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Data Processing Addendum

Last modified: November 02, 2020

Jibe and the counterparty agreeing to this addendum (“Company”) have entered into an agreement for the provision of the Processor Services (as amended from time to time, the “Agreement”).

This Data Processing Addendum (including the appendices, “Data Processing Addendum”) is entered into by Jibe and Company and supplements the Agreement. This Data Processing Addendum will be effective, and replace any previously applicable terms relating to their subject matter (including any data processing and security terms relating to the Processor Services), from the Terms Effective Date.

If you are accepting this Data Processing Addendum on behalf of Company, you warrant that: (a) you have full legal authority to bind Company to this Data Processing Addendum; (b) you have read and understand this Data Processing Addendum; and (c) you agree, on behalf of Company, to this Data Processing Addendum. If you do not have the legal authority to bind Company, please do not accept this Data Processing Addendum.

1. Introduction

This Data Processing Addendum reflects the parties’ agreement on the terms governing the processing and security of Company Personal Data in connection with the European Data Protection Legislation and certain Non-European Data Protection Legislation.

2. Definitions and Interpretation

2.1 In this Data Processing Addendum:

Additional Product” means a product, service or application provided by Jibe or a third party that: (a) is not part of the Processor Services; and (b) is accessible for use within the user interface of the Processor Services or is otherwise integrated with the Processor Services.

Additional Terms for Non-European Data Protection Legislation” means the additional terms referred to in Appendix 3, which reflect the parties’ agreement on the terms governing the processing of certain data in connection with certain Non-European Data Protection Legislation.

Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with, a party.

Company Personal Data” means personal data that is processed by Jibe on behalf of Company in Jibe’s provision of the Processor Services.

Data Incident” means a breach of Jibe’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Company Personal Data on systems managed by or otherwise controlled by Jibe. “Data Incidents” will not include unsuccessful attempts or activities that do not compromise the security of Company Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

Data Protection Legislation” means, as applicable: (a) the European Data Protection Legislation; and/or (b) the Non-European Data Protection Legislation.

Data Subject Tool” means a tool (if any) made available by a Jibe Entity to data subjects that enables Jibe to respond directly and in a standardised manner to certain requests from data subjects in relation to Company Personal Data (for example, an opt-out browser plugin).

EEA means the European Economic Area.

EU GDPR” means 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.

European Data Protection Legislation” means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).

European or National Laws” means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Company Personal Data); and/or (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Company Personal Data).

GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.

Jibe” means the Jibe Entity that is party to the Agreement.

Jibe Affiliate Subprocessors” has the meaning given in Section 11.1 (Consent to Subprocessor Engagement).

Jibe Entity” means Jibe Mobile Inc, Jibe Mobile Limited or any other Affiliate of Jibe Mobile Inc.

ISO 27001 Certification” means ISO/IEC 27001:2013 certification or a comparable certification for the Processor Services.

Non-European Data Protection Legislation” means data protection or privacy laws in force outside the EEA, Switzerland, and the UK.

Notification Email Address” means the email address (if any): (i) provided by Company to Jibe or (ii) designated by Company, through the user interface of the Processor Services or such other means provided by Jibe, to receive certain notifications from Jibe relating to this Data Processing Addendum. For clarity, it is Company’s responsibility to provide Jibe with a Notification Email Address and to inform Jibe of any updates to the Notification Email Address.

Processor Services” means RCS Business Messaging services (as described at https://developers.google.com/business-communications/rcs-business-messaging)

Security Documentation” means the ISO 27001 Certification and any other security certifications or documentation that Jibe may make available in connection with the Processor Services.

Security Measures” has the meaning given in Section 7.1.1 (Jibe’s Security Measures).

Standard Contractual Clauses” means the European Commission’s standard contractual clauses at https://privacy.google.com/businesses/gdprprocessorterms/sccs, which are standard data protection terms for the transfer of personal data to processors established in third countries that do not ensure an adequate level of data protection, as described in Article 46 of the EU GDPR.

Subprocessors” means third parties authorised under this Data Processing Addendum to have logical access to and process Company Personal Data in order to provide parts of the Processor Services and any related technical support.

Supervisory Authority” means, as applicable: (a) a “supervisory authority” as defined in the EU GDPR; and/or (b) the “Commissioner” as defined in the UK GDPR.

Term” means the period from the Terms Effective Date until the end of Jibe’s provision of the Processor Services under the Agreement.

Terms Effective Date” means the effective date of the Agreement.

Third-Party Subprocessors” has the meaning given in Section 11.1 (Consent to Subprocessor Engagement).

UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force.

2.2 The terms “controller”, “data subject”, “personal data”, “processing”, and “processor” as used in this Data Processing Addendum have the meanings given in the GDPR, and the terms “data importer” and “data exporter” have the meanings given in the Standard Contractual Clauses.

2.3 The terms “including”, “include” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms. Any examples in this Data Processing Addendum are illustrative and not the sole examples of a particular concept.

2.4 Any reference to a legal framework, statute or other legislative enactment is a reference to it as amended or re-enacted from time to time.

2.5 If these Data Processing Terms are translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.

3. Duration of this Data Processing Addendum

This Data Processing Addendum will take effect on the Terms Effective Date and, regardless of whether the Term has expired, will remain in effect until, and automatically expire upon, deletion of all Company Personal Data by Jibe as described in this Data Processing Addendum.

4. Application of this Data Processing Addendum

4.1 Application of European Data Protection Legislation. Sections 5 (Processing of Data) to 12 (Contacting Jibe; Processing Records) (inclusive) will only apply to the extent that the European Data Protection Legislation applies to the processing of Company Personal Data, including if:

(a) the processing is in the context of the activities of an establishment of Company in the EEA or the UK; and/or

(b) Company Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services or the monitoring of their behaviour in the EEA or the UK.

4.2 Application to Processor Services. This Data Processing Addendum will only apply to the Processor Services for which the parties agreed to this Data Processing Addendum (for example: (a) the Processor Services for which Company clicked to accept this Data Processing Addendum; or (b) if the Agreement incorporates this Data Processing Addendum by reference, the Processor Services that are the subject of the Agreement).

4.3 Incorporation of Additional Terms for Non-European Data Protection Legislation. The Additional Terms for Non-European Data Protection Legislation supplement these Data Processing Terms.

5. Processing of Data

5.1 Roles and Regulatory Compliance; Authorisation.

5.1.1 Processor and Controller Responsibilities. The parties acknowledge and agree that:

(a) Appendix 1 describes the subject matter and details of the processing of Company Personal Data;

(b) Jibe is a processor of Company Personal Data under the European Data Protection Legislation;

(c) Company is a controller or processor, as applicable, of Company Personal Data under the European Data Protection Legislation; and

(d) each party will comply with the obligations applicable to it under the European Data Protection Legislation with respect to the processing of Company Personal Data.

5.1.2 Authorisation by Third-Party Controller. If Company is a processor, Company warrants to Jibe that Company’s instructions and actions with respect to Company Personal Data, including its appointment of Jibe as another processor, have been authorised by the relevant controller.

5.2 Company’s Instructions. By entering into this Data Processing Addendum, Company instructs Jibe to process Company Personal Data only in accordance with applicable law: (a) to provide the Processor Services and any related technical support; (b) as further specified through Company’s use of the Processor Services (including in the settings and other functionality of the Processor Services) and any related technical support; (c) as documented in the form of the Agreement, including this Data Processing Addendum; and (d) as further documented in any other written instructions given by Company and acknowledged by Jibe as constituting instructions for purposes of this Data Processing Addendum.

5.3 Jibe’s Compliance with Instructions. Jibe will comply with the instructions described in Section 5.2 (Company’s Instructions) (including with regard to data transfers) unless European or National Laws to which Jibe is subject require other processing of Company Personal Data by Jibe, in which case Jibe will inform Company (unless any such law prohibits Jibe from doing so on important grounds of public interest).

5.4 Additional Products. If Company uses any Additional Product, the Processor Services may allow that Additional Product to access Company Personal Data as required for the interoperation of the Additional Product with the Processor Services. This Data Processing Addendum does not apply to the processing of personal data in connection with the provision of any Additional Product used by Company, including personal data transmitted to or from that Additional Product.

6. Data Deletion

6.1 Deletion During Term.

6.1.1 Processor Services With Deletion Functionality. During the Term, if:

(a) the functionality of the Processor Services includes the option for Company to delete Company Personal Data;

(b) Company uses the Processor Services to delete certain Company Personal Data; and

(c) the deleted Company Personal Data cannot be recovered by Company (for example, from the “trash”),

then Jibe will delete such Company Personal Data from its systems as soon as reasonably practicable, unless European or National Laws require storage.

6.1.2 Processor Services Without Deletion Functionality. During the Term, if the functionality of the Processor Services does not include the option for Company to delete Company Personal Data, then Jibe will comply with any reasonable request from Company to facilitate such deletion, insofar as this is possible taking into account the nature and functionality of the Processor Services. Jibe may charge a fee (based on Jibe’s reasonable costs) for any data deletion under this Section 6.1.2 (Processor Services Without Deletion Functionality). Jibe will provide Company with further details of any applicable fee, and the basis of its calculation, in advance of any such data deletion.

6.2 Deletion on Term Expiry. On expiry of the Term, Company instructs Jibe to delete all Company Personal Data (including existing copies) from Jibe’s systems in accordance with applicable law. Jibe will comply with this instruction as soon as reasonably practicable unless European or National Laws require storage.

7. Data Security

7.1 Jibe’s Security Measures and Assistance.

7.1.1 Jibe’s Security Measures. Jibe will implement and maintain technical and organisational measures to protect Company Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access as described in Appendix 2 (the “Security Measures”). Jibe may update or modify the Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Processor Services.

7.1.2 Security Compliance by Jibe Staff.Jibe will ensure that all persons authorised to process Company Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7.1.3 Jibe’s Security Assistance. Company agrees that Jibe will assist Company in ensuring compliance with any obligations of Company regarding security of personal data and personal data breaches (taking into account the nature of the processing of Company Personal Data and the information available to Jibe), including (if applicable) Company’s obligations under Articles 32 to 34 (inclusive) of the GDPR, by:

(a) implementing and maintaining the Security Measures in accordance with Section 7.1.1 (Jibe’s Security Measures);

(b) complying with the terms of Section 7.2 (Data Incidents); and

(c) providing Company with the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation) and the information contained in this Data Processing Addendum.

7.2 Data Incidents.

7.2.1 Incident Notification. If Jibe becomes aware of a Data Incident, Jibe will: (a) notify Company of the Data Incident promptly and without undue delay; and (b) promptly take reasonable steps to minimise harm and secure Company Personal Data.

7.2.2 Details of Data Incident. Notifications made under Section 7.2.1 (Incident Notification) will describe, to the extent possible, details of the Data Incident, including steps taken to mitigate the potential risks and steps Jibe recommends Company take to address the Data Incident.

7.2.3 Delivery of Notification.Jibe will deliver its notification of any Data Incident to the Notification Email Address or, at Jibe’s discretion (including if Company has not provided a Notification Email Address), by other direct communication (for example, by phone call or an in-person meeting). Company is solely responsible for providing the Notification Email Address and ensuring that the Notification Email Address is current and valid.

7.2.4 Third-Party Notifications. Company is solely responsible for complying with incident notification laws applicable to Company and fulfilling any third-party notification obligations related to any Data Incident.

7.2.5 No Acknowledgement of Fault by Jibe.Jibe’s notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by Jibe of any fault or liability with respect to the Data Incident.

7.3 Company’s Security Responsibilities and Assessment.

7.3.1 Company’s Security Responsibilities. Company agrees that, without prejudice to Jibe’s obligations under Sections 7.1 (Jibe’s Security Measures and Assistance) and 7.2 (Data Incidents):

(a) Company is responsible for its use of the Processor Services, including:

(i) making appropriate use of the Processor Services to ensure a level of security appropriate to the risk to Company Personal Data; and

(ii) securing the account authentication credentials, systems, and devices Company uses to access the Processor Services; and

(b) Jibe has no obligation to protect Company Personal Data that Company elects to store or transfer outside of Jibe’s and its Subprocessors’ systems.

7.3.2 Company’s Security Assessment. Company acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context, and purposes of the processing of Company Personal Data, as well as the risks to individuals) the Security Measures implemented and maintained by Jibe in Section 7.1.1 (Jibe’s Security Measures) provide a level of security appropriate to the risk to Company Personal Data.

7.4 Security Certification. To evaluate and help ensure the continued effectiveness of the Security Measures, Jibe will maintain the ISO 27001 Certification.

7.5 Reviews and Audits of Compliance.

7.5.1 Reviews of Security Documentation. To demonstrate compliance by Jibe with its obligations under this Data Processing Addendum, Jibe will make the Security Documentation available for review by Customer.

7.5.2 Company’s Audit Rights.

(a) Jibe will allow Company or a third-party auditor appointed by Company to conduct audits (including inspections) to verify Jibe’s compliance with its obligations under this Data Processing Addendum in accordance with Section 7.5.3 (Additional Business Terms for Audits).Jibe will contribute to such audits as described in Section 7.4 (Security Certification) and this Section 7.5 (Reviews and Audits of Compliance).

(b) If the Standard Contractual Clauses apply under Section 10.2 (Transfers of Data), Jibe will allow Company or a third-party auditor appointed by Company to conduct audits as described in the Standard Contractual Clauses in accordance with Section 7.5.3 (Additional Business Terms for Audits).

(c) may also conduct an audit to verify Jibe’s compliance with its obligations under this Data Processing Addendum by reviewing the certificate issued for the ISO 27001 Certification (which reflects the outcome of an audit conducted by a third-party auditor).

7.5.3 Additional Business Terms for Audits.

(a) Company will send any request for an audit under Section 7.5.2(a) or 7.5.2(b) to Jibe as described in Section 12.1 (Contacting Jibe).

(b) Following receipt by Jibe of a request under Section 7.5.3(a), Jibe and Company will discuss and agree in advance on the reasonable start date, scope and duration of, and security and confidentiality controls applicable to, any audit under Section 7.5.2(a) or 7.5.2(b).

(c) Jibe may charge a fee (based on Jibe’s reasonable costs) for any audit under Section 7.5.2(a) or 7.5.2(b).Jibe will provide Company with further details of any applicable fee, and the basis of its calculation, in advance of any such audit. Company will be responsible for any fees charged by any third-party auditor appointed by Company to execute any such audit.

(d) Jibe may object to any third-party auditor appointed by Company to conduct any audit under Section 7.5.2(a) or 7.5.2(b) if the auditor is, in Jibe’s reasonable opinion, not suitably qualified or independent, a competitor of Jibe or otherwise manifestly unsuitable. Any such objection by Jibe will require Company to appoint another auditor or conduct the audit itself.

(e) Nothing in this Data Processing Addendum will require Jibe either to disclose to Company or its third-party auditor, or to allow Company or its third-party auditor to access:

(i) any data of any other customer of a Jibe Entity;

(ii) any Jibe Entity’s internal accounting or financial information;

(iii) any trade secret of a Jibe Entity;

(iv) any information that, in Jibe’s reasonable opinion, could: (A) compromise the security of any Jibe Entity’s systems or premises; or (B) cause any Jibe Entity to breach its obligations under the European Data Protection Legislation or its security and/or privacy obligations to Company or any third party; or

(v) any information that Company or its third-party auditor seeks to access for any reason other than the good faith fulfilment of Company’s obligations under the European Data Protection Legislation.

7.5.4 No Modification of Standard Contractual Clauses. If the Standard Contractual Clauses apply under Section 10.2 (Transfers of Data), nothing in this Section 7.5 (Reviews and Audits of Compliance) varies or modifies any rights or obligations of Company or Jibe under the Standard Contractual Clauses.

8. Impact Assessments and Consultations

Company agrees that Jibe will assist Company in ensuring compliance with any obligations of Company regarding data protection impact assessments and prior consultation (taking into account the nature of the processing and the information available to Jibe), including (if applicable) Company’s obligations under Articles 35 and 36 of the GDPR, by:

(a) providing the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation);

(b) providing the information contained in this Data Processing Addendum; and

(c) providing or otherwise making available, in accordance with Jibe’s standard practices, other materials concerning the nature of the Processor Services and the processing of Company Personal Data (for example, help centre materials).

9. Data Subject Rights

9.1 Responses to Data Subject Requests. If Jibe receives a request from a data subject in relation to Company Personal Data, Jibe will:

(a) if the request is made through a Data Subject Tool, respond directly to the data subject’s request in accordance with the standard functionality of that Data Subject Tool; or

(b) if the request is not made through a Data Subject Tool, advise the data subject to submit their request to Company, and Company will be responsible for responding to such request.

9.2 Jibe’s Data Subject Request Assistance. Company agrees that Jibe will assist Company in fulfilling any obligation of Company to respond to requests by data subjects (taking into account the nature of the processing of Company Personal Data and, if applicable, Article 11 of the GDPR), including (if applicable) Company’s obligation to respond to requests for exercising the data subject’s rights in Chapter III of the GDPR, by:

(a) providing the functionality of the Processor Services;

(b) complying with the commitments in Section 9.1 (Responses to Data Subject Requests); and

(c) if applicable to the Processor Services, making available Data Subject Tools.

10. Data Transfers

10.1 Data Storage and Processing Facilities. Company agrees that Jibe may, subject to Section 10.2 (Transfers of Data), store and process Company Personal Data in any country in which Jibe or any of its Subprocessors maintains facilities.

10.2 Transfers of Data.

If the storage and/or processing of Company Personal Data involves transfers of Company Personal Data from the EEA, Switzerland, or the UK to any third country that is not subject to an adequacy decision under the European Data Protection Legislation:

(a) Company (as data exporter) will be deemed to have entered into the Standard Contractual Clauses with Jibe (as data importer);

(b) the transfers will be subject to the Standard Contractual Clauses; and

(c) references to Google LLC and to Customer in the Standard Contractual Clauses will be to Jibe and Company respectively.

10.3 Data Centre Information. Information about the locations of Google data centres is available at www.google.com/about/datacenters/locations/index.html.

11. Subprocessors

11.1 Consent to Subprocessor Engagement. Company specifically authorises the engagement of Jibe’s Affiliates as Subprocessors (“Jibe Affiliate Subprocessors”). In addition, Company generally authorises the engagement of any other third parties as Subprocessors (“Third-Party Subprocessors”). If the Standard Contractual Clauses apply under Section 10.2 (Transfers of Data), the above authorizations constitute Company’s prior written consent to the subcontracting by Jibe of the processing of Company Personal Data.

11.2 Information about Subprocessors. At the written request of Company, Jibe will provide information regarding Subprocessors and their locations. Any such requests must be sent to Jibe using the contact details set out in Section 12.1 (Contacting Jibe).

11.3 Requirements for Subprocessor Engagement. When engaging any Subprocessor, Jibe will:

(a) ensure through a written contract that:

(i) the Subprocessor only accesses and uses Company Personal Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including this Data Processing Addendum) and, if applicable under Section 10.2 (Transfers of Data), the Standard Contractual Clauses; and

(ii) if the GDPR applies to the processing of Company Personal Data, the data protection obligations in Article 28(3) of the GDPR are imposed on the Subprocessor; and

(b) remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.

11.4 Opportunity to Object to Subprocessor Changes.

(a) When any new Third-Party Subprocessor is engaged during the Term, Jibe will inform Company of the engagement (including the name and location of the relevant subprocessor and the activities it will perform) by sending an email to the Notification Email Address at least 30 days before the new Third-Party Subprocessor processes any Company Personal Data.

(b) Company may object to any new Third-Party Subprocessor by terminating the Agreement immediately upon written notice to Jibe, on condition that Company provides such notice within 90 days of being informed of the engagement of the new Third-Party Subprocessor as described in Section 11.4(a). This termination right is Company’s sole and exclusive remedy if Company objects to any new Third-Party Subprocessor.

12. Contacting Jibe; Processing Records

12.1 Contacting Jibe. Company may contact Jibe in connection with this Data Processing Addendum via Jibe's RCS data protection contact who can be reached via http://issuetracker.google.com, or through such other means as may be provided by Jibe from time to time.

12.2 Jibe’s Processing Records. Company acknowledges that Jibe is required under the GDPR to: (a) collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which Jibe is acting and (if applicable) of such processor’s or controller's local representative and data protection officer; and (b) make such information available to any Supervisory Authority. Accordingly, where requested and applicable, Company will provide such information to Jibe through the user interface of the Processor Services or via such other means as may be provided by Jibe, and will use such user interface or other means to ensure that all information provided is kept accurate and up-to-date.

13. Liability

13.1 Liability Cap. Regardless of anything else in the Agreement, the total liability of either party towards the other party under or in connection with this Data Processing Addendum will be limited to the maximum monetary or payment-based amount at which that party’s liability is capped under the Agreement (and therefore any exclusion of confidentiality or indemnification claims from the Agreement’s limitation of liability will not apply to claims under the Agreement relating to the European Data Protection Legislation or the Non-European Data Protection Legislation). Nothing in this Section 13 (Liability) will exclude or limit either party’s liability for: (a) death or personal injury resulting from its negligence or the negligence of its employees or agents; (b) fraud or fraudulent misrepresentation; or (c) matters for which liability cannot be excluded or limited under applicable law.

13.2 Liability if the Standard Contractual Clauses Apply. If the Standard Contractual Clauses apply under Section 10.2 (Transfers of Data), then the total combined liability of each party and its Affiliates towards the other party and its Affiliates under or in connection with the Agreement and the Standard Contractual Clauses combined will be subject to Section 13.1 (Liability Cap).

14. Third-Party Beneficiaries

If a party’s Affiliate is a party to the Standard Contractual Clauses that apply under Section 10.2 (Transfers of Data), then that Affiliate will be a third-party beneficiary of Sections 6.2 (Deletion on Term Expiry), 7.5 (Reviews and Audits of Compliance), 9.1 (Responses to Data Subject Requests), 10.2 (Transfers of Data), 11.1 (Consent to Subprocessor Engagement), and 13.2 (Liability if the Standard Contractual Clauses Apply). To the extent this Section 14 (Third-Party Beneficiaries) conflicts or is inconsistent with any other clause in the Agreement, this Section 14 (Third-Party Beneficiaries) will apply.

15. Effect of this Data Processing Addendum

If there is any conflict or inconsistency between the Standard Contractual Clauses, the Additional Terms for Non-European Data Protection Legislation, this Data Processing Addendum, and the remainder of the Agreement, then the following order of precedence will apply:

(a) the Standard Contractual Clauses;

(b) the Additional Terms for Non-European Data Protection Legislation;

(c) the remainder of these Data Processing Terms; and

(d) the remainder of the Agreement.

If this Agreement (including any Addendum) is translated into any other language, and the translated text conflicts or is inconsistent with the English text, the English text will govern.

Subject to the amendments in this Data Processing Addendum, the Agreement remains in full force and effect.

16. Changes to this Data Processing Addendum

16.1 Changes to URLs From time to time, Jibe may change any URL referenced in this Data Processing Addendum and the content at any such URL, except that Jibe may only change the Standard Contractual Clauses in accordance with Sections 16.2(b) - 16.2(d) (Changes to Data Processing Terms) or to incorporate any new version of the Standard Contractual Clauses that may be adopted under the European Data Protection Legislation, in each case in a manner that does not affect the validity of the Standard Contractual Clauses under the European Data Protection Legislation.

16.2 Changes to Data Processing Terms. Jibe may change this Data Processing Addendum if the change:

(a) is expressly permitted by this Data Processing Addendum, including as described in Section 16.1 (Changes to URLs);

(b) reflects a change in the name or form of a legal entity;

(c) is required to comply with applicable law, applicable regulation, a court order, or guidance issued by a governmental regulator or agency; or

(d) does not (i) result in a degradation of the overall security of the Processor Services; (ii) expand the scope of or remove any restrictions on, (x) in the case of the Additional Terms for Non-European Data Protection Legislation, Jibe’s rights to use or otherwise process the data in scope of the Additional Terms for Non-European Data Protection Legislation or (y) in the case of the remainder of these Data Processing Terms, Jibe’s processing of Company Personal Data, as described in Section 5.3 (Jibe’s Compliance with Instructions); and (iii) otherwise have a material adverse impact on Company’s rights under this Data Processing Addendum, as reasonably determined by Jibe.

16.3 Notification of Changes. If Jibe intends to change this Data Processing Addendum under Section 16.2(c) or (d), Jibe will inform Company at least 30 days (or such shorter period as may be required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency) before the change will take effect by either: (a) sending an email to the Notification Email Address; or (b) alerting Company through the user interface for the Processor Services. If Company objects to any such change, Company may terminate the Agreement by giving written notice to Jibe within 90 days of being informed by Jibe of the change.

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter

Jibe’s provision of the Processor Services and any related technical support to Company.

Duration of the Processing

The Term plus the period from expiry of the Term until deletion of all Company Personal Data by Jibe in accordance with this Data Processing Addendum.

Nature and Purpose of the Processing

Jibe will process Company Personal Data for the purpose of providing the Processor Services and any related technical support to Company in accordance with this Data Processing Addendum (including, as applicable to the Processor Services and the instructions described in Section 5.2 (Company’s Instructions), collecting, recording, organising, structuring, storing, altering, retrieving, using, disclosing, combining, erasing and destroying Company Personal Data).

Types of Personal Data

Personal data relating to individuals provided to Jibe via the Processing Services, by (or at the direction of) Company or by Company end users.

Categories of Data Subjects

Data subjects include the individuals about whom data is provided to Jibe via the Processing Services by (or at the direction of) Company or by Company end users.

Appendix 2: Security Measures

As from the Terms Effective Date, Jibe will implement and maintain the Security Measures in this Appendix 2. Jibe may update or modify such Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Processor Services.

1. Data Centre & Network Security

(a) Data Centres.

Infrastructure. Jibe maintains geographically distributed data centres. Jibe stores all production data in physically secure data centres.

Redundancy. Infrastructure systems have been designed to eliminate single points of failure and minimise the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Processor Services are designed to allow Jibe to perform certain types of preventative and corrective maintenance without interruption. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer's or internal specifications. Preventative and corrective maintenance of the data centre equipment is scheduled through a standard process according to documented procedures.

Power. The data centre electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, and 7 days a week. In most cases, a primary as well as an alternate power source, each with equal capacity, is provided for critical infrastructure components in the data centre. Backup power is provided by various mechanisms such as uninterruptible power supply (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If utility power is interrupted, backup power is designed to provide transitory power to the data centre, at full capacity, for up to 10 minutes until the diesel generator systems take over. The diesel generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data centre at full capacity typically for a period of days.

Server Operating Systems. Jibe servers use hardened operating systems which are customised for the unique server needs of the business. Data is stored using proprietary algorithms to augment data security and redundancy. Jibe employs a code review process to increase the security of the code used to provide the Processor Services and enhance the security products in production environments.

Businesses Continuity. Jibe replicates data over multiple systems to help to protect against accidental destruction or loss. Jibe has designed and regularly plans and tests its business continuity planning/disaster recovery programs.

(b) Networks & Transmission.

Data Transmission. Data centres are typically connected via high-speed private links to provide secure and fast data transfer between data centres. This is designed to prevent data from being read, copied, altered or removed without authorisation during electronic transfer or transport or while being recorded onto data storage media. Jibe transfers data via Internet standard protocols.

External Attack Surface. Jibe employs multiple layers of network devices and intrusion detection to protect its external attack surface. Jibe considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.

Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. Jibe’s intrusion detection involves:

  1. Tightly controlling the size and make-up of Jibe’s attack surface through preventative measures;

  2. Employing intelligent detection controls at data entry points; and

  3. Employing technologies that automatically remedy certain dangerous situations.

Incident Response. Jibe monitors a variety of communication channels for security incidents, and Jibe’s security personnel will react promptly to known incidents.

Encryption Technologies. Jibe makes HTTPS encryption (also referred to as SSL or TLS connection) available. Jibe servers support ephemeral elliptic curve Diffie Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimise the impact of a compromised key, or a cryptographic breakthrough.

2. Access and Site Controls

(a) Site Controls.

On-site Data Centre Security Operation. Jibe’s data centres maintain an on-site security operation responsible for all physical data centre security functions 24 hours a day, 7 days a week. The on-site security operation personnel monitor Closed Circuit TV (“CCTV”) cameras and all alarm systems. On-site security operation personnel perform internal and external patrols of the data centre regularly.

Data Centre Access Procedures. Jibe maintains formal access procedures for allowing physical access to the data centres. The data centres are housed in facilities that require electronic card key access, with alarms that are linked to the on-site security operation. All entrants to the data centre are required to identify themselves as well as show proof of identity to on-site security operations. Only authorised employees, contractors and visitors are allowed entry to the data centres. Only authorised employees and contractors are permitted to request electronic card key access to these facilities. Data centre electronic card key access requests must be made in advance and in writing, and require the approval of the requestor’s manager and the data centre director. All other entrants requiring temporary data centre access must: (i) obtain approval in advance from the data centre managers for the specific data centre and internal areas they wish to visit; (ii) sign in at on-site security operations; and (iii) reference an approved data centre access record identifying the individual as approved.

On-site Data Centre Security Devices. Jibe’s data centres employ an electronic card key and biometric access control system that is linked to a system alarm. The access control system monitors and records each individual’s electronic card key and when they access perimeter doors, shipping and receiving, and other critical areas. Unauthorised activity and failed access attempts are logged by the access control system and investigated, as appropriate. Authorised access throughout the business operations and data centres is restricted based on zones and the individual’s job responsibilities. The fire doors at the data centres are alarmed. CCTV cameras are in operation both inside and outside the data centres. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data centre building, and shipping/receiving. On-site security operations personnel manage the CCTV monitoring, recording and control equipment. Secure cables throughout the data centres connect the CCTV equipment. Cameras record on-site via digital video recorders 24 hours a day, 7 days a week. The surveillance records are retained for at least 7 days based on activity.

(b) Access Control.

Infrastructure Security Personnel. Jibe has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. Jibe’s infrastructure security personnel are responsible for the ongoing monitoring of Jibe’s security infrastructure, the review of the Processor Services, and responding to security incidents.

Access Control and Privilege Management. Company’s administrators and users must authenticate themselves via a central authentication system or via a single sign on system in order to use the Processor Services.

Internal Data Access Processes and Policies – Access Policy. Jibe’s internal data access processes and policies are designed to prevent unauthorised persons and/or systems from gaining access to systems used to process personal data. Jibe aims to design its systems to: (i) only allow authorised persons to access data they are authorised to access; and (ii) ensure that personal data cannot be read, copied, altered or removed without authorisation during processing, use and after recording. The systems are designed to detect any inappropriate access. Jibe employs a centralised access management system to control personnel access to production servers, and only provides access to a limited number of authorised personnel. LDAP, Kerberos and a proprietary system utilising SSH certificates are designed to provide Jibe with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Jibe requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimise the potential for unauthorised account use. The granting or modification of access rights is based on: the authorised personnel’s job responsibilities; job duty requirements necessary to perform authorised tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Jibe’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g. login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength.

3. Data

(a) Data Storage, Isolation & Authentication.

Jibe stores data in a multi-tenant environment on Jibe-owned servers. Data, the Processor Services database and file system architecture are replicated between multiple geographically dispersed data centres. Jibe logically isolates each customer's data. A central authentication system is used across all Processor Services to increase uniform security of data.

(b) Decommissioned Disks and Disk Destruction Guidelines.

Certain disks containing data may experience performance issues, errors or hardware failure that lead them to be decommissioned (“Decommissioned Disk”). Every Decommissioned Disk is subject to a series of data destruction processes (the “Data Destruction Guidelines”) before leaving Jibe’s premises either for reuse or destruction. Decommissioned Disks are erased in a multi-step process and verified complete by at least two independent validators. The erase results are logged by the Decommissioned Disk’s serial number for tracking. Finally, the erased Decommissioned Disk is released to inventory for reuse and redeployment. If, due to hardware failure, the Decommissioned Disk cannot be erased, it is securely stored until it can be destroyed. Each facility is audited regularly to monitor compliance with the Data Destruction Guidelines.

4. Personnel Security

Jibe personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Jibe conducts reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.

Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Jibe’s confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Company Personal Data are required to complete additional requirements appropriate to their role. Jibe’s personnel will not process Company Personal Data without authorisation

5. Subprocessor Security

Before onboarding Subprocessors, Jibe conducts an audit of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Jibe has assessed the risks presented by the Subprocessor then, subject always to the requirements in Section 11.3 (Requirements for Subprocessor Engagement), the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.

Appendix 3: Additional Terms for Non-European Data Protection Legislation

The following Additional Terms for Non-European Data Protection Legislation supplement these Data Processing Terms:

Jibe Data Processing Terms, Version 2.0

27 August 2020