References
Global Data Protection Agreement
This Data Protection Agreement (“DPA”) supplements any existing and currently valid Reveald Terms and Conditions, Master Purchase Agreement or other similar agreement (each “Agreement”) previously made between Reveald Holdings, Inc. (“Reveald”) and the Customer (defined below) (collectively, the “Parties”), if and to the extent: (i) this DPA is required under Applicable Laws (defined below), and (ii) Reveald Processes Customer Personal Data (both defined below). This DPA supersedes and replaces any prior data protection agreement, or any other prior understanding or agreement, related to the processing of Customer Personal Data in connection with the Agreement.
For avoidance of doubt, signature or other acceptance of this DPA shall be deemed to constitute signature and acceptance of the Standard Contractual Clauses (defined below) incorporated herein including their Exhibits.
This DPA will become legally binding when Customer:
1. Completes the information in the signature box of this DPA;
2. Signs the DPA in the signature box;
3. Sends the signed DPA to Reveald by email to dpa@Reveald.com; AND
4. Reveald has received the validly completed and signed DPA via dpa@Reveald.com.
For avoidance of doubt, signature or other acceptance of this DPA shall be deemed to constitute signature and acceptance of the Standard Contractual Clauses incorporated herein including their Exhibits.
A Reveald countersigned DPA will be returned within the standard general enquiry SLA.
Definitions
1.1 Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement. Except as modified below, the terms of the Agreement shall remain in full force and effect. Cognate terms shall be construed to have the same meaning.
1.1.1 "Applicable Laws" means any laws that regulate the Processing, privacy or security of Customer Personal Data and that are directly applicable to each respective party to this DPA in the context of Reveald Processing Customer Personal Data;
1.1.2 “CCPA” means the California Consumer Privacy Act of 2018 (Cal. Civil Code § 1798.100 et seq.), including, but not limited to, amendments of the CCPA or applicable regulations promulgated by the California Privacy Protection Agency;
1.1.3 "Reveald Affiliate" means an entity belonging to the Reveald group of companies named in Exhibit E as a Reveald Affiliated Subprocessor. The term “Reveald” is inclusive of the applicable Reveald Affiliate when: (i) Applicable Laws require a direct relationship between Reveald Affiliate and the Customer with respect to data protection agreements, and (ii) the Reveald Affiliate Processes Customer Personal Data. Reveald represents that it is duly and effectively authorized (or will be subsequently ratified) to act on the Reveald Affiliate’s behalf;
1.1.3 “Customer” means (i) the person or entity that is indicated below in the signature block, or (ii) if there is no signature block or it is not completed, then Customer is the person or entity that has entered into the Agreement with Reveald. Customer also means a Customer Affiliate when: (i) Applicable Laws require a direct relationship between Reveald and the Customer’s Affiliate with respect to data protection agreements, (ii) Customer is duly and effectively authorized (or subsequently ratified) to act on its Affiliate’s behalf, and (iii) Reveald processes the Affiliate’s Customer Personal Data;
1.1.4 "Customer Personal Data" means any Personal Data Processed by Reveald or a Subprocessor on behalf of the Customer in the provision of the Offerings;
1.1.5 "GDPR" means the General Data Protection Regulation 2016/679 (“GDPR”) and any local laws implementing or supplementing the GDPR;
1.1.6 “Onward Transfer” means any transfer of Customer Personal Data from Reveald to a Subprocessor;
1.1.7 "Restricted Transfer" means any export of Customer Personal Data by Customer to Reveald from its country of origin, either directly or via onward transfer, to a third country in the course of Reveald’s provision of the Offerings under the Agreement that is prohibited under Applicable Laws, unless (a) the destination has been recognized as providing an adequate level of data protection by competent data protection authority, or otherwise in a legally binding way, or (b) Reveald has adopted an appropriate, under Applicable Laws recognized, adequacy mechanism ensuring an adequate level of data protection;
1.1.8 “Standard Contractual Clauses” means the standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR as to the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, available on request from legal@reveald.com, and incorporated herein by reference; and
1.1.9 "Subprocessor" means any contracted service provider (including any third party and Reveald Affiliate but excluding an employee of Reveald or Reveald subcontractors unless specified in an applicable Statement of Work) Processing Customer Personal Data in the course of Reveald’s provisioning of the Offerings set forth in the Agreement.
1.2 The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", “Processor”, "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR. The terms “Exporter” and “Importer” shall have the same meaning as in the Standard Contractual Clauses. The terms “Business,” “Business Purpose,” “Collects,” “Consumer,” “Contractor,” “Person,” “Personal Information,” “Processing,” “Sell,” “Service Provider,” “Share,” and “Third Party” shall have the meaning set forth in the CCPA.
1.3 The following terms in the GDPR and the CCPA are understood and construed to have the same meaning: “Controller” and “Business,” “Data Subject” and “Consumer,” “Processor” and “Service Provider,” “Person” and “Subprocessor,” and “Personal Data” and “Personal Information.”
1.4 The word "include" shall be construed to mean include without limitation.
Processing of Customer Personal Data
2.1 The Parties acknowledge and agree that with regard to the Processing of Customer Personal Data to comply at all times with Applicable Laws, Customer determines the purposes and means of the Processing of Customer Personal Data, and Reveald processes Customer Personal Data on Customer’s behalf in providing the Offerings.
2.2 Reveald shall:
2.2.1 Process Customer Personal Data only on relevant Customer’s documented instructions, as set out in the Agreement, this DPA, including Customer providing instructions via configuration tools and APIs made available by Reveald with the Offerings, and as required by Applicable Laws (the “Documented Instructions”). Any additional or alternate instructions, having an impact to the Offerings must be agreed upon by the Parties separately in writing;
2.2.2 Unless prohibited by Applicable Law, Reveald shall inform the Customer in advance if Reveald determines that: (i) Customer’s instructions conflict with Applicable Laws; or (ii) Applicable Laws require any Processing contrary to the Customer’s instructions;
2.2.3 shall not Sell or Share Customer Personal Data provided to Reveald by the Customer for the Processing except where it does so pursuant to Customer’s instructions; and
2.2.4 shall not combine the Personal Data received from or on behalf of Customer with Personal Data Reveald has received from another Person or has collected from Reveald’s own interaction with a Data Subject, except where the combining of Personal Data is done in order to perform Processing in line with Customer’s instructions, or as otherwise permitted under Applicable Laws.
2.3 Customer shall:
2.3.1 Be responsible for complying with Applicable Laws when making decisions and issuing instructions for the Processing of Customer Personal Data, including securing all permissions, consents or authorizations that may be required; and
2.3.2 Defend and indemnify Reveald, Reveald Affiliates, and Reveald Subprocessors for any claim brought against them arising from an allegation of Customer’s breach of this section, whether by a Data Subject or a government authority. This provision does not diminish Customer or Data Subject’s rights under Applicable Laws related to Reveald’s adherence to its obligations under Applicable Laws. In the event of such a claim, the Parties shall follow the process set forth in the Agreement and if none, then Reveald will: (a) notify Customer of such claim, (b) permit Customer to control the defense or settlement of such claim; provided, however, Customer shall not settle any claim in a manner that requires Reveald to admit liability without Reveald’s prior written consent, and (c) provide Customer with reasonable assistance in connection with the defense or settlement of such claim, at Customer’s cost and expense. In addition, Reveald may participate in defense of any claim, and if Customer is already defending such claim, Reveald’s participation will be at Reveald’s expense.
Personnel
Reveald shall take reasonable steps to:
3.1 Implement appropriate security controls designed to ensure access to Customer Personal Data is strictly limited to those individuals who need to know/access the relevant Customer Personal Data as reasonably necessary for the purposes outlined in this DPA, the Agreement or required under Applicable Laws; and
3.2 Ensure all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
Security
4.1 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, Reveald shall in relation to the Processing of Customer Personal Data maintain appropriate technical and organizational measures as specified in the Agreement and designed to ensure a level of security appropriate to the risk, including, as appropriate, the measures referred to in Applicable Laws.
4.2 In assessing the appropriate level of security, Reveald shall take into account the nature of the data and the Processing activities in assessing the risks posed by a potential Personal Data Breach.
Subprocessing
5.1 To the extent required under Applicable Laws, Customer authorizes Reveald to appoint (and permit each Subprocessor appointed in accordance with this section to appoint) Subprocessors in accordance with this section 6 and any restrictions in the Agreement.
5.2 Reveald may continue to use those Subprocessors already engaged as of the date of this DPA specified in Exhibit E, subject to Reveald in each case meeting the obligations set out in section 5.5.
5.3 Customer agrees to Reveald maintaining and updating its list of Subprocessors online, for the Falcon Platform and Humio as outlined in Exhibit E.
5.4 Reveald shall provide notice of a proposed new Subprocessor to the Customer, at least 30 days prior to Reveald’s use of the new Subprocessor to Process Customer Personal Data, through the applicable Reveald Offering or platform, where Customer may elect to subscribe to such notices. Customers may sign up for email Subprocessor notifications via their Reveald account manager . During the notice period, Customer may object to a change in Subprocessor in writing and Reveald may, in its sole discretion, attempt to resolve Customer’s objection, including providing the Offerings without use of the proposed Subprocessor. If (a) Reveald provides Customer written notice that it will not pursue an alternative, or (b) such an alternative cannot be made available by Reveald to Customer within 90 days of Customer providing notice of its objection, then in either case, and notwithstanding anything to the contrary in the Agreement or order, Customer may terminate the Agreement or order to the extent that it relates to the Offerings which require the use of the proposed Subprocessor.
5.5 With respect to each Subprocessor, to the extent required under Applicable Laws, Reveald shall:
5.5.1 Before the Subprocessor first Processes Customer Personal Data (or, where relevant, in accordance with section 5.2), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Customer Personal Data required by Applicable Laws, this DPA and the Agreement;
5.5.2 Ensure that the arrangement between Reveald and Subprocessor is governed by a written contract which offers substantially the same level of protection for Customer Personal Data as required by this DPA and Applicable Laws, including Customer’s ability to protect the rights of Data Subjects in the event Reveald is insolvent, liquidated or otherwise ceases to exist;
5.5.3 Apply an adequacy mechanism recognized by Customer’s Supervisory Authority as ensuring an adequate level of data protection under Applicable Laws where Subprocessor’s Processing of Customer Personal Data involves a Restricted Transfer;
5.5.4 Maintain copies of the agreements with Subprocessors as Customer may request from time to time. To the extent necessary to protect Confidential Information, Reveald may redact the copies prior to sharing with Customer; and
5.5.5 Notify Customer of Subprocessor’s relevant failure to comply with obligations set out by Applicable Laws and this DPA where Reveald has received notice of such.
Data Subject Rights
6.1 Customer represents and warrants to provide appropriate transparency to any Data Subjects concerned of Reveald’s Processing of Customer Personal Data and respond to any request filed by Data Subjects as required under Applicable Laws.
6.2 Taking into account the nature of the Customer Personal Data Processing, Reveald shall:
6.2.1 Not respond to the Data Subject request itself or by Subprocessor unless required by Applicable Laws;
6.2.2 Notify Customer without undue delay if Reveald or any Subprocessor receives a request from a Data Subject under any Applicable Laws in respect to Customer Personal Data; and
6.2.3 Reasonably assist Customer through appropriate technical and organizational measures to fulfill Customer’s obligation to respond to Data Subject requests arising under Applicable Law, and where Customer is unable to respond to Data Subject requests through the information available by the Offerings; and, use, or disclose the Customer Personal Data outside of the relationship between Reveald and Customer or for a purpose other than outlined in the Agreement to the extent required by Applicable Laws.
Personal Data Breach
7.1 Upon Reveald becoming aware of any Personal Data Breach affecting Customer Personal Data, Reveald shall without undue delay, and within the timeframes required by Applicable Laws, notify Customer of such Personal Data Breach. To the extent known, Reveald shall provide Customer with sufficient information to meet obligations under Applicable Laws to report or inform Data Subjects of such Personal Data Breach.
7.2 Reveald shall cooperate with Customer and take commercially reasonable steps to assist in the investigation, mitigation, and remediation of such Personal Data Breach.
Obligations to Assist Customer
Taking into account the nature of the Processing and information available to Customer in each case solely in relation to Reveald’s Processing of Customer Personal Data, Reveald shall provide reasonable assistance to Customer with any:
8.1 Necessary data protection impact assessments required of Customer by Applicable Laws;
8.2 Consultation with or requests of a competent data protection authority;
8.3 Inquiries about Reveald’s Processing of Customer Personal Data pursuant to the Agreement and this DPA.
Deletion of Customer Personal Data
9.1 Processing of Customer Personal Data by Reveald shall only take place for the duration specified in Exhibit A.
9.2 At the end of the duration specified in Exhibit A or upon termination of the Offerings and pursuant to the Agreement:
9.2.1 Customer Personal Data will be deleted within 90 days of the Offerings being deprovisioned unless the retention of Customer Personal Data is required under Applicable Laws.
9.2.2 Upon Customer’s written request, Reveald shall:
9.2.2.1 Make Customer Personal Data available for return to Customer where such a request has been made prior to deletion by reasonably providing Customer with a means to retrieve Customer Personal Data from the Offerings; and
9.2.2.2 Provide a written certification of deletion of Customer Personal Data to Customer.
Audit Rights
10.1 Subject to sections 10.2 to 10.4, Reveald shall make available to Customer on request information necessary to demonstrate compliance with Applicable Laws and this DPA.
10.2 To the extent required by Applicable Laws, Reveald shall contribute to audits by Customer or an independent auditor engaged by the Customer, that is not a competitor of Reveald, in relation to the Processing of the Customer Personal Data.
10.3 Information and audit rights of the Customer only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Applicable Laws.
10.4 Notwithstanding the foregoing, Reveald may exclude information and documentation that would reveal the identity of other Reveald customers or information that Reveald is required to keep confidential. Any information or records provided pursuant to this assessment process shall be considered Reveald’s Confidential Information and subject to the Confidentiality section of the Agreement.
Restricted Transfers from jurisdictions requiring safeguards to cross-border data transfer
11.1 Where, in the use of the Offerings or performance of the Agreement, Customer directly, indirectly or via Onward Transfer makes a Restricted Transfer of Customer Personal Data originating from the EEA, Israel, Switzerland and/or the United Kingdom (“UK”) to a third country, not determined by the European Commission, on the basis of Article 45 of the GDPR, or another competent supervisory authority under Applicable Laws, offering an adequate level of data protection, and where Reveald has not adopted another legally sufficient adequacy mechanism and provided notice to the Customer, the Standard Contractual Clauses will be incorporated into this DPA and shall apply as follows:
11.1.1 The Parties acknowledge and agree:
11.1.1.1 Reveald will be a Data Importer acting as Processor of Customer Personal Data (or Subprocessor, as the context below requires) to a Restricted Transfer.
11.1.1.2 Where Customer will be a Data Exporter acting as Controller, Module 2 (Controller to Processor) will apply to a Restricted Transfer.
11.1.1.3 Where Customer will be a Data Exporter acting as a Processor, Module 3 (Processor to Processor) will apply to a Restricted Transfer. Taking into account the nature of the Processing, Customer agrees that it is unlikely that Reveald will know the identity of Customer’s Controllers because Reveald has no direct relationship with Customer’s Controllers and therefore, Customer will fulfill Reveald’s obligations to Customer’s Controllers under the Module 3 (Processor to Processor) Clauses.
11.1.1.4 Where Reveald will be Data Importer Processing Customer Personal Data in its own discretion as Controller in the provisioning of the Offerings agreed, e.g., for administering the Agreement, Module 1 (Controller to Controller) will apply to the relationship between Customer (Data Exporter) and Reveald (Data Importer).
11.1.2 Clause 8.1 (Instructions). The Parties acknowledge that Customer’s instructions may not conflict with the Offerings. Any additional or alternate instructions, having impact to the Offerings, must be agreed upon separately between the Parties. The following is a mutually agreed instruction: (a) Processing of Customer Personal Data in accordance with the Agreement and any applicable orders; (b) Processing initiated by users in their use of the Reveald Offerings, and (c) Processing to comply with other reasonable documented instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.
11.1.3 Clause 8.5 (Duration of processing and erasure or return of data). Customer acknowledges and expressly agrees that the process described in Section 9 of the DPA shall govern the fulfillment of requirements related to data erasure and return of Customer Personal Data.
11.1.4 Clause 8.9(c, d) (Audit). The Parties agree the audits described in Clause 8.9(c, d) shall be carried out in accordance with Section 10 of this DPA. To the extent Clause 8.9(c, d) additionally requires Reveald’s facilities be submitted for inspection, Customer may contact Reveald through prior written notice to request an on-site audit of the procedures relevant to the protection of Customer Personal Data. Customer shall reimburse Reveald for any time expended for any such on-site audit at Reveald’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and Reveald shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Customer shall be responsible. Customer shall promptly notify Reveald with information regarding any non-compliance discovered during the course of an audit. In order to align efforts and to keep actions consistent, Customer shall be the relevant body carrying out audits towards Reveald for itself and Controllers, where Customer acts as a Processor under the instruction of a Controller Reveald has no direct relationship with.
11.1.5 Clause 9 (Use of sub-processors). The Parties agree to and choose option 2 (General written authorization) and specify the time period set forth in Section 5 of this DPA while Customer further acknowledges and agrees that Reveald may engage existing Subprocessors (Exhibit E), and new Subprocessors as described there. Where Customer is a Processor to Customer Personal Data, Customer agrees and warrants to be duly authorized to receive and pass on information about Reveald’s new Subprocessor engagement to Controllers with whom Reveald has no direct relationship, assisting Reveald to meet its obligation under Clause 9 towards the Controllers. Customer acknowledges that Reveald maintains an up-to-date List of Subprocessors online as outlined in Exhibit E.
11.1.6 Clause 11(a) (Redress). The Parties agree that the option provided shall not apply.
11.1.7 Clause 13 (Supervision). The options in Clause 13 will be selected in line with the Customer’s establishment.
11.1.8 Clause 17 (Governing law). The Parties agree to and choose Option 2; where such law does not allow for third-party beneficiary rights, the Parties agree that this shall be the law of the Netherlands.
11.1.9 The Exhibits A to E of this DPA substitutes the Annexes I to III required under the Standard Contractual Clauses providing the mandatory information under Applicable Laws.
11.1.10 Where the Restricted Transfer concerns Customer Personal Data originating from Switzerland, in line with the Swiss Federal Data Protection and Information Commissioner’s statement as of August, 27, 2021, the following additional requirements shall apply to the extent the Customer Personal Data transferred is exclusively subject to the Swiss Data Protection Act (FADP) or to both the FADP and the GDPR: (i) 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 18 (c) of these Standard Contractual Clauses. (ii) Insofar as the data transfers underlying these Standard Contractual Clauses are exclusively subject to the FADP, references to the GDPR are to be understood as references to the FADP. Insofar as the data transfers underlying these Standard Contractual Clauses are subject to both the FADP and the GDPR, the references to the GDPR are to be understood as references to the FADP insofar as the data transfers are subject to the FADP. (iii) Until the revised Swiss Data Protection Act (rev. FADP) enters into force, the provisions of these Standard Contractual Clauses and all Exhibits also protect any Customer Personal Data to the extent that these provisions are applicable to them under Applicable Swiss Laws.
11.1.11 Where the Restricted Transfer concerns Customer Personal Data originating from the UK, the Standard Contractual Clauses will apply subject to the conditions set out by the United Kingdom Information Commissioner Office’s (“ICO”) International Data Transfer Addendum to the Standard Contractual Clauses (“IDTA”) that shall be incorporated herein by reference. The Parties acknowledge and agree that:
11.1.11.1 Table 1 of the IDTA: The party details and contact information in Table 1 of the UK SCCs shall be the party details and contact information as set out in Exhibit B of the DPA. The start date shall be the effective date of the DPA.
11.1.11.2 Table 2 of the IDTA: the Standard Contractual Clauses agreed in this DPA sets out the version of the EU SCCs to which this UK Addendum is appended to, including the selected modules, clauses, optional provisions and Appendix Information.
11.1.11.3 Table 3 of the IDTA: “Appendix Information” means the information which must be provided for the selected modules as set out in the Exhibit A to E of this DPA (other than the Parties), and which for this UK Addendum is set as follows: I. Exhibit A (Description of Processing and Transfer) II. Exhibit B (List of Parties) III. Exhibit C (Competent Supervisory Authority) IV. Exhibit D (Technical and Organizational Measures) V. Exhibit E (List of Sub processors, if any).
11.1.11.4 Table 4 of the IDTA: the Parties agree that neither the Importer nor the Exporter may end the UK Addendum as set out in Section 19.
11.2 Where the Restricted Transfer concerns Customer Personal Data originating from Argentina, the standard contractual clauses made under Regulation No. 60-E/2016, and available on request from legal@reveald.com , will be incorporated into this DPA by reference and shall apply to the extent required under Applicable Laws and where this DPA does not provide adequate safeguards. 11.3 Where the Restricted Transfer concerns Customer Personal Data originating from another jurisdiction requiring certain privacy safeguards, standard contractual clauses, or any other contractual privacy provisions, not provided through this DPA, the Standard Contractual Clauses will be incorporated into this DPA by reference and shall apply to the extent required under Applicable Laws and where this DPA does not provide adequate safeguards. In such case, the Standard Contractual Clauses, shall apply as follows: (i) Any terms applicable to the GDPR must not be interpreted in such a way as to exclude data subjects from the respective jurisdiction from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of these Standard Contractual Clauses. (ii) Insofar as the data transfers underlying these Standard Contractual Clauses are exclusively subject to the Applicable Law of the respective jurisdiction, references to the GDPR are to be understood as references to this Applicable Law of the respective jurisdiction. Insofar as the data transfers underlying these Standard Contractual Clauses are subject to both the FADP and the GDPR, the references to the GDPR are to be understood as references to the Applicable Law of the respective jurisdiction insofar as the data transfers are subject to the Applicable Law of the respective jurisdiction. For the avoidance of any doubt, by applying the Standard Contractual Clauses in this event, the Parties do not intend to grant third-party beneficiary rights to Data Subjects under the Standard Contractual Clauses when Data Subjects concerned would not otherwise benefit from such rights under the Applicable Laws or this DPA.
General Terms Governing law and jurisdiction
12.1 The Parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity. Where, in line with section 11 of this DPA the Standard Contractual Clauses apply, and it is required under Applicable Laws, for disputes arising the governing law and jurisdiction are stipulated in Clause 17 of the Standard Contractual Clauses. Order of precedence
12.2 Any conflict between the terms of the Agreement and this DPA related to the processing of Customer Personal Data are resolved in the following order of priority: (1) the Standard Contractual Clauses (where applicable and materially affecting the adequacy of the Restricted Transfer); (2) this DPA; (3) the Agreement. For the avoidance of doubt, provisions in this DPA, that merely go beyond the Standard Contractual Clauses without contradicting them, shall remain valid. The same applies to conflicts between this DPA and the Agreement where this DPA shall only prevail regarding the Parties’ Personal Data protection obligations.
12.3 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, should this not be possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein. The foregoing shall also apply if this DPA contains any omission.
12.4 Notwithstanding sections 12.2 and 12.3, the terms of the Agreement shall remain in full force and effect.
12.5 For the avoidance of doubt, by applying the provisions of this DPA, the Parties do not intend to grant third-party beneficiary rights to Data Subjects under this DPA when those Data Subjects would not otherwise benefit from such rights under the Applicable Laws. Limitation of Liability
12.6 Unless required by Applicable Laws, Customer shall exercise any right or seek any remedy on behalf of itself, its Affiliates, and any other Controller that Customer instructs Reveald to process Customer Personal Data for under this DPA (collectively, the “Customer Parties”). Customer shall exercise any such rights or seek any such remedies in a combined manner for all Customer Parties together, rather than separately for each entity individually. To the maximum extent allowed by Applicable Laws, the limitations of liability and any exclusions of damages set forth in the Agreement govern the aggregate liability for all Customer Parties’ claims arising out of or related to this DPA, and/or the Agreement against Reveald and any Reveald Affiliate(s). These limitations of liability and exclusions of damages apply to all claims, whether arising under contract, tort or any other theory of liability, and any reference to the liability of Reveald means the aggregate liability of Reveald and all Reveald Affiliates together for claims by Customer and all other Customer Parties.
12.7 To the extent required by Applicable Laws, (i) this section is not intended to modify or limit the Parties’ liability for Data Subject claims made against a Party where there is joint and several liability, or (ii) limit either Party's responsibility to pay penalties imposed on such Party by a regulatory authority.
The Parties by their duly authorized representatives have executed this DPA to be effective as of the Effective Date.
EXHIBIT A - DESCRIPTION OF PROCESSING AND TRANSFER OF CUSTOMER PERSONAL DATA
This Exhibit A includes certain details of the Processing and Restricted Transfer of Customer Personal Data as required by Article 28(3) GDPR and the Standard Contractual Clauses.
Subject matter, nature and duration of the Processing / transfer of Customer Personal Data
The subject matter, nature and duration of the Processing and the transfer of the Customer Personal Data are set out in the Agreement and this DPA, and depend on the nature and scope of the Offerings, manner of receipt, collection, storage, use, dissemination (towards Subprocessors in line with the Agreement and this DPA), retention and erasure of Customer Personal Data, and Customer’s Documented Instructions.
Purpose for which the Personal Data is Processed / transferred on behalf of the Customer
The purposes of the Processing and transfer of the Customer Personal Data is to enable Reveald and Reveald’s Subprocessor to provision and deliver the Offerings and perform its obligations as set forth in the Agreement, this DPA, and Customer’s Documented Instructions or as otherwise agreed by the Parties in mutually executed written form.
Categories of Personal Data Processed / Transferred including sensitive Personal Data
The Customer, rather than Reveald, determines which categories of Personal Data exist and will be disclosed to and Processed by Reveald in the provisioning of the Offerings because (i) Customer’s infrastructure (e.g., endpoint, virtual machine and cloud environments) is unique in configurations and naming conventions, (ii) Reveald enables the Customer to configure settings in the Offerings, and (iii) Customer controls (such as via deployment, configuration, and submission) which Customer Content is uploaded, or is collected by, the Reveald Offerings or the Reveald Tools.
Categories of Data Subjects whose Personal Data is Processed
The Customer, rather than Reveald, determines which Data Subjects’ Personal Data is Processed by Reveald through the Customer Content put into, or collected by, the Reveald Offerings or the Reveald Tools.
Frequency of the Transfer of Personal Data
Taking into account Reveald’s Customer Personal Data Processing including the manner of receipt, collection, storage, and use of Customer Personal Data, the frequency of the transfer of Customer Personal Data depends on the nature and scope of the Offerings agreed to under the Agreement, the Customer’s Documented Instructions and Reveald’s need to transfer Personal Data for the performance of the Services. Consequently, transfers may happen on either a continuous or one-off basis, until the termination of the Agreement.
Period for which the Personal Data will be Retained, or Criteria Used to Determine that Period
As set out in the Agreement, this DPA and Customer’s Documented Instructions.
Subject Matter, Nature and Duration of the Processing with respect to Transfers to Subprocessors
Reveald maintains an up-to-date list of Sub-processors including name, contact details, processing and address which can be obtained from your Reveald account manager. The Duration of the Processing of Customer Personal Data with respect to transfers to Subprocessors is consistent with the Agreement and this DPA.
EXHIBIT B - LIST OF PARTIES
Data Exporter
Name: Customer
Address: As specified in the Agreement
Contact person’s name, position and contact details: As specified in the signature box of this DPA
Activities relevant to the data transferred under these Clauses: As specified in Exhibit A
Role: Controller and/or, to the extent applicable, Processor
Data Importer
Name: Reveald Inc.
Address: As specified in the Agreement
Contact person’s name, position and contact details: VP of Privacy, mailto:privacy@reveald.com
Activities relevant to the data transferred under these Clauses: As detailed in Exhibit A to this DPA and the Agreement
Role: Processor and/or, to the extent applicable, Controller
EXHIBIT C - COMPETENT SUPERVISORY AUTHORITY
Where Customer makes a Restricted Transfer of Customer Personal Data originating from the EEA, the competent Supervisory Authority shall be determined in accordance with Clause 13 of the Standard Contractual Clauses.
Where Customer makes a Restricted Transfer of Customer Personal Data originating from Switzerland, and the Standard Contractual Clauses apply, the competent supervisory authority shall be the Swiss Federal Data Protection and Information Commissioner with respect to the Customer Personal Data originating from Switzerland.
Where Customer makes a Restricted Transfer of Customer Personal Data originating from the UK, and the Standard Contractual Clauses apply, the competent supervisory authority shall be the ICO with respect to the Customer Personal Data originating from the UK.
Where Customer makes a Restricted Transfer of Customer Personal Data originating from another jurisdiction requiring the determination of the competent supervisory authority under Applicable Laws, the competent supervisory authority shall be determined by Applicable Laws.
EXHIBIT D - TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
1. Governance
a. Assign to an individual or a group of individuals appropriate roles for developing, coordinating, implementing, and managing Reveald’s administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Personal Data
b. Use of data security personnel that are sufficiently trained, qualified, and experienced to be able to fulfill their information security-related functions
2. Risk Assessment
a. Conduct periodic risk assessments designed to analyze existing information security risks, identify potential new risks, and evaluate the effectiveness of existing security controls
b. Maintain risk assessment processes designed to evaluate likelihood of risk occurrence and material potential impacts if risks occur
c. Document formal risk assessments d. Review formal risk assessments by appropriate managerial personnel
3. Information Security Policies
a. Create information security policies, approved by management, published and communicated to all employees and relevant external parties.
b. Review policies at planned intervals or if significant changes occur to ensure its continuing suitability, adequacy, and effectiveness.
4. Human Resources Security
a. Maintain policies requiring reasonable background checks of any new employees who will have access to Personal Data or relevant Reveald Systems, subject to local law
b. Regularly and periodically train personnel on information security controls and policies that are relevant to their business responsibilities and based on their roles within the organization
5. Asset Management
a. Maintain policies establishing data classification based on data criticality and sensitivity
b. Maintain policies establishing data retention and secure destruction requirements
c. Implement procedures to clearly identify assets and assign ownership
6. Access Controls
a. Identify personnel or classes of personnel whose business functions and responsibilities require access to Personal Data, relevant Reveald Systems and the organization’s premises
b. Maintain controls designed to limit access to Personal Data, relevant Reveald Systems and the facilities hosting the Reveald Systems to authorized personnel
c. Review personnel access rights on a regular and periodic basis
d. Maintain physical access controls to facilities containing Reveald Systems, including by using access cards or fobs issued to Reveald personnel as appropriate
e. Maintain policies requiring termination of physical and electronic access to Personal Data and Reveald Systems after termination of an employee
f. Implement access controls designed to authenticate users and limit access to Reveald Systems
g. Implement policies restricting access to the data center facilities hosting Reveald Systems to approved data center personnel and limited and approved Reveald personnel
h. Maintain dual layer access authentication processes for Reveald employees with administrative access rights to Reveald Systems
7. Cryptography
a. Implement encryption key management procedures
b. Encrypt sensitive data using a minimum of AES/128 bit ciphers in transit and at rest
8. Physical Security
a. Require two factor controls to access office premises
b. Register and escort visitors on premises
a. Perform periodic network and application vulnerability testing using dedicated qualified internal resources
9. Operations Security
a. Perform periodic network and application vulnerability testing using dedicated qualified internal resources
b. Contract with qualified independent 3rd parties to perform periodic network and application penetration testing
c. Implement procedures to document and remediate vulnerabilities discovered during vulnerability and penetration tests
10. Communications Security
a. Maintain a secure boundary (e.g. using firewalls and network traffic filtering) b. Require internal segmentation to isolate critical systems from general purpose networks c. Require periodic reviews and testing of network controls
11. System Acquisition, Development and Maintenance
a. Assign responsibility for system security, system changes and maintenance
b. Test, evaluate and authorize major system components prior to implementation
12. Supplier Relationships
Periodically review available security assessment reports of vendors hosting the Reveald Systems to assess their security controls and analyze any exceptions set forth in such reports
13. Information Security Breach Management
a. Monitor the access, availability, capacity and performance of the Reveald Systems, and related system logs and network traffic using various monitoring software and services
b. Maintain incident response procedures for identifying, reporting, and acting on Security Breaches
c. Perform incident response table-top exercises with executives and representatives from across various business units d. Implement plan to address gaps discovered during exercises
e. Establish a cross-disciplinary Security Breach response team
14. Business Continuity Management
a. Design business continuity with goal of 99.9% uptime SLA
b. Conduct scenario based testing annually
15. Compliance
Establish procedures designed to ensure all applicable statutory, regulatory and contractual requirements are adhered to
EXHIBIT E - LIST OF SUBPROCESSORS
Reveald maintains an up-to-date list of Subprocessors which can be obtained by request from your Reveald Account Manager.