DATA PROCESSING ADDENDUM

Service version date:  June 11, 2018

This Data Processing Addendum (“Addendum“) is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law (defined below).  This DPA does not apply to for which Botdoc is a Controller.

This Addendum amends and supplements the ShortSave Terms of Service, CORP Terms of Service and API Terms of Service (“Agreement”).  If there is any conflict between this Addendum and the Agreement regarding the parties’ respective privacy and security obligations, the provisions of this Addendum shall control.

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, Customer (as data exporter) and ShortSave Inc aka Botdoc (as data importer, whose signature appears below), each a “party,” together “the parties,” have agreed on the following Contractual Clauses (the “Clauses” or “Standard Contractual 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.

I. Introduction

1. Definitions.

  • Data Controller” means an entity that determines the purposes and means of the processing of Personal Data.
  • Data Processor” means an entity that processes Personal Data on behalf of a Data Controller.
  • Personal Data” means any information relating to an identified or identifiable natural person.
  • Processing” has the meaning given to it in the GDPR and “process“, “processes” and
  • processed” shall be interpreted accordingly.
  • EU Data Protection Law” shall mean: (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data; and (ii) on and after 25 May 2018, 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, and repealing Directive 95/46/EC (“General Data Protection Regulation” or “GDPR”).
  • Customer Account Data” shall mean personal data that relates to Customer’s relationship with Botdoc, including the names and/or contact information of individuals authorized by Customer to access Customer’s Botdoc account and billing information of individuals that Customer has associated with its Botdoc account;
  • Customer Usage Data” shall mean data processed by Botdoc for the purposes of transmitting, distributing or exchanging Customer Content; including data used to trace and identify the source and destination of a communication, such as individual data subjects’ telephone numbers, data on the location of the device generated in the context of providing the Botdoc Services, and the date, time, duration and the type of communication.
  • Customer Content” shall mean content exchanged by means of use of the Botdoc Services, such as text, message bodies, voice and video media, images, and sound.
  • Privacy Shield Framework” shall mean the EU-US and/or Swiss-US Privacy Shield self-certification program operated by the US Department of Commerce.
  • Privacy Shield Principles” shall mean the Privacy Shield Framework Principles (as supplemented by the Supplemental Principles).
  • “Botdoc Services” shall have the same meaning as in the Agreement.

2. Relationship of the Parties. The parties acknowledge and agree that with regard to the processing of Customer Content, Customer is a controller or processor, as applicable, and Botdoc is a processor. With regard to the processing of Customer Account Data and Customer Usage Data, Customer is a controller or processor, as applicable, and Botdoc is an independent controller, not a joint controller with Customer.  Each party shall comply with its obligations under Applicable Data Protection Law, and this Addendum, when processing Personal Data.

II. Processor Obligations (Customer Content)

3. Details of the processing.

  • 3.1 Subject Matter: Botdoc’s provision of the Botdoc Services to Customer.
  • 3.2 Purpose of the Processing: The purpose of the data processing under this Addendum is the provision of the Botdoc Services as initiated by Customer from time to time.
  • 3.3 Categories of Data: Data relating to individuals provided to Botdoc via the Botdoc Services, by (or at the direction of) Customer of Customer’s end users.
  • 3.4 Categories of Data Subjects: Data subjects may include Customer’s customers, employees, suppliers and end users about whom data is provided to Botdoc via the Botdoc Services by (or at the direction of) Customer or by Customer’s end users.
  • 3.5 Duration of the Processing: As between Botdoc and Customer, the duration of the data processing of Customer Content under this Addendum is necessarily determined by Customer.

4. Customer Instructions. Customer appoints Botdoc as a processor to process Customer Content on behalf of, and in accordance with, Customer’s instructions as set out in the Agreement and this Addendum, as otherwise necessary to provide the Botdoc Services, or as otherwise agreed in writing (“Permitted Purposes”).  Additional instructions outside the scope of the Agreement, this Addendum, or as otherwise needed to provide the Botdoc Services may result in additional fees payable by Customer to Botdoc for carrying out those instructions.  Customer shall ensure that its instructions comply with all laws, regulations and rules applicable to the Customer Content, and that Botdoc’ s processing of the Customer Content in accordance with Customer’s instructions will not cause Botdoc to violate any applicable law, regulation or rule, including Applicable Data Protection Law.  Botdoc agrees not to access or use Customer Content, except as necessary to maintain or provide the Botdoc Services, or as necessary to comply with the law or other binding governmental order.

5. Confidentiality of Customer Content and Responding to Third Party Requests. In the event that any request, correspondence, enquiry or complaint from a data subject, regulatory or third party is made directly to Botdoc in connection with Botdoc’s processing of Customer Content, Botdoc shall promptly inform Customer providing details of the same, to the extent legally permitted.  Unless legally obligated to do so, Botdoc shall not respond to any such request, inquiry or complaint without Customer’s prior consent except to confirm that the request relates to Customer to which Customer hereby agrees.

6. Confidentiality Obligations of Botdoc Personnel. Botdoc will ensure that any person it authorizes to process the Customer Content shall protect the Customer Content in accordance with Botdoc’s confidentiality obligations under the Agreement.

7. Data Subject Rights. As part of the Botdoc Services, Botdoc provides Customer with a number of self-service features, including the ability to delete, retrieve, or restrict use of Customer Content, which may be used by Customer to assist in its obligations under Applicable Data Protection Law with respect to responding to requests from data subjects.  In addition, Botdoc will provide reasonable additional and timely assistance (at Customer’s expense) to the extent the self-service features of the Botdoc Services do not sufficiently enable Customer to comply with its data protection obligations with respect to data subject rights under Applicable Data Protection Law.

8. Impact Assessments and Consultations. On or after May 25, 2018, if Botdoc believes or becomes aware that its processing of Customer Content is likely to result in a high risk to the data protection rights and freedoms of data subjects, Botdoc shall inform Customer and provide reasonable cooperation to Customer (at Customer’s expense) in connection with any data protection impact assessment or consultations with supervisory authorities that may be required under Applicable Data Protection Law.

9. Return or Deletion of Customer Content. The Botdoc Services provide Customer with the capability to obtain a copy of its Customer Content by way of the API and/or dashboard and delete the same.  Accordingly, following termination or expire of the Agreement, Botdoc will provide a reasonable opportunity for Customer to obtain a copy of its Customer Content and delete the same. This requirement shall not apply to the extent that Botdoc is required by law to retain some or all of the Customer Content, or to Customer Content it has archived on back-up systems, which Botdoc shall securely isolate and protect from any further processing except to the extent required by law.

10. Audit Obligations.

  • 10.1   Botdoc’s Audit Program:  The parties acknowledge that Customer must be able to assess Botdoc’s compliance with its obligations under Applicable Data Protection Law, insofar as Botdoc is acting as a processor on behalf of Customer.  Botdoc uses external auditors to verify the adequacy of its security measures with respect to its processing of Customer Content.  Such audits are conducted at least annually, are performed at Botdoc’s expense by independent third party security professionals at Botdoc’s selection, and result in the generation of a confidential audit report.
  • 10.2    Customer Audit:  Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Botdoc shall make available to Customer a copy of Botdoc’s most recent audit report(s) generated as described in section 10.1 (Botdoc’s Audit Program), as applicable.  Customer further agrees that any such audit reports meet Customer’s audit requirements, and Customer agrees to exercise any right it may have to conduct an inspection or audit (including under Standard Contractual Clauses, as applicable) by instruction to Botdoc to carry out the audit described above in Section 10.1 (Botdoc’s Audit Program). If Customer wishes to change this instruction, then Customer must send a written request to Botdoc specifying the requested change.  If Botdoc declines the request to change the instruction, Customer may terminate the Agreement and this Addendum.  If the Standard Contractual Clauses apply, nothing in this Section 10 (Audit Obligations) varies or modifies the Standard Contractual Clauses nor affects the supervisory authorities’ or data subjects’ rights under the Standard Contractual Clauses.

11. Violations of Applicable Data Protection Law. On or after May 25, 2018, Botdoc will inform Customer if it becomes aware or reasonably believes that Customer’s data processing instructions violate Applicable Data Protection Law.

III. Controller Obligations (Customer Account and Usage Data)

12. Purpose Limitation. Botdoc shall process Customer Account Data and Customer Usage Data in accordance with Applicable Data Protection Law and consistent with its Privacy Notices as posted on its publicly-available website and/or the Agreement.

13. Cooperation and Data Subject Rights. In the event that either party receives: (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 Customer Account Data and Customer Usage Data; (collectively, “Correspondence”) then, where such Correspondence relates (or also relates) to processing conducted by the other party, it shall promptly inform the other party and the parties shall cooperate in good faith as necessary to respond to such Correspondence and fulfil their respective obligations under Applicable Data Protection Law.

IV. Security

14. Security Measures. Botdoc has implemented and will maintain appropriate technical and organizational measures to protect Customer Account Data, Customer Usage Data, and Customer Content (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorized disclosure of, or access to the such data (a “Security Incident”).

  • 14.1   Determination of Security Requirements:  Customer acknowledges that the Botdoc Services include certain features and functionalities that Customer may elect to use that impact the security of the data processed by Customer’s use of the Botdoc Services, such as, but not limited to, encryption and availability of multi-factor authentication on Customer’s Botdoc account.  Customer is responsible for reviewing the information Botdoc makes available regarding its data security, including its audit reports, and making an independent determination as to whether the Botdoc Services meet the Customer’s requirements and legal obligations, including its obligations under this Addendum.  Customer is further responsible for properly configuring the Botdoc Services and using available features and functionalities to maintain appropriate security in light of the nature of the data processed by Customer’s use of the Botdoc Services.
  • 14.2   Security Incident Notification – Customer Content:  Botdoc shall, to the extent permitted by law, promptly notify Customer of any Security Incident of which Botdoc becomes aware.  To the extent such Security Incident is caused by a violation of the requirements of this Addendum by Botdoc, Botdoc shall make reasonable efforts to identify and remediate the cause of such Security Incident. Botdoc shall provide reasonable assistance to Customer in the event that Customer is required under Applicable Data Protection Law to notify a supervisory authority or any data subjects of the Security Incident.
  • 14.3   Security Incident Notification – Customer Usage Data:  If Botdoc becomes aware of a confirmed Security Incident involving Customer Usage Data containing the personal data of data subjects with whom Botdoc does not have a direct relationship, for example Customer’s end users, and Botdoc determines that the incident must be reported to a regulatory authority, Botdoc will notify the Customer of the incident and of its obligation and intent to notify the regulatory authority. If the impacted data subjects are required to be notified of the Security Incident, Customer will provide reasonable assistance to Botdoc to trigger appropriate notice to the impacted data subjects.

V. International Transfers of Data 

15. Customer acknowledges that, as of the Effective Date of this Addendum, would be User account creation, Botdoc’s primary processing facilities are in the United States.  To the extent that Customer’s use of the Botdoc Services requires transfer of personal data out of the European Economic Area (“EEA”), Botdoc will take such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law.  Such measures may include (without limitation) transferring the Customer Account Data, Customer Content or Customer Usage Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorization in accordance with Applicable Data Protection Law, or to a recipient that has executed Standard Contractual Clauses adopted or approved by the European Commission.

In the event that the Botdoc Services are covered by more than one transfer mechanism, the transfer of personal data will be subject to a single transfer mechanism in accordance with the following order of precedence: (i) Botdoc’s binding corporate rules; (ii) Botdoc’s EU-US and Swiss-US Privacy Shield Framework self-certifications; and (iii) the Standard Contractual Clauses as set forth in Exhibit 1 to this Addendum.

15.1       Botdoc BCRs:  Should Botdoc achieve binding corporate rules (“BCRs”) authorization in accordance with Applicable Data Protection Law, the parties agree that Botdoc will process Customer Account Data, Customer Content and Customer Usage Data in accordance with those binding corporate rules. The parties further agree that the BCRs will become the lawful transfer mechanism of Customer Account Data, Customer Content and Customer Usage Data from the EEA to Botdoc in the United States, or any other non-EEA Botdoc entity subject to the binding corporate rules, and will supersede any other lawful transfer mechanism previously in place.

15.2       Privacy Shield:  The parties further agree that the Privacy Shield Framework will be the lawful transfer mechanism of Customer Account Data, Customer Content and Customer Usage Data from the EEA or Switzerland to Botdoc in the United States, only to the extent such transfer is not covered by the Botdoc’s BCRs pursuant to Section 15.1 (Botdoc BCRs) of this Addendum.  Botdoc represents that it is self-certified to the Privacy Shield Framework and agrees, with respect to Customer Account Data, Customer Content and Customer Usage Data that it shall comply with the Privacy Shield Principles when handling any such data. To the extent that Customer is also self-certified to the Privacy Shield, Botdoc further agrees:

  • 15.2.1   To provide at least the same level of protection to such data as is required by the Privacy Shield Principles;
  • 15.2.2   To notify Customer if it makes a determination that it can no longer meet its obligation to provide the same level of protection as is required by the Privacy Shield Principles; and
  • 15.2.3   Upon notice, including under Section 15.2.2 above, to work with Customer to take reasonable and appropriate steps to stop and remediate any unauthorized processing of Personal Data.

15.3       Standard Contractual Clauses:  The parties further agree that the Standard Contractual Clauses in Exhibit 1 to this Addendum will apply to personal data within Customer Content that is transferred from the European Economic Area and/or Switzerland to outside the European Economic area and Switzerland, either directly or via onward transfer, to any country or recipient: (i) not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the EU Data Protection Directive) and (ii) not covered by the Botdoc BCRs pursuant to Section 15.1 (Botdoc BCRs) of this Addendum or by the Privacy Shield certification pursuant to Section 15.2 (Privacy Shield) of this Addendum.

VI. Miscellaneous

18. Entire Agreement; Conflict. This Addendum supersedes and replaces all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written, with regard to the subject matter of this Addendum, including any prior data processing addenda entered into between Botdoc and Customer.   If there is any conflict between this Addendum and any agreement, including the Agreement, the terms of this Addendum shall control.

 

EXHIBIT 1

Standard Contractual Clauses

European Commission Decision C( 2 0 1 0 )   5 9 3

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

Data transfer agreement between

Customer who has executed the above Addendum, hereafter “data exporter”

AND

Botdoc 15954 Jackson Creek Parkway, Monument, CO 80132 USA

Tel: 719-960-4767 Email: privacy@botdoc.io

hereinafter “data importer;”

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

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to offer 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

 

(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;

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

Clause 2

Details of the transfer

The details of the transfer and in particular the 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 organizational 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, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(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

 

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 organizational 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 unauthorized access, and
  • (iii)    any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;

(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.
  1. 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 Clauses2. 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 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter

The data exporter is Customer. The data exporter is a user of Botdoc as defined in this Data Processing Addendum.

Data importer

The data importer is Botdoc, a global producer of communication services.  Secure transportation vehicle for internet data through email and mobile access.

Data subjects

The personal data transferred concern the following categories of data subjects:

Data exporter’s customers and end-users.  The data importer will receive any personal data in the form of Customer Content that the data exporter instructs it to process through its cloud communications products and services.  The precise personal data that the data exporter will transfer to the data importer is necessarily determined and controlled solely by the data exporter.

Categories of data

The personal data transferred concern the following categories of data:

Customer Content: content exchanged by means of use of Botdoc’s Services, such as text, email, names, documents and other data in an electronic form.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data:

Botdoc does not intentionally collect or process any special categories of data in the provision of its products and/or services.

However, special categories of data may from time to time be inadvertently processed by Botdoc where the data exporter or its end users choose to include this type of data within the communications it transmits using Botdoc’ s products and/or services.  As such, the data exporter is solely responsible for ensuring the legality of any special categories of data it or its end users choose to process using Botdoc products and/or services.

Processing operations

The personal data transferred will be subject to the following basic processing activities:

Provision of programmable communication products and services, primarily offered in the form of APIs, on behalf of the data exporter, including transmittal to or from data exporter’s software application from or by way of other communications networks.

Storage on Botdoc’s network.

 

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law

Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or documentation/legislation attached):

See https://botdoc.io/policy-security-center/#security-assurance for information and details regarding technical and organizational measures implemented by Botdoc.

The data importer has implemented and will maintain appropriate technical and organizational measures, internal controls, and information security routines intended to protect Customer Data, as defined in the Data Processing Principles and Security Section of this addendum, against accidental loss, destruction, or alteration; unauthorized disclosure or access; or unlawful destruction as follows: The technical and organizational measures, internal controls, and information security routines set forth are hereby incorporated into this Appendix 2 by this reference and are binding on the data importer as if they were set forth in this Appendix 2 in their entirety.

Personnel:  Personnel are obligated to maintain the confidentiality of any Customer Data and this obligation continues even after any engagement ends.

Data Privacy Contact: The data privacy officer of the data importer can be reached at the following address:

Botdoc

Attn: Data Privacy Officer

15954 Jackson Creek Parkway, Ste B572

Monument, CO 80132

privacy@botdoc.io

Signing the Standard Contractual Clauses, Appendix 1, 2 and 3 on behalf of the data importer:

 

(please contact DPO for signed copy)

_______________________________________________________

Karl Falk, CEO

ShortSave Inc aka Botdoc

15954 Jackson Creek Parkway, Ste B572, Monument, CO 80132

 

APPENDIX 3 TO THE STANDARD CONTRACTUAL CLAUSES

 

This Appendix forms part of the Clauses and is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law

This Appendix does not vary or modify the Clauses.  It sets out the parties’ interpretation of their respective obligations under specific Clauses identified below. As permitted by Clause 10 of these Clauses, the purpose of the interpretations is to enable the parties to fulfil their obligations in practice.

Where a party complies with the interpretations set out in this Appendix, that party shall be deemed by the other party to have complied with its commitments under the Clauses.

Clause 5(a): Suspension of data transfers and termination:

  1. The parties acknowledge that data importer may process the personal data only on behalf of the data exporter and in compliance with its instructions as provided by the data exporter and the Clauses.
  2. The parties acknowledge that if data importer cannot provide such compliance for whatever reason, 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.
  3. If the data exporter intends to suspend the transfer of personal data and/or terminate these Clauses, it shall endeavor to provide notice to the data importer and provide data importer with a reasonable period of time to cure the noncompliance (“Cure Period”).
  4. If after the Cure Period the data importer has not or cannot cure the noncompliance then the data exporter may suspend or terminate the transfer of personal data immediately. The data exporter shall not be required to provide such notice in instance where it considers there is a material risk of harm to data subjects or their personal data.

Clause 5(j): Disclosure of sub-processor agreements:

  1. The parties acknowledge the obligation of the data importer to send promptly a copy of any onward sub-processor agreement it concludes under the Clauses to the data exporter.
  2. The parties further acknowledge that, pursuant to sub-processor confidentiality restrictions, data importer may be restricted from disclosing onward sub-processor agreements to data exporter. Notwithstanding this, data importer shall use reasonable efforts to require any sub-processor it appoints to permit it to disclose the sub-processor agreement to data exporter.
  3. Even where data importer cannot disclose a sub-processor agreement to data exporter, the parties agree that, upon the request of data exporter, data importer shall (on a confidential basis) provide all information it reasonably can in connection with such sub-processing agreement to data exporter.

Clause 6: Liability

  1. Any claims brought under the Clauses shall be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in data importer’s Terms of Service in effect as of the date of execution of these Clauses or other written or electronic agreement for data exporter’s use and purchase of data importer’s products and services. In no event shall any party limit its liability with respect to any data subject rights under these Clauses.

Clause 11:  Onward sub-processing

  1. The parties acknowledge that, pursuant to FAQ II.1 in Article 29 Working Party Paper WP 176 entitled “FAQs in order to address some issues raised by the entry into force of the 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” the data exporter may provide a general consent to onward sub-processing by the data importer.
  2. Accordingly, data exporter provides a general consent to data importer, pursuant to Clause 11 of these Clauses, to engage onward sub-processors. Such consent is conditional on data importer’s compliance with the requirements set out below, which collectively ensure that the onward sub-processor will provide adequate protection for the personal data that it processes:
  3. a) any onward sub-processor must agree in writing:
  4.     i.    to only process personal data in the European Economic Area or another country that the European Commission has formally declared to have an “adequate” level of protection in accordance with the requirements of EU Directive 95/46/EC; or
  5.     ii.   to process personal data on terms equivalent to these Clauses or pursuant to a Binding Corporate Rules approval granted by competent European data protection authorities and whose scope extends to transfers of personal data from the territories in which the data exporter is established; and
  6. b) data importer must restrict the onward sub-processor’s access to personal data only to what is strictly necessary to perform its subcontracted data processing services to data importer (which shall be consistent with the instructions issued to data importer by data exporter) and data importer will prohibit the onward sub-processor from processing the personal data for any other purpose.

EXHIBIT 1 – B

For Customers Using 2FA

European Commission Decision C(2004) 5271 Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)

This data transfer agreement is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law

Customer who has executed the above Addendum, hereafter “data exporter

AND

Botdoc 15954 Jackson Creek Parkway, Monument, CO 80132 USA

Tel: 719-960-4767 Email: privacy@botdoc.io

hereinafter “data importer;”

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

Definitions

For the purposes of the clauses:

  1. a) “personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established);
  2. b) “the data exporter” shall mean the controller who transfers the personal data;
  3. c) “the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;
  4. d) “clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

I. Obligations of the data exporter

The data exporter warrants and undertakes that:

  1. a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.
  2. b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.
  3. c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.
  4. d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.
  5. e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

II. Obligations of the data importer

The data importer warrants and undertakes that:

  1. a) It will have in place appropriate technical and organizational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
  2. b) It will have in place procedures so that any third party it authorizes to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorized or required by law or regulation to have access to the personal data.
  3. c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.
  4. d) It will process the personal data for purposes described in Annex B and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.
  5. e) It will identify to the data exporter a contact point within its organization authorized to respond to enquiries concerning processing of the personal data and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).
  6. f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).
  7. g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.
  8. h) It will process the personal data, at its option, in accordance with:
    1. i. the data protection laws of the country in which the data exporter is established, or
    2. ii. the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorization or decision and is based in a country to which such an authorization or decision pertains, but is not covered by such authorization or decision for the purposes of the transfer(s) of the personal data, or
    3. iii.      the data processing principles set forth in Annex A. Data importer to indicate which option it selects: iii (the data processing principles set forth in Annex A) By executing these Clauses, the data importer agrees to process the personal data in accordance with the option indicated above.
  1. i) It will not disclose or transfer the personal data to a third-party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and
    1. i.      the third-party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or
    2. ii.     the third-party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or
    3. iii.    data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or
    4. iv.    with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer

III. Liability and third-party rights

  1. a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.
  2. b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

IV. Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

V. Resolution of disputes with data subjects or the authority

  1. a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims and will cooperate with a view to settling them amicably in a timely fashion.
  2. b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
  3. c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.

VI. Termination

  1. a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.
  2. b) In the event that:
    1. i. the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);
    2. ii. compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;
    3. iii.  the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;
    4. iv. a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or
    5. v. a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs

Then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.

  1. c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.
  2. d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

VII. Variation of these clauses

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

VIII. Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

IX. Allocation of Costs

Each party shall perform its obligations under these clauses at its own cost.

X. Indemnification between the data exporter and data importer

The parties will indemnify each other and hold each other harmless from any cost, charge, damages, expense or loss which they cause each other as a result of their breach of any of the provisions of these clauses.  Indemnification hereunder is contingent upon (a) the party(ies) to be indemnified (the “indemnified party(ies)”) promptly notifying the other party(ies) (the “indemnifying party(ies)”) of a claim, (b) the indemnifying party(ies) having sole control of the defense and settlement of any such claim, and (c) the indemnified party(ies) providing reasonable cooperation and assistance to the indemnifying party(ies) in defense of such claim.

ANNEX A

DATA PROCESSING PRINCIPLES

  1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorized by the data subject.
  2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.
  3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.
  4. Security and confidentiality: Technical and organizational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.
  5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organization holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organizations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organization may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.
  6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.
  7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.
  8. Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:
  9. a)
    1. i.    such decisions are made by the data importer in entering into or performing a contract with the data subject, and
    2. ii.   the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties or
  10. b) where otherwise provided by the law of the data exporter.

 

ANNEX B

DESCRIPTION OF THE TRANSFER

This Annex forms part of the Standard Contractual Clauses and is made part of the User Terms of Service, Corp Terms of Service and API Terms of Service and governs the Processing of Personal Data by Botdoc as a Processor on behalf of Customer under EU Data Protection Law

Data Subjects

The personal data transferred concern the following categories of data subjects:

The data exporter’s customers and end users.

Purposes of the Transfer(s)

The transfer is made for the following purposes:

For provision of services pursuant to which data exporters add an additional factor for verification of data exporter’s customers’ and end users’ identity in connection with such customers’ and end users’ use of data exporter’s software applications or services (“2 Factor Authentication Services”)

Categories of data

The personal data transferred concern the following categories of data:

Personal data transferred by data exporter to data importer to provide 2 Factor Authentication Services, namely data subjects’ telephone numbers and email addresses and any other personal data provided by the data exporter and/or needed for authentication purposes.

Recipients

The personal data transferred may only be disclosed to the following recipients or categories of recipients:

  • Employees, agents, affiliates, advisors and independent contractors of data importer with a reasonable business purpose for needing such personal data
  • Vendors of data importer that, in their performance of their obligations to data importer, must process such personal data acting on behalf of and pursuant to instructions from data importer.
  • Any person (natural or legal) or organization to whom data importer may be required by applicable law or regulation to disclose personal data, including law enforcement authorities, central and local government.

 

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