This Data Processing Addendum, including its Schedules, ("DPA") forms part of the Terms and Conditions or other written or electronic agreement between Nodedata, LLC d/b/a NODEDATA.io (the "Company" or "NODEDATA.io") and Customer for the purchase of services from Company (identified either as "Services" or otherwise in the applicable agreement, and hereinafter defined as "Services") (the "Agreement") to reflect the Parties' agreement with regard to the Processing of Personal Data.
Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the term "Customer" shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
In the course of providing the Services to Customer pursuant to the Agreement, NODEDATA.io may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to such Processing.
Data Processing Terms
1. Definitions
"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.
"Authorized Affiliate" means any of Customer's Affiliate(s) which (a) is subject to Data Protection Laws and Regulations, and (b) is permitted to use the Services pursuant to the Agreement between Customer and NODEDATA.io, but has not signed its own Agreement with NODEDATA.io and is not a "Customer" as defined under this DPA.
"CCPA" means the California Consumer Privacy Act, as amended, 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.
"Customer" means the person or entity that entered into the Agreement, together with its Affiliates (for so long as they remain Affiliates) which have entered into the Agreement, to use the Services for a purpose other than purely personal or household activity.
"Data Protection Laws and Regulations" means all laws and regulations—including laws and regulations of the United States and its states; 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 as amended from time to time.
"Data Subject" means the natural person to whom Personal Data relates.
"Europe" means the European Union, the European Economic Area, Switzerland and the United Kingdom.
"GDPR" means 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), including as implemented or adopted under the laws of the United Kingdom.
"Personal Data" means any information relating to an identified or identifiable natural person, including "personal data" and "personal information" as defined in applicable Data Protection Laws and Regulations, that is submitted to the Services by or on behalf of Customer or its Users. For the avoidance of doubt, Personal Data does not include anonymized or de-identified data that, or other data that is excluded from the definition of "personal data" or "personal information" under applicable Data Protection Laws and Regulations.
"Processing" or "Process" 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, including as applicable any "Service Provider" as that term is defined by the CCPA.
"Public Authority" means a government agency or law enforcement authority, including judicial authorities.
"Standard Contractual Clauses" means Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eurlex.europa.eu/eli/dec_impl/2021/914/oj.
"Sub-processor" means any Processor engaged by NODEDATA.io.
"User" means a natural person who is an authorized end user of the Services that is employed by, or otherwise affiliated with, Customer, who accesses the Services pursuant to the Agreement.
2. 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 a Controller or a Processor, NODEDATA.io is a Processor and that NODEDATA.io will engage Sub-processors pursuant to the requirements set forth in section 5 "Sub-processors" below.
2.2 Customer's Processing of Personal Data
Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including any applicable requirement to provide notice to Data Subjects of the use of NODEDATA.io as Processor (including where the Customer is a Processor, by ensuring that the ultimate Controller does so). For the avoidance of doubt, Customer's instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Customer specifically acknowledges and agrees that its use of the Services will not violate the rights of any Data Subject, including those that have opted-out from sales or other disclosures of Personal Data, to the extent applicable under Data Protection Laws and Regulations.
2.3 NODEDATA.io's Processing of Personal Data
NODEDATA.io shall Process Personal Data on behalf of and only in accordance with Customer's documented instructions for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Users in their use of the Services; and (iii) Processing 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.
2.4 Details of the Processing
The subject-matter of Processing of Personal Data by NODEDATA.io 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 Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Description of Processing/Transfer) to this DPA.
Collection Sources
From You When You Provide It. We may collect Identifiers, Professional or Employment Information or other Personal Information from you directly when you fill out a form on our site; register an account to use the API service; join our mailing list; place an order or make a purchase; visit our office; interact with us at an event; or otherwise communicate with us.
Automatically From Your Device. Like most online services, our Services automatically collect some information from users' devices in order to make features function correctly, customize or improve the user experience, understand how the Service is being used, or measure the effectiveness of marketing efforts. Some of this data may be collected through the use of browser cookies, pixel tags or similar online tracking technologies, which are explained below. In some cases, we limit this type of collection to Non-Personal Information. However, this data may include Personal Information such as online Identifiers, Internet Activity and Commercial Information.
From Third Party Sources. We may obtain information about you from other sources. For example, we may collect Identifiers, Professional or Employment Information, or Internet Activity that you have chosen to share on social media platforms. (To the extent you disclose such information through widely distributed media or on a public platform, we may not be required to treat it as Personal Information under applicable law.)
We may combine information collected from other sources with information collected from you or your device. To the extent the information, alone or in combination, constitutes Personal Information, we will treat it as Personal Information as described in this Policy.
3. Rights of Data Subjects
NODEDATA.io shall, to the extent legally permitted, promptly notify Customer of any complaint, dispute or request it has received from a Data Subject such as a Data Subject's right of knowledge/access, right to correction, restriction of Processing, deletion or erasure, data portability, object to the Processing, or other applicable rights, each such request being a "Data Subject Request". NODEDATA.io shall not respond to a Data Subject Request itself, except that Customer authorizes NODEDATA.io to redirect the Data Subject Request as necessary to allow Customer to respond directly. Taking into account the nature of the Processing, NODEDATA.io shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer's obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, NODEDATA.io shall upon Customer's request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent NODEDATA.io is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from NODEDATA.io's provision of such assistance.
4. NODEDATA.io Personnel
4.1 Confidentiality
NODEDATA.io shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. NODEDATA.io shall ensure that such confidentiality obligations survive the termination of the personnel engagement.
4.2 Reliability
NODEDATA.io shall take commercially reasonable steps to ensure the reliability of any NODEDATA.io personnel engaged in the Processing of Personal Data.
4.3 Limitation of Access
NODEDATA.io shall ensure that NODEDATA.io's access to Personal Data is limited to those personnel involved in providing Services in accordance with the Agreement.
5. Sub-Processors
5.1 Appointment of Sub-processors
Customer acknowledges and agrees that (a) NODEDATA.io's Affiliates may be retained as Subprocessors; and (b) NODEDATA.io and NODEDATA.io's Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. NODEDATA.io or a NODEDATA.io Affiliate has entered into a written agreement with each Sub-processor containing, in substance, data protection obligations no less protective than those in this DPA with respect to the protection of Personal Data to the extent applicable to the nature of the services provided by such Sub-processor.
5.2 List of Current Sub-processors and Notification of New Sub-processors
The current list of Sub-processors engaged in Processing Personal Data for the performance of each applicable Service, including a description of their processing activities and countries of location, is attached as Schedule 3 hereto. Customer hereby consents to these Sub-processors, their locations and processing activities as it pertains to their Personal Data. Upon Customer's request, NODEDATA.io shall provide Customer with a mechanism to subscribe to notifications of new Sub-processors for each applicable Service, and if Customer subscribes, NODEDATA.io shall provide notification of a new Sub-processor(s) before authorizing any new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services.
5.3 Objection Right for New Sub-processors
Customer may object to NODEDATA.io's use of a new Sub-processor by notifying NODEDATA.io promptly in writing within thirty (30) days of receipt of NODEDATA.io's notice in accordance with section 5.2. If Customer objects to a new Sub-processor as permitted in the preceding sentence, NODEDATA.io will use reasonable efforts, if feasible, to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer's configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Customer. If NODEDATA.io is unable to make available such change within a reasonable period of time, which shall not exceed sixty (60) days, Customer may terminate the applicable Agreement with respect only to those Services which cannot be provided by NODEDATA.io without the use of the objected-to new Sub-processor by providing written notice to NODEDATA.io.
5.4 Liability
NODEDATA.io shall be liable for the acts and omissions of its Sub-processors to the same extent NODEDATA.io would be liable if performing the services of each Sub-processor directly under the terms of this DPA, unless otherwise set forth in the Agreement.
6. Security
6.1 Controls for the Protection of Customer Data
NODEDATA.io shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data. NODEDATA.io will not materially decrease the overall security of the Services during the Agreement's term.
6.2 Audit
NODEDATA.io shall maintain an audit program to help ensure compliance with the obligations set out in this DPA and, upon Customer's written request, shall make available to Customer information to demonstrate compliance with the obligations set out in this DPA as set forth in this section 6.2.
6.3 Data Protection Impact Assessment
Upon Customer's request, NODEDATA.io shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer's obligation under Data Protection Laws and Regulations 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 NODEDATA.io. To the extent legally permitted, Customer shall be responsible for any costs arising from NODEDATA.io's provision of such assistance.
7. Personal Data Incident Management and Notification
NODEDATA.io shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed by NODEDATA.io or its Sub-processors of which NODEDATA.io becomes aware (a "Personal Data Incident"). NODEDATA.io shall make reasonable efforts to identify the cause of such Personal Data Incident and take such steps as NODEDATA.io deems necessary and reasonable to remediate the cause of such a Personal Data Incident to the extent the remediation is within NODEDATA.io's reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer's Users.
8. Government Access Requests
8.1 NODEDATA.io requirements
In its role as a Processor, NODEDATA.io shall maintain appropriate measures to protect Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including by implementing appropriate technical and organizational safeguards to protect Personal Data against any interference that goes beyond what is necessary in a democratic society to safeguard national security, defense and public security. If NODEDATA.io receives a legally binding request to access Personal Data from a Public Authority, NODEDATA.io shall, unless otherwise legally prohibited, promptly notify Customer including a summary of the nature of the request. To the extent NODEDATA.io is prohibited by law from providing such notification, NODEDATA.io shall use commercially reasonable efforts to obtain a waiver of the prohibition to enable NODEDATA.io to communicate as much information as possible, as soon as possible. Further, NODEDATA.io shall challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful. When challenging a request, NODEDATA.io 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. NODEDATA.io agrees it will provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request. NODEDATA.io shall promptly notify Customer if NODEDATA.io becomes aware of any direct access by a Public Authority to Personal Data and provide information available to NODEDATA.io in this respect, to the extent permitted by law. For the avoidance of doubt, this DPA shall not require NODEDATA.io to pursue action or inaction that could result in civil or criminal penalties for NODEDATA.io such as contempt of court.
8.2 Sub-processors requirements
NODEDATA.io shall ensure that Sub-processors involved in the Processing of Personal Data are subject to the relevant commitments regarding Government Access Requests in the Standard Contractual Clauses, where applicable.
9. Return and Deletion of Personal Data
NODEDATA.io shall return Personal Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and timeframes specified in the Agreement. Until Personal Data is deleted or returned, NODEDATA.io shall continue to comply with this DPA and its Schedules.
10. Authorized Affiliates
10.1 Contractual Relationship
The parties acknowledge and agree that, by executing the Agreement, Customer enters into this DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between NODEDATA.io and each such Authorized Affiliate subject to the provisions of the Agreement and this section 10 and section 11. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Agreement, and is a party only to this DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.
10.2 Communication
The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with NODEDATA.io under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.
10.3 Rights of Authorized Affiliates
Where an Authorized Affiliate becomes a party to this DPA with NODEDATA.io, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, subject to the following:
10.3.1 Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against NODEDATA.io directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA, not separately for each Authorized Affiliate individually, but in a combined manner for itself and all of its Authorized Affiliates together (as set forth, for example, in section 10.3.2, below).
10.3.2 The parties agree that the Customer that is the contracting party to the Agreement shall, when carrying out an On-Site Audit of the procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on NODEDATA.io and its Sub-Processors by combining, to the extent reasonably possible, several audit requests carried out on behalf of itself and all of its Authorized Affiliates in one single audit.
11. 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, and all DPAs between Authorized Affiliates and NODEDATA.io, whether in contract, tort or under any other theory of liability, is subject to the 'Limitation of Liability' section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. For the avoidance of doubt, NODEDATA.io's and its Affiliates' total liability for all claims from Customer and all of its Authorized Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.
12. Europe Specific Provisions
12.1 Definitions
For the purposes of this section 12 and Schedule 1 these terms shall be defined as follows:
"EU C-to-P Transfer Clauses" means Standard Contractual Clauses sections I, II, III and IV (as applicable) to the extent they reference Module Two (Controller-to-Processor).
"EU P-to-P Transfer Clauses" means Standard Contractual Clauses sections I, II III and IV (as applicable) to the extent they reference Module Three (Processor-to-Processor).
12.2 GDPR
NODEDATA.io will Process Personal Data in accordance with the GDPR requirements directly applicable to NODEDATA.io's provision of its Services.
12.3 Customer Instructions
NODEDATA.io shall inform Customer immediately (i) if, in its opinion, an instruction from Customer constitutes a breach of the GDPR and/or (ii) if NODEDATA.io is unable to follow Customer's instructions for the Processing of Personal Data.
12.4 Transfer mechanisms for data transfers
If, in the performance of the Services, Personal Data that is subject to the GDPR or any other law relating to the protection or privacy of individuals that applies in Europe is transferred out of Europe to countries which do not ensure an adequate level of data protection within the meaning of the Data Protection Laws and Regulations of Europe, the transfer mechanisms listed below shall apply to such transfers and can be directly enforced by the Parties to the extent such transfers are subject to the Data Protection Laws and Regulations of Europe:
- The EU C-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Controller and a data exporter of Personal Data and NODEDATA.io is a Processor and data importer in respect of that Personal Data, then the Parties shall comply with the EU C-to-P Transfer Clauses, subject to the additional terms in section 2 of Schedule 1; and/or
- The EU P-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Processor acting on behalf of a Controller and a data exporter of Personal Data and NODEDATA.io is a Processor and data importer in respect of that Personal Data, the Parties shall comply with the terms of the EU P-to-P Transfer Clauses, subject to the additional terms in sections 2 and 3 of Schedule 1.
12.5 Impact of local laws
As of the Effective Date, NODEDATA.io has no reason to believe that the laws and practices in any third country of destination applicable to its Processing of the Personal Data, including any requirements to disclose Personal Data or measures authorizing access by a Public Authority, prevent NODEDATA.io from fulfilling its obligations under this DPA. If NODEDATA.io reasonably believes that any existing or future enacted or enforceable laws and practices in the third country of destination applicable to its Processing of the Personal Data ("Local Laws") prevent it from fulfilling its obligations under this DPA, it shall promptly notify Customer. In such a case, NODEDATA.io shall use reasonable efforts to make available to the affected Customer a change in the Services or recommend a commercially reasonable change to Customer's configuration or use of the Services to facilitate compliance with the Local Laws without unreasonably burdening Customer. If NODEDATA.io is unable to make available such change promptly, Customer may terminate the applicable Agreement and suspend the transfer of Personal Data in respect only to those Services which cannot be provided by NODEDATA.io in accordance with the Local Laws by providing written notice in accordance with the "Notices" section of the Agreement or related order form.
13. CCPA Specific Provisions
13.1 Definitions
For purposes of this Section 13, capitalized terms not otherwise defined herein shall have the definitions given to them in the CCPA.
13.2 Service Provider Restrictions
The following restrictions, to the extent not already imposed under other provisions in this DPA, apply to Processing of Personal Data of Data Subjects who are California residents. The parties acknowledge and agree that with regard to the Processing of Personal Data, NODEDATA.io is a Service Provider to Customer and NODEDATA.io will engage Sub-processors pursuant to the requirements set forth in section 5 "Sub-processors" above. NODEDATA.io shall not Sell or Share Personal Data. NODEDATA.io shall not retain, use, disclose or otherwise Process Personal Data for any purpose other than for the purpose of providing the Services as specified in the Agreement, or for a purpose permitted for Service Providers under the CCPA. NODEDATA.io shall not retain, use, disclose or otherwise Process Personal Data outside of the direct business relationship between NODEDATA.io and Customer. NODEDATA.io shall not combine Personal Data with personal information that it receives from, or on behalf of, another customer or third party, except as permitted under the CCPA. NODEDATA.io certifies that it understands these restrictions and will comply with them.
List of Schedules
- Schedule 1: Transfer Mechanisms for European Data Transfers
- Schedule 2: Description of Processing/Transfer
- Schedule 3: List of Approved Sub-processors
Schedule 1 - Transfer Mechanisms for European Data Transfers
1. Standard Contractual Clauses Operative Provisions and Additional Terms
1.1. For the purposes of the EU C-to-P Transfer Clauses and the EU P-to-P Transfer Clauses, Customer is the data exporter and NODEDATA.io is the data importer and the Parties agree to the following. If and to the extent an Authorized Affiliate relies on the EU C-to-P Transfer Clauses or the EU P-to-P Transfer Clauses for the transfer of Personal Data, any references to 'Customer' in this Schedule, include such Authorized Affiliate. Where this section 1 does not explicitly mention EU C-to-P Transfer Clauses or EU P-to-P Transfer Clauses it applies to both of them.
1.2. Reference to the Standard Contractual Clauses. The relevant provisions contained in the Standard Contractual Clauses are incorporated by reference and are an integral part of this DPA. The information required for the purposes of the Appendix to the Standard Contractual Clauses are set out in Schedule 2.
1.3. Docking clause. The option under clause 7 shall not apply.
1.4. Instructions. This DPA and the Agreement are Customer's complete and final documented instructions for the Processing of Personal Data. Any additional or alternate instructions must be consistent with the terms of this DPA and the Agreement. For the purposes of clause 8.1(a), the instructions by Customer to Process Personal Data are set out in section 2.3 of this DPA and include onward transfers to a third party located outside Europe for the purpose of the performance of the Services.
1.5. Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in clause 8.5 and 16(d) of the Standard Contractual Clauses shall be provided by NODEDATA.io to Customer only upon Customer's written request.
1.6. Security of Processing. For the purposes of clause 8.6(a), Customer is solely responsible for making an independent determination as to whether the technical and organizational measures set forth meet Customer's requirements and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the Processing of its Personal Data as well as the risks to individuals) the security measures and policies implemented and maintained by NODEDATA.io provide a level of security appropriate to the risk with respect to its Personal Data. For the purposes of clause 8.6(c), personal data breaches will be handled in accordance with section 7 (Customer Data Incident Management and Notification) of this DPA.
1.7. Audits of the SCCs. The parties agree that the audits described in clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with section 6.2 of this DPA.
1.8. General authorization for use of Sub-processors. Option 2 under clause 9 shall apply. For the purposes of clause 9(a), NODEDATA.io has Customer's general authorization to engage Sub-processors in accordance with section 5 of this DPA. NODEDATA.io shall make available to Customer the current list of Sub-processors in accordance with section 5.2 of this DPA. Where NODEDATA.io enters into the EU P-to-P Transfer Clauses with a Sub-processor in connection with the provision of the Services, Customer hereby grants NODEDATA.io and NODEDATA.io's Affiliates authority to provide a general authorization on Controller's behalf for the engagement of sub-processors by Sub-processors engaged in the provision of the Services, as well as decision making and approval authority for the addition or replacement of any such sub-processors.
1.9. Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to clause 9(a), Customer acknowledges and expressly agrees that NODEDATA.io may engage new Sub-processors as described in sections 5.2 and 5.3 of this DPA. NODEDATA.io shall inform Customer of any changes to Sub-processors following the procedure provided for in section 5.2 of this DPA.
1.10. Complaints - Redress. For the purposes of clause 11, and subject to section 3 of this DPA, NODEDATA.io shall inform Data Subjects on its website of a contact point authorized to handle complaints. NODEDATA.io shall inform Customer if it receives a complaint by, or a dispute from, a Data Subject with respect to Personal Data and shall without undue delay communicate the complaint or dispute to Customer. NODEDATA.io shall not otherwise have any obligation to handle the request (unless otherwise agreed with Customer). The option under clause 11 shall not apply.
1.11. Liability. NODEDATA.io's liability under clause 12(b) shall be limited to any damage caused by its Processing where NODEDATA.io has not complied with its obligations under the GDPR specifically directed to Processors, or where it has acted outside of or contrary to lawful instructions of Customer, as specified in Article 82 GDPR.
1.12. Supervision. Clause 13 shall apply as follows:
1.12.1. Where Customer is established in an EU Member State, the supervisory authority with responsibility for ensuring compliance by Customer with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.
1.12.2. Where Customer 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 shall act as competent supervisory authority.
1.12.3. Where Customer 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 Data Protection Commission of Ireland shall act as competent supervisory authority.
1.12.4. Where Customer is established in the United Kingdom or falls within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner's Office shall act as competent supervisory authority.
1.12.5. Where Customer is established in Switzerland or falls within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.
1.13. Notification of Government Access Requests. For the purposes of clause 15(1)(a), NODEDATA.io shall notify Customer (only) and not the Data Subject(s) in case of government access requests. Customer shall be solely responsible for promptly notifying the Data Subject as necessary.
1.14. Governing Law. The governing law for the purposes of clause 17 shall be the law that is designated in the Governing Law section of the Agreement. If the Agreement is not governed by an EU Member State law, the Standard Contractual Clauses will be governed by either (i) the laws of Ireland; or (ii) where the Agreement is governed by the laws of the United Kingdom, the laws of the United Kingdom.
1.15. Choice of forum and jurisdiction. The courts under clause 18 shall be those designated in the Venue or Dispute Resolution section of the Agreement. If the Agreement does not designate an EU Member State court as having exclusive jurisdiction to resolve any dispute or lawsuit arising out of or in connection with this Agreement, the parties agree that the courts of either (i) Ireland; or (ii) where the Agreement designates the United Kingdom as having exclusive jurisdiction, the United Kingdom, shall have exclusive jurisdiction to resolve any dispute arising from the Standard Contractual Clauses. For Data Subjects habitually resident in Switzerland, the courts of Switzerland are an alternative place of jurisdiction in respect of disputes.
1.16. Appendix. The Appendix shall be completed as follows:
- The contents of section 1 of Schedule 2 shall form Annex I.A to the Standard Contractual Clauses
- The contents of sections 2 to 9 of Schedule 2 shall form Annex I.B to the Standard Contractual Clauses
- The contents of section 10 of Schedule 2 shall form Annex I.C to the Standard Contractual Clauses
- The contents of section 11 of Schedule 2 to this Exhibit shall form Annex II to the Standard Contractual Clauses.
1.17. Data Exports from the United Kingdom and Switzerland under the Standard Contractual Clauses. In case of any transfers of Personal Data from the United Kingdom and/or transfers of Personal Data from Switzerland subject exclusively to the Data Protection Laws and Regulations of Switzerland ("Swiss Data Protection Laws"), (i) general and specific references in the Standard Contractual Clauses to GDPR or EU or Member State Law shall have the same meaning as the equivalent reference in the Data Protection Laws and Regulations of the United Kingdom ("UK Data Protection Laws") or Swiss Data Protection Laws, as applicable; and (ii) any other obligation in the Standard Contractual Clauses determined by the Member State in which the data exporter or Data Subject is established shall refer to an obligation under UK Data Protection Laws or Swiss Data Protection Laws, as applicable. In respect of data transfers governed by Swiss Data Protection Laws, the Standard Contractual Clauses also apply to the transfer of information relating to an identified or identifiable legal entity where such information is protected similarly as Personal Data under Swiss Data Protection Laws until such laws are amended to no longer apply to a legal entity.
1.18. Conflict. The Standard Contractual Clauses are subject to this DPA and the additional safeguards set out hereunder. The rights and obligations afforded by the Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. In the event of any conflict or inconsistency between the body of this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
2. Additional Terms for the EU P-to-P Transfer Clauses
For the purposes of the EU P-to-P Transfer Clauses (only), the Parties agree the following.
2.1. Instructions and notifications. For the purposes of clause 8.1(a), Customer hereby informs NODEDATA.io that it acts as Processor under the instructions of the relevant Controller in respect of Personal Data. Customer warrants that its Processing instructions as set out in the Agreement and this DPA, including its authorizations to NODEDATA.io for the appointment of Subprocessors in accordance with this DPA, have been authorized by the relevant Controller. Customer shall be solely responsible for forwarding any notifications received from NODEDATA.io to the relevant Controller where appropriate.
2.2. Security of Processing. For the purposes of clause 8.6(c) and (d), NODEDATA.io shall provide notification of a personal data breach concerning Personal Data Processed by NODEDATA.io to Customer.
2.3. Documentation and Compliance. For the purposes of clause 8.9, all enquiries from the relevant Controller shall be provided to NODEDATA.io by Customer. If NODEDATA.io receives an enquiry directly from a Controller, it shall forward the enquiry to Customer and Customer shall be solely responsible for responding to any such enquiry from the relevant Controller where appropriate.
2.4. Data Subject Rights. For the purposes of clause 10 and subject to section 3 of this DPA, NODEDATA.io shall notify Customer about any request it has received directly from a Data Subject without obligation to handle it (unless otherwise agreed), but shall not notify the relevant Controller. Customer shall be solely responsible for cooperating with the relevant Controller in fulfilling the relevant obligations to respond to any such request.
Schedule 2 - Description of Processing/Transfer
1. List of Parties
Data exporter(s):
Name: Customer and its Authorized Affiliates.
Contact person's name, position and contact details: See Agreement or related order form
Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the Agreement.
Role: For the purposes of the EU C-to-P Transfer Clauses Customer and/or its Authorized Affiliate is a Controller. For the purposes of the EU P-to-P Transfer Clauses Customer and/or its Authorized Affiliate is a Processor.
Data importer(s):
Name: Nodedata, LLC d/b/a NODEDATA.io
Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the Agreement.
Role: Processor
2. Categories of Data Subjects Whose Personal Data Is Transferred
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:
- Individuals whose IP address or associated data Customer or its Users verify, or attempt to verify, using the Services
3. Categories of Personal Data Transferred
Customer may submit Personal Data to the Services, or NODEDATA.io may collect, receive or otherwise Process Personal Data on behalf of Customer in connection with providing the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:
- IP address
- Network or approximate location data associated with IP address
4. Sensitive Data Transferred
None.
5. Frequency of the Transfer
Continuous basis depending on the use of the Services by Customer.
6. Nature of the Processing
The nature of the Processing is the performance of the Services pursuant to the Agreement.
7. Purpose of Processing, the Data Transfer and Further Processing
NODEDATA.io will Process Personal Data as necessary to perform the Services pursuant to the Agreement, and as further instructed by Customer in its use of the Services.
8. Duration of Processing
Subject to section 9 of the DPA, NODEDATA.io will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.
9. Sub-Processor Transfers
As per 7 above, the Sub-processor will Process Personal Data as necessary to perform the Services pursuant to the Agreement. Subject to section 9 of this DPA, the Sub-processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
10. Competent Supervisory Authority
See Section 1.12 of Schedule 1
11. Technical and Organisational Measures
Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the SCC Services, as described in documentation applicable to the specific Services purchased by data exporter, and accessible upon reasonable request by the data exporter. Data Importer will not materially decrease the overall security of the Services during the term of the Agreement. Data Subject Requests shall be handled in accordance with section 3 of the DPA.
Schedule 3 - List of Approved Subprocessors
| Name of Subprocessor | Description of Subprocessor Services | Location of Subprocessor |
|---|---|---|
| Amazon Web Services | Cloud Hosting Provider | United States |
| Vultr | Cloud Hosting Provider | United States |
| Cloudflare | Cloud Hosting Provider | United States |
| Stripe | Payment Processor | United States |
| Google, Inc. | Cloud Hosting Provider | United States |
Changes To This Policy
We reserve the right to update or change our Data Processing Addendum at any time and you should check this Data Processing Addendum periodically. Your continued use of the Service after we post any modifications to the Data Processing Addendum on this page will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Data Processing Addendum. If we make any material changes to this Data Processing Addendum, we will notify you either through the email address you have provided us, or by placing a prominent notice on our website.
Contact Us
If you have any questions or concerns about this Policy, please contact us via our contact page.