DATA PROCESSING AGREEMENT

Data Processor Agreement

[for Customers]

 

This Data Processing Agreement (the “Agreement”) is between the customer identified below (“Company”) and the supplier identified below (“Supplier”) (each a “party”, together the “parties”) and is entered into as of the date of last signature below (the “Effective Date”).

Agreed and accepted

Introduction

A. Company is a controller of certain personal data (as described in Appendix 1) and wishes to appoint Supplier as a processor to process this personal data on its behalf in connection with Supplier’s performance of a Entelo Subscription Agreement signed by and between the parties  (the “Master Services Agreement”)].

B. The parties have entered into this Agreement to ensure that Supplier conducts such data processing in accordance with Company’s instructions and Applicable Data Protection Law requirements, and with full respect for the fundamental data protection rights of the data subjects whose personal data will be processed.

1.Definitions and interpretation
1.1 Definitions: In this Agreement, the following terms shall have the following meanings:

(a) “Applicable Data Protection Law” shall mean all applicable international, national, federal, state, provincial, and local laws, rules, regulations, directives, and governmental requirements currently in effect, or as they become effective, relating in any way to the privacy, confidentiality, or security of the Processing of Data (defined below), including but not limited to the General Data Protection Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”), the e-Privacy Directive 2002/58/EC, the e­Privacy Regulation 2017/003 (once it takes effect), the California Consumer Privacy Act of 2018, Title 1.81.5 (commencing with Section 1798.100) to Part 4 of Division 3 of the Civil Code (“CCPA”) and any equivalent or similar laws, rules, regulations, directives, and governmental requirements in applicable jurisdictions, and any laws implementing, replacing or supplementing any of them, as amended, consolidated, re-enacted or replaced from time to time.

(b) “controller”, “processor”, “data subject”, “personal data” and “processing” (and “process”) shall have the meanings given in Applicable Data Protection Law.

(c) “International Data Transfer” means any transfer of Company’s Personal Data from the EEA, Switzerland or the United Kingdom to an international organization or to a country outside of the EEA, Switzerland and the United Kingdom;

(d) “Master Services Agreement” shall have the meaning given in paragraph A of the Introduction to this Agreement.

(e) “Standard Contractual Clauses” means the clauses annexed to EU Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (OJ L 39, 12.2.2010, p. 5-18).

1.2 Interpretation: Capitalized terms used but not defined in this Agreement shall have the meanings given in the Master Services Agreement.

 

2. Data Protection

2.1 Relationship of the parties: Company (the controller) appoints Supplier as a processor to process the personal data described in Appendix 1 that is the subject of the Master Services Agreement (the “Data”).  Each party shall comply with the obligations that apply to it under Applicable Data Protection Law.

2.2 Purpose limitation: Supplier shall process the Data as a processor only for the purposes described in Appendix 1 as necessary to perform its obligations under the Master Services Agreement and strictly in accordance with the documented instructions of Company (the “Permitted Purpose”), except where otherwise required by any EU (or any EU Member State) law applicable to Supplier.  In no event shall Supplier process the Data for its own purposes or those of any third party.

2.3 Confidentiality of processing: Supplier shall ensure that any person that it authorises to process the Data (including Supplier’s staff, agents and subcontractors) (an “Authorised Person”) shall be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty), and shall not permit any person to process the Data who is not under such a duty of confidentiality. Supplier shall ensure that all Authorised Persons process the Data only as necessary for the Permitted Purpose.

2.4 Security: Supplier shall implement appropriate administrative, physical, technical and organisational measures (“Security Measures”) to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a “Security Incident”).  Such measures shall have regard to 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. Such measures shall include, as appropriate:

(a) the pseudonymisation and encryption of personal data;

(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;

(d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

At a minimum, such Security Measures shall include the measures identified in Appendix 2.

2.5 Subprocessing: Supplier shall not subcontract any processing of the Data to a third party subprocessor without the prior written consent of Company. A list of approved subprocessors as of the Effective Date is attached at Exhibit A. Supplier  is permitted to disclose Data to each approved subprocessor  pursuant to a written agreement  that complies with this  Agreement and Applicable Data Protection Law. Supplier shall maintain and provide updated copies of this list to Company when it adds or removes subprocessors in accordance with this Clause.  If Company refuses to consent to Supplier’s appointment of a third party subprocessor on reasonable grounds relating to the protection of the Data, then either Supplier will not appoint the subprocessor or Company may elect to suspend or terminate this Agreement and the Master Services Agreement without penalty.

2.6 Cooperation and data subjects’ rights: Supplier shall provide all reasonable and timely assistance (including by appropriate technical and organisational measures) to Company (at its own expense) to enable Company to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data.   In the event that any such request, correspondence, enquiry or complaint is made directly to Supplier, Supplier shall promptly inform Company providing full details of the same.

2.7 Data Protection Impact Assessment: If Supplier believes or becomes aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it shall promptly inform Company and provide Company with all such reasonable and timely assistance as Company may require in order to conduct a data protection impact assessment and, if necessary, consult with its relevant data protection authority.

2.8 Security incidents: Upon becoming aware of a Security Incident, Supplier shall inform Company without undue delay and shall provide all such timely information and cooperation as Company may require in order for Company to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law.  Supplier shall further take all such measures and actions as are necessary to remedy or mitigate the effects of the Security Incident and shall keep Company informed of all developments in connection with the Security Incident.

2.9 Deletion or return of Data: Upon termination or expiry of this Agreement, Supplier shall (at Company’s election) destroy or return to Company all Data (including all copies of the Data) in its possession or control (including any Data subcontracted to a third party for processing).  This requirement shall not apply to the extent that Supplier is required by any Applicable Data Protection Law to retain some or all of the Data, in which event Supplier shall isolate and protect the Data from any further processing except to the extent required by such law.

2.10 Audit: Supplier has and will maintain commercially reasonable internal security controls and auditing procedures to audit its controls. On request from Company, Supplier will provide summaries of previous audit results. Once in a rolling 12-month period, or following a Security Incident, or as otherwise required by Applicable Data Protection Law, Supplier will permit Company or its auditor to conduct an audit of Supplier to verify Supplier’s compliance with this Agreement, at Company’s expense (“Audit”). If Company elects, Company or its auditor may conduct the Audit by reviewing the Supplier’s privacy- or security-related certificate (for example, ISO 27001). Company and Supplier will agree in advance on reasonable timing, scope, and security controls applicable to the Audit (including restricting access to Supplier’s trade secrets and data belonging to Supplier’s other customers). If the Security Incident is caused by Company then Supplier may charge Company a reasonable fee for the Audit if Supplier documents the basis and calculation of the fee in advance. If Company provides Supplier with notice of a security deficiency (detected through tests or audits performed under this section or otherwise), Supplier will remediate the deficiency as appropriate, within a reasonable timeframe.

2.11 The terms “Personal Information”, “Sell”, “Sale”, and “Service Provider” shall have the same meaning as in the CCPA. Supplier is acting as a Service Provider with Company. Supplier shall retain, use and disclose Data solely for the purpose of performing Supplier’s obligations under the Master Services Agreement for Company and for no commercial purpose other than the performance of such obligations. Supplier does not receive any Data as consideration for the services described in the Master Services Agreement.  Supplier shall not Sell Data, and shall not retain, use or disclose Data except as necessary for the sole purpose of performing the services described in the Master Services Agreement. Supplier shall refrain from taking any action that would cause any transfers of Data, either to Supplier or from Supplier, to qualify as a Sale of Personal Information.

2.12 Supplier acknowledges that Company may disclose this Agreement to the US Department of Commerce, the Federal Trade Commission, European data protection authority, or any other US or EU judicial or regulatory body upon their request and that any such disclosure shall not be deemed a breach of confidentiality.

 

3. International Transfers

3.1 Company hereby authorizes Supplier to perform International Data Transfers to any country deemed adequate by the EU Commission; on the basis of appropriate safeguards in accordance with Data Protection Law; or pursuant to the Standard Contractual Clauses referred to in Section 3.2.

3.2 By signing this Agreement, Supplier and Company conclude the Standard Contractual Clauses, which are attached as Schedule 1 and hereby incorporated into this Agreement and completed as follows: the “data exporter” is Company; the “data importer” is Supplier; the governing law in Clause 9 and Clause 11.3 of the Standard Contractual Clauses is the law of the country in which Company is established; Appendix 1 and Appendix 2 to the Standard Contractual Clauses, are Appendix 1 and 2 to this Agreement respectively.

3.3 If Supplier’s compliance with Data Protection Law applicable to International Data Transfers is affected by circumstances outside of Supplier’s control, including if a legal instrument for International Data Transfers is invalidated, amended, or replaced, then Supplier and Company will work together in good faith to reasonably resolve such non-compliance.

 

4. Miscellaneous

This Agreement shall be governed by, and construed in accordance with, the law of the State of California USA and the courts located in San Francisco County, California shall have exclusive jurisdiction to hear any dispute or other issue arising out of, or in connection with, this Agreement, except where otherwise required by Applicable Data Protection Law.

 

SCHEDULE 1

STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

 

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

 

The entity identified as “Company” in the Data Processing Agreement

(the “data exporter”)

And

ENTELO INC.

584 Castro Street, #909, San Francisco, California 94114

(the “data importer”)

each a “party”; together “the parties”,

 

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

 

Clause 1

Definitions

For the purposes of the Clauses:

(a)        ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (1);

(b)        ‘the data exporter’ means the controller who transfers the personal data;

(c)        ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d)        ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e)        ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of indi­viduals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f)         ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

 

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

 

Clause 3

Third-party beneficiary clause

  1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
  2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
  3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub- processor shall be limited to its own processing operations under the Clauses.
  4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

 

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a)        that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b)        that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c)        that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d)        that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and  against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to     the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e)        that it will ensure compliance with the security measures;

(f)         that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g)        to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h)        to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i)         that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub- processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j)         that it will ensure compliance with Clause 4(a) to (i).

 

Clause 5

Obligations of the data importer[1]

The data importer agrees and warrants:

(a)        to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b)        that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c)        that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d)        that it will promptly notify the data exporter about:

(i)         any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

(ii)        any accidental or unauthorised access; and

(iii)       any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e)        to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f)         at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g)        to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h)        that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i)         that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j)         to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

 

 

Clause 6

Liability

  1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
  2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
  3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

 

Clause 7

Mediation and jurisdiction

  1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a)        to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b)        to refer the dispute to the courts in the Member State in which the data exporter is established.

  1. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

 

Clause 8

Cooperation with supervisory authorities

  1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
  2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
  3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

 

Clause 9

Governing law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

 

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

 

Clause 11

Sub-processing

  1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses (1). Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
  2. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity  has  assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
  3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
  4. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

 

Clause 12

Obligation after the termination of personal data-processing services

  1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
  2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.

 

 

Appendix 1

Data Processing Description

This Appendix 1 forms part of the Agreement and describes the processing that the processor will perform on behalf of the controller.

Controller

The controller is:

the entity identified as “Company” in the Data Processing Agreement

Processor

The processor is:

Entelo Inc., a Delaware corporation (“Supplier”)

Data subjects

The personal data to be processed concern the following categories of data subjects (please specify):

  • data subjects are talent recruiting team employees of data exporter and job candidates of data exporter

Categories of data

The personal data to be processed concern the following categories of data (please specify):

  • Personal identification and contact details: names and email addresses of Users (as defined in the Master Services Agreement) who are granted access to the Entelo Services by Customer
  • Digital device profile: IP addresses of these Users which may indicate locational data for each User
  • Other categories of data related to the personal information of the User or job candidate. These categories of data are contained in: (a) comments created by Users and uploaded to the Entelo Services by Users and (b) email messages written by Users and delivered over the Entelo platform. Comments and email content may be of any nature permitted under the Entelo Service Agreement with Customer, but typically relate to the suitability of a job candidate for Customer.

Special categories of data (if appropriate)

The personal data to be processed concern the following special categories of data (please specify):

  • None

Processing operations

The personal data will be subject to the following basic processing activities (please specify):

  • To authenticate and provide access control
  • To send / receive communication on behalf of the Users
  • To report on activities
  • To tag and export data to ATS / other recruiting tools.
  • To perform back up and restore
  • To review product usage, customer success and troubleshooting

The personal data will be stored and processed only in order to provide the services described in the Master Services Agreement for the benefit of Company.

 

Appendix 2

Minimum Security Measures

Minimum Security Measures shall include an information security program that safeguards Company Data and Company confidential information. Such Security Measures must include:

(a) strict logical or physical separation between Company Data and Company confidential information, Supplier’s own data and data of other customers of Supplier;

(b) maintaining industry-standard perimeter protection for Supplier’s network and devices connected thereto (“Supplier’s System”);

(c) applying, as soon as practicable, patches or other controls to Supplier’s System that effectively address actual or potential code-based security vulnerabilities;

(d) employing commercially reasonable efforts to ensure that Supplier’s System remains free of security vulnerabilities, viruses, malware, and other harmful code;

(e) employing commercially reasonable efforts to practice safe coding standard and practices which address common application security vulnerabilities;

(f) providing appropriate education and training to Supplier employees and workers regarding these Security Measures and ensuring that those individuals are bound by confidentiality obligations;

(g) accessing or transferring Company Data or Company confidential information to or from Company systems only in a secure and confidential manner, including complying with specific security provisions and procedures set forth by Company in advance in writing, and

(h) limiting Supplier employee/agent/subcontractor access to Supplier’s network, systems, devices and facilities to those with a need for such access, and whose access privileges shall be revoked promptly upon their termination.

Supplier shall provide to Company an individual point of contact for security purposes, and shall update this information from time to time as necessary.

 

Exhibit A

Approved Subprocessors

Click here to review Entelo’s current Approved Subprocessors list.

 

 

[1] Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated professions, an  important economic or financial interest of the State or the  protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses.     Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, inter alia, internationally recognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.