This DPA document was last updated on Feb 17, 2022.
This Data Processing Addendum, including its Exhibits and Appendices (“DPA”) forms part of the Master Subscription Agreement available at https://weguard.com/msa or, if applicable, any superseding written agreement between Wenable, Inc.(“Wenable”) and You (in either case, the “Agreement”).
By signing the Agreement, You (as such term is defined in the Agreement) enter into this DPA on behalf of Yourself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of Your Authorized Affiliates, if and to the extent Wenable processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purpose of this DPA only, and except where indicated otherwise, the term "You" shall include You and Authorized Affiliates. All capitalized terms not defined herein have the same meaning set forth in the Agreement. In the course of providing the Services under the Agreement, Wenable may Process Personal Data on Your behalf and the parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.
This DPA becomes legally binding upon receipt by Wenable of this validly executed DPA at the above email address.
For the avoidance of doubt, Your signature on section 15 of this DPA shall be deemed to constitute signature and acceptance of the Standard Contractual Clauses including Schedule 2.
If the entity signing this DPA is a party to the Agreement, this DPA is an addendum to and forms part of the Agreement. In such case the Wenable entity that is party to the Agreement is party to this DPA.
If the entity signing this DPA has executed an Order Form with Wenable or its Affiliate pursuant to the Agreement, but is itself not a party to the Agreement, this DPA is an addendum to that Order Form and applicable renewal Order Forms; and the Wenable entity that is party to such Order Form is party to this DPA.
If the entity signing this DPA is neither a party to an Order Form nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the entity who is a party to the Agreement executes this DPA.
This DPA shall not replace any comparable or additional rights relating to Processing of Your Data contained in Your Agreement (including any existing data processing addendum to the Agreement).
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
"Authorized Affiliate" means any of Your Affiliate(s) which (a) is subject to Data Protection Laws and Regulations and (b) is permitted to use the Services pursuant to the Agreement between You and Wenable, but has not signed its own Order Form with Wenable and is not "You" as defined under the Agreement.
"Texas CPA" or "TCPA" means the Texas Consumer Privacy Act, H.B No. 4518, and it's implementing regulations.
"Controller" means the entity which determines the means and purposes of the Processing of Personal Data.
"European Data Protection Laws and Regulations" means the GDPR and other laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom, each as amended from time to time.
"Data Protection Laws and Regulations" means all laws and regulations applicable to the Processing of Personal Data under the Agreement, including without limitation CCPA and other laws and regulations of the United States and its states, the GDPR and other European Data Protection Laws and Regulations, each as amended from time to time.
"Data Subject" means the identified or identifiable person to whom Personal Data relates.
"Europe" means the European Union, the European Economic Area, Switzerland, and the United Kingdom.
"Wenable Group" means Wenable and its Affiliates engaged in the Processing of Personal Data.
"GDPR" means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) together with any subordinate legislation or implementing regulation.
"Personal Data" or "Personal Information" means any information describing or relating to (i) an identified or identifiable natural person or household and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Your Data.
"Processing" means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
"Processor" means the Party which Processes Personal Data on behalf of the Controller, including as applicable any "Service Provider" as that term is defined by the TCPA.
"Security and Privacy Documentation" means the Security and Privacy documentation applicable to the specific Services licensed by You, as updated from time to time, and available HERE.
"Standard Contractual Clauses" or "SCC" means Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj.
"Sub-processor" means any Processor engaged by Wenable or a member of the Wenable Group.
"Supervisory Authority" means an independent public authority which is established by an EU Member State pursuant to the GDPR.
"You" means the entity that accepted the Agreement together with its Affiliates which have signed Order Forms.
"Your Data" has the same meaning as defined in the Agreement, provided that such data is electronic data and information submitted by or for You to the Services.
2.1. Roles of the Parties. The parties acknowledge and agree that (a) with regard to the Processing of Personal Data, You are the Controller or and Wenable is the Processor, as applicable, and (b) Wenable or members of the Wenable Group will engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-Processors” below.
2.2. Duration. Wenable shall process Personal Data throughout the duration of the term of the Agreement (including any Order Form(s) thereto) or any renewal term thereof. Upon termination of the Services by either party, Wenable shall cease processing Personal Data on Your behalf upon completion of the termination provisions described herein.
2.3. Your Processing of Personal Data. You shall, in Your use of the Services, Process Personal Data in accordance with the requirements of all applicable Data Protection Laws and Regulations, including without limitation requirements to provide notice to Data Subjects of the use of Wenable as Processor. You shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which You acquired Personal Data. You represent and warrant that You have established a lawful basis to Process Personal Data, Your use of the Services will not violate the rights of any Data Subject, and You have the right to transfer, or provide access to, the Personal Data to Wenable for Processing in accordance with the terms of the Agreement (including this DPA). You shall inform Wenable without undue delay if You are not able to comply with Your obligations under this DPA or any applicable Data Protection Laws and Regulations. For the avoidance of doubt, Wenable is not responsible for compliance with any Data Protection Laws and Regulations applicable to You or Your industry that are not generally applicable to Wenable.
2.4. Wenable’s Processing of Personal Data. You appoint Wenable to process the Personal Data contained in Your Data on Your behalf as necessary for Wenable to provide the Services under the Agreement. All Personal Data Processed under the Agreement (including this DPA) will be stored, organized, and made available to You as the Controller. Wenable shall treat Personal Data as Confidential Information. If Wenable is required by applicable law to disclose Your Data for a purpose unrelated to the Agreement, Wenable will first inform You of the legal requirement and give You an opportunity to object or challenge the requirement, unless the law prohibits such notice. Notwithstanding the foregoing, Wenable shall have the right to collect and use Personal Data contained in Your Data to investigate a use of the Service that is unlawful or violates the Agreement, provide, and develop the Service, respond to legal actions, or for administrative purposes such as accounting and compliance.
2.5. Nature, Purpose, and Subject-Matter of the Processing. The nature and purpose of Wenable’s Processing of Personal Data as Your Processor is described in and governed by the Agreement. The subject-matter of data Processed under this DPA is Personal Data of Your employees, contractors, representatives, and other end user Data Subjects and as otherwise described in the Agreement. Wenable shall only Process Your Data for the purpose of providing the Services to You and to comply with Your Instructions. For each Service for which Processing is involved, the duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Exhibit A to this DPA (“Details of Processing/Transfer”).
2.6. Instructions. Wenable shall Process, retain, use, store, or disclose Personal Data only according to written, documented instructions issued by You to Wenable to perform a specific or general action with regard to Personal Data for the purpose of providing the Services to You pursuant to the Agreement (Your “Instructions”). The parties agree that the Agreement (including this DPA and any Order Form(s)), together with Your use of the Services in accordance with the Agreement, constitute Your complete and final Instructions to Wenable in relation to the Processing of Your Data. You may modify, amend, add, or replace individual Instructions in writing (“Additional Instructions”) to Wenable at [email protected]. Any Additional Instructions must be consistent with this DPA and the Agreement. If Wenable determines that Additional Instructions are outside the scope of the Agreement, Wenable may charge additional fees and/or require a written agreement between Wenable and You to perform such Additional Instructions. Wenable shall inform You without delay if, in Wenable’s opinion, an Instruction violates applicable Data Protection Laws and Regulations or Wenable is unable to follow an Instruction and, where necessary, cease all Processing until You issue new Instructions with which Wenable is able to comply.
Wenable shall, to the extent legally permitted, promptly notify You if Wenable receives a request from a Data Subject to exercise the Data Subject's right under applicable Data Protection Laws and Regulations relating to Your Data, each such request being a “Data Subject Request”. Taking into account the nature of the Processing, if You are unable to independently address a Data Subject Request, Wenable will assist You by appropriate technical and organizational measures, insofar as this is possible and to the extent Wenable is legally permitted to do so, for the fulfillment of Your obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. You shall be legally responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data and for all costs associated with the same.
4.1. Confidentiality. Wenable shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Wenable shall ensure that such confidentiality obligations survive the termination of the personnel engagement.
4.2. Reliability. Wenable shall take commercially reasonable steps to ensure the reliability of any Wenable personnel engaged in the processing of Personal Data.
4.3. Limitation of Access. Wenable shall ensure that Wenable's access to Personal Data is limited to those personnel who are necessary to provide the Services.
4.4. Data Protection Officer. Wenable has appointed a data protection officer. The appointed person may be reached at [email protected].
5.1. Appointment of Sub-processors. You authorize Wenable to engage the Sub-Processors on our Sub-Processor List as of the effective date of this DPA to Process Your Data pursuant to the Agreement (including this DPA) and You acknowledge and agree that (a) Wenable’s Affiliates may be retained as Sub-processors and (b) Wenable and Wenable’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Wenable or a Wenable Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Agreement with respect to the protection of Your Data to the extent applicable to the nature of the services provided by such Sub-processor.
5.2. List of Current Sub-processors and Notification of New Sub-processors. Wenable shall make available to You the current list of Sub-processors for the applicable Service(s). Such Sub-processor lists shall include the identities of those Sub-processors and their country of location. You may also find this information on Wenable’s Sub-processor Page, located HERE, as well as a mechanism to subscribe to notifications of new Sub-processors, to which You shall subscribe, and if You subscribe, Wenable shall provide notification of any new Sub-processors before authorizing any new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services.
5.3. Objection Right for New Sub-processors. You may object to Wenable’s use of a new Sub-processor by notifying Wenable promptly in writing within ten (10) business days after receipt of Wenable’s notice in accordance with the mechanism set out in Section 5.2. In the event You object to a new Sub-processor, as permitted in the preceding sentence, Wenable will use reasonable efforts to make available to You a change in the Services or recommend a commercially reasonable change to Your configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub- processor without unreasonably burdening You. If Wenable is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, You may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by Wenable without the use of the objected-to new Sub-processor by providing written notice to Wenable. Wenable will refund You any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on You.
5.4. Liability. Wenable shall be liable for the acts and omissions of its Sub-processors to the same extent Wenable would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.
6.1. Controls for the Protection of Your Data. Wenable shall maintain appropriate technical and organizational measures for protection of the security, confidentiality and integrity of Your Data. In doing so, Wenable shall take into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. You are solely responsible for (a) determining whether the Services meet Your security standards and support Your obligations under Data Protection Laws and Regulations and (b) the secure use of Wenable’s Services by Yourself or any individual You provide with an Authorized Device, including but not limited to securing account authentication information and ensuring no User seeks to misuse Personal Data or engages in activities likely to give rise to a Data Incident (defined below).
6.2. Data Protection Impact Assessment. Upon Your request, Wenable shall provide You with reasonable cooperation and assistance needed to fulfill Your obligation under Data Protection Laws and Regulations to carry out a data protection impact assessment related to Your use of the Services, to the extent You do not otherwise have access to the relevant information, and to the extent such information is available to Wenable.
Wenable shall notify You without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Your Data, including Personal Data, transmitted, stored or otherwise Processed by Wenable or its Sub-processors occurring on Wenable or our Sub-Processor’s information system of which Wenable becomes aware (a “Data Incident”). Wenable shall make reasonable efforts to identify the cause of such Data Incident and take such steps as Wenable deems necessary and reasonable to remediate the cause of such a Data Incident to the extent the remediation is within Wenable's reasonable control. At Your reasonable request, and to the extent Wenable is required to do so under applicable Data Protection Laws and Regulations, Wenable will promptly provide You with commercially reasonable assistance as necessary to enable You to meet Your obligations under applicable Data Protection Laws and Regulations to notify authorities and/or affected Data Subjects. The obligations herein shall not apply to incidents that are caused by You or Your Users.
8.1. Wenable Requirements. If Wenable receives a legally binding request from a Public Authority to access Personal Data that Wenable Processes on Your behalf, Wenable shall, unless otherwise legally prohibited, promptly notify You including a summary of the nature of the request. To the extent Wenable is prohibited by law from providing such notification, Wenable shall use commercially reasonable efforts to obtain a waiver of the prohibition to enable Wenable to communicate as much information as possible, as soon as possible. Further, Wenable shall challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful. Wenable shall pursue possibilities of appeal. When challenging a request, Wenable shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the Personal Data requested until required to do so under the applicable procedural rules. Wenable agrees it will provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request. Wenable shall promptly notify You if Wenable becomes aware of any direct access by a Public Authority to Your Data and provide information available to Wenable in this respect, to the extent permitted by law. For the avoidance of doubt, this DPA shall not require Wenable to pursue action or inaction that could result in civil or criminal penalty for Wenable such as contempt of court.
8.2. Sub-processors requirements. Wenable shall ensure that Sub-processors involved in the Processing of Personal Data are subject to the relevant commitments regarding Government Access Requests in the Standard Contractual Clauses
Upon termination or expiration of the Agreement or any renewal term thereof, Wenable will delete all Personal Data Processed under the Agreement that is in Wenable’s possession. In the case of any Personal Data not so deleted, Wenable will return, destroy, or render anonymous all such Personal Data in accordance with Your reasonable written Instructions submitted to Wenable within 30 days of termination or expiration of the Agreement, subject to the limitations described in the Agreement. The requirements of this Section 9 do not apply to the extent that Wenable is required by applicable law to retain some or all of Your Data, or to Your Data that is archived on back-up systems, which data Wenable shall securely isolate and protect from any further Processing and delete in accordance with Wenable’s deletion practices.
10.1. Contractual Relationship. The parties acknowledge and agree that, by executing the Agreement, You enter into the DPA on behalf of yourself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Wenable and each such Authorized Affiliate subject to the provisions of the Agreement and this Section 10 and Section 11. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Agreement and is only a party to the DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by You.
10.2. Communication. You as the contracting party to the Agreement shall remain responsible for coordinating all communication with Wenable under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.
10.3. Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to the DPA with Wenable, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, subject to the following:
10.3.1. Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Wenable directly by itself, the parties agree that (i) solely You as the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) You as the contracting party to the Agreement shall exercise any such rights under this DPA, not separately for each Authorized Affiliate individually, but in a combined manner for itself and all of its Authorized Affiliates together.
Except as specifically provided in the EU C-to-P Transfer Clauses, each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Wenable, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.
For the avoidance of doubt, Wenable's and its Affiliates’ total liability for all claims from You and all of its Authorized Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by You and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to You and/or to any Authorized Affiliate that is a contractual party to any such DPA.
12.1. Definitions. This Section 12 shall apply only to the extent Wenable Processes Personal Data subject to European Data Protection Laws and Regulations as Your Processor. For the purposes of this section 12 and Schedule 1, “EU C-to-P Transfer Clauses” means Standard Contractual Clauses sections I, II, III and IV (as applicable) to the extent they reference Module Two (Controller-to-Processor).
12.2. European Data Protection Laws and Regulations. Wenable will Process Personal Data in accordance with the European Data Protection Laws and Regulations requirements directly applicable to Wenable’s provision of its Services.
12.3. Transfer mechanisms for data transfers. If, in the provision of the Services, Personal Data that is subject to the GDPR or any other law relating to the protection or privacy of individuals that applies in Europe is transferred out of Europe to countries which do not ensure an adequate level of data protection within the meaning of the Data Protection Laws and Regulations of Europe, the transfer mechanism listed below shall apply to such transfers and can be directly enforced by the Parties to the extent such transfers are subject to the Data Protection Laws and Regulations of Europe:
12.4. Impact of local laws. As of the Effective Date, Wenable has no reason to believe that the laws and practices in any third country of destination applicable to its Processing of the Personal Data as set forth in the Infrastructure and Sub-processors Documentation, including any requirements to disclose Personal Data or measures authorising access by a Public Authority, prevent Wenable from fulfilling its obligations under this DPA. If Wenable reasonably believes that any existing or future enacted or enforceable laws and practices in the third country of destination applicable to its Processing of the Personal Data (“Local Laws”) prevent it from fulfilling its obligations under this DPA, it shall promptly notify You. In such a case, Wenable shall use reasonable efforts to make available to You a change in the Services or recommend a commercially reasonable change to Your configuration or use of the Services to facilitate compliance with the Local Laws without unreasonably burdening You. If Wenable is unable to make available such change promptly, You may terminate the applicable Order Form(s) and suspend the transfer of Personal Data in respect only to those Services which cannot be provided by Wenable in accordance with the Local Laws by providing written notice in accordance with the “Notices” section of the Agreement. You shall receive a refund of any prepaid fees for the period following the effective date of termination for such terminated Services.
13.1. Definitions. This Section 13 shall apply only to the extent Wenable Processes Personal Data that is subject to the protection of the TCPA (Texas Personal Information) on Your behalf. For the purposes of this section 13 these terms shall be defined as follows:
13.2. Responsibilities. The Parties agree that Wenable will Process Texas Personal Information contained in Your Data as Your Service Provider in accordance with the TCPA and strictly for the business purpose of performing the Service under the Agreement. Wenable shall not (i) Sell Texas Personal Information contained in Your Data; (ii) Share Texas Personal Information contained in Your Data with third parties for cross-contextual behavioral advertising purposes; (iii) retain, use, or disclose Texas Personal Information contained in Your Data for a commercial purpose other than for such business purpose or as otherwise permitted by the TCPA; or (iv) retain, use, or disclose Texas Personal Information contained in Your Data outside of the direct business relationship between You and Wenable. You agree that You are solely liable for Your compliance with the TCPA in Your use of Wenable’s Service.
13.3. Certification. Wenable certifies that it understands and will comply with the restrictions of Section 13.2.
13.4. No TCPA Sale. The parties agree that You do not sell Texas Personal Information to Wenable because, as a Service Provider, Wenable may only use Texas Personal Information contained in Your Data for the purposes of providing the Services to You.
The section “HOW THIS DPA APPLIES” specifies which Wenable entity is party to this DPA. Where the Standard Contractual Clauses apply, Wenable, Inc. is the signatory to the Standard Contractual Clauses. Where the Wenable entity that is a party to this DPA is not Wenable, Inc., that Wenable entity is carrying out the obligations of the data importer on behalf of Wenable, Inc. Notwithstanding the signatures below of any other Wenable entity, such other Wenable entities are not a party to this DPA or the Standard Contractual Clauses.
This DPA shall only become legally binding between You and Wenable when the requirements set out in the Section “HOW TO EXECUTE THIS DPA” above have been fully completed.
Schedule 1: Transfer Mechanisms for European Data Transfers
Schedule 2: Description of Processing/Transfer
The parties' authorized signatories have duly executed this DPA:
Transfer Mechanisms for European Data Transfers
For the purposes of the EU C-to-P Transfer Clauses, You are the data exporter and Wenable is the data importer and the Parties agree to the following. If and to the extent an Authorized Affiliate relies on the EU C-to-P Transfer Clauses for the transfer of Personal Data, any references to “You” in this Schedule, include such Authorized Affiliate. Where this Schedule 1 does not explicitly mention EU C-to-P Transfer Clauses it applies to them.
1.1. Reference to the Standard Contractual Clauses. The relevant provisions contained in the Standard Contractual Clauses are incorporated by reference and are an integral part of this DPA. The information required for the purposes of the Appendix to the Standard Contractual Clauses are set out in Schedule 2.
1.2. Docking clause. The option under clause 7 shall not apply.
1.3. Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in clause 8.5 and 16(d) of the Standard Contractual Clauses shall be provided by Wenable to You only upon Your written request.
1.4. Instructions. This DPA and the Agreement are Your complete and final documented instructions at the time of signature of the Agreement to Wenable for the Processing of Personal Data. Any additional or alternate instructions must be consistent with the terms of this DPA and the Agreement. For the purposes of clause 8.1(a), the instructions by You to Process Personal Data are set out in Section 2.4 and 2.6 of this DPA and include onward transfers to a third party located outside Europe for the purpose of the provision of the Services.
1.5. General authorisation for use of Sub-processors. Option 2 under clause 9 of SCC shall apply. For the purposes of clause 9(a) of SCC, Wenable has Your general authorisation to engage Sub-processors in accordance with Section 5 of this DPA. Wenable shall make available to You the current list of Sub-processors in accordance with Section 5.2 of this DPA. Where Wenable enters into the EU P-to-P Transfer Clauses with a Sub-processor in connection with the provision of the Services, You grant Wenable and Wenable’s Affiliates authority to provide a general authorisation on Controller's behalf for the engagement of sub-processors by Sub-processors engaged in the provision of the Services, as well as decision making and approval authority for the addition or replacement of any such sub-processors.
1.6. Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to clause 9(a) of SCC, You acknowledge and expressly agrees that Wenable may engage new Sub-processors as described in Sections 5.2 and 5.3 of this DPA. Wenable shall inform You of any changes to Sub-processors following the procedure provided for in Section 5.2 of this DPA.
1.7. Complaints - Redress. For the purposes of clause 11 of SCC, and subject to Section 3 of this DPA, Wenable shall inform data subjects on its website of a contact point authorised to handle complaints. Wenable shall inform You if it receives a complaint by, or a dispute from, a Data Subject with respect to Personal Data and shall without undue delay communicate the complaint or dispute to You. Wenable shall not otherwise have any obligation to handle the request (unless otherwise agreed with You). The option under clause 11 of SCC shall not apply.
1.8. Liability. Wenable’s liability under clause 12 MODULE FOUR (b) of SCC shall be limited to actual and proven damage caused by Wenable’s Processing of Personal Data on Your behalf as a Processor where Wenable has not complied with its obligations under the GDPR specifically directed to Processors, or where Wenable has acted outside of or contrary to Your lawful Instructions, as specified in Article 82 GDPR.
1.9. Supervision. Clause 13 shall apply as follows:
1.9.1. Where You are established in an EU Member State, the supervisory authority with responsibility for ensuring compliance by You with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.
1.9.2 Where You are not established in an EU Member State, but fall within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and have appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679, the supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as competent supervisory authority.
1.9.3 Where You are not established in an EU Member State, but fall within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The Data Protection Commission of Ireland, 21 Fitzwilliam Square South, Dublin, 2 D02 RD28, Ireland shall act as competent supervisory authority.
1.9.4 Where You are established in the United Kingdom or fall within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner's Office shall act as competent supervisory authority.
1.9.5 Where You are established in Switzerland or fall within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.
1.10. Notification of Government Access Requests. For the purposes of clause 15.1(a) of SCC, Wenable shall notify You only, and not the Data Subject(s), in case of government access requests. You shall be solely responsible for promptly notifying the Data Subject as necessary.
1.11. Governing Law. The governing law for the purposes of clause 17 of SCC shall be the law that is designated in the Governing Law section of the Agreement. If the Agreement is not governed by an EU Member State law, the Standard Contractual Clauses will be governed by either (i) the laws of Ireland; or (ii) where the Agreement is governed by the laws of the United Kingdom, the laws of the United Kingdom.
1.12. Choice of forum and jurisdiction. The courts under clause 18 of SCC shall be those designated in the Venue section of the Agreement. If the Agreement does not designate an EU Member State court as having exclusive jurisdiction to resolve any dispute or lawsuit arising out of or in connection with this Agreement, the parties agree that the courts of either (i) Ireland; or (ii) where the Agreement designates the United Kingdom as having exclusive jurisdiction, the United Kingdom, shall have exclusive jurisdiction to resolve any dispute arising from the Standard Contractual Clauses. For Data Subjects habitually resident in Switzerland, the courts of Switzerland are an alternative place of jurisdiction in respect of disputes.
1.13. Appendix. The Appendix shall be completed as follows:
1.14. Data Exports from the United Kingdom and Switzerland under the Standard Contractual Clauses. In case of any transfers of Personal Data from the United Kingdom and/or transfers of Personal Data from Switzerland subject exclusively to the Data Protection Laws and Regulations of Switzerland (“Swiss Data Protection Laws”), (i) general and specific references in the Standard Contractual Clauses to GDPR or EU or Member State Law shall have the same meaning as the equivalent reference in the Data Protection Laws and Regulations of the United Kingdom (“UK Data Protection Laws”) or Swiss Data Protection Laws, as applicable; and (ii) any other obligation in the Standard Contractual Clauses determined by the Member State in which the data exporter or Data Subject is established shall refer to an obligation under UK Data Protection Laws or Swiss Data Protection Laws, as applicable. In respect of data transfers governed by Swiss Data Protection Laws, the Standard Contractual Clauses also apply to the transfer of information relating to an identified or identifiable legal entity where such information is protected similarly as Personal Data under Swiss Data Protection Laws until such laws are amended to no longer apply to a legal entity.
1.15. Conflict. The Standard Contractual Clauses are subject to this DPA and the additional safeguards set out hereunder. The rights and obligations afforded by the Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. In the event of any conflict or inconsistency between the body of this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
Description of Processing/Transfer
Data exporter(s): Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union
Name: You and Your Authorized Affiliates
Address:
Contact person's name, position, and contact details:
Activities relevant to the data transferred under these clauses: Provision of the Services pursuant to the Agreement as further described in the Documentation.
Signature and date:
Role: For the purposes of the EU C-to-P Transfer Clauses You and/or Your Authorized Affiliates are a Controller.
Data importer(s): Identity and contact details of the data importer(s), including any contact person with responsibility for data protection
Name: Wenable, Inc.
Address: 8951 Cypress Waters Blvd, STE 160, Coppell, TX 75019
Contact person's name, position, and contact details: Kevin V, General Counsel
Signature and date:
Role: Processor
You may submit Personal Data to the Services, the extent of which is determined and controlled by You in Your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:
You may submit Personal Data to the Services, the extent of which is determined and controlled by You in Your sole discretion, and which may include, but is not limited to the following categories of Personal Data:
The parties do not anticipate the transfer of sensitive data under the Agreement.
Data is transferred on a continuous basis depending on Your use of the Services.
The nature of the Processing is the provision of the Services pursuant to the Agreement
Wenable will Process Personal Data as necessary to provide the Services pursuant to the Agreement, as further specified in the relevant Order Form and/or Documentation, and as further instructed by You in Your use of the Services.
Subject to Section 2.2 of the DPA, Wenable will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
Sub-processor(s) will Process Personal Data as necessary to provide the Services pursuant to the Agreement. Subject to section 5 of this DPA, the Sub-processor(s) will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing. Identities of the Sub-processors used for the provision of the Services and their country of location are listed Wenable’s Sub-processor Page, located at https://weguard.com/sub-processors.
In addition to the administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the Services, as described in the Security and Privacy documentation available HERE, Wenable also had implemented the following technical and organizational measures: