Data Processing Agreement
This Data Protection Addendum dated as of 22 Sep 2025 including all attached exhibits (“DPA” or “Addendum”) forms an addendum to that certain SaaS Services Agreement (“Agreement”) between [Client.Company], (“Customer”), and HockeyStack, Inc. (“Vendor”), each a “Party” and collectively the “Parties.” To the extent of any conflict, this Addendum applies to and takes precedence over that document and any associated contractual document between the Parties, such as an order form, or statement of work thereunder (collectively, the “ Agreement”), with regard to the Processing of Personal Data and Customer Data. Capitalized terms appearing herein that are not separately defined shall have the meanings ascribed to such terms as set forth in the Agreement.
Customer and Vendor agree as follows:
1. Definitions. For purposes of this Addendum:
a. “Customer Data” includes any and all information and materials, including without limitation, Personal Data that may be made available by Customer to Vendor under the Agreement.
b. “Data Protection Laws” means all applicable laws, regulations, and other legal or self-regulatory requirements in any jurisdiction relating to privacy, data protection, data security, breach notification, or the Processing of Personal Data, including without limitation, to the extent applicable, the General Data Protection Regulation, Regulation (EU) 2016/679 (“GDPR”), the United Kingdom Data Protection Act of 2018 (“UK Privacy Act”), the Swiss Federal Act on Data Protection (“FADP”), the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. and associated regulations (“CCPA”), and the following, when effective and together with any associated regulations: the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), Connecticut’s Act Concerning Personal Data Privacy and Online Monitoring (“Connecticut Data Privacy Act” or “CDPA”), the Utah Consumer Privacy Act (“UCPA”), and the Virginia Consumer Data Protection Act (“VCDPA”). For the avoidance of doubt, if Vendor’s Processing activities involving Personal Data are not within the scope of a given Data Privacy Law, such law is not applicable for purposes of this Addendum.
c. “Data Subject” means an identified or identifiable natural person about whom Personal Data relates. Data subject may also include certain legal entities under the Swiss Federal Act on Data Protection, as applicable.
d. “EU SCCs” means the Standard Contractual Clauses issued pursuant to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, completed as set forth in Exhibit A to this DPA.
e. “Personal Data” includes “personal data,” “personal information,” “personally identifiable information,” and similar terms, and such terms shall have the same meaning as defined by applicable Data Protection Laws.
f. “Process” and “Processing” mean any operation or set of operations performed on Personal Data or Customer Data, or on sets of Personal Data or Customer Data, whether or not by automated means, such as collection, recording, organization, creating, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.
g. “Security Incident” means any incident materially affecting systems supporting the services or storing of Personal Data or Customer Data, including accidental or unlawful acquisition, destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data or Customer Data, or detection of any unauthorized activity on systems processing or storing Personal Data or Customer Data.
2. Scope and Purposes of Processing
a. Vendor will Process Personal Data and Customer Data solely: (1) to fulfill its obligations to Customer under the Agreement, including this Addendum; (2) on Customer’s behalf; and (3) in compliance with Data Protection Laws. If a Data Protection Law to which Vendor is subject requires Vendor to Process Personal Data in a manner that conflicts with the terms of the Agreement or this Addendum, Vendor will inform Customer of that legal requirement before Processing, unless that law prohibits Vendor from providing such information on important grounds of public interest within the meaning of Data Protection Laws.
b. Without limiting the foregoing, Customer directs Vendor, and Vendor agrees, to Process Personal Data and Customer Data solely in accordance with Customer’s written instructions, as may be provided by Customer to Vendor from time to time.
c. Vendor will immediately inform Customer if, in Vendor’s opinion, an instruction from Customer infringes Data Protection Laws.
d. Vendor will not:
I. “Sell” Personal Data (as such term is defined in applicable Data Protection Laws), “share” Personal Data for purposes of “cross-context behavioral advertising” (as such terms are defined in applicable Data Privacy Laws), or otherwise Process Personal Data for any purpose other than for the specific purposes set forth herein or outside of the direct business relationship with Customer. Vendor understands the restrictions and requirements set forth in this paragraph and will comply with them.
II. Attempt to link, identify, or otherwise create a relationship between Personal Data and non-Personal Data or any other data without the express authorization of Customer.
3. Personal Data Processing Requirements
Vendor will:
a. Provide the same level of protection for Personal Data as is required under the Data Protection Laws applicable to Customer.
b. Ensure that the persons it authorizes to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
c. Upon written request of Customer, assist Customer in the fulfilment of Customer’s obligations to respond to verifiable requests by Data Subjects (or their lawful representatives) for exercising their rights under Data Protection Laws (such as rights to access or delete Personal Data).
d. Comply with any applicable restrictions under Data Protection Laws on combining Personal Data with personal data that Vendor receives from, or on behalf of, another person or persons, or that Vendor collects from any interaction between it and a Data Subject.
e. Promptly, and in any event within ten days, notify Customer of (i) any third-party or Data Subject complaints regarding the Processing of Personal Data; (ii) any Data Subject requests for exercising their rights under Data Protection Laws; or (iii) any government or Data Subject requests for access to or information about Vendor’s Processing of Personal Data on Customer’s behalf, unless prohibited by Data Protection Laws. If Vendor receives a third-party, Data Subject, or governmental request, Vendor will await written instructions from Customer on how, if at all, to assist in responding to the request. Vendor will provide Customer with reasonable cooperation and assistance in relation to any such request.
f. Provide reasonable assistance to and cooperation with Customer for Customer’s performance of a data protection impact assessment of Processing or proposed Processing of Personal Data, when required by applicable Data Protection Laws.
g. Provide reasonable assistance to and cooperation with Customer for Customer’s consultation with regulatory authorities in relation to the Processing or proposed Processing of Personal Data, including complying with any obligation applicable to Vendor under Data Protection Laws to consult with a regulatory authority in relation to Vendor’s Processing or proposed Processing of Personal Data.
4. Data Security
Vendor will implement appropriate administrative, technical, physical, and organizational measures to protect Personal Data and Customer Data, as set forth in Exhibit B herein.
5. Security Incident
Vendor will notify Customer promptly, and in any event within forty-eight (48) hours, of any Security Incident. Vendor will comply with the Security Incident-related obligations directly applicable to it under Data Protection Laws and will assist Customer in Customer’s compliance with its Security Incident-related obligations, including without limitation, by:
a. At Vendor’s own expense, taking steps to mitigate the effects of the Security Incident and reduce the risk to Customer Data and to Data Subjects whose Personal Data was involved; and
b. Providing Customer with the following information, to the extent known:
I. The nature of the Security Incident, including, where possible, how the Security Incident occurred, the nature and type of Personal Data and Customer Data concerned, the categories and approximate number of Data Subjects concerned if any, and the categories and approximate number of Personal Data records concerned if any;
II. The likely consequences of the Security Incident; and
III. Measures taken or proposed to be taken by Vendor to address the Security Incident, including, where appropriate, measures to mitigate its possible adverse effects, and steps to eliminate or reduce the likelihood of recurrenace.
6. Subprocessors
a. Customer acknowledges and agrees that Vendor may use Vendor affiliates and other subprocessors to Process Personal Data in accordance with the provisions within this Addendum and Data Protection Laws. Where Vendor sub-contracts any of its rights or obligations concerning Personal Data, including to any affiliate, Vendor will: (1) take steps to select and retain subprocessors that are capable of maintaining appropriate privacy and security measures to protect Personal Data consistent with applicable Data Protection Laws; and (ii) require that each subprocessor complies with obligations that are no less restrictive than those imposed on Vendor under this Addendum. Vendor shall be liable for the acts and omissions of its subprocessors to the same extent that Vendor would be liable if performing the services of each subprocessor directly under the terms of this DPA, except as otherwise set forth in the Agreement.
b. Vendor has provided a current list of Vendor’s subprocessors, and Customer hereby consents to Vendor’s use of such subprocessors. Vendor will maintain an up-to-date list of its subprocessors, and it will provide Customer with notice of any new subprocessor added to the list prior to transferring Customer Personal Data to such a new subprocessor. In the event Customer objects to a new subprocessor, Vendor will not transfer Customer Personal Data to the new subprocessor and will use reasonable efforts to make available to Customer a change in the services or recommend a commercially reasonable change to, Customer’ use of the services to avoid Processing of Personal Data by the objected-to subprocessor without unreasonably burdening the Customer. Customer may, in its sole discretion, terminate the Agreement at any time and by providing written notice to Vendor in the event that it objects to a subprocessor and Vendor is unable to change the services to satisfy Customer.
7. Data Transfers
a. Customer authorizes Vendor and its subprocessors to make international transfers of Personal Data in accordance with this DPA so long as applicable Data Protection Laws for such transfers are respected.
b. With respect to Personal Data transferred from the United Kingdom for which United Kingdom law (and not the law in any European Economic Area jurisdiction) governs the international nature of the transfer, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (available as of the Effective Date at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf) (“UK SCCs”) forms part of this DPA and takes precedence over the rest of this DPA as set forth in the UK SCCs. Undefined capitalized terms used in this provision shall mean the definitions in the UK SCCs. For purposes of the UK SCCs, they shall be deemed completed as follows:
I. Table 1 of the UK SCCs:
- The Parties’ details shall be the Parties and their affiliates to the extent any of them is involved in such transfer.
- The Key Contact shall be the contacts set forth in the Agreement.
II. Table 2 of the UK SCCs: The Approved EU SCCs referenced in Table 2 shall be the EU SCCs as executed by the Parties.
II. Table 3 of the UK SCCs: Annex 1A, 1B, II, and III shall be set forth in Annexes I and II to Exhibit A’s Appendix below, and Exhibit B below.
IV. Table 4 of the UK SCCs: Either Party may end this DPA as set out in Section 19 of the UK SCCs.
V. By entering into this DPA, the Parties are deemed to be signing the UK SCCs..
c. With respect to Personal Data transferred from Switzerland for which Swiss law (and not the law in any European Economic Area jurisdiction) governs the international nature of the transfer, references to the GDPR in Clause 4 of the EU SCCs are, to the extent legally required, amended to refer to the Swiss Federal Data Protection Act or its successor instead, and the concept of supervisory authority shall include the Swiss Federal Data Protection and Information Commissioner.
d. With respect to Personal Data transferred from the European Economic Area, the EU SCCs incorporated herein as Exhibit A shall apply, form part of this Addendum, and take precedence over the rest of this Addendum as set forth in the EU SCCs.
8. Additional Safeguards for the Transfer and Processing of Personal Data from the EEA, Switzerland, and the United Kingdom
To the extent that Vendor Processes Personal Data of Data Subjects located in or subject to the applicable Data Protection Laws of the European Economic Area (“EEA”), Switzerland, or the United Kingdom, Vendor agrees to the following safeguards to protect such data to an equivalent level as applicable Data Protection Laws:
a. Vendor uses encryption both in transit and at rest.
b. As of the date of this DPA, Vendor has not received any national security orders of the type described in Paragraphs 150-202 of the judgment in the EU Court of Justice Case C-311/18, Data Protection Commissioner v Facebook Ireland Limited and Maximillian Schrems.
c. As of the date of this DPA, no court has found Vendor to be the type of entity eligible to receive process issued under FISA Section 702: (i) an “electronic communication service provider” within the meaning of 50 U.S.C § 1881(b)(4) or (ii) a member of any of the categories of entities described within that definition.
d. Vendor shall not comply with any request under FISA for bulk surveillance, i.e., a surveillance demand whereby a targeted account identifier is not identified via a specific “targeted selector” (an identifier that is unique to the targeted endpoint of communications subject to the surveillance), or take any action pursuant to U.S. Executive Order 12333.
e. Vendor shall use available legal mechanisms to challenge any demands for data access through national security process that it receives, as well as any non-disclosure provisions attached thereto.
f. Vendor will notify Customer if Vendor can no longer comply with the Standard Contractual Clauses or these Additional Safeguards, without being required to identify the specific provision with which it can no longer comply.
9. Audits
Vendor will make available to Customer all information necessary to demonstrate compliance with this Addendum and will allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer, provided that, except in the case of a security incident, for which there is no frequency limitation, such audit shall occur nor more than once every six (6) calendar months, upon reasonable prior written notice, and during Vendor’s normal business hours.
10. Return or Destruction of Personal Data
Except to the extent required otherwise by Data Protection Laws, Vendor will, at the choice of Customer, return to Customer and/or securely destroy all Personal Data upon (a) written request of Customer or (b) termination of the Agreement, and Vendor will certify such return or destruction to Customer in writing. Except to the extent prohibited by Data Protection Laws, Vendor will inform Customer if it is not able to return or delete the Personal Data.
11. Term
The effective date of this Addendum is the date of the latest signature of a Party. Notwithstanding expiration or termination of the Agreement, this Addendum will remain in effect until the deletion of all Customer Personal Data and Customer Data as described in this Addendum and will automatically expire upon Customer’s receipt of certification of such deletion.
12. Survival
The provisions of this Addendum survive the termination or expiration of the Agreement for so long as Vendor or its subprocessors Process the Personal Data or Customer Data.
13. Order of Precedence
This Addendum is incorporated into and forms part of the Agreement. For matters not addressed under this Addendum, the terms in the Agreement shall apply. With respect to the rights and obligations of the parties with respect to the Processing of Personal Data or Customer Data, the terms of this Addendum will control, to the extent of any conflict.
Customer Company:
Name:
Title:
Date:
Signature:
HockeyStack, Inc.
Name:
Title:
Date:
Signature:
- Exhibit A
STANDARD CONTRACTUAL CLAUSES
SECTION I
Clause 1
Purpose and scope
a. The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
b. The Parties:
I. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
II. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
have agreed to these standard contractual clauses (hereinafter: “Clauses”).
a. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
b. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
a. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
b. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
a. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
I. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
II. Clause 8 - Clause 8.1(b), 8.9(a), (c), (d) and (e);;
III. Clause 9 - Clause 9(a), (c), (d) and (e);
IV. Clause 12 - Clause 12(a), (d) and (f);
V. Clause 13;
VI. Clause 15.1(c), (d) and (e);
VII. Clause 16(e);
VIII. Clause 18 - Clause 18(a) and (b).
IX. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
a. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
b. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
c. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7
Docking clause
a. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
b. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
c. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
SECTION II - OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
a. The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
b. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
a. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
b. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
c. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
d. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
I. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
II. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
III. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
IV. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
a. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
b. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
c. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
d. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
e. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
a. The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 5 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
b. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfills its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
c. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
d. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
e. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Clause 10
Data subject rights
a. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
b. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
c. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
Clause 11
Redress
a. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
b. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
c. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
I. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
II. refer the dispute to the competent courts within the meaning of Clause 18.
d. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
e. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
f. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
a. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
b. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
c. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
d. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
e. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
f. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
g. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
a. The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
b. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
Clause 14
Use of AI
a. The data importer must not use data subjects’ information and data exporter’s information for AI training or third party sharing that does not directly benefit data exporter. Further, data importer shall not use any data exporter Customer Data to improve their or their subprocessor's products or services, including to train any artificial intelligence or machine learning models. In addition to any indemnification obligations in this Agreement, data importer shall indemnify, defend, and hold data exporter harmless for any damages arising from any artificial intelligence features incorporated in the Services, including any third party tools or plugins as applicable.
SECTION III - LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 15
Local laws and practices affecting compliance with the Clauses
a. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
b. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
I. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
II. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
III. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
c. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
d. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
e. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
f. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfill its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 16
Obligations of the data importer in case of access by public authorities
15.1 Notification
a. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
I. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
II. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
b. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
c. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
d. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
e. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
a. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
b. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
c. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV - FINAL PROVISIONS
Clause 17
Non-compliance with the Clauses and termination
a. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
b. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
c. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
I. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
II. the data importer is in substantial or persistent breach of these Clauses; or
the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
III. In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
d. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
e. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 18
Governing law
These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Germany.
Clause 19
Choice of forum and jurisdiction
a. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
b. The Parties agree that those shall be the courts of Germany.
c. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
d. The Parties agree to submit themselves to the jurisdiction of such courts.
APPENDIX ANNEX I
A. LIST OF PARTIES
Data exporter:
Name (Customer Company) :
Address:
Contact person’s name:
Contact person's position:
Contact person's contact details:
Activities relevant to the data transferred under these Clauses: The data transfer is allowed solely to enable the data importer to process the personal data on behalf of the data exporter for the limited purposes permitted and contemplated by the underlying Agreement between the data exporter and data importer with respect to which these Standard Contractual Clauses apply.
Role: Controller
Date:
Data importer:
Name: HockeyStack, Inc.
Address: 512 2nd Street, San Francisco, CA, 94107
Contact person’s name: Buğra Gündüz
Contact person's position: CEO
Contact person's contact details: bugra@hockeystack.com
Activities relevant to the data transferred under these Clauses: The data transfer is allowed solely to enable the data importer to process the personal data on behalf of the data exporter for the limited purposes permitted and contemplated by the underlying Agreement between the data exporter and data importer with respect to which these Standard Contractual Clauses apply.
Role: Processor
Date:
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Web visitors, customers, and prospects of Customer.
Categories of personal data transferred
Data that is tracked by connected vendors. Namely: Name, E-mail, Phone number, and anything else that Customer collects via their vendors and connects to HockeyStack.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
N/A
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Continuous
Nature of the processing
The data transfer is allowed solely to enable the data importer to process the personal data on behalf of the data exporter for the limited purposes permitted and contemplated by the underlying Agreement between the data exporter and data importer with respect to which these Standard Contractual Clauses apply.
Purpose(s) of the data transfer and further processing
The data transfer is allowed solely to enable the data importer to process the personal data on behalf of the data exporter for the limited purposes permitted and contemplated by the underlying Agreement between the data exporter and data importer with respect to which these Standard Contractual Clauses apply.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Personal data shall only be retained by the data importer/processor for such period of time as is necessary for the processor to perform its obligations to the data importer/controller under the relevant contract between the data exporter and data importer with respect to which these Standard Contractual Clauses apply (or such other period of time to the extent necessary/permitted under applicable laws).
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
To the extent applicable, subprocessors shall process the data for the same subject matter, nature, and duration as the primary processor except as otherwise required under applicable laws.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause
13 Berliner Beauftragte für Datenschutz und Informationsfreiheit
ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons:
See Exhibit B of the DPA
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter:
The data importer shall only select and contract with subprocessors that are capable of maintaining appropriate security safeguards that are no less onernous than those contained in this Appendix and DPA.
ANNEX III – LIST OF SUB-PROCESSORS
The controller has authorised the use of the following sub-processors:
Exhibit B
TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES
For purposes of the EU SCCs, this Exhibit B also serves as Annex II to the EU SCCs.
All security policies are provided and updated at security.hockeystack.com