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Data Processing Agreement

Last modified: November 14, 2022

This Data Processing Agreement (“DPA”) executed by and between ScyllaDB Inc its parent company, its subsidiaries and affiliates (collectively “Company” or “ScyllaDB”) and the Customer. Each a “party” and collectively, the “parties”, and is an integral part of the agreement executed between the parties (“Agreement”). Capitalized terms not defined herein shall have the respective meanings given to them in the Agreement. This DPA sets forth the parties’ responsibilities and obligations regarding the Processing of Personal Data during the course of the engagement between the parties.

WHEREAS, ScyllaDB, provides the Customer with a NoSQL solutions for organizations and cloud services for establishing the entire Customer’s database infrastructure (“Services”);

WHEREAS, the Services may require ScyllaDB to Process Personal Data (as such terms are defined below) on the Customer’s behalf subject to the terms and conditions of this DPA; and

WHEREAS, the parties desire to supplement this DPA to achieve compliance with the UK, EU, Swiss, United States and other data protection laws and agree on the following:

1. APPLICATION OF THE DPA

1.1. This DPA reflect the parties’ agreement on the processing of Personal Data in connection with the Services and the Agreement and in accordance with Data Protection Laws. This DPA will only apply to the extent: (i) ScyllaDB processes Personal Data that is made available, directly or indirectly, by Customer (or on its behalf) in connection with the Services and the Agreement; and (ii) Data Protection Laws apply to the processing of Personal Data.

1.2. In the event of a conflict between the terms and conditions of this DPA and the Agreement, this DPA shall prevail. For the avoidance of doubt, in the event Standard Contractual Clauses have been executed between the parties, the terms of the Standard Contractual Clauses shall prevail over those of this DPA.

2. DEFINITIONS
 
2.1. Adequate Country” is a country that an adequacy decision from the European Commission.
 
2.2. “CCPA” means the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 – 1798.199) of 2018, including as modified by the California Privacy Rights Act (“CPRA”) once the CPRA takes effect as well as all regulations promulgated thereunder from time to time.
2.3. “Customer Data” means any and all Personal Data provided by the Customer to ScyllaDB during its use of the Service, as detailed in Annex I attached herein.

2.4. The terms “Personal Data”, “Controller”, “Processor”, “Data Subject”, “Processing” (and “Process“), “Personal Data Breach”, “Special Categories of Personal Data” and “Supervisory Authority”, shall all have the same meanings as ascribed to them in the EU Data Protection Law. The terms “Personal Information”, “Business”, “Business Purpose”, “Consumer”, “Service Provider,” “Sale” and “Sell” shall have the same meaning as ascribed to them in the CCPA. “Data Subject” shall also mean and refer to “Consumer”, as such term defined in the CCPA, “Personal Data” shall include “Personal Information” under this DPA.

2.5. “Data Protection Law” means applicable privacy and data protection laws and regulations (including, where applicable, EU Data Protection Law, UK Data Protection Laws, Swiss Data Protection Laws, Israeli Law and the CCPA) as may be amended or superseded from time to time.

2.6. “EEA” means the European Economic Area.

2.7. “EU Data Protection Law” means the (i) EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); (ii) Regulation 2018/1725; (iii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended (e-Privacy Law); (iv) any national data protection laws made under, pursuant to, replacing or succeeding (i) and (ii); (v) any legislation replacing or updating any of the foregoing; and (vi) any judicial or administrative interpretation of any of the above, including any binding guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority.

2.8. “Israeli Law” means Israeli Privacy Protection Law, 5741-1981, the regulations promulgated pursuant thereto, including the Israeli Privacy Protection Regulations (Data Security), 5777-2017 and other related privacy regulations.

2.9. “Security Incident” means any significant accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data (including Customer Data).

2.10. “Standard Contractual Clauses” or “SCC” mean the standard contractual clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council adopted by the European Commission Decision 2021/914 of 4 June 2021, which may be found here: Standard Contractual Clauses.

2.11. “Swiss Data Protection Laws” or “FADP” shall mean (i) Swiss Federal Data Protection Act (dated June 19, 1992, as of March 1, 2019) (“FDPA”); (ii) The Ordinance on the Federal Act on Data Protection (“FODP“); (iii) any national data protection laws made under, pursuant to, replacing or succeeding and any legislation replacing or updating any of the foregoing.

2.12. “Swiss SCC” shall mean the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner.

2.13. “UK Data Protection Laws” shall mean the Data Protection Act 2018 (DPA 2018), as amended, and EU General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as incorporated into UK law as the UK GDPR, as amended, and any other applicable UK data protection laws, or regulatory Codes of Conduct or other guidance that may be issued from time to time.

2.14. “UK GDPR” shall mean the GDPR as it forms part of domestic law in the United Kingdom by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time).

2.15. “UK Standard Contractual Clauses” or “UK SCC” means the UK “International Data Transfer Addendum to The European Commission Standard Contractual Clauses” available at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf as adopted, amended or updated by the UK Information Commissioner Office (“ICO”), Parliament or Secretary of State.

Any other terms that are not defined herein shall have the meaning provided under the Agreement or applicable law. A reference to any term or section of CCPA, UK Data Protection Laws or GDPR means the version as amended. Any references to the GDPR in this DPA shall mean the GDPR or UK GDPR depending on the applicable Law.

3. ROLES AND DETAILS OF PROCESSING

3.1. The parties agree and acknowledge that under the performance of their obligations set forth in the Agreement, and with respect to the Processing of Customer Data, ScyllaDB is acting as a Data Processor and Customer is acting as a Data Controller. For the purpose of the CCPA, Customer is the Business and ScyllaDB is the Service Provider. Each party shall be individually and separately responsible for complying with the obligations that apply to such party under applicable Data Protection Law.

3.2. The subject matter and duration of the Processing carried out by the Processor on behalf of the Controller, the nature and purpose of the Processing, the type of Personal Data and categories of Data Subjects are described in Annex I attached hereto.

4. PROCESSING OF PERSONAL DATA

4.1. The Customer represents and warrants that: (i) its Processing instructions shall comply with applicable Data Protection Law, and the Customer acknowledges that, taking into account the nature of the Processing, ScyllaDB is not in a position to determine whether the Customer’s instructions infringe applicable Data Protection Law; and (ii) due to the nature of the Services, ScyllaDB does not monitor or control the Customer Data obtained by ScyllaDB’s system and thus, the type of Personal Data or Categories of the Data Subjects processed by it is subject to the Customer’s sole discretion..

4.2. ScyllaDB represents and warrants that it shall Process Customer Data, solely for the purpose of providing the Service, and for the pursuit of a Business Purpose as set forth under the CCPA, all in accordance with Customer’s written instructions including the Agreement and this DPA. Notwithstanding the above, in the event ScyllaDB is required under applicable laws, including Data Protection Law or any union or member state regulation, to Process Customer Data other than as instructed by Customer, ScyllaDB shall make its best efforts to inform the Customer of such requirement prior to Processing such Customer Data, unless prohibited under applicable law.

4.3. ScyllaDB shall provide reasonable cooperation and assistance to the Customer in ensuring compliance with its obligation to carry out data protection impact assessments with respect to the Processing of its Customer Data and to consult with the Supervisory Authority (as applicable).

4.4. Where applicable, ScyllaDB shall assist the Customer in ensuring that Personal Data Processed is accurate and up to date, by informing the Customer without delay if it becomes aware of the fact that the Personal Data it is Processing is inaccurate or has become outdated.

4.5. ScyllaDB shall take reasonable steps to ensure: (i) the reliability of its staff and any other person acting under its supervision who may come into contact with, or otherwise have access to and Process Customer Data; (ii) that persons authorized to process the Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; and (iii) that such personnel are aware of their responsibilities under this DPA and any applicable Data Protection Laws.

4.6. Notwithstanding the above, in the event the Customer is an Israeli establishment or Customer Data includes processing of Israeli data subjects, or in any event that the Israeli Law shall apply, the parties hereby undertake that they comply with the aforesaid regulations as well as comply with the DPA.

4.7. ScyllaDB acknowledges and confirms that it does not receive or process any Personal Data as consideration for any services or other items that ScyllaDB provides to Customer under the Agreement. ScyllaDB certifies that it understands the rules, requirements and definitions of the CCPA and agrees to refrain from selling (as such term is defined in the CCPA) any Personal Data Processed hereunder, without Customer’s prior written consent, nor taking any action that would cause any transfer of Personal Data to or from ScyllaDB under the Agreement or this DPA to qualify as “selling” such Personal Data under the CCPA.

5. DATA SUBJECTS REQUESTS

5.1. It is agreed that where ScyllaDB receives a request from a Data Subject or an applicable authority in respect of Customer Data Processed by ScyllaDB, ScyllaDB will direct the Data Subject or the applicable authority to the Customer in order to enable the Customer to respond directly to the Data Subject’s or the applicable authority’s request, unless otherwise required under applicable laws. Parties shall provide each other with commercially reasonable cooperation and assistance in relation to the handling of a Data Subject’s or applicable authority’s request, to the extent permitted under Data Protection Law.

6. SUB-PROCESSING

6.1. The Customer acknowledges that ScyllaDB may transfer Customer Data to and otherwise interact with third party data processors (“Sub-Processor”). The Customer hereby authorizes ScyllaDB to engage and appoint such Sub-Processors to Process Customer Data, as well as permits each Sub-Processor to appoint a Sub-Processor on its behalf. ScyllaDB may continue to use those Sub-Processors already engaged by ScyllaDB, as listed in Annex III, or to engage an additional or replace an existing Sub-Processor to process Customer Data, subject to the provision of a thirty (30) day prior notice of its intention to do so to the Customer. In case the Customer has not objected to the adding or replacing of a Sub-Processor within thirty (30) days of ScyllaDB’s notice, such Sub-Processor shall be considered approved by the Customer. In the event the Customer objects to the adding or replacing of a Sub-Processor, ScyllaDB may, under ScyllaDB’s sole discretion, suggest the engagement of a different Sub-Processor for the same course of services, or otherwise terminate the

6.2. ScyllaDB shall, where it engages any Sub-Processor, impose, through a legally binding contract between ScyllaDB and the Sub-Processor, data protection obligations similar to those set out in this DPA. ScyllaDB shall ensure that such contract will require the Sub-Processor to provide sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of Data Protection Law.

6.3. ScyllaDB shall remain responsible to the Customer for the performance of the Sub-Processor’s obligations in accordance with this DPA. ScyllaDB shall notify the Customer of any failure by the Sub-Processor to fulfill its contractual obligations.

7. TECHNICAL AND ORGANIZATIONAL MEASURES

7.1. Taking 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, and without prejudice to any other security standards agreed upon by the parties, ScyllaDB hereby confirms that it has implemented and will maintain appropriate physical, technical and organizational measures to protect the Customer Data as required under Data Protection Laws to ensure lawful processing of Customer Data and safeguard Customer Data from unauthorized, unlawful or accidental processing, access, disclosure, loss, alteration or destruction. The parties acknowledge that security requirements are constantly changing and that effective security requires the frequent evaluation and regular improvement of outdated security measures.

7.2. ScyllaDB is certified against ISO 27001:2013, ISO 27017:2015, ISO 27018:2019, and SOC2 certified. The security measures are further detailed in Annex II.

 

8. PERSONAL DATA SECURITY INCIDENT

8.1. ScyllaDB will notify the Customer upon becoming aware of any confirmed Security Incident affecting the Customer Data. ScyllaDB’s notification regarding or response to a Security Incident under this Section 8 shall not be construed as an acknowledgment by ScyllaDB of any fault or liability with respect to the Security Incident.

8.2. ScyllaDB will: (i) take necessary steps to remediate, minimize any effects of and investigate any Security Incident and to identify its cause; (ii) co-operate with the Customer and provide the Customer with such assistance and information as it may reasonably require in connection with the containment, investigation, remediation or mitigation of the Security Incident; (iii) notify the Customer in writing of any request, inspection, audit or investigation by a supervisory authority or other authority; (iv) keep the Customer informed of all material developments in connection with the Security Incident and execute a response plan to address the Security Incident; and (v) co-operate with the Customer and assist Customer with its obligation to notify the affected individuals in the case of a Security Incident.

9. AUDIT RIGHTS

9.1. ScyllaDB shall maintain accurate written records of any and all the processing activities of any Personal Data carried out under this DPA and shall make such records available to the Customer and applicable supervisory authorities upon written request. Such records provided shall be considered ScyllaDB’s Confidential Information and shall be subject to confidentiality obligations.

9.2. In the event the records and documentation provided subject to Section 9.1 above are not sufficient, ScyllaDB shall make available, solely upon prior reasonable written notice and no more than once per year, to a reputable auditor nominated by the Customer, information necessary to reasonably demonstrate compliance with this DPA, and shall allow for audits, including inspections, by such reputable auditor solely in relation to the Processing of the Customer Data (“Audit”) in accordance with the terms and conditions hereunder. The auditor shall be subject to the terms of this DPA and standard confidentiality obligations (including towards third parties). ScyllaDB may object to an auditor appointed by the Customer in the event ScyllaDB reasonably believes the auditor is not suitably qualified or independent, is a competitor of ScyllaDB or otherwise unsuitable (“Objection Notice”). The Customer will appoint a different auditor or conduct the Audit itself upon its receipt of an Objection Notice from ScyllaDB. Customer shall bear all expenses related to the Audit and shall (and ensure that each of its auditors shall) over the course of such Audit, avoid causing any damage, injury or disruption to ScyllaDB’s premises, equipment, personnel and business while its personnel are on those premises in the course of such Audit. Any and all conclusions of such Audit shall be confidential and reported back to ScyllaDB immediately.

10. CROSS BORDER PERSONAL DATA TRANSFERS

10.1. Transfers from the EEA, the UK or Switzerland to non-adequate third countries. Where the GDPR, UK GDPR or the Swiss FADP is applicable, if the Processing of Personal Data by ScyllaDB (or by a Sub-Processor) includes transfer of Personal Data (either directly or through an onward transfer) to a third country outside the EEA, the UK and Switzerland that is not an Adequate Country, such transfer shall only occur if an appropriate safeguard approved by the applicable Data Protection Law (the GDPR (Article 46), UK GDPR (Article 46) or Swiss FADP (as applicable)) for the lawful transfer of Personal Data under is in place.

10.2 If ScyllaDB or its Sub-processor relies on the Standard Contractual Clauses to facilitate a transfer to a third country that is not an Adequate Country, then:

10.2.1. transfer of Personal Data from the EEA the terms set forth in Annex IV shall apply.

10.2.2. transfer of Personal Data from the UK, the terms set forth in Annex V shall apply; and

10.2.3. transfer of Personal Data from Switzerland, the terms set forth in Annex VI shall apply.

11. TERM & TERMINATION

11.1. This DPA shall be effective as of the Effective Date and shall remain in force until the Agreement terminates.

11.2. ScyllaBD shall be entitled to terminate this DPA or terminate the Processing of Customer Data in the event that Processing of Customer Data under the Customer’s instructions or this DPA infringe applicable legal requirements.

11.3. Following the termination of this DPA, ScyllaBD shall, at the choice of the Customer, delete all Customer Data processed on behalf of the Customer and certify to the Customer that it has done so, or, return all Customer Data to the Customer and delete existing copies, unless applicable law or regulatory requirements requires that ScyllaBD continue to store Customer Data. Until the Customer Data is deleted or returned, the parties shall continue to ensure compliance with this DPA.

 

ANNEX I

DETAILS OF PROCESSING

This Annex includes certain details of the Processing of Personal Data as required by Article 28(3) GDPR.

Categories of Data Subjects:

Subject to Customer’s sole discretion, ScyllaDB as a cloud provider solely stores the data without knowledge of the data uploaded or Categories of Personal Data transferred.

Categories of Personal Data:

Subject to Customer’s sole discretion, ScyllaDB as a cloud provider solely stores the data without knowledge of the data uploaded or Categories of Personal Data transferred.

Special Categories of Personal Data:

Subject to Customer’s sole discretion, ScyllaDB as a cloud provider solely stores the data without knowledge of the data uploaded or Categories of Personal Data transferred.

Nature of the processing:

Storage and cloud management services, as applicable and described in this DPA and the Agreement.

Purpose(s) of Processing:

Providing the data exporter with the services.

Retention Period:

For the duration of this DPA and in compliance with the Data Protection Law.

Process Frequency:

Continuous basis.


 

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES

The following description reviews the technical and organizational measures implemented by ScyllaDB as the data importer to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

The security objectives of ScyllaDB are identified and managed to maintain a high level of security and consists of the following (concerning all data assets and systems):

Availability – information and associated assets should be accessible to authorized users when required. The computer network must be resilient. ScyllaDB will detect and respond rapidly to incidents (such as viruses and other malware) that threaten the continued availability of assets, systems, and information.

Confidentiality – ensuring that information is only accessible to those authorized to access it, on a need-to-know-basis.

Integrity – safeguarding the accuracy and completeness of information and processing methods and therefore requires preventing deliberate or accidental, partial or complete, destruction, or unauthorized modification, of electronic data.

Description of the technical and organizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons:

System Control

Access to the ScyllaDB’s database is highly restricted in order to ensure that only the relevant personnel who have received prior approval can access the database. ScyllaDB’s has also implemented appropriate safeguards related to remote access and wireless computing capabilities. Employees are assigned private passwords that allow strict access or use to Personal Data, all in accordance with such employee’s position, and solely to the extent such access or use is required. There is constant monitoring of access to the Personal Data and the passwords used to gain access. ScyllaDB is using automated tools to identify non-human login attempts and rate-limiting login attempts to minimize the risk of a brute force attack.

Data Access Control

User authentication measures have been put in place in order to ensure that access to Personal Data is restricted solely to those employees who have been given permission to access it and to ensure that the Personal Data is not accessed, modified, copied, used, transferred or deleted without specific authorization for such actions to be done. Any access to Personal Data, as well as any action performed involving the use of Personal Data requires a password and user name, which is routinely changed, as well as blocked when applicable. Each employee is able to perform actions solely in accordance with the permissions granted to him by ScyllaDB. Furthermore, ScyllaDB conducts ongoing reviews of the employees who have been given authorization to access Personal Data, in order to assess whether such access is still required. ScyllaDB revokes access to Personal Data immediately upon termination of employment. Authorized individuals can only access Personal Data that are located in their individual profiles.

Organizational and Operational Security

ScyllaDB puts a lot of effort and invests a lot of resources into ensuring that ScyllaDB’s security policies and practices are being complied with, including by continuously providing employees with training with respect to such security policies and practices. ScyllaDB strives to raise awareness regarding the risks involved in the processing of Personal Data. In addition, ScyllaDB has implemented applicable safeguards for its hardware and software, including by installing firewalls and anti-virus software on applicable ScyllaDB hardware and software, in order to protect against malicious software.

Availability Control

ScyllaDB maintains backup policies and associated measures. Such backup policies include permanent monitoring of operational parameters as relevant to the backup operations. Furthermore, ScyllaDB’s servers include an automated backup procedure. ScyllaDB also conducts regular controls of the condition and labelling of data storage devices for data security. ScyllaDB ensures that regular checks are carried out to determine whether it is possible to undo the backup, as required and applicable.

Physical Access Control

ScyllaDB recognizes the significance of physical security controls as a key component in its overall security program. Physical access methods, procedures and controls have been implemented to help prevent unauthorized access to data, assets and restricted areas. Processes are in place to remove access to physical resources when an individual no longer requires access.

In addition, ScyllaDB does not hold any customer data or personal info on site. Physical Access to ScyllaDB office does not provide any privileges to the production environment.

Penetration Testing

External penetration test is performed on an annual basis. The penetration tests include, among others, procedures to prevent customers, groups of individuals, or other entities from accessing confidential information other than their own. The penetration tests and security scans are performed by a reputable Third-party vendor. In addition, ScyllaDB conducts vulnerability scans designed to identify potential vulnerabilities or misconfigurations on a periodic basis and after any significant change in the environment. Actions are taken to remediate identified deficiencies on a timely basis. Vulnerability scans is performed using external tools, in order to detect potential security breaches

Encryption

ScyllaDB Implements Encryption at rest of customer data as well as encryption in transit of all communication between client and service, as well as communication between elements in the services.

In some cases, encryption is based on underline cloud provider services, in some cases it is implemented as part of ScyllaDB Enterprise. Encryption between ScyllaDB customers and the ScyllaDB application is enabled using a minimum HTTPS TLS 1.2 authenticated tunnel.

Compliance and Certification

ScyllaDB operations, policies and procedures are audited regularly to ensure ScyllaDB meets all standards expected as a cloud system provider. Compliance certifications and attestations are assessed by a third-party, independent auditor and result in a certification, audit report, or attestation of compliance. ScyllaDB’s systems and Services were audited and verified by such compliance certification. ScyllaDB is SOC2 certified, as well as ISO 27001:2013, ISO 27017:2015 and ISO 27018:2019.

Such certifications and audits are meant to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons are according to the System and Organization Controls 2 (SOC2) industry standard as well as ISO 27001:2013, ISO 27017:2015 and ISO 27018:2019. Upon Customer request and subject to Customer’s confidentiality undertaking ScyllaDB shall provide with the Customer with the SOC2 reports or executive summary of the ISO 27001:2013, ISO 27017:2015 and ISO 27018:2019 audits.

For more information regarding the SOC2, please see our SOC2 webpage here.

Additional Safeguards

Measures and assurances regarding U.S. government surveillance (“Additional Safeguards”) have been implemented due to the EU Court of Justice Case C-311/18, Data Protection Commissioner Vs. Facebook Ireland Limited and Maximillian Schrems decision (“Schrems II”), these measures include the following:

    • encryption both in transit and at rest;
    • As of the date included in the “Last Updated” header above, ScyllaDB has not received any national security orders of the type described in Paragraphs 150-202 of the Schrems II decision.
    • No court has found ScyllaDB to be the type of entity eligible to receive process issued under FISA Section 702: (i) an “electronic communication service provider” within the meaning of 50 U.S.C § 1881(b)(4) or (ii) a member of any of the categories of entities described within that definition.
    • ScyllaDB will not comply with any request under FISA for bulk surveillance, i.e., a surveillance demand whereby a targeted account identifier is not identified via a specific “targeted selector” (an identifier that is unique to the targeted endpoint of communications subject to the surveillance).
    • ScyllaDB will use all available legal mechanisms to challenge any demands for data access through any national security process that it receives, as well as any non-disclosure provisions attached thereto.
    • ScyllaDB will notify the Customer (if required and as applicable) if it can no longer comply with the Standard Contractual Clauses or these Additional Safeguards, without being required to identify the specific provision with which it can no longer comply.

 

ANNEX III


LIST OF SUB-PROCESSORS

Name LocationDescription of the processing
Microsoft AzureUSACloud Services
Google Could PlatformUSACloud Services
Amazon Web ServicesUSA and IrelandCloud Services
Zendesk Inc.USASupport Services
SeekWell Inc.AustraliaAnalytics Services
Recurly Inc.USAPayment Services
Stripe Inc.USAPayment Services – to process payments by Credit Card (mostly) and other payment methods.

 

ANNEX IV

EU INTERNATIONAL TRANSFERS AND SCC

1. The parties agree that the terms of the Standard Contractual Clauses are hereby incorporated by reference and shall apply to transfer of Personal Data from the EEA to other countries that are not deemed as Adequate Countries.

2. Module Two (Controller to Processor) of the Standard Contractual Clauses shall apply where the transfer is effectuated by Customer as the data controller of the Personal Data and ScyllaDB is the data processor of the Personal Data.

3. The Parties agree that for the purpose of transfer of Personal Data between Customer (as Data Exporter) and the ScyllaDB (as Data Importer), the following shall apply:

a) Clause 7 of the Standard Contractual Clauses shall not be applicable.

b) In Clause 9, option 2 (general written authorization) shall apply and the method for appointing and time period for prior notice of Sub-processor changes shall be as set forth in the Sub-Processing Section of the DPA.

c) In Clause 11, the optional language will not apply, and data subjects shall not be able to lodge a complaint with an independent dispute resolution body.

d) In Clause 17, option 1 shall apply. The parties agree that the Standard Contractual Clauses shall be governed by the laws of the EU Member State in which the Customer is established (where applicable).

e) In Clause 18(b) the parties choose the courts of the Republic of Ireland, as their choice of forum and jurisdiction.

4. Annex I.A of the Standard Contractual Clauses shall be completed as follows:

4.a.1. “Data Exporter“: Customer

4.a.2. “Data Importer“: ScyllaDB

4.a.3. Roles: (A) With respect to Module Two: (i) Data Exporter is a data controller and (ii) the Data Importer is a data processor.

4.a.4. Data Exporter and Data Importer Contact details: As detailed in the Agreement.

4.a.5. Signature and Date: By entering into the Agreement and DPA, Data Exporter and Data Importer are deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

5. Annex I.B of the Standard Contractual Clauses shall be completed as follows:

a) The purpose of the processing, nature of the processing, categories of data subjects, categories of personal data and the parties’ intention with respect to the transfer of special categories are as described in Annex I (Details of Processing) of this DPA.

b) The frequency of the transfer and the retention period of the personal data is as described in Annex I (Details of Processing) of this DPA.

c) The sub-processor which personal data is transferred are listed in Annex III.

6. Annex I.C of the Standard Contractual Clauses shall be completed as follows: the competent supervisory authority in accordance with Clause 13 is the supervisory authority in the Member State stipulated in Section 3 above.

7. Annex II of this DPA (Technical and Organizational Measures) serves as Annex II of the Standard Contractual Clauses.

8. Annex III of this DPA (List of Sub-processors) serves as Annex III of the Standard Contractual Clauses.

9. Transfers to the US: Measures and assurances regarding US government surveillance (“Additional Safeguards”) are further detailed in Annex II, as well as:

ScyllaDB agrees and hereby represents it maintains, and will continue to maintain, the following additional safeguards in connection with any Personal Data transferred under this Annex IV:

a) ScyllaDB maintains industry standard measures to protect the Personal Data from interception (including in transit from Customer to ScyllaDB and between different systems and services). This includes maintaining encryption of Personal Data in transit and at rest.

b) ScyllaDB will make reasonable efforts to resist, subject to applicable laws, any request for bulk surveillance relating to the Personal Data protected under the GDPR or the UK GDPR, including (if applicable) under section 702 of the United States Foreign Intelligence Surveillance Court (“FISA”).

c) If ScyllaDB becomes aware of any law enforcement agency or other governmental authority (“Authority”) attempt or demand to gain access to or a copy of the Personal Data (or part thereof), whether on a voluntary or a mandatory basis, then, unless legally prohibited or under a mandatory legal compulsion that requires otherwise, ScyllaDB shall: inform the relevant Authority that ScyllaDB is a Processor of the Personal Data and that Customer, as the Controller has not authorized ScyllaDB to disclose the Personal Data to the Authority; inform the relevant Authority that any and all requests or demands for access to the Personal Data should be directed to or served upon Customer in writing; and use reasonable legal mechanisms to challenge any such demand for access to Personal Data which is under the ScyllaDB’s control.

d) Notwithstanding the above, if, taking into account the nature, scope, context and purposes of the related Authority’s intended access to Personal Data, ScyllaDB has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual or entity, these subsections shall not apply. In such event, ScyllaDB shall notify Customer, as soon as possible, following the access by the Authority, and provide Customer with relevant details, unless and to the extent legally prohibited to do so.

ScyllaDB will inform Customer, upon written request (and not more than once a year), of the types of binding legal demands for Personal Data ScyllaDB has received and complied with, including demands under national security orders and directives, specifically including any process under Section 702 of FISA.

 

ANNEX V

UK INTERNATIONAL TRANSFERS AND SCC

1. The parties agree that the terms of the Standard Contractual Clauses as amended by the UK Standard Contractual Clauses, and as amended in this Annex V, are hereby incorporated by reference and shall apply to transfer of Personal Data from the UK to other countries that are not deemed as Adequate Countries.

2. This Annex V is intended to provide appropriate safeguards for the purposes of transfers of Personal Data to a third country in reliance on Article 46 of the UK GDPR and with respect to data transfers from controllers to processors or from the processor to its sub-processors.

3. Terms used in this Annex V that are defined in the Standard Contractual Clauses, shall have the same meaning as in the Standard Contractual Clauses.

4. This Annex V shall (i) be read and interpreted in the light of the provisions of UK Data Protection Laws, and so that if fulfils the intention for it to provide the appropriate safeguards as required by Article 46 of the UK GDPR, and (ii) not be interpreted in a way that conflicts with rights and obligations provided for in UK Data Protection Laws.

5. Amendments to the UK Standard Contractual Clauses:

5.1. Part 1: Tables

5.1.1. Table 1 Parties: shall be completed as set forth in Section 4 within Annex IV

5.1.2. Table 2 Selected SCCs, Modules and Selected Clauses: shall be completed as set forth in Section 2 and 3 within Annex IV

5.1.3. Table 3 Appendix Information:

Annex 1A: List of Parties: shall be completed as set forth in Section 2 within Annex IV above.

Annex 1B: Description of Transfer: shall be completed as set forth in Annex I above.

Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data: shall be completed as set forth in Annex II above.

Annex III: List of Sub processors: shall be completed as set forth in Annex III above.

5.1.4. Table 4 Ending this Addendum when the Approved Addendum Changes: shall be completed as “neither party”.

 

ANNEX IV

SUPPLEMENTARY TERMS FOR SWISS DATA PROTECTION LAW TRANSFERS ONLY

The following terms supplement the Clauses only if and to the extent the Clauses apply with respect to data transfers subject to Swiss Data Protection Law, and specifically the FDPA:

    • The term ’Member State’ will be interpreted in such a way as to allow data subjects in Switzerland to exercise their rights under the Clauses in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the Clauses.
    • The clauses in the DPA protect the Personal Data of legal entities until the entry into force of the Revised Swiss FDPA.
    • All references in this DPA to the GDPR should be understood as references to the FDPA insofar as the data transfers are subject to the FDPA.
    • References to the “competent supervisory authority”, “competent courts” and “governing law” shall be interpreted as Swiss Data Protection Laws and Swiss Information Commissioner, the competent courts in Switzerland, and the laws of Switzerland (for Restricted Transfers from Switzerland).
    • In respect of data transfers governed by Swiss Data Protection Laws and Regulations, the EU SCCs will 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 and Regulations until such laws are amended to no longer apply to a legal entity.
    • The competent supervisory authority is the Swiss Federal Data Protection Information Commissioner.