The Data Processor agrees to process the Data only in accordance with relevant data protection laws and in particular on the following conditions:
4.1. Data Processing:
The Data Processor shall only process Personal Data in accordance with the Data Protection Legislation and according to Instructions from the Data Controller and solely for the Services promised to the Data Controller, and not for its own, independent purposes. The Data Controller has the right to access, modify, delete and transfer their Personal Data.Data Processor shall not itself exercise control, nor shall it transfer, or purport to transfer, control of such Personal Data to a third party, except as it may be specifically instructed by the Controller.
The Data Processor shall be obliged to perform appropriate technical and organizational measures in such a way that the data processing meets the requirements of the legislation in force at any time and ensures protection of the rights of the Data Subject(s).
The Data Processor will be responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of Personal Data and the Processing of Personal Data.
The Data Processor will make available information necessary for the Data Controller to demonstrate compliance with the GDPR (Article 28 obligations) where such information is in the control and possession of the Data Processor and is not otherwise available to the Data Controller through its account or on Data Processor website, provided that the Data Controller provides the Data Processor with at least 14 (fourteen) days' written notice of such an information request.
The Data Processor is prohibited from selling Personal Data. No Personal Data shall be disclosed/transferred to any third-parties in a manner that would suggest “selling” under applicable law, i.e., CCPA.4.2. Confidentiality:
The Data Processor shall be obliged to ensure that the persons authorized to process Personal Data have contractually committed to confidentiality obligations or are subject to an appropriate statutory duty of confidentiality.4.3. Sub- Processor:
By entering into this Addendum, the Data Controller authorizes the use of Sub- Processor(s) by the Data Processor for the provision of Services as agreed under the Terms of Service. The Data Processor will make available to the Data Controller, the list of Sub-processors engaged by it for the provision of Services to the Data Controller, together with the description of the nature of services and data center location of each such sub-processorThe current list of Sub-processors is provided in Annexure III. The Data Processor will notify the Data Controller via email in case of new additions to the list, if any. However, the Data Controller can refer to the said Annexure of this DPA from time to time, in case they have opted out of the Processor’s email notification.
Upon such notification by the Data Processor, the Data Controller may, on legitimate grounds, object to the addition or replacement of Sub-processor, by notifying SurveySparrow Inc. promptly in writing an email to email@example.com
within ten (10) Business Days after receipt of the Data Processor’s email notice. The following terms shall apply in the event Data Processor notifies the Data Controller of addition or replacement of Sub-processor:
1. If the Data Controller objects to such addition or replacement of the Sub-processor on any reasonable grounds, it shall be notified to the Data Processor in writing. The parties shall discuss such concerns in good faith with a view to achieve a commercially reasonable and technically viable resolution. If the Data Processor is unable to consider Controller’s objection and no such resolution can be reached and the same being notified to the Controller, the Controller may as its sole remedy, terminate the subscription for the affected service without penalty by providing, before the end of the notice period, written notice of termination that includes an explanation of the grounds for non-approval.
2. If the affected service is part of a suite (or similar single purchase of services), then any termination will apply to the entire suite.
3. No amounts shall be refunded by the Data Processor to the Controller.
Where ThriveSparrow engages Sub-Processors as set forth herein, it shall ensure that such sub-processors are contractually bound to provide at least the same level of protection for Personal Data as those contained in this Addendum including, wherever applicable, the Standard Contractual Clauses) to the extent applicable to the nature of services provided by such sub-processors. In any event we shall remain responsible for sub-processors compliance with this DPA and liable for all acts and omissions of such sub-processors that cause ThriveSparrow to breach any of its obligations contained in this Addendum.4.4. Audits
The Data Processor will ensure the availability of a “Data Protection Officer” who will be incharge of the Data security and whom the Data Controller can approach by sending an email to firstname.lastname@example.org in case of any queries relating to their Data.
The Data Controller may, prior to the commencement of Processing, and at regular intervals, audit the technical and organizational measures taken by SurveySparrow Inc. as a Processor and for such purposes, the Data Controller may:
1. obtain relevant information from the Processor necessary to demonstrate compliance with this DPA,
2. request the Processor to submit to the Controller an existing attestation or certificate by an independent professional expert, or
3. upon fifteen (15) days’ prior written request at reasonable intervals (not more than once in 12 months) , during regular business hours and without interrupting Processor’s business operations, conduct audit including an on-site inspection of Processor’s business operations or have the same conducted by a qualified third party which shall not be a competitor of the Processor directly or indirectly and such third party shall enter into appropriate confidentiality agreements with Processor.
Upon receiving the written request from the Data Controller, the Data Processor will provide with all information necessary for such audit (provided, however, that such information, audits, inspections and the results therefrom, including the documents reflecting the outcome of the audit and/or the inspections, shall only be used by the Data Controller to assess in compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party without Processor’s prior written approval), to the extent that such information is within the Processor’s control. Provided, the Controller bears any and all cost involved for conducting the same. And further upon Processor's first request, the Data Controller shall return all records or documentation in Data Controller’s possession or control provided by Processor in the context of the audit and/or the inspection).4.5. Request from Data Subjects
To the extent that Data Controller is unable to respond to Data Subject request without the aid and support of the Data Processor, the Processor upon request of the Data Controller in writing will make available , Personal Data of Data Subjects and support the Controller to fulfill requests by Data Subjects to exercise their rights under the GDPR in a manner consistent with the functionality of the software product and ThriveSparrow’s role as a Processor. ThriveSparrow shall comply with reasonable requests of the Controller and in return Controller agrees to reimburse ThriveSparrow for such assistance.
If ThriveSparrow receives a request from the Data Subject to exercise its rights under the GDPR, ThriveSparrow will redirect such Data Subject to the Controller. The Controller shall be solely responsible for timely response to any such Data Subject Requests or communications involving Personal Data.4.6. Security
he Processor shall take the appropriate technical and organizational measures to adequately protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, as described under Appendix 2 of the Standard Contractual Clauses. Such measures include, but are not be limited to:
the prevention of unauthorized persons from gaining access to Personal Data Processing systems (physical access control),
the prevention of Personal Data Processing systems from being used without authorization (logical access control),
ensuring that persons entitled to use a Personal Data Processing system gain access only to such Personal Data as they are entitled to accessing in accordance with their access rights, and that, in the course of Processing or use and after storage, Personal Data cannot be read, copied, modified or deleted without authorization (data access control),
ensuring that Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media, and that the target entities for any transfer of Personal Data by means of data transmission facilities can be established and verified (data transfer control),
ensuring the establishment of an audit trail to document whether and by whom Personal Data has been entered into, modified in, or removed from Personal Data Processing systems (entry control),
ensuring that Personal Data is Processed solely in accordance with the Instructions (control of instructions),
ensuring that Personal Data is protected against accidental destruction or loss (availability control).
Notwithstanding any provision to the contrary, Data Processor may modify or update the Security Measures at its discretion for legitimate reasons; provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.