Data Processing Agreement
Data Processing Agreement
Last Updated: September 20, 2021
This Data Processing Addendum (“DPA“), forms a part of the Strigo Terms of Service, or any other agreement pertaining to the delivery of the Services, including without limitation the Subscription Services Agreement and any “Order Form” or “Sales Order” (the “Agreement“) between Strigo Inc. (“Strigo“) and the Customer named in such Agreement to reflect the parties’ agreement with regard to the Processing of Personal Data (as those terms are defined below) by Strigo, on behalf of Customer.
In the course of providing the Services under the Agreement, Strigo and/or its Affiliates may Process certain Personal Data on behalf of Customer and where Strigo and/or its Affiliates Process such Personal Data on behalf of Customer, the Parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.
By signing the DPA, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Controller Affiliates (as those terms are defined below). For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Controller Affiliates.
If the entity signing this DPA is not a party to an effective Agreement with Strigo, this DPA shall not be valid or legally binding. In the event of a conflict between the terms and conditions of this DPA and the Agreement, the terms and conditions of this DPA shall supersede and control to the extent of such conflict.
All capitalized terms not defined herein shall have the meaning set forth 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 direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Anonymous Data” means Personal Data that has been processed in such a manner that it can no longer be attributed to an identified or identifiable natural person.
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et. seq.,
and its implementing regulations.
“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
“Controller Affiliate” means any of Customer’s Affiliate(s) (a) (i) that are subject to applicable Data Protection Laws of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (ii) permitted to use the Services pursuant to the Agreement between Customer and Strigo, but have not signed their own Order Form and are not a “Customer” as defined under the Agreement, (b) if and to the extent Strigo processes Personal Data for which such Affiliate(s) qualify as the Controller.
“Data Protection Laws” means all laws and regulations, including laws and binding regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.
“Data Subject” means the identified or identifiable person to whom Personal Data relates. Data Subjects include the individuals about whom data is provided to Strigo via the Services by or at the direction of the Customer, including natural persons who submit personal data to Customer via use of the Services (including Learners and Trainers/Customer personnel and all Course communication hosted by Strigo on behalf of Customer).
“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
“Personal Data” means any information relating to Data Subject which Processor Processes on behalf of Controller other than Anonymous Data, and includes Sensitive Personal Information.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored, or otherwise processed.
“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Processor” means the entity which Processes Personal Data on behalf of the Controller.
“Sensitive Personal Information” means a Data Subject’s (i) government-issued identification number (including social security number, driver’s license number or state-issued identification number); (ii) financial account number, credit card number, debit card number, credit report information, with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account; (iii) genetic and biometric data or data concerning health; or (iv) Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, sexual orientation or sexual activity, criminal convictions and offences (including commission of or proceedings for any offense committed or alleged to have been committed), or trade union membership.
“Standard Contractual Clauses” means the standard contractual clauses and related annexes and appendices available at https://www.strigo.io/standard-contractual-clauses/, pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection as amended, superseded or replaced from time to time in accordance with this DPA; and (ii) when outside of the European Economic Area, pursuant to the standard contractual clauses approved by the Supervisory Authority as defined by applicable Data Protection Laws as such standard contractual clauses may be amended, superseded or replaced from time to time in accordance with this DPA.
“Sub-processor” means any entity engaged by Strigo to Process Personal Data in connection with the Services.
“Supervisory Authority“ means an independent public authority responsible for monitoring the application of applicable Data Protection Laws, including the Processing of Personal Data covered by this DPA.
PROCESSING OF PERSONAL DATA
2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller and Strigo is the Processor.
2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services and provision of instructions, Process Personal Data in accordance with the requirements of applicable Data Protection Laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.
2.3 Strigo’s Processing of Personal Data. As Customer’s Processor, Strigo shall only Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Customer personnel in their use of the Services; and (iii) Processing to comply with other reasonable instructions provided by Customer (e.g., via email) that are consistent with the terms of the Agreement (individually and collectively, the “Purpose“). Strigo acts on behalf of and on the instructions of Customer in carrying out the Purpose.
2.4 Details of the Processing. The subject-matter of Processing of Personal Data by Strigo is as described in the Purpose in Clause 2.3 above. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Exhibit A (Description of Processing Activities) to this DPA.
2.5 CCPA Standard of Care; No Sale of Personal Data. Strigo certifies that it understands the rules, requirements, and definitions of the CCPA and agrees to refrain from selling (as such terms is defined in the CCPA) any Personal Data Processed hereunder, without Customer’s prior written consent, nor taking any action that would cause any transfer of Personal Data to or from Strigo under the Agreement or this DPA to qualify as “selling” such Personal Data under the CCPA.
RIGHTS OF DATA SUBJECTS
3.1 Data Subject Requests. Strigo shall, to the extent legally permitted, promptly notify Customer if Strigo receives any requests from a Data Subject to exercise the following Data Subject rights in relation to Personal Data: access, rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, objection to the Processing, or to not be subject to an automated individual decision making (each, a “Data Subject Request“). Taking into account the nature of the Processing, Strigo shall assist Customer by 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 applicable 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, Strigo shall, upon Customer’s request, provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Strigo is legally permitted to do so and the response to such Data Subject Request is required under applicable Data Protection Laws. To the extent legally permitted, Customer shall be responsible for any costs arising from Strigo’s provision of such assistance, including any fees associated with provision of additional functionality.
4.1 Appointment of Sub-processors. Customer acknowledges and agrees that Strigo’s Affiliates may be retained as Sub-processors, and Strigo and its Affiliates may engage third-party Sub-processors in connection with the provision of the Services. As a condition to permitting a third-party Sub-processor to Process Personal Data, Strigo will enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the Services provided by such Sub-processor.
4.2 Current Sub-processors and Notification of New Sub-processors. A list of Sub-processors for the Services, as in effect from time to time, may be found at https://strigo.and.together.agency/subprocessors/. Strigo shall notify Customer in writing of any new Sub-processor before authorizing such new Sub-processor to Process Personal Data.
4.3 Objection Right for new Sub-processors. Customer may reasonably object to the Processing of Customer’s Personal Data by a new Sub-processor, by reasonable and explained grounds, by providing a written objection to firstname.lastname@example.org, within five (5) business days after receipt of Strigo’s notice in connection therewith. If Customer timely sends Strigo a written objection notice, the parties will make a good faith effort to resolve Customer’s objection. In the absence of a resolution, Strigo will use commercially reasonable efforts to provide Customer with the same level of Services, without using such new Sub-processor to Process Customer’s Personal Data. If Strigo is unable to do so, either party may terminate without penalty the applicable Order Form(s) with respect only to those Services which cannot be provided by Strigo without the use of the objected-to new Sub-processor by providing written notice to Strigo. Strigo will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.
4.4 Liability. Strigo shall be liable for the acts and omissions of its Sub-processors to the same extent Strigo would be liable if performing the Services of each Sub-processor directly under the terms of this DPA.
SECURITY OF PERSONAL DATA
5.1 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, Processor shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of Processing Personal Data, including, but not limited to, the security measures set out in Appendix 2 to the Standard Contractual Clauses.
5.2 The Processor shall implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:
5.2.1 the pseudonymisation and encryption of personal data;
5.2.2 the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
5.2.3 the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
5.2.4 a process for regularly testing, assessing and evaluating the effectiveness of security measures.
PERSONAL DATA BREACH
6.1 In the event of a Personal Data Breach, Processor shall, without undue delay but no later than forty-eight (48) hours after confirming that a breach of personal data has occurred, inform Controller of the Personal Data Breach and take such steps as Processor in its sole discretion deems necessary and reasonable to remediate such violation.
6.2 In the event of a Personal Data Breach, Processor shall, taking into account the nature of the Processing and the information available to Processor, provide Controller with reasonable cooperation and assistance necessary for Controller to comply with its obligations under Applicable Data Protection Law with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
6.3 The obligations described in Clauses 6.1 and 6.2 above shall not apply in the event that a Personal Data Breach results from the actions or omissions of Controller. Processor’s obligation to report or respond to a Personal Data Breach under Clauses 6.1 and 6.2 above will not be construed as an acknowledgement by Processor of any fault or liability with respect to the Personal Data Breach
7. RETURN AND DELETION OF PERSONAL DATA
Upon termination of the Services for which Strigo is Processing Personal Data, Strigo shall, upon Customer’s request, and subject to the limitations described in the Agreement, return all Personal Data in Strigo’s possession to Customer or securely destroy such Personal Data and demonstrate to the satisfaction of Customer that it has taken such measures, unless applicable law prevents it from returning or destroying all or part of Personal Data.
8. LIMITATION OF LIABILITY
Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, is subject to the “Liability Limit” clauses, and such other clauses that exclude or limit liability, of the Agreement, and any reference in such clauses to the liability of a party means the aggregate liability of that party and all of its Affiliates.
EUROPEAN SPECIFIC PROVISIONS
9.1 GDPR. Strigo will Process Personal Data in accordance with the GDPR requirements directly applicable to Strigo’s provisioning of the Services.
9.2 Data Protection Impact Assessment. Upon Customer’s request, Strigo shall provide Customer with reasonable cooperation and assistance 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 available to Strigo. Strigo shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority, to the extent required under the GDPR.
9.3 Transfer Mechanisms for Data Transfers.
9.3.1 The Standard Contractual Clauses apply to any transfers of Personal Data under this DPA from the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of the Data Protection Laws and Regulations of such territories, to the extent such transfers are subject to such Data Protection Laws and Regulations. Strigo, on behalf of itself and/or its Affiliates, enters into the Standard Contractual Clauses as data importer. The additional terms in Clause 9.4 below also apply to such data transfers.
9.3.2 In the event another data transfer mechanism becomes available for transfers of Personal Data from the European Union, the European Economic Area and/or their member states, Switzerland or the United Kingdom to one or more countries that do not ensure an adequate level of data protection within the meaning of the Data Protection Laws and Regulations, and the relevant authorities of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom (as applicable) recognize such transfer mechanism as valid for such transfers, then such transfer mechanism shall, at Strigo’s option, apply to transfers hereunder for which and for so long as such transfer mechanism is available, instead of the Standard Contractual Clauses, subject to Strigo’s fulfilment of all legal requirements for use of such transfer mechanism.
9.4 Additional Terms for Services for purposes of the Standard Contractual Clauses.
9.4.1 Customers Covered by the Standard Contractual Clauses. The Standard Contractual Clauses and the additional terms specified in this Clause 9.4 apply to (i) Customer, to the extent Customer is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom and, (ii) its Controller Affiliates. For the purpose of the Standard Contractual Clauses and this Clause 9.4, such entities are “data exporters.”
9.4.2 Instructions. The instructions described in Clause 2.3 above are deemed to be instructions by Customer to process Personal Data for the purposes of Clause 5(a) of the Standard Contractual Clauses.
9.4.3 Appointment of New Sub-processors. Pursuant to Clause 5(h) of the Standard Contractual Clauses, Customer agrees that Strigo’s Affiliates may be retained as Sub-processors, and Strigo and Strigo’s Affiliates may engage third party Sub-processors in connection with the provision of the Services.
9.4.4 Notification of New Sub-processors and Objection Right for New Sub-processors. Pursuant to Clause 5(h) of the Standard Contractual Clauses, Customer agrees that Strigo may engage new Sub-processors as described in Clauses 4.2 and 4.3 above.
9.4.5 Sub-processor Agreements. The parties agree that data transfers to Sub-processors may rely on a transfer mechanism other than the Standard Contractual Clauses (for example, binding corporate rules), and that Strigo’s agreements with such Sub-processors may therefore not incorporate or mirror the Standard Contractual Clauses, notwithstanding anything to the contrary in Clause 11 of the Standard Contractual Clauses. However, any such agreement with a Subprocessor shall contain data protection obligations not less protective than those in this DPA regarding protection of Customer Data, to the extent applicable to the services provided by such Sub-processor. Copies of the Sub-processor agreements that must be provided by Strigo to Customer pursuant to Clause 5(j) of the Standard Contractual Clauses will be provided by Strigo only upon the written request of Customer and may have all commercial information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by Strigo beforehand.
9.4.6 Certification of Deletion. The parties agree that the certification of deletion of Personal Data described in Clause 12(1) of the Standard Contractual Clauses shall be provided by Strigo only upon Customer’s request.
9.4.7 Interpretation. The terms of this DPA described in this Clause 9.4 are intended to clarify and not to modify the Standard Contractual Clauses. In the event of any conflict or inconsistency between the body of this DPA and any of its Exhibits and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
Click here to Sign the Data Processing Addendum
List of Exhibits
Exhibit A: Description of Processing Activities
DESCRIPTION OF PROCESSING ACTIVITIES
Nature and Purpose of Processing: Processor will Process Personal Data on behalf of Controller for the purposes of providing the Services in accordance with the Agreement.
Duration of Processing: The term of the Agreement plus the period until Processor deletes all Personal Data processed on behalf of Controller in accordance with the Agreement.
Categories of Data Subjects: Individuals about whom Personal Data is provided to Processor via the Services by (or at the direction of) Controller or Controller’s end users, which may include without limitation Controller’s employees, contractors and end users.
Type of Personal Data: Personal Data provided to Processor via the Services by (or at the direction of) Controller or Controller’s end users, including but not limited to the following:
User Profile: First Name, Last Name, Phone (optional), Email, Password (if SSO is not used), Profile Picture (optional), Department (optional)
Course Metadata: Topic, Description (optional), Attendee IP addresses, device/hardware information