Data Security Policy
In connection with the Product, SaaS and/or Support Services (“Solutions”), the parties anticipate that EXABEAM and where applicable its subcontractors, may from time to time process certain personal data in respect of which CUSTOMER, its Affiliates, or clients of CUSTOMER or its Affiliates may be a data controller under the Data Protection Legislation (as defined below). EXABEAM and CUSTOMER agree to the terms of this Data Security Policy (“Policy”) in order to ensure that adequate safeguards are put in place with respect to the protection of such personal data as required by the Data Protection Legislation.
1. DEFINITIONS
Unless otherwise defined herein, capitalized terms used in this Policy shall have the same meaning as set forth in the Agreement.
1.1 “Adequate Country” means a country or territory that is recognized under Data Protection Legislation from time to time as providing adequate protection for personal data.
1.2 “Affiliate” means an entity directly or indirectly controlling, controlled by or under common control with a party. For purposes of this Policy, “control” means the ownership or control, directly or indirectly, of at least fifty percent (50%) or more of all the voting shares (or other securities or rights) entitled to vote for the election of directors or other governing authority.
1.3 “CCPA” means the California Consumer Privacy Act of 2018.
1.4 “Data Protection Legislation” means all privacy laws and regulations applicable to any Personal Data processed under or in connection with this Agreement, including without limitation, the Data Protection Directive 95/46/EC (as the same may be superseded by the GDPR, the Privacy and Electronic Communications Directive 2002/58/EC, CCPA, and all national legislation implementing or supplementing the foregoing.
1.5 “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).
1.6 “Personal Data” means all data which is defined as ‘Personal Data’ in the Data Protection Legislation and that is provided directly or indirectly by CUSTOMER to EXABEAM, or accessed, stored or otherwise processed by EXABEAM or its sub-processors (as applicable) for the purposes of delivering the Solution to CUSTOMER.
1.7 “Processing”, “Data Controller”, “Data Processor” , “Data Subject” and “Supervisory Authority” shall have the meanings ascribed to them in the Data Protection Legislation.
1.8 “Standard Contractual Clauses / SCC” means the Standard Contractual Clauses document attached as Attachment 1.
2. DATA PROCESSING
2.1 Scope and Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, CUSTOMER is the Data Controller, EXABEAM is the Data Processor, and that EXABEAM may engage sub-processors pursuant to the requirements set forth in Section 7 below.
2.2 Compliance with Laws. Each party will comply with all laws, rules and regulations applicable to it and binding on it in the performance of its obligations under this Policy, including the Data Protection Legislation.
2.3 Processing Instructions. EXABEAM will process Personal Data in accordance with the agreement then in effect between EXABEAM and CUSTOMER (“Agreement”) and with CUSTOMER’s reasonable written instructions, where such instructions are consistent with the terms of the Agreement and this Policy. EXABEAM may also use CUSTOMER’s Personal Data during the Subscription Term in support of product offerings, for bug fixes, and validation of data modeling. As between the parties, CUSTOMER shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which CUSTOMER acquired Personal Data.
2.4 California Consumer Privacy Act. The Solutions may include EXABEAM processing information on behalf of CUSTOMER, and/or CUSTOMER may disclose Personal Information, as defined in CCPA, to EXABEAM as a Service Provider for the purpose of performing the Solution under the Agreement. To the extent EXABEAM processes Personal Information of California residents on CUSTOMER’s behalf as set forth in the Agreement, EXABEAM shall comply with the applicable provisions of the CCPA. EXABEAM agrees that it will not:
(1) retain, use, or disclose such Personal Information for any purpose other than the specific purpose of performing the rights and obligations specified in the Agreement, or as otherwise permitted by CCPA;
(2) retain, use, or disclose such Personal Information for a commercial purpose other than providing the Solution or as otherwise set forth in the Agreement;
(3) Sell such Personal Information; or
(4) retain, use, or disclose the Personal Information outside the direct business relationship between EXABEAM and CUSTOMER.
EXABEAM understands the requirements of the CCPA and will comply with them. EXABEAM shall implement reasonable security measures to safeguard Personal Information in its possession. Further, EXABEAM will reasonably assist CUSTOMER with meeting CUSTOMER’s CCPA obligations, which may include fulfilling verifiable deletion requests and assisting with verifiable access requests by providing access to Personal Information that EXABEAM holds in a mutually agreed upon format. The parties agree that nothing about this Agreement or the Solution involves a “selling” or a “sale” of Personal Information under Cal. Civ. Code §1798.140(t)(1). All terms in this Section not otherwise defined in this Agreement will have the meaning ascribed to such terms under the CCPA. For the avoidance of doubt, this section shall not apply to information exempt from the application of CCPA.
3. DATA TRANSFERS
3.1 CUSTOMER acknowledges that the provision of the Solution under the Agreement may require the Processing of Personal Data by sub-processors in countries outside the European Economic Area (EEA) from time to time.
3.2 To the extent any processing of Personal Data by EXABEAM or its applicable sub-processor (which may include, without limitation, any affiliates), without prejudice to Section 7, takes place in any country outside the EEA the parties agree that it will ensure that a mechanism to achieve adequate in respect of that processing is in place such as: (i) the country will be an Adequate Country: (ii) the Standard Contractual Clauses will apply in respect of that processing and EXABEAM will comply with the obligations of the ‘data importer’ in the Standard Contractual Clauses and CUSTOMER will comply with the obligations of ‘data exporter’, or, for its sub-processors, EXABEAM shall execute Standard Contractual Clauses approved by the EU authorities under Data Protection Legislation; or (ii) any other specifically approved safeguard for data transfers (as recognized under the Data Protection Legislation) and/or a European Commission finding of adequacy.
4. SECURITY; AUDITS
4.1 Security. EXABEAM will maintain appropriate technical and organizational safeguards against the unauthorized and unlawful Processing of Personal Data, and against accidental loss or destruction of, and damage to CUSTOMER data. EXABEAM shall provide commercially reasonable assistance as CUSTOMER reasonably requests (taking into account the nature of processing and the information available to EXABEAM) to CUSTOMER in relation to: (i) CUSTOMER’s obligations under Data Protection Legislation with respect to data protection impact assessments (as such term is defined in the GDPR); (ii) notifications to the Supervisory Authority and/or communications to Data Subjects by CUSTOMER in response to any Security Incident (as defined below); and (iii) CUSTOMER’s compliance with its obligations under the GDPR with respect to the security of processing. CUSTOMER agrees to pay EXABEAM’s charges for providing such assistance, at EXABEAM’s standard rates provided to CUSTOMER.
4.2 Certifications. EXABEAM uses external auditors to verify the adequacy of its security measures. This audit will be performed: (i) at least annually; (ii) according to Service Organization Control (SOC) 2 Trust Services Principles or such other comparable standards; and (iii) by an independent third party at EXABEAM’s selection and expense.
4.3 Audit Procedure. EXABEAM shall provide reasonable cooperation and assistance to CUSTOMER and/or its auditors to allow CUSTOMER to meet applicable requirements under the Data Protection Legislation. In order for CUSTOMER to exercise its right of audit under the Data Protection Legislation, EXABEAM will provide, upon request: (i) an audit report not older than 18 months by a registered and independent external auditor demonstrating that EXABEAM’s technical and organizational measures are sufficient and in accordance with an accepted industry audit standard such as ISO 27001 or SOC2); and (ii) additional information in EXABEAM’s possession or control which relates to the data processing activities carried out by EXABEAM under this Policy, as required and requested by an EU supervisory authority. Except as otherwise ordered by a Supervisory Authority, any audits required by the SCC shall be limited to no more than once annually, and the scope and timing of such audit shall be mutually agreed upon by the parties.
4.4. Records. EXABEAM shall, as required by Data Protection Legislation, make available to CUSTOMER such information in EXABEAM’s possession or control as CUSTOMER may reasonably request in order to demonstrate EXABEAM’s compliance with the obligations of data processors under the Data Protection Legislation in relation to its processing of Personal Data.
4.5 Deletion. As soon as reasonably practicable following, and in any event within ninety (90) days of, termination or expiration of the Agreement or any applicable subscription term thereunder, EXABEAM will delete all of CUSTOMER’s Personal Data (including copies thereof) processed pursuant to this Policy.
5. BREACH NOTIFICATION
EXABEAM maintains security incident response policies and procedures and shall, to the extent permitted by law: (i) promptly, and without undue delay upon becoming aware, notify CUSTOMER of any 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 by EXABEAM, (a “Security Incident”); (ii) taking into account the nature of processing and the information available to EXABEAM at the time it became aware of the Security Incident, take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident; and (iii) provide commercially reasonable cooperation and assistance during such investigation to remediate such occurrence.
6. EXABEAM PERSONNEL
6.1 EXABEAM shall ensure its personnel involved in the processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training regarding their responsibilities, and have executed written confidentiality agreements.
6.2 EXABEAM shall ensure that access to Personal Data is limited to personnel involved in the provision of the Solution and in accordance with Exabeam’s information security policy.
6.3 EXABEAM shall take commercially reasonable steps to ensure the reliability of any EXABEAM personnel engaged in the Processing of Personal Data.
6.4 EXABEAM has appointed a data protection officer and governance team that can be reached at: [email protected]
7. SUBPROCESSORS
7.1 Subcontracting. CUSTOMER grants a general authorization to EXABEAM to appoint sub-processors, third party data center operators, and outsourced support and service providers to fulfill its contractual obligations under this Policy.
7.2 Sub-processor Obligations. EXABEAM will ensure that any sub-processor it engages to provide the Solution on its behalf in connection with the Agreement: (i) accesses CUSTOMER data only to the extent necessary to fulfill EXABEAM’s rights and obligations set forth in the Agreement or this Policy and not for any other purpose; and (ii) enters into a written contract which imposes upon such sub-processor appropriate and relevant contractual obligations, including those regarding confidentiality, data protection, data security, and audit rights; such obligations shall be substantially as protective of Personal Data as those imposed on EXABEAM in this Policy. EXABEAM shall be responsible for its compliance with this Policy and for any acts or omissions of the sub-processor that cause EXABEAM to breach any of EXABEAM’s obligations under this Policy.
7.3 Objection to New Sub-Processors. EXABEAM will maintain a list of current sub-processors available at https://community.exabeam.com/s/subprocessors. If, after the effective date of the Agreement, Exabeam engages new or replacement sub-processors, these sub-processors will be added to the list prior to them starting sub-processing of Personal Data. If CUSTOMER has a reasonable objection to any new or replacement sub-processor, it shall notify EXABEAM of such objections in writing and the parties will seek to resolve the matter in good faith. If EXABEAM is able to provide the Solution to CUSTOMER in accordance with the Agreement without using the sub-processor and decides in its discretion to do so, then CUSTOMER will have no further rights under this Section 7.3 in respect of the proposed use of the sub-processor. If EXABEAM cannot reasonably avoid using the sub-processor and is unable to satisfy CUSTOMER as to the suitability of the sub-processor or the documentation and protections in place between EXABEAM and the sub-processor, then either party may pursue alternatives for resolution.
8. DATA SUBJECT REQUESTS; DELETION
Where required under Data Protection Legislation, EXABEAM shall promptly notify CUSTOMER if it receives a request from a Data Subject to access, rectify or erase that person’s Personal Data or if a Data subject objects to the processing of, or makes a data portability request in respect of, such Personal Data (together, “Data Subject Request”). EXABEAM shall provide commercially reasonable efforts to assist CUSTOMER in responding to a Data Subject Request, provided that CUSTOMER has instructed EXABEAM to do so. EXABEAM will not independently respond to requests from CUSTOMER’s end users without CUSTOMER’s prior written consent, except to confirm that the request relates to CUSTOMER. To the extent CUSTOMER does not have the ability to address a Data Subject Request, EXABEAM shall, upon CUSTOMER’S request, provide reasonable assistance to facilitate a response to such Data Subject Request. CUSTOMER agrees to pay EXABEAM the applicable fees for providing such assistance, at EXABEAM’s standard rates provided by EXABEAM to CUSTOMER.
9. GENERAL
9.1 Interpretation. Except as amended by this Policy, the Agreement will remain in full force and effect. If there is a conflict between the Agreement and this Policy, this Policy shall apply so far as the subject matter concerns the processing of Personal Data.
9.2 Severability. If any provision of this Policy is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect.
9.3 Governing law and jurisdiction. This Policy is governed by the law of the Agreement.
SCHEDULE 1
STANDARD CONTRACTUAL CLAUSES
STANDARD CONTRACTUAL CLAUSES (PROCESSORS)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
The entity identified in the Agreement as the licensee of the Solution (the data exporter)
And EXABEAM (the data importer)
each a ‘party’; together ‘the parties’,
Have AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Clause 1 Definitions.
For the purposes of the Clauses:
1.1 ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
1.2 ‘the data exporter’ means the controller who transfers the personal data;
1.3 ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
1.4 ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer, personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of any applicable written subcontract;
1.5 ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
1.6 ‘technical and organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2 Details of the transfer.
The details of the transfer and in particular, the specific categories of personal data, where applicable are specified in Appendix 1, which forms an integral part of the Clauses.
Clause 3 Third-party beneficiary clause
3.1 The data subject can enforce against the data exporter this Clause, Clause 4.2 to 4.10, Clause 5.1 to 5.5, and 5.7 to 5.10, Clause 6.1 and 6.2, Clause 7, Clause 8.2, and Clauses 9 to 12 as a third-party beneficiary.
3.2 The data subject can enforce against the data importer this Clause, Clause 5.1 to 5.5 and 5.7, Clause 6, Clause 7, Clause 8.2, and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3.3 The data subject can enforce against the sub-processor this Clause, Clause 5.1 to 5.5 and 5.7, Clause 6, Clause 7, Clause 8.2, and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
3.4 The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Clause 4 Obligations of the data exporter
The data exporter agrees and warrants:
4.1 that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
4.2 that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
4.3 that the data importer will provide sufficient guarantees with respect to its technical and organizational security measures;
4.4 that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
4.5 that it will ensure compliance with the security measures;
4.6 that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
4.7 to forward any notification received from the data importer or any sub-processor pursuant to Clause 5.2 and Clause 8.3 to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
4.8 to make available to the data subjects upon request a copy of the Clauses and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such information;
4.9 that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
4.10 that it will ensure compliance with Clause 4.1 to 4.9.
Clause 5 Obligations of the data importer
The data importer agrees and warrants:
5.1 to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to promptly inform he data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
5.2 that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract, and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
5.3 that it has implemented the technical and organizational security measures in accordance with Appendix 2 before processing the personal data transferred;
5.4 that it will promptly notify the data exporter about: (i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation; (ii) any accidental or unauthorized access; and (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;
5.5 to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
5.6 in the event the data exporter requests as required by the supervisory authority, to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications, bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
5.7 to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2, which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
5.8 that, in the event of sub-processing, it has informed the data exporter and obtained its prior written consent;
5.9 that the processing services by the sub-processor will be carried out in accordance with Clause 11;
5.10 to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter as requested.
Clause 6 Liability
6.1 The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
6.2 If a data subject is not able to bring a claim for compensation in accordance with 6.1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
6.3 If a data subject is not able to bring a claim against the data exporter or the data importer referred to in 6.1 and 6.2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.
Clause 7 Mediation and jurisdiction
7.1 The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject: (i) to refer the dispute to mediation by an independent person or, where applicable, by the supervisory authority; or (ii) to refer the dispute to the courts in the Member State in which the data exporter is established.
7.2 The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8 Cooperation with supervisory authorities
8.1 The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
8.2 The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
8.3 The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to 8.2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5.2.
Clause 9 Governing Law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10 Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clauses.
Clause 11 Sub-processing
11.1 The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with notice to the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
11.2 The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as set forth in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in 6.1 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
11.3 The provisions relating to data protection aspects for sub-processing of the contract referred to in 11.1 shall be governed by the law of the Member State in which the data exporter is established.
11.4 The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5.10, which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
Clause 12 Obligation after the termination of personal data-processing services
12.1 The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
12.2 The data importer and the sub-processor warrant that upon request of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in 12.1.
APPENDIX 1 – TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix through a separate written agreement.
Data Exporter – The data exporter is the entity identified in the Agreement as the licensee of the Solution.
Data Importer – The data importer is EXABEAM Inc. (“EXABEAM”)
EXABEAM is a provider of enterprise software and offers Software as a Service (SaaS) solutions. EXABEAM also offers on premise software solutions and technical support in relation to all its products and services.
Data Subjects – The personal data transferred may concern the following categories of data (only applicable if the data subjects are natural persons):
First and last name
Contact Information (including postal address, email address, phone)
Company and/or employer
Title and/or position
Additional data as entered in the discretion of the data exporter
The duration of the processing will be: until the earliest of; (expiration or termination of the Agreement; or (ii) the date upon which processing is no longer necessary for the purposes of either party performing its obligations under the Agreement, unless otherwise agreed in writing.
The processing will comprise of only the activities necessary to provide the Solution or as otherwise mutually agreed upon by the parties.
APPENDIX 2 – TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4.4 and 5.3: As set forth in the Policy above.
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