Data Processing Agreement

Version 4.0.0, published on April 1st, 2023.

This Data Processing Agreement ("DPA") forms part of the Services Agreement between StrongDM, Inc. ("StrongDM") and the customer identified in the Services Agreement ("Customer"), for the provision of Services by StrongDM (the "Agreement"), to reflect the parties' agreement with regard to the Processing of Customer Personal Information (as such terms are defined herein).

In the course of providing the Services to Customer pursuant to the Agreement, StrongDM may Process Customer Personal Information on behalf of Customer and the parties agree to comply with the following provisions with respect to such Processing of Customer Personal Information.

1. Definitions

Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

"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 ownership (directly or indirectly) of more than 50% of the voting rights in the applicable entity;

"CCPA" means the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq.

"Customer Group Member" means Customer or any Customer Affiliate;

"Customer Personal Information" means any Personal Information that is provided by Customer to StrongDM or any Subprocessor and Processed by StrongDM or a Subprocessor on behalf of Customer pursuant to the Agreement;

"Data Protection Laws" means all foreign and domestic laws and regulations, including without limitation, all laws and regulations of the European Union ("EU"), the European Economic Area ("EEA") and their Member States, Switzerland and the United Kingdom, and CCPA, in each case, if and to the extent applicable to the Processing of Personal Information under the Agreement;

"GDPR" means EU General Data Protection Regulation 2016/679;

"Personal Information" means information that identifies, relates to, describes, is capable of being associated with, or can reasonably be linked, directly or indirectly, with a particular individual or household or is otherwise defined as "personal information" or "personal data" by applicable Data Protection Laws.

"Subprocessor" means any third party appointed by StrongDM to Process Customer Personal Information on behalf of Customer in connection with the Agreement.

The terms, "Aggregated", "Business", "Controller", "Data Subject", "Deidentified", "Member State", "Processing", "Sale", "Service Provider" and "Supervisory Authority" shall have the same meaning as in the GDPR or the CCPA, as applicable, and their cognate terms shall be construed accordingly.

2. Processing Of Personal Information

2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Customer Personal Information, Customer is the Controller or Business (as applicable), StrongDM is the Processor or Service Provider (as applicable), and that StrongDM will engage Subprocessors pursuant to the requirements set forth in Section 5 below. The parties acknowledge and agree that neither of them has reason to believe that the other party is unable to comply with the provisions of this DPA or otherwise that such party is in violation of any Data Protection Law.

2.2 Customer's Processing of Personal Information. Customer shall not provide Personal Information to StrongDM except as is necessary for StrongDM's performance of Services and unless Customer shall have given the necessary notices and obtained the necessary consents, in each case, from the applicable Data Subjects whose Personal Information is Processed by StrongDM for the Permitted Purposes (defined below). Customer shall not provide StrongDM with any Personal Information defined or treated as sensitive or special categories of personal data under Data Protection Laws without StrongDM's prior written consent. Customer shall, in its use of the Services, Process Customer Personal Information in accordance with the requirements of Data Protection Laws and shall immediately notify StrongDM if Customer is in breach of any Data Protection Law. For the avoidance of doubt, Customer's instructions for the Processing of Customer Personal Information shall comply with Data Protection Laws. As between the parties, Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Personal Information and the means by which Customer acquired Customer Personal Information.

2.3 StrongDM's Processing of Personal Information. StrongDM shall treat Customer Personal Information as confidential and shall only Process Customer Personal Information as necessary to perform its obligations on behalf of and in accordance with Customer's documented instructions for the following permitted purposes (the "Permitted Purposes"): (i) in accordance with the Agreement and applicable order or scope of work (ii) if initiated by Data Subjects in their use of the Services; and/or (iii) to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement and Data Protection Laws.

2.4 No Selling. StrongDM shall not: (a) Sell Customer Personal Information; (b) retain, use or disclose Customer Personal Information for any purpose other than for the Permitted Purposes; or (c) retain, use, or disclose the information outside of the direct business relationship between Service Provider and Customer. StrongDM hereby certifies that it understands the foregoing restrictions and that it shall comply with such restrictions. In no event shall StrongDM Process Customer Personal Information for its own purposes or those of any third party; provided however, StrongDM may utilize Customer Personal Information in Aggregated and/or Deidentified form in connection with StrongDM's ordinary business practices.

2.5 Details of the Processing. The subject-matter of Processing of Customer Personal Information by StrongDM is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Customer Personal Information and categories of Data Subjects Processed under this DPA are further specified in Schedule 1 attached hereto.

2.6 Instructions for Processing. Each Customer Group Member instructs StrongDM to: Process Customer Personal Information; and in particular, transfer Customer Personal Information to any country or territory, as reasonably necessary for the provision of the Services and consistent with the Agreement; and warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in this section.

3. Rights Of Data Subjects

3.1 Data Subject Request. StrongDM shall, to the extent legally permitted, promptly notify Customer if StrongDM receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of or objection to Processing and/or the Sale of information, erasure ("right to be forgotten"), data portability or any other request with respect to Personal Information of the applicable Data Subject as set forth under applicable Data Protection Laws ("Data Subject Request"). Taking into account the nature of the Processing and the Customer Personal Information, StrongDM shall assist Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer's obligation to respond to a Data Subject Request under Data Protection Laws. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request directly, StrongDM shall, upon Customer's written request, exercise reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent StrongDM is legally permitted to do so. To the extent legally permitted, Customer shall be responsible for any out-of-pocket costs, including outside counsel fees and expenses, arising from StrongDM's provision of such assistance.

4. Agency Personnel

4.1 Confidentiality. StrongDM shall ensure that its personnel engaged in the Processing of Customer Personal Information are informed of the confidential nature of the Customer Personal Information and bound by confidentiality obligations, and have received appropriate training regarding the Processing of Customer Personal Information.

4.2 Limitation of Access. StrongDM shall ensure that StrongDM's access to Customer Personal Information is limited to those personnel performing Services in accordance with the Agreement.

4.3 Policies. Certain policies are available for Customer to review as part of StrongDM's standard security package upon written request to Customer's StrongDM Customer Success Manager, at most annually. Security Exhibit.

5. Subprocessors

5.1 Appointment of Subprocessors. With respect to the Processing of Customer Personal Information, each Customer Group Member authorises StrongDM to appoint (and permit each Subprocessor appointed in accordance with this Section 5.1 to appoint) Subprocessors in accordance with this section 5. StrongDM may continue to use those Subprocessors already engaged by StrongDM as of the date of this DPA, subject to StrongDM, as soon as practicable, meeting the obligations set out in this section. StrongDM has entered or will enter into a written agreement with each Subprocessor containing data protection obligations substantially similar to those in this Agreement with respect to the protection of Customer Personal Information to the extent applicable to the nature of the Services provided by such Subprocessor. Alternatively, StrongDM shall ensure that such Subprocessors publicly post comparable policies online.

5.2 Notification of New Subprocessors and Customer's Right to Object. Upon written request from Customer and to the extent required by Data Protection Laws, StrongDM shall give Customer written notice of the appointment of any new Subprocessor, including details of the Processing to be undertaken by the Subprocessor. If, within five (5) business days of receipt of that notice, Customer (acting reasonably and in good faith) notifies StrongDM in writing of any objections to the appointment, StrongDM shall cease disclosing any Customer Personal Information to the proposed Subprocessor until reasonable steps have been taken to address the objections raised by any Customer Group Member and Customer has been provided with notice thereof. Customer acknowledges that its objection to any Subprocessors may frustrate StrongDM's ability to provide the services, and will entitle StrongDM to terminate the Agreement without penalty or liability on account of such termination.

6. Security

6.1 Controls for the Protection of Customer Data. StrongDM shall maintain appropriate technical and organizational measures designed to protect the security (including against unauthorized or unlawful Processing of, and against accidental or unlawful destruction, loss or alteration, unauthorized disclosure of, or access to, Customer Personal Information), confidentiality and integrity of Customer Personal Information; and StrongDM shall monitor compliance with these measures in accordance with its internal information security program.

6.2 Audit; Data Protection Impact Assessment.

6.2.1 Upon written request, StrongDM shall provide Customer with a copy of StrongDM's SOC 2 Report no more than annually. StrongDM shall reasonably cooperate with Customer, in relation to any audit of StrongDM reasonably necessary to enable Customer solely to the extent necessary to comply with its obligations under GDPR and shall seek the equivalent cooperation from relevant Subprocessors. Any such audit shall be (i) at Customer's expense, (ii) subject to a mutually agreed upon scope, (iii) conducted by an independent third party who has signed a nondisclosure agreement with the applicable StrongDM or Subprocessor audited party ("Auditor"), and (iv) subject to the confidentiality obligations set forth in the Agreement. Any information disclosed in connection with such audit shall be the Confidential Information of StrongDM (and/or Subprocessor, as the case may be).

6.2.2 Customer accepts that certain sensitive information in relation to information technology and security will be redacted before being audited and may only be audited in a manner reasonably determined by StrongDM. Customer shall use reasonable endeavours to minimise any disruption caused to the StrongDM's business activities as a result of such audit. No audit shall last more than five (5) business days each time unless a longer period is required to fulfil any request or comply with any requirement of any regulator. Audits shall take place no more than once in any calendar year unless and to the extent that Customer (acting reasonably and in good faith) has reasonable grounds to suspect any material breach of this DPA by StrongDM.

6.2.3 StrongDM shall be entitled to a reasonable time to review any audit report prepared by the Auditor and to consult with the Auditor prior to the report being submitted to Customer. For the avoidance of doubt, all information obtained by Customer pursuant to any audit shall be maintained in confidence by Customer and may not be disclosed to any third party, including, without limitation, any other agents or representatives of Customer, except to the extent necessary to assert or enforce any of Customer's rights under this DPA or if otherwise required to be disclosed by Data Protection Law, by any Supervisory Authority or by a court or other authority of competent jurisdiction. If any such disclosure is so required, Customer agrees to give StrongDM as much advance notice of the disclosure as possible (where notice of disclosure is not prohibited) and Customer shall meaningfully consult with StrongDM (unless legally prohibited from doing so) in relation to the content and scope of the disclosure.

6.2.4 Upon Customer's request, StrongDM shall provide Customer with reasonable cooperation and assistance, at Customer's cost, needed to fulfil Customer's obligation under the GDPR to carry out a data protection impact assessment related to Customer's use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is reasonably available to StrongDM. StrongDM shall provide reasonable assistance to Customer in the cooperation or prior consultation with the applicable Supervisory Authority in the performance of its tasks relating to this Section of this DPA, to the extent required under the GDPR.

7. Customer Data Incident Management And Notification

StrongDM maintains security incident management policies and procedures and shall notify Customer without undue delay and in line with the timelines required by applicable Data Protection Laws after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Information that is transmitted, stored or otherwise Processed by StrongDM or its Subprocessors which results in any actual loss or unauthorized use of Customer Personal Information (a "Data Security Incident"). StrongDM shall make reasonable efforts to identify the cause of such Data Security Incident and take those steps as StrongDM deems reasonably necessary in order to remediate the cause of any such Data Security Incident to the extent the remediation is within StrongDM's reasonable control. StrongDM shall have no liability for costs arising from a Data Security Incident unless caused by StrongDM's breach of the security obligations under section 6 of this DPA or other violation of Data Protection Laws by StrongDM. In the event of a Data Security Incident, Customer shall be responsible for notifying Data Subjects and or Supervisory Authorities. Before any such notification is made, Customer shall consult with and provide StrongDM an opportunity to comment on any notification made in connection with a Customer Data Incident.

8. Return And Deletion Of Customer Data

StrongDM shall, on the written request of Customer and solely to the extent required by Data Protection Laws, return all Customer Personal Information to Customer and/or at Customer's request delete the same from its systems, so far as is reasonably practicable and other than any back-up copies which StrongDM or its Affiliates are required to retain for compliance with applicable laws or regulatory requirements or otherwise pursuant to StrongDM's internal data backup procedures, provided that such copies are kept confidential and secure in accordance with this Agreement.

9. Transfer Mechanisms For Data Transfers

If the Processing of Customer Personal Information includes transfers from the EEA to countries which are deemed to provide inadequate levels of data protection ("Other Countries"), if required by Data Protection Laws, the parties shall (i) execute the Standard Contractual Clauses adopted by the relevant data protection authorities of the EEA, the Member States or the European Commission as set forth on Schedule 2 (if applicable) or (iii) comply with any of the other mechanisms provided for under Data Protection Laws for transferring Customer Personal Information to such Other Countries.

10. Governing Law

Without prejudice to clauses 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the Standard Contractual Clauses, the parties to this DPA hereby submit to the choice of jurisdiction stipulated in the 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; and this DPA and is governed by the laws of the country or territory stipulated for this purpose in the Agreement.

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Schedule 1

Standard Contractual Clauses (Processors)

Controller to Processor

Section I

Clause 1 - Purpose and scope

1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
2. The Parties:
   1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
   2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
   have agreed to these standard contractual clauses (hereinafter: “Clauses”).
3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2 - Effect and invariability of the Clauses

1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3 - Third-party beneficiaries

1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
2. Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
3. Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
4. Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
5. Clause 13;
6. Clause 15.1(c), (d) and (e);
7. Clause 16(e);
8. Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4 - Interpretation

1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5 - Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6 - Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 - OMITTED

Section II - Obligations Of The Parties

Clause 8 - Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

1. The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
2. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
2. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
3. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
4. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9 - Use of sub-processors

1. GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least [Specify time period] in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
3. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10 - Data subject rights

1. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
2. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11 - Redress

1. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
2. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
3. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
2. refer the dispute to the competent courts within the meaning of Clause 18.
4. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
6. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12 - Liability

1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
2. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
5. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13 - Supervision

1. [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

   [Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

   [Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

2. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

Section III - Local Laws And Obligations In Case Of Access By Public Authorities

Clause 14 - Local laws and practices affecting compliance with the Clauses

1. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
2. the laws and practices of the third country of destination- including those requiring the disclosure of data to public authorities or authorising access by such authorities - relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards ;
3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
3. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
5. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15 - Obligations of the data importer in case of access by public authorities

15.1 Notification

1. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
2. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
3. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
4. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
2. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
3. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

Section IV - Final Provisions

Clause 16 - Non-compliance with the Clauses and termination

1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
2. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
   1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
   2. the data importer is in substantial or persistent breach of these Clauses; or
   3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
   In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
4. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
5. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17 - Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18 - Choice of forum and jurisdiction

1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
2. The Parties agree that those shall be the courts of Ireland.
3. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
4. The Parties agree to submit themselves to the jurisdiction of such courts.

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Annex I

Details Of Processing Of Customer Personal Information

This Annex I includes certain details of the Processing of Customer Personal Information as required by Article 28(3) GDPR.

A. List of Parties

Data Exporters

Name:
Customer (as defined in the Services Agreement)

Address:
As provided by Customer in the Services Agreement

Contact person's name, position and contact details:
As provided by Customer in the Services Agreement

Role (controller/processor):
Controller/processor

Data Importers

Name:
StrongDM, Inc.

Address:
20 Park Road, Suite J, Burlingame, CA 94010

Contact person's name, position and contact details:
Craine Runton, Data Protection Officer, dpo@strongdm.com

Role (controller/processor):
Processor

B. Description of Transfer

Data Subjects

The personal data transferred concern the following categories of data subjects:
Customer's authorized personnel with access to the Customer's StrongDM account.

Categories of Data

The personal data transferred concern the following categories of data:
StrongDM limits the amount of personal data that it collects on a customer's users to only that which is necessary for the operation of the StrongDM Platform. This includes:

• First and Last Name
• Business Email Address
• IP Address

Special Categories of Data

The personal data transferred concern the following special categories of data:
StrongDM does not intentionally collect or process any special categories of personal data in the provision of its services.

Frequency of Transfer

The frequency of the transfer:
Continuous

Nature of Processing

The personal data transferred will be subject to the following basic processing activities:
Storage and other processing necessary to provide the Service to Customer pursuant to the Agreement, and to maintain and improve such Service; and/or
Disclosures in accordance with the Agreement and/or as compelled by applicable law.

Period of Data Retention

The period for which the personal data will be retained:
For at least the duration of the Services Agreement between Customer and StrongDM; and
Indefinitely unless a data deletion request is submitted to StrongDM's DPO at the time of termination of the Services Agreement

List of Subprocessors

The list of current Subprocessors in use by StrongDM is available at:
https://security.strongdm.com/subprocessors

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Annex II

Technical And Organisational Measures Including Technical And Organisational Measures To Ensure The Security Of The Data

This Annex forms part of the Clauses, and is incorporated via reference. A description of administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of personal data transmitted to the Services is availble for review at:
https://www.strongdm.com/legal/security-exhibit