at Customer's expense, with any data protection impact assessments or prior consultations with Supervising Authorities or other competent data privacy authorities, as required under any applicable Data Protection Laws. Such assistance shall be solely in relation to Processing of Customer Personal Data by Dragonfly.
11.1 Subject to Section 11.2 below, Dragonfly shall promptly, but no later than ninety (90) days of the date of cessation of any Services involving the Processing of Customer Personal Data, delete or pseudonymize all copies of such Customer Personal Data, except any copies that are authorized to be retained under this DPA or required to be retained in accordance with applicable law and/or regulation.
11.2 Subject to the Agreement, Dragonfly may retain Customer Personal Data (i) to the extent authorized or required by applicable laws; and (ii) Customer and Customer’s User's contact information, provided that Dragonfly shall ensure the confidentiality of all such Customer Personal Data and shall ensure that it is only Processed for such legal purpose(s).
11.3 Upon Customer’s prior written request, Dragonfly shall provide written certification to Customer that it has complied with this Section 11.
12.1 Upon prior written request from the Customer, subject to Sections 12.2 and 12.3, and only to the extent required under applicable Data Protection Laws, Dragonfly shall coordinate to make available to a reputable independent auditor mandated by Customer such information necessary to reasonably demonstrate compliance with this DPA, and allow for audits, including inspections by such reputable auditor in relation to the Processing of the Customer Personal Data by Dragonfly, provided that such third-party auditor shall be subject to confidentiality obligations.
12.2 Provisions of information and audits shall be at Customer’s sole expense and may only arise under Section 11.1, but only to the extent that the Agreement does not otherwise give Customer any information and audit rights that meet the relevant requirements of the applicable Data Protection Laws. In any event, all audits or inspections shall be subject to the terms of the Agreement, and to Dragonfly's obligations to third parties, including with respect to confidentiality.
12.3 đCustomer shall give Dragonfly reasonable prior written notice of any audit or inspection to be conducted under Section 12.1 and shall not cause (and ensure that each of its mandated auditors does not cause) any damage, injury or disruption to Dragonfly’s premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. Dragonfly need not give access to its premises for the purposes of such an audit or inspection if:
12.3.1 an individual fails to produce reasonable evidence of their identity and authority;
12.3.2 Dragonfly was not given a written notice of such audit or inspection at least 2 weeks in advance;
12.3.3 the audit or inspection takes place outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Customer has given notice to Dragonfly that this is the case before attendance outside those hours begins; or
12.3.4 the audit or inspection is for a premises outside Dragonfly's control (such as data storage farms of Dragonfly's cloud hosting providers).
13.1 Processing of Personal Data shall be carried out by Dragonfly exclusively within the EU / EEA, Switzerland or the United Kingdom, unless otherwise previously and explicitly approved in writing by the Customer. The approval shall be deemed granted for Sub Processors enumerated in the table Annex 3 (List of authorized Sub Processors) attached hereto. Dragonfly undertakes to ensure that the transfer of personal data outside the EU / EEA, Switzerland or the United Kingdom, if applicable, is carried out on the basis of the applicable Standard Contractual Clauses.
13.2 Where one Party is subject to the GDPR and they transfer Personal Data to the other Party who has its place of business in a Third Country, the terms of the transfer between the Parties shall be governed by the EU Standard Contractual Clauses which are incorporated herein by reference and considered duly executed between the Parties upon execution of this DPA, but only to the extent applicable to the transfer. The particular roles of the Parties, the applicable extent, and the relevant modules of the EU Standard Contractual Clauses that will apply to such transfers are defined in Section A of Annex 2 (Standard Contractual Clauses). Section A of Annex 2 includes all necessary information that is required in the Appendix to the EU Standard Contractual Clauses.
13.3 Where one Party transfers Personal Data from the United Kingdom to the other Party who has its place of business in a Third Country, the terms of the transfer between the Parties shall be governed by the UK Addendum that is incorporated herein by reference and considered duly executed between the Parties upon execution of this DPA, as applicable to the transfer. The Parties agree that the UK Addendum is appended to the EU Standard Contractual Clauses as modified (including the selection of modules and disapplication of optional clauses) by Section 13.2 and Section A of Annex 2 (Standard Contractual Clauses). Section B of Annex 2 includes all necessary information that is required in Part 1 of the UK Addendum.
13.4 Where one Party transfers Personal Data from Switzerland to the other Party who has its place of business in a Third Country, the terms of the transfer between the parties shall be governed, to the extent applicable by the Swiss Addendum which is incorporated herein by reference and considered duly executed between the parties upon execution of this DPA. The Parties agree that the Swiss Addendum is appended to the EU Standard Contractual Clauses as modified by Section 13.2 and Section C of Annex 2 (Standard Contractual Clauses). Section C of Annex 2 includes all necessary information that is required in Part 17 of the Swiss Addendum.
14.1 Governing Law and Jurisdiction.
14.1.1 The Parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Principal Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity.
14.1.2 This DPA and all non-contractual or other obligations arising out of or in connection therewith are governed by the laws of the country or territory stipulated for this purpose in the Principal Agreement.
14.2 Order of Precedence. Nothing in this DPA reduces Dragonfly’s obligations under the Agreement in relation to the protection of Personal Data or permits Dragonfly to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Agreement. In the event of any conflict or inconsistency between this DPA and the Principal Agreement, this DPA shall prevail solely with respect to the subject matter of this DPA and solely if such conflict or inconsistency originates from the requirements of Article 28 of the GDPR (except where explicitly agreed otherwise in writing, signed on behalf of the Parties). This DPA is not intended to, and does not in any way limit or derogate from Customer’s own obligations and liabilities towards Dragonfly under the Agreement, and/or pursuant to the GDPR or any law applicable to Customer, in connection with the collection, handling and use of Personal Data by Customer or its Affiliates or other processors or their sub-processors, including with respect to the transfer or provision or Personal Data to Dragonfly and/or providing access thereto to Dragonfly.
14.3 Changes in Data Protection Laws.
14.3.1 Customer may by at least forty-five (45) calendar days' prior written notice to Dragonfly, request in writing any variations to this DPA if they are required, as a result of any change in, or decision of a competent authority under any applicable Data Protection Law, to allow Processing of those Customer Personal Data to be made (or continue to be made) without breach of that Data Protection Law.
14.3.2 If Customer gives notice with respect to its request to modify this DPA under Section 14.3.1.
14.3.2.1 Dragonfly shall make commercially reasonable efforts to accommodate such modification request; and
14.3.2.2 Customer shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Dragonfly to protect the Dragonfly against additional risks, or to indemnify and compensate Dragonfly for any further steps and costs associated with the variations made herein. 1. If Customer gives notice under Section 14.3.1, the Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Customer's notice as soon as is reasonably practicable. In the event that the Parties are unable to reach such an agreement within thirty (30) days, then Customer or Dragonfly may, by written notice to the other Party, with immediate effect, terminate the Agreement to the extent that it relates to the Services which are affected by the proposed variations (or lack thereof).
14.4 Severance. Should any provision of this DPA be deemed invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall either be (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
Details of Processing of Customer Personal Data
This Annex 1 includes certain details of the Processing of Customer authorized user Personal Data as required by Article 28(3) or 28(4) GDPR.
| Data Exporter | Data Importer |
|---|---|
| Name: Customer | Name: Dragonfly |
| Role: | Role: |
Subject Matter and Duration of the Processing of Customer Personal Data. The subject matter and duration of the Processing of the Customer Personal Data are set out in the Agreement.
The Nature and Purpose of the Processing of Customer Personal Data: rendering Services in the nature of as detailed in the Principal Agreement
The types of Customer Personal Data to be Processed are as follows: name, email, If special categories are being transferred, e.g., data concerning a natural person’s health, religion, please explicitly state to what extent and how the consent is being obtained from the users in this regard.
The categories of Data Subjects to whom the Customer Personal Data relates to are as follows:
Employees, customers, vendors.
The obligations and rights of Customer. The obligations and rights of Customer and Customer Affiliates are set out in the Agreement and this DPA.
Standard Contractual Clauses
A. EU Standard Contractual Clauses
For the purposes of the EU Standard Contractual Clauses, the Parties agree on the following:
(i) MODULE ONE and MODULE FOUR language shall be deleted.
(ii) Clause 7 (Docking Clause) does not apply.
(iii) For Clause 9 (Use of sub-processors) (a) (only for MODULE TWO: Transfer controller to processor and MODULE THREE: Transfer processor to processor), Option 1 applies with a 30-day time period. (iv) The optional paragraph under Clause 11 (Redress) (a) does not apply.
(v) For Clause 17 (Governing Law) (only for MODULE TWO: Transfer controller to processor and MODULE THREE: Transfer processor to processor), Option 1 applies. The EU Standard Contractual Clauses shall be governed by the law of Ireland.
(vi) For Clause 18 (Choice of Forum and Jurisdiction), any dispute arising from the EU Standard Contractual Clauses shall be resolved by the courts of Ireland.
The following modules of the EU Standard Contractual Clauses apply to the transfers under this DPA:
☐ MODULE TWO: Transfer controller to processor
☐ MODULE THREE: Transfer processor to processor
For the avoidance of doubt, modules not checked above do not apply to the transfers under this DPA.
| Data Exporter (name, address, contact person and contact details, activities relevant to the data transferred under the EU Standard Contractual Clauses, role): | Customer |
|---|---|
| Data Importer (name, address, contact person and contact details, activities relevant to the data transferred under the EU Standard Contractual Clauses, role): | Dragonfly |
| Categories of data subjects whose personal data is transferred: | See Annex 1 |
| Categories of personal data transferred: | See Annex 1 |
| Special categories of personal data (if applicable): | See Annex 1 |
| The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis): | The Processing is continuous for the duration of the Principal Agreement. |
| Nature of the Processing: | The nature and purpose of Processing of Personal Data for the Controller are defined in the Principal Agreement. |
| Purpose(s) of the data transfer and further processing: | The nature and purpose of Processing of Personal Data for the Controller are defined in the Principal Agreement. |
| The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: | The personal data will be Processed in accordance with this DPA. |
| Competent supervisory authority: | Irland |
| Technical and organizational measures (only for MODULE TWO and MODULE THREE): | See Annex 4 for technical and organizational measures implemented by the data importer. |
| List of sub-processors (only for MODULE TWO and MODULE THREE): | See Annex 3 below. |
B. UK Addendum
| Start date | The execution date of the DPA |
|---|---|
| Addendum EU SCCs | The UK Addendum is appended to the EU Standard Contractual Clauses incorporated by Section 13.2 of the DPA as modified by Section A of Exhibit 3. |
| List of Parties | Data Exporter: See Section A of Annex 2 Data Importer: See Section A of Annex 2 |
| Description of Transfer | See Section A of Annex 2 |
| Technical and Organizational Measures | See Annex 4 below |
| List of Sub processors | See Annex 3 below |
| Ending the UK Addendum when the Approved UK Addendum changes | Neither of the Parties may end the UK Addendum under Section 19. |
C. Swiss Addendum
Insofar as the data transfer under the DPA is governed by the FADP, provided that none of these amendments will have the effect or be construed to amend the Standard Contractual Clauses in relation to the processing of Personal Data under to the GDPR, the following shall apply:
the FDPIC will be the competent supervisory authority, in Annex I.C under Clause 13 of the Swiss Addendum;
the applicable law for contractual claims and place of jurisdiction for actions between the parties under Clauses 17 and 18 of the Standard Contractual Clauses shall be as set forth in the Standard Contractual Clauses, provided that the term “member state” must not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18c;
references to the “GDPR” should be understood as references to the “FADP;” and
where the FADP protects legal entities as data subjects, the Swiss Addendum will apply to data relating to identified or identifiable legal entities.
| Start date | The execution date of the DPA |
|---|---|
| Addendum EU SCCs | The Swiss Addendum is appended to the EU Standard Contractual Clauses incorporated by Section 13.4 of the DPA as modified by Section A of Exhibit 3. |
| List of Parties | Data Exporter: See Section A of Annex 2Data Importer: See Section A of Annex 2 |
| Description of Transfer | See Section A of Annex 2 |
| Technical and Organizational Measures | See Annex 4 below |
| List of Sub processors | See Annex 3 below |
| Ending the Swiss Addendum when the Approved Swiss Addendum changes | Neither of the Parties may end the Swiss Addendum under Section 17. |
List of authorized Sub Processors
| Name of Sub Processor | Services performed by Sub Processor | DPA in place with Sub Processor(yes or no) |
|---|---|---|
| AWS | Hosting, database and server services | Yes |
| Google Cloud | Hosting, database and server services | Yes |
| Vercel | Hosting, database and server services | Yes |
| Google Analytics | Analytics services | Yes |
| Scarf | Analytics services | Yes |
| Hubspot | Analytics services | Yes |
| Grafana | Analytics services | Yes |
| Scytale.ai | Security and compliance services | Yes |
| Sentry.io | Monitoring services | Yes |
| Slack | Workflow, management, and communication services | Yes |
| Help Scout | Workflow, management, and communication services | Yes |
| Google Workspace | Workflow, management, and communication services | Yes |
| Kinde | Authentication services | Yes |
| Stripe | Payment processing services | Yes |
Technical and Organizational Measures
1. Access Control Measures
1.1 Access rights are assigned according to the principle that employees and third-party users are only granted the level of access they need to perform their activities (i.e., the “need-to-know” principle).
1.2 Access rights are granted according to defined (role-based) permission profiles. Processor maintains proper controls for requesting, approving, granting, modifying, revoking and revalidating user access to systems and applications containing Personal Data. Access rights that are no longer required are withdrawn immediately. Access to networks and network services is restricted by technical and physical measures. Access to wireless corporate networks that allow access to Personal Data is protected by personalized authentication.
2. Physical Access Control Measures
Physical secure areas are defined on the basis of information security and data protection requirements and protected against unauthorized access through appropriate physical safeguards.
3. Encryption and Pseudonymization Measures
3.1 Processor uses state-of-the-art, and well-maintained mechanisms to secure end-to-end encryption of data transmitted via public and private communication networks.
3.2 Measures of pseudonymization are implemented to the extent necessary for the Company to uphold its obligations under the Agreement.
4. Protection Measures during Data Storage
4.1 Processor’ uses industry best practices for storing information.
5. Business Continuity Plans and Data Backup Measures
5.1 Processor maintains a business continuity and disaster recovery plan that is consistent with standard business practices.
5.2 Backup data that is intended for off-site storage is encrypted prior to transport.
5.3 Processes or procedures for handling disruptions to Processor’s IT systems and for restoring systems after a disruption have been established to the extent required.
6. Policies and Procedures
Processor maintains policies and procedures that impose obligations on Processor’s employees, agents, and representatives, including supplemental personnel. Such policies and procedures may be periodically reviewed and amended.
7. System and Network Security Measures
Processor will maintain network security measures such as firewalls, remote access control via virtual private networks or remote access solutions, network segmentation, and detection of unauthorized or malicious network activity via security logging and monitoring.
8. Certification
The processor is and shall maintain its SOC 2 Type 2 certification.
9. Regular Testing, Assessing, and Evaluating of TOMs
Processor will maintain measures meant to identify, manage, mitigate, and/or remediate vulnerabilities within their systems, networks, and facilities.