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Data Processing Agreement

Description of our services and objectives

This Data Processing Agreement (“Agreement“) forms part of the Contract for Services (“Principal Agreement“) between the Controller and the Data Processor.

WHEREAS

(A) Your company acts as a Data Controller (the "Controller").

(B) Your company wishes to subcontract certain Services (as defined below), which imply the processing of personal data, to Code Path SRL, acting as a Data Processor (the "Processor").

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with 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).

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1.Definitions and Interpretation
1.1Unless otherwise defined herein, capitalized terms and expressions used in this DPA shall have the following meaning:
- 1.1.2"Company Personal Data" means any Personal Data Processed by a Contracted Processor on Controller's behalf pursuant to or in connection with the Principal Agreement;
- 1.1.3"Contracted Processor" means a Subprocessor;
- 1.1.4"Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
- 1.1.5"EEA" means the European Economic Area;
- 1.1.6EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
- 1.1.7"GDPR" means EU General Data Protection Regulation 2016/679;
- 1.1.8"Data Transfer" means: I
- 1.1.8.1a transfer of Company Personal Data from Controller to a Contracted Processor; or
- 1.1.8.2an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor,
- in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
- 1.1.9“Services” means the social media analytics and reporting dashboard. The Service is described more in detail in Annex 1.
- 1.1.10"Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of Controller in connection with the Agreement.
1.2The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2.Processing of Company Personal Data
2.1Processor shall:
- 2.1.1comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
- 2.1.2not process Company Personal Data other than on Controller's documented instructions.
2.2Controller instructs Processor to process Company Personal Data to provide the Services and related technical support.
3.Processor Personnel
3.1Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4.Security
4.1Taking 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 in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
5.Subprocessing
5.1Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by Controller.
6.Data Subject Rights
6.1Taking into account the nature of the Processing, Processor shall assist Controller by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Controller obligations, as reasonably understood by Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
6.2Processor shall:
6.2.1promptly notify Controller if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
6.2.2ensure that it does not respond to that request except on the documented instructions of Controller or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Controller of that legal requirement before the Contracted Processor responds to the request.
7.Personal Data Breach
7.1Processor shall notify Controller without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Controller with sufficient information to allow Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2Processor shall co-operate with Controller and take reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8.Data Protection Impact Assessment and Prior Consultation
8.1Processor shall provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
9.Deletion or return of Company Personal Data
9.1Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Company Personal Data.
9.2Processor shall provide written certification to Controller that it has fully complied with this section 9 within 10 business days of the Cessation Date.
10.Audit rights
10.1Subject to this section 10, Processor shall make available to Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by Controller or an auditor mandated by Controller in relation to the Processing of the Company Personal Data by the Contracted Processors.
10.2Information and audit rights of Controller only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11.Data Transfer
11.1The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of Controller. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.
12.General Terms
12.1Confidentiality. Each Party must keep any information it receives about the other Party and its business in connection with this Agreement ("Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
(a)disclosure is required by law;
(b)the relevant information is already in the public domain.
12.2Notices. All notices and communications given under this Agreement must be in writing and will be sent by email. Controller shall be notified by email sent to the address related to its use of the Service under the Principal Agreement. Processor shall be notified by email sent to the address: contact@Vaizle.
13.Governing Law and Jurisdiction
13.1This Agreement is governed by Romanian law.
13.2Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Romania.

Annex 1

The service offered by Code Path SRL is Vaizle.

Vaizle offers competitive social media benchmarks – the ability to monitor social media accounts across multiple social media networks (Twitter, Facebook, Instagram, YouTube, LinkedIn)

In order to offer the Service we need to process data as explained below:

Name of the function/service:

Vaizle Dashboard Information on the processing of personal data

Purpose of the contract/services provided - type and purpose of data processing:

Vaizle provides social media analytics and reporting for multiple platforms. The processing of personal data within these functionalities is described below and applies in addition to the general information in the case of the use of these functionalities by the customer.
With the help of Vaizle, the client can analyse and compare profiles for his own and third-party social media profiles (e.g. on Facebook, Twitter, Instagram, YouTube, Pinterest, LinkedIn etc.).
To use Vaizle, an email address is required.
The information accessible via Vaizle can be made available via an Application-Programming-Interface (API).
To view restricted metrics (e.g. impressions, demographic data), the client must grant special permissions that we will request. The data obtained will not be shared with persons other than the account holder and the teammates appointed by him
The data we gather is provided by the social media platforms through publicly available API’s.

Types of data which are the subject of processing:

Master data (first name, surname, country code).
Contact data (e-mail address).
Data concerning the online accounts linked in the context of the use of Vaizle: profile ID, authorization keys (access token), list of profiles for which the Controller has elevated access rights (e.g. own Facebook accounts, own Twitter account etc.), creation date, preferred language, time zone, preferred currency, account ID, own profile picture.

Data processed in the case of paid accounts:

Master data (first name, surname, country code).
Contact data (e-mail address).
Contract and payment data (payment method, account holder, list of all associated users).
If the client has a paid subscription, in some cases, other users can also be invited. In the case of invitations to an account, the contractor stores the e-mail address of the invited person

Special categories of data being processed

The categories of data subjects affected by the processing include: