Updated March 31st, 2020
1. CCPA PERSONAL INFORMATION PROCESSING
The California Consumer Privacy Act (“CCPA”) grants California residents certain rights regarding the collection of their personal information and imposes various data protection duties on certain entities conducting business in California. Accordingly, this Section 1 shall primarily apply to all Authorized Users that fall within the scope of the CCPA. In all other circumstances, this Section 1 shall apply solely to the extent that Clean.io and a Client have expressly agreed in their Principal Agreement that Clean.io will collect, receive or otherwise process “Personal Information” of California consumers, or Clean.io is aware that it has any such “Personal Information” in its possession despite its intention not to collect or receive such information.
2. GDPR PERSONAL DATA PROCESSING
This Section 2 shall primarily apply to all Authorized Users covered by the EU Data Protection Laws. In all other circumstances, this Section 2 shall apply solely to the extent that Clean.io and a Client have expressly agreed in their Principal Agreement that Clean.io will collect, receive or otherwise process “Personal Data” originating from the European Economic Area, the United Kingdom and Switzerland, or Clean.io is aware that it has any such “Personal Data” in its possession despite its intention not to collect or receive such information.
3. REQUIRED CONSENTS
4. ACCESS REQUESTS
If Clean.io receives a request submitted by a Consumer or Data Subject to exercise a right it has under the CCPA or a EU Data Protection Laws in relation to that Consumer’s Personal Information or that Data Subject’s GDPR Personal Data, respectively, it will provide a copy of the request to the Client. The Client will be responsible for handling and communicating with Consumers and Data Subjects in relation to such requests and, to the extent permitted by applicable law, Clean.io shall not respond to the Data Subject or Consumer.
5. GOVERNMENT REQUESTS
Clean.io shall notify Client of any request for the disclosure of GDPR Personal Data or Personal Information by a governmental or regulatory body or law enforcement authority (including any data protection supervisory authority) unless otherwise prohibited by law or a legally binding order of such body or agency.
6. INTERNATIONAL TRANSFERS
Clean.io is located in the USA. Therefore, any GDPR Personal Data we collect will be collected and stored in the USA. For Users and Authorized Users that are in the EU, EEA, Switzerland or UK, this means that their GDPR Personal Data will be stored in a jurisdiction that offers a level of protection that may, in certain instances, be less protective of their GDPR Personal Data than the jurisdiction the User or Authorized User is typically resident in; provided however that please note that Clean.io adheres to the Standard Contractual Clauses. For this purpose, “Standard Contractual Clauses” means the standard contractual clauses for the transfer of personal data from controllers in the EU to data processors established outside the EU or EEA issued by the European Commission under decision 2010/87/EU attached hereto as EXHIBIT 2, as amended by Section 3.
Clean.io may from time to time use certain subcontractors (i.e., subprocessors) in connection with providing the Services (“Subprocessors”). See our Subprocessor List for more information regarding the specific Subprocessors we use. For the avoidance of doubt, Client hereby approves all applicable Subprocessors identified on our Subprocessor List to the extent applicable to the Services received by Client. Clean.io may update our Subprocessor List from time to time and we recommend for each Client to periodically review the Subprocessor List. By continuing to use our Services after any changes or modifications are made to the Subprocessor List, Client is deemed to have automatically accepted accept the updated Subprocessor List. If a Client (acting reasonably) does not approve of any Subprocessor on the list, they should contact us at firstname.lastname@example.org so we can discuss the basis for the Client’s disapproval and possible alternative Subprocessors.
With respect to all Subprocessors having access to GDPR Personal Data: Client acknowledges that in order for Clean.io to provide the Services it may be necessary for certain Subprocessors to access or otherwise process the GDPR Personal Data outside the EEA, Switzerland or United Kingdom. In those circumstances, Client will only use Subprocessors that have and maintain certification to the EU-U.S. Privacy Shield or that comply with the Standard Contractual Clauses.
8. DATA SECURITY MEASURES
Clean.io follows industry standards on information security management to safeguard sensitive information (such as Personal Information as defined by CCPA and Personal Data as defined by EU Data Protection Laws), including the measures set out in EXHIBIT 3. Our information security systems apply to people, processes and information technology systems on a risk management basis. Without limiting the foregoing, Clean.io shall treat the GDPR Personal Data and all CCPA Personal Information as the Confidential Information of the Client, and shall ensure that any employees or other personnel have agreed in writing to protect the confidentiality and security of such data and information. Upon request by the Client, but no more frequently than once per calendar year (or more frequently if circumstances reasonably require) and only upon ten business days prior written notice, Clean.io shall make available all information reasonably necessary to demonstrate compliance with this DPA.
If Clean.io becomes aware of a security incident involving a Client’s sensitive information, Clean.io will (a) notify the Client of the security incident within 72 hours, (b) investigate the security incident and provide such reasonable assistance to the Client (and any law enforcement or regulatory official) as required to investigate the security incident, and (c) take steps to remedy any non-compliance with this DPA. Notwithstanding the foregoing, because no method of transmission over the Internet, or method of electronic storage, is 100% secure, Clean.io cannot guarantee that unauthorized parties will not gain access to Personal Information processed by the Services. To the extent permitted by applicable law, Clean.io expressly excludes any liability arising from any unauthorized access to Personal Information as defined by CCPA and Personal Data as defined by EU Data Protection Laws.
Depending on the terms of your Principal Agreement, we may in certain circumstances collect, receive or otherwise process Personal Information and/or GDPR Personal Data in connection with use of the Services by a Client’s affiliates. In such cases, the Client will act as a single point of contact for its affiliates with respect to CCPA and GDPR compliance, such that if Clean.io gives notice to the Client, such information or notice will be deemed received by the Client’s affiliates. Client shall be responsible for such affiliates’ compliance with this DPA and all acts and/or omissions by a Client affiliate with respect to Client’s obligations in this DPA shall be considered the acts and/or omissions of Client. The Parties acknowledge and agree that any claims in connection with this DPA (or GDPR or CCPA) will be brought by the Client, whether acting for itself or on behalf of an affiliate.
10. CLIENT AGREEMENTS
Client agrees that it: (i) will comply with its obligations under all applicable data protection laws and related laws with respect to its processing of Client personal information; (ii) will make appropriate use of the Services to ensure a level of security appropriate to the particular content of the Client personal information, such as pseudonymizing or backing-up Client personal information; and(iii) has obtained all consents, permissions and rights necessary applicable data protection laws and related laws for Clean.io to lawfully process Client personal information for the purposes, including, without limitation, Client’s sharing and/or receiving of Client personal information with third-parties via the Services.
11. ENFORCEABILITY OF THIS ADDENDUM
Any provision of this DPA that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invaliding the remaining provisions hereof. The parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute and shall then incorporate such substitute provision into the Principal Agreement.
12. LIMITATION OF LIABILITY
Clean.io’s aggregate liability to its Clients arising from or related to this DPA is subject to the applicable terms and conditions of the Client’s respective Principal Agreement.
Client agrees to indemnify the Processor and its officers, directors, employees, agents, affiliates, successors and permitted assigns (each an “Indemnified Party”, and collectively the “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees and court fees, that are incurred by the Indemnified Parties (collectively, “Losses”) arising out of any third party claim brought against the Processor relating to or arising out any instructions given by the Client to the Processor with respect to processing of Personal Information and/or GDPR Personal Data , any failure to obtain the consents or provide the notices required under Section 3, or any other breach by the Client of any EU Data Protection Laws, the CCPA, or any other applicable privacy law.
EXHIBIT 1: DETAILS OF THE PROCESSING OF GDPR PERSONAL DATA
This EXHIBIT 1 includes certain details of the processing of GDPR Personal Data as required by Article 28(3) of the GDPR.
Subject matter and duration of the Processing of GDPR Personal Data
The duration of the Processing of GDPR Personal Data is the term specified in the Principal Agreement, subject to Section 2(e) of this DPA
The nature and purpose of the Processing of GDPR Personal Data
The types of GDPR Personal Data to be Processed
The categories of data subjects to whom the GDPR Personal Data relates
The obligations and rights of the Client
The obligations and rights of the Client are as set out in this DPA.
EXHIBIT 2: 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 CLEAN.IO (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 organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized 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
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
The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
Clause 7 – Mediation and jurisdiction
Clause 8 – Cooperation with supervisory authorities
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
Clause 12 – Obligation after the termination of personal data-processing services
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 Principal Agreement.
Data importer. The data importer is (please specify briefly activities relevant to the transfer):
Data importer (Clean.io) is a technology and services provider that enables its customers to detect and block malicious software code in order to protect their Internet users.
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 Principal Agreement and this Data Processing Addendum.
Data subjects. The personal data transferred concern the following categories of data subjects (please specify):
End Users of Customer’s websites and Authorized Users (i.e., employees and agents) of Customers
*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):
Set forth in the Principal Agreement. Data importer does not intentionally collect and data exporter does not provide personal data.
Special categories of data (if appropriate). The personal data transferred concern the following special categories of data (please specify):
Processing operations. The Customer Personal Data transferred will be subject to the following basic Processing activities, as further described in the Principal Agreement and the Data Processing Addendum:
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 Principal Agreement and this Data Provider Addendum.
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:
We will revise this in the future if additional countries are applicable.
Sub-processors in use:
See our Sub-Processer list here.
Appendix 2 to the Standard Contractual Clauses
This Appendix forms part of the Clauses and must be completed and accepted by the parties.
Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
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.
EXHIBIT 3: TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES