Please read this agreement carefully, as it contains important information regarding your legal rights and remedies.
This Data Processing Addendum (the “Addendum”) is executed by and between CYBERLOGIC INNOVATIONS PRIVATE LIMITED, a [your company's description], and its Affiliates (“CYBERLOGIC”) and you (“Customer”) and is annexed to and supplements our Terms of Service, Privacy Policy and any and all agreements governing Covered Services (collectively, the “Terms of Service”).
1.1 Unless otherwise defined in this Addendum, all capitalized terms not defined in this Addendum will have the meanings given to them in the Terms of Service.
1.2 The terms “Personal Data”, “Data Subject”, “Processing”, “Controller” and “Processor” as used in this Addendum have the meanings given in the EU GDPR irrespective of which Data Protection Laws apply.
The parties acknowledge and agree as follows: (i) that Cyberlogic Innovations Private Limited is a Processor of Customer Data under Data Protection Laws; (ii) that Customer is a Controller or Processor, as applicable, of the Customer Data under Data Protection Laws; and (iii) that each party will comply with its obligations under applicable Data Protection Laws with respect to the Processing of Customer Data.
The subject matter of Processing Customer Data by Cyberlogic Innovations Private Limited is the performance of the Covered Services pursuant to the Terms of Service. Cyberlogic Innovations Private Limited shall only process Customer Data for the following purposes: (i) Processing in accordance with the Terms of Service; (ii) Processing initiated by end users in their use of the Covered Services; (iii) Processing to comply with other documented, reasonable instructions provided by Customers (ex. via email) where such instructions are consistent with the Terms of Service. Cyberlogic Innovations Private Limited shall not: (a) process, retain, use, sell, or disclose Customer Data except as necessary to provide Covered Services pursuant to the Terms of Service, or as required by law; (b) sell such Customer Data to any third party; (c) retain, use, or disclose such Customer Data outside of the direct business relationship between Cyberlogic Innovations Private Limited and Customer, unless otherwise required by law.
For the avoidance of doubt, Processing of Customer Data shall comply with all Data Protection Laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data. If Customer is a Controller of the Customer Data, Customer acknowledges and agrees as follows: (i) Customer must use commercially reasonable efforts to disclose clearly, and obtain consent to, any data collection, sharing and usage that takes place on any Covered Services; and (ii) Customer must make clear that as a consequence of your use of Covered Services, end user’s data may be processed outside of their country of origin. If Customer is a Processor of the Customer Data, Customer warrants that Customer’s instructions and actions with respect to Customer Data, including the appointment of Cyberlogic Innovations Private Limited as another Processor, have been authorized by the relevant Controller. Cyberlogic Innovations Private Limited shall not be required to comply with or observe Customer’s instructions if such instructions would violate Data Protection Laws. 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 Addendum are further specified in Appendix 1 (‘Details of the Processing’) to this Addendum.
Cyberlogic Innovations Private Limited will not disclose Customer Data to any government or any other third party, except as necessary to comply with the law or a valid and binding order of a law enforcement agency (such as a subpoena or court order). In the event Cyberlogic Innovations Private Limited receives a valid civil subpoena, and to the extent permitted, Cyberlogic Innovations Private Limited will endeavor to provide Customer with reasonable notice of the demand via email or postal mail to allow Customer to seek a protective order or other appropriate remedy (unless otherwise required by subpoena, court order or any other valid legal document).
Cyberlogic Innovations Private Limited has implemented and will maintain the technical and organizational measures for its network as described in this section and as further detailed in Appendix 2 to this Addendum, Security Standards. In particular, Cyberlogic Innovations Private Limited has implemented and will maintain the following technical and organizational measures that address the (i) security of its network; (ii) physical security of the facilities; (iii) controls around employee and contractor access to (i) and/or (ii); and (iv) processes for testing, assessing, and evaluating the effectiveness of technical and organizational measures implemented by Cyberlogic Innovations Private Limited. In the event that Cyberlogic Innovations Private Limited is unable to meet any of its obligations set forth herein, it will provide written notice (via its website or email) as soon as practically feasible.
Cyberlogic Innovations Private Limited is responsible for (a) properly configuring the Covered Services, (b) using the controls available in connection with the Covered Services (including the security controls) to ensure the ongoing confidentiality, integrity, availability, and resilience of Processing systems and services, (c) taking such steps as Cyberlogic Innovations Private Limited considers adequate to maintain appropriate security, protection, and deletion of Customer Data, which includes the use of encryption technology to protect Customer Data from unauthorized access and measures to control access rights to Customer Data.
Taking into account the nature of the Covered Services, Cyberlogic Innovations Private Limited offers certain controls that Cyberlogic Innovations Private Limited may elect to use to retrieve, correct, delete, or restrict the use and sharing of Customer Data as described in the Covered Services. Cyberlogic Innovations Private Limited may use these controls as technical and organizational measures to assist it in connection with its obligations under Data Protection Laws, including its obligations relating to responding to requests from Data Subjects. As commercially reasonable, and to the extent lawfully required or permitted, Cyberlogic Innovations Private Limited shall promptly notify Cyberlogic Innovations Private Limited if Cyberlogic Innovations Private Limited directly receives a request from a Data Subject to exercise such rights under any applicable Data Protection Laws (“Data Subject Request”). In addition, where Cyberlogic Innovations Private Limited's use of the Covered Services limits its ability to address a Data Subject Request, Cyberlogic Innovations Private Limited may, where legally permitted and appropriate and upon Cyberlogic Innovations Private Limited's specific request, provide commercially reasonable assistance in addressing the request, at Cyberlogic Innovations Private Limited's cost (if any).
CYBERLOGIC INNOVATIONS PRIVATE LIMITED agrees that CYBERLOGIC INNOVATIONS PRIVATE LIMITED may use Sub-Processors to fulfil its contractual obligations under its Terms of Service and this Addendum or to provide certain services on its behalf, such as providing support services. CYBERLOGIC INNOVATIONS PRIVATE LIMITED hereby consents to CYBERLOGIC INNOVATIONS PRIVATE LIMITED’s use of Sub-Processors as described in this Section.
Where CYBERLOGIC INNOVATIONS PRIVATE LIMITED uses any authorized sub-Processor as described in Section 6.1:
From time to time, CYBERLOGIC INNOVATIONS PRIVATE LIMITED may engage new Sub-Processors under and subject to the terms of this Addendum. New Sub-Processors will be added to the Appendix 3. If CYBERLOGIC INNOVATIONS PRIVATE LIMITED does not approve of a new Sub-Processor, then CYBERLOGIC INNOVATIONS PRIVATE LIMITED may terminate any Covered Services without penalty by providing, within 10 days or receipt of notice from CYBERLOGIC INNOVATIONS PRIVATE LIMITED, written notice of termination that includes an explanation of the reasons for your non-approval. If the Covered Services are part of a bundle or bundled purchase, then any termination will apply to its entirety.
If CYBERLOGIC INNOVATIONS PRIVATE LIMITED becomes aware of a Security Incident, CYBERLOGIC INNOVATIONS PRIVATE LIMITED will without undue delay: (a) notify CYBERLOGIC INNOVATIONS PRIVATE LIMITED of the Security Incident; and (b) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.
To assist CYBERLOGIC INNOVATIONS PRIVATE LIMITED in relation to any Personal Data breach notifications CYBERLOGIC INNOVATIONS PRIVATE LIMITED is required to make under Data Protection Laws, CYBERLOGIC INNOVATIONS PRIVATE LIMITED will include in the notification such information about the Security Incident as CYBERLOGIC INNOVATIONS PRIVATE LIMITED is reasonably able to disclose to CYBERLOGIC INNOVATIONS PRIVATE LIMITED, taking into account the nature of the Covered Services, the information available to CYBERLOGIC INNOVATIONS PRIVATE LIMITED, and any restrictions on disclosing the information, such as confidentiality.
CYBERLOGIC INNOVATIONS PRIVATE LIMITED agrees that a failed Security Incident will not be subject to the terms of this Addendum. A failed Security Incident is one that results in no unauthorized access to Customer Data or to any of CYBERLOGIC INNOVATIONS PRIVATE LIMITED’s Network, equipment, or facilities storing Customer Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful login attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents.
Notification of Security Incidents, if any, will be delivered to one or more of CYBERLOGIC INNOVATIONS PRIVATE LIMITED’s administrators by any means CYBERLOGIC INNOVATIONS PRIVATE LIMITED selects, including via email. It is CYBERLOGIC INNOVATIONS PRIVATE LIMITED’s sole responsibility to ensure CYBERLOGIC INNOVATIONS PRIVATE LIMITED’s administrators maintain accurate contact information on the CYBERLOGIC INNOVATIONS PRIVATE LIMITED management console and secure transmission at all times.
CYBERLOGIC INNOVATIONS PRIVATE LIMITED’s obligation to report or respond to a Security Incident under this Section is not and will not be construed as an acknowledgement by CYBERLOGIC INNOVATIONS PRIVATE LIMITED of any fault or liability of CYBERLOGIC INNOVATIONS PRIVATE LIMITED with respect to the Security Incident.
CYBERLOGIC INNOVATIONS PRIVATE LIMITED is responsible for reviewing the information made available by CYBERLOGIC INNOVATIONS PRIVATE LIMITED relating to data security and its Security Standards and making an independent determination as to whether the Covered Services meets CYBERLOGIC INNOVATIONS PRIVATE LIMITED’s requirements and legal obligations as well as CYBERLOGIC INNOVATIONS PRIVATE LIMITED’s obligations under this Addendum. The information made available is intended to assist CYBERLOGIC INNOVATIONS PRIVATE LIMITED in complying with CYBERLOGIC INNOVATIONS PRIVATE LIMITED’s obligations under applicable Data Protection Laws. CYBERLOGIC INNOVATIONS PRIVATE LIMITED agrees that the Covered Services and the Security Standards implemented and maintained by Cyberlogic Innovations Private Limited provide a level of security appropriate to the risk to Personal Data (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the Processing of Personal Data as well as the risks to individuals).
CYBERLOGIC INNOVATIONS PRIVATE LIMITED has the right to confirm CYBERLOGIC INNOVATIONS PRIVATE LIMITED compliance with this Addendum as applicable to the Covered Services by making a specific request in writing, at reasonable intervals, to the address set forth in the Terms of Service. If Cyberlogic Innovations Private Limited declines to follow any instruction requested by CYBERLOGIC INNOVATIONS PRIVATE LIMITED regarding a properly requested and scoped audit or inspection, CYBERLOGIC INNOVATIONS PRIVATE LIMITED is entitled to terminate this Addendum and the Terms of Service.
Module Two (Controller to Processor) EU Standard Contractual Clauses or Module Three (Processor to Processor) EU Standard Contractual Clauses will apply to Customer Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for Customer Data. These EU Standard Contractual Clauses will not apply to Customer Data that is not transferred, either directly or via onward transfer, outside the EEA. Notwithstanding the foregoing, these EU Standard Contractual Clauses will not apply where the data is transferred in accordance with a recognized compliance standard for the lawful transfer of Personal Data outside the EEA, such as when necessary for the performance of Covered Services pursuant to the Terms of Service or with your consent.
The UK International Data Transfer Addendum will apply to Customer Data transferred via Covered Services from the United Kingdom, either directly or via onward transfer, to any country not recognized by the competent United Kingdom regulatory authority or governmental body as providing an adequate level of protection for Customer Data. The UK International Data Transfer Addendum will not apply to Customer Data that is not transferred, either directly or via onward transfer, outside the United Kingdom. Notwithstanding the foregoing, the UK International Data Transfer Addendum will not apply where the data is transferred in accordance with a recognized compliance standard for the lawful transfer of Customer Data outside the United Kingdom, such as when necessary for the performance of Covered Services pursuant to the Terms of Service or with your consent.
For data transfers from the United Kingdom that are subject to the UK International Data Transfer Addendum, the UK International Data Transfer Addendum will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:
This Addendum will continue in force until the termination of our Processing in accordance with the Terms of Service (the “Termination Date”).
As described in the Covered Services, the Customer may be provided controls that may use to retrieve or delete Customer Data. Deletion of Customer Data will take place thirty (30) days following Termination Date, subject to the terms of the particular Covered Services. Customer acknowledges that it is Customer’s responsibility to export, before the Termination Date, any Customer Data you want to retain after the Termination Date.
The liability of each party under this Addendum will be subject to the exclusions and limitations of liability set out in the Terms of Service. Customer agrees that any regulatory penalties incurred by Cyberlogic Innovations Private Limited in relation to the Customer Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under this Addendum and any applicable Data Protection Laws will count towards and reduce Cyberlogic Innovations Private Limited’s liability under the Terms of Service as if it were liability to the Customer under the Terms of Service.
This Addendum supersedes and replaces all prior or contemporaneous representations, understandings, agreements, or communications between Customer and Cyberlogic Innovations Private Limited, whether written or verbal, regarding the subject matter of this Addendum, including any data Processing addenda entered into between Cyberlogic Innovations Private Limited and Customer with regard to the Processing of Personal Data and on the free movement of such data. To the extent there is any conflict or inconsistency between the EU Standard Contractual Clauses or UK International Data Transfer Addendum and any other terms in this Addendum or the Terms of Service, the provisions of the EU Standard Contractual Clauses or UK International Data Transfer Addendum, as applicable, will prevail. Except as amended by this Addendum, the Terms of Service will remain in full force and effect. If there is a conflict between the Terms of Service and this Addendum, the terms of this Addendum will control.
Technical and Organizational Measures: