Randori and IBM Plan to Join Forces to Tackle Growing Attack Surface Risks

Data Processing Agreement

EU and UK Data Processing Addendum (Processor Form)

This EU and UK Data Processing Addendum (“Addendum”) forms part of, and is incorporated into, the Master Services Agreement (the “Agreement”) entered into by and between the customer entity that is a party to the Agreement (“Customer”) and Randori, Inc. (“Company), and any party which accedes to this Addendum from time to time pursuant to Clause 7 of the EU SCCs (as defined below). By entering into the Master Services Agreement, Customer executes this Addendum on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates (defined below), if any.   Company may update this Addendum from time to time, and Company will provide reasonable notice of any such updates. Any terms not defined in this Addendum shall have the meaning set forth in the Agreement.

  1. Definitions

  1. Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.

  1. Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable Company to perform its obligations under this Addendum or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this Addendum.

  2. Customer Account Data” means personal data that relates to Customer’s relationship with Company, including the names or contact information of individuals authorized by Customer to access Customer’s account and billing information of individuals that Customer has associated with its account. Customer Account Data also includes any data Company may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.

  3. Customer Usage Data” means Service usage data collected and processed by Company in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.

  4. Data Exporter” means Customer.

  5. Data Importer” means Company. 

  6. Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR” or “GDPR”), (iii) the Swiss Federal Act on Data Protection, (iv) the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”); (v) the UK Data Protection Act 2018; and (vi) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR. 

  7. EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time). 

  8. ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic
    Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR. 

  9.  “ex-UK Transfer” means the transfer of Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018. 

  10.   “Services” shall have the meaning set forth in the Agreement.

  11.  “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.   

  12.  “UK SCCs” means the standard contractual clauses approved by the European Commission for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission, being either (i) controller-to-processor clauses as approved by the European Commission in Commission Decision 2010/87/EU, dated 5 February 2010 (as amended and updated from time to time) (“UK Controller-to-Processor SCCs”); or (ii) controller-to-controller clauses as approved by the European Commission in Commission Decision 2004/915/EC, dated 27 December 2004 (as amended and updated from time to time) (“UK Controller-to-Controller SCCs”).

  1. Relationship of the Parties; Processing of Data

    1. The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this Addendum or the Agreement, Company is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Company to be in breach of the Data Protection Laws.  Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Company regarding the processing of such Personal Data. Customer shall not provide or make available to Company any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Company from all claims and losses in connection therewith. 

    2. Company shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this Addendum or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which the Company is subject; in such a case, the Company shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws.  Customer hereby instructs Company to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.

  1. The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this Addendum.

  1. Following completion of the Services, at Customer’s choice, Company shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Company shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the UK SCCs and Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Company to Customer only upon Customer’s request. 

  2. CCPA. Except with respect to Customer Account Data and Customer Usage Data, the parties acknowledge and agree that Company is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a business purpose.  Company shall not sell any such personal information. Company shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA.  The terms “personal information,” “service provider,” “sale,” and “sell” are as defined in Section 1798.140 of the CCPA. Company certifies that it understands the restrictions of this Section 2.5. 

  1. Confidentiality

Company shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Company’s confidentiality obligations in the Agreement. Customer agrees that Company may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this Addendum, the Agreement, or the provision of Services to Customer.  

  1. Authorized Sub-Processors

    1. Customer acknowledges and agrees that Company may (1) engage its affiliates and the Authorized Sub-Processors listed in Exhibit B to this Addendum to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this Addendum, Customer provides general written authorization to Company to engage sub-processors as necessary to perform the Services.

    2. A list of Company’s current Authorized Sub-Processors (the “List”) will be made available to Customer, either attached hereto, at a link provided to Customer, via email or through another means made available to Customer.  Such List may be updated by Company from time to time.  Company may provide a mechanism to subscribe to notifications of new Authorized Sub-Processors and Customer agrees to subscribe to such notifications where available.  At least ten (10) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, Company will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing Company within ten (10) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Company from offering the Services to Customer.

    3. If Customer reasonably objects to an engagement in accordance with Section 4.2, and Company cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Company.  Discontinuation shall not relieve Customer of any fees owed to Company under the Agreement. 

    4. If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Company, that third party will be deemed an Authorized Sub-Processor for the purposes of this Addendum.

    5. Company will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on Company under this Addendum with respect to the protection of Personal Data.  In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with Company, Company will remain liable to Customer for the performance of the Authorized Sub-Processor’s obligations under such agreement.

    6. If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Company of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Company to Customer pursuant to Clause 5(j) of the UK SCCs or Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the Company beforehand, and that such copies will be provided by the Company only upon request by Customer.

  2. Security of Personal Data.  

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, Company shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about Company’s technical and organizational security measures.

  1. Transfers of Personal Data

  1. The parties agree that Company may transfer Personal Data processed under this Addendum outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Company’s primary processing operations take place in the United States, and that the transfer of Customer’s Personal Data to the United States is necessary for the provision of the Services to Customer. [If Company transfers Personal Data protected under this Addendum to a jurisdiction for which the European Commission has not issued an adequacy decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.

  2. Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

    1. Module One (Controller to Controller) of the EU SCCs apply when Company is processing Personal Data as a controller pursuant to Section 9 of this Addendum.  

    2. Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Company is processing Personal Data for Customer as a processor pursuant to Section 2 of this Addendum.

    3. Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Company is processing Personal Data on behalf of Customer as a sub-processor.

  3. For each module, where applicable the following applies: 

    1. The optional docking clause in Clause 7 does not apply.

    2. In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this Addendum; 

    3. In Clause 11, the optional language does not apply; 

    4. All square brackets in Clause 13 are hereby removed; 

    5. In Clause 17 (Option 1), the EU SCCs will be governed by the laws of the Republic of Ireland;

    6. In Clause 18(b), disputes will be resolved before the courts of the courts of the Republic of Ireland

    7. Exhibit B to this Addendum contains the information required in Annex I of the EU SCCs; 

    8. Exhibit C to this Addendum contains the information required in Annex II of the EU SCCs; and 

    9. By entering into this Addendum, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes. 

  4. Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and completed as follows: 

    1. References to the GDPR will be deemed to be references to the UK GDPR and the UK Data Protection Act 2018, references to “supervisory authorities” will be deemed to be references to the UK Information Commissioner, and references to “Member State(s)” or the EU will be deemed to be references to the UK.

    2. The UK Controller-to-Processor SCCs apply when the Company processes Customer’s Personal Data as a processor. The illustrative indemnification clause does not apply. In Clause 4(f) the language “adequate protection within the meaning of Directive 95/46/EC” is deleted and replaced with “a level of data protection that is considered adequate under, or equivalent to, the applicable data protection law.” Clause 9, Governing Law, shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” In Clause 11(3), the language “, namely…” at the end of the sentence is hereby deleted. Exhibit B of this Addendum serves as Appendix I of the UK Controller-to-Processor SCCs. Exhibit C of this Addendum serves as Appendix II of the UK Controller-to-Processor SCCs. 

    3. The UK Controller-to-Controller SCCs apply when the Company processes Customer’s Personal Data as a controller pursuant to Section 9 of this Addendum. Clause II(h) of the UK Controller-to-Controller SCCs shall be deemed to state that the Company will process Personal Data in accordance with the data processing principles set forth in Annex A of the UK Controller-to-Controller SCCs. The illustrative commercial clause does not apply. Clause IV (Governing Law) shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” Exhibit B of this Addendum serves as Annex B of the UK Controller-to-Controller SCCs.

    4. The parties acknowledge and agree that if any of the UK SCCs are replaced or superseded by new standard contractual clauses issued and approved pursuant to Article 46 of the UK GDPR and related provisions of the UK Data Protection Act 2018 (“New UK SCCs”), the Data Importer may give notice to the Data Exporter and, with effect from the date set forth in such notice, the application of the UK SCCs set forth in this Addendum shall be amended so that the UK SCCs cease to apply to ex-UK Transfers, and the New UK SCCs specified in such notice shall apply going forward. To the extent that the use of the New UK SCCs require the parties to complete additional information, the parties shall reasonably and promptly work together to complete such additional information. 

  5. Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications: 

    1. The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data transfers subject to the FADP.

    2. The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP. 

    3. Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be observed. 

    4. The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs. 

  6. Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:

    1. As of the date of this Addendum, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Customer’s Personal Data (“Government Agency Requests”); 

    2. If, after the date of this Addendum, the Data Importer receives any Government Agency Requests, Company shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. As part of this effort, Company may provide Customer’s basic contact information to the government agency. If compelled to disclose Customer’s Personal Data to a law enforcement or government agency, Company shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless Company is legally prohibited from doing so. Company shall not voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this Addendum should be suspended in the light of the such Government Agency Requests; and

    3. The Data Exporter and Data Importer will meet regularly to consider whether:

      1. the protection afforded by the laws of the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be;

      2. additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and 

      3. it is still appropriate for Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the parties, together with guidance provided by the supervisory authorities. 

    4. If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws. 

    5. If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this Addendum cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.

  1. Rights of Data Subjects

  1. Company shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Company receives a Data Subject Request in relation to Customer’s data, Company will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Company, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.

  2. Company shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Company’s assistance and (ii) Company is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

  1. Actions and Access Requests; Audits

  1. Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

  2. Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

  1. Company shall maintain records sufficient to demonstrate its compliance with its obligations under this Addendum, and retain such records for a period of three (3) years after the termination of the Agreement.  Customer shall, with reasonable notice to Company, have the right to review, audit and copy such records at Company’s offices during regular business hours.

  2. Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Company shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Company’s compliance with prevailing data security standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an audit or inspection of Company’s data security infrastructure and procedures that is sufficient to demonstrate Company’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Company’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Company for any time expended for on-site audits.  If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 5(f) and Clause 12(2) of the UK SCCs and Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4. 

  3. Company shall immediately notify Customer if an instruction, in the Company’s opinion, infringes the Data Protection Laws or Supervisory Authority.

  4. In the event of a Personal Data Breach, Company shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Company’s reasonable control).

  5. In the event of a Personal Data Breach, Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.

  6. The obligations described in Sections 8.5 and 8.6 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Company’s obligation to report or respond to a Personal Data Breach under Sections 8.5 and 8.6 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Personal Data Breach.

  1. Company’s Role as a Controller. The parties acknowledge and agree that with respect to Customer Account Data and Customer Usage data, Company is an independent controller, not a joint controller with Customer. Company will process Customer Account Data and Customer Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out Company’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Company is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this Addendum and the Agreement. Company may also process Customer Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by the Company as a controller shall be in accordance with the Company’s privacy policy set forth at https://www.randori.com/privacy-policy/ [. 

  2. Conflict. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this Addendum; (3) the Agreement; and (4) the Company’s privacy policy. Any claims brought in connection with this Addendum will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

Exhibit A

Details of Processing

[

Nature and Purpose of Processing:   Company will process Customer’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this Addendum, and in accordance with Customer’s instructions as set forth in this Addendum. 


Duration of Processing: Company will process Customer’s Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for Company’s legitimate business needs; or (iii) by applicable law or regulation. Customer Account Data and Customer Usage Data will be processed and stored as set forth in Company’s privacy policy.


Categories of Data Subjects:  Customers AND/OR Customer employees


Categories of Personal Data: Company processes Personal Data contained in Customer Account Data, Customer Usage Data, and any Personal Data provided by Customer or collected by Company in order to provide the Services or as otherwise set forth in the Agreement or this Addendum. Categories of Personal Data include: 

name, location, email address, phone number, address, occupation, and title.


Sensitive Data or Special Categories of Data: None


Exhibit B

The following includes the information required by Annex I and Annex III of the EU SCCs, and Appendix 1 of the UK SCCs. 

  1. The Parties 


Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

Name: The Customer

Address: As designated by Customer in Customer’s account.

Contact person’s name, position and contact details: As designated by Customer in Customer’s account.

Activities relevant to the data transferred under these Clauses: Services aimed at identifying assets and vulnerabilities that comprise the attack surface of the data exporter’s assets

Signature and date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.

Role (controller/processor): The Data Exporter’s role is set forth in Section 2 of this Addendum.


Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

Name: Randori, Inc.

Address: 100 Powdermill Rd. Acton,  MA 01720

Contact person’s name, position and contact details: Data Importer: Brian Hazzard, CEO; Responsible for data protection: Aaron Fosdick, CISSP; CISO; privacy@randori.com

Activities relevant to the data transferred under these Clauses: Services aimed at identifying assets and vulnerabilities that comprise the attack surface of the data exporter’s assets.

Signature and date: … By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.

Role (controller/processor): The Data Importer’s role is set forth in Section 2 of this Addendum 




  1. Description of the Transfer 



Data Subjects

Data exporter’s personnel

Categories of Personal Data

name(s), surname, business e-mail address, business e-mail signature, business telephone number

Special Category Personal Data (if applicable)

Username, IP address

Nature of the Processing 

Receiving data, including collection, access, and retrieval.

Purposes of Processing

To provide the Services and support 

Duration of Processing and Retention (or the criteria to determine such period) 

Term of Agreement

Frequency of the transfer

as necessary to provide the Services

Recipients of Personal Data Transferred to the Data Importer

Company will maintain and provide a list of its Subprocessors upon request.


  1. Competent Supervisory Authority 


The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13.


  1. List of Authorized Sub-Processors

Service

Entity Country

Services Performed

Google GCP

USA

Cloud Infrastructure

Amazon AWS

USA

Cloud Infrastructure

HubSpot

USA

Marketing

Pendo.io

USA

User Analytics

Salesforce

USA

Customer Records

Sendgrid

USA

Customer Email Notifications

Sentry.io

USA

Platform Performance

Workato

USA

3rd Party Platform Integration

Zendesk

USA

Customer Support

Zoominfo

USA

Marketing

Mary Ann Fitzsimmons

Canada

Account Executive

Alon Sadeh

Canada

Sales Engineer

Phillip Dumont

Canada

Sales Engineer



Exhibit C

Description of the Technical and Organisational Security Measures implemented by the Data Importer

The following includes the information required by Annex II of the EU SCCs and Appendix 2 of the UK SCCs. 


Technical and Organizational Security Measure

Details

Measures of pseudonymisation and encryption of personal data

The Controller’s data is encrypted at rest using AES256 bit encryption. Data in transit is protected by Transport Layer Security (“TLS”).


Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services


The Processor operates a formal information security program that is designed to protect the confidentiality, integrity, availability and resilience of data and supporting infrastructure. Access to Controller data is restricted to processor staff based on least-privilege principles.

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident


The Processor’s application has been architected for both scalability and redundancy. Processor maintains a formal Disaster Recovery plan that includes timely backups in accordance with backup procedures. 

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing


The Processor undergoes multiple audits that are performed annually and provide both internal and independent attestation on the effectiveness of technical and organization security controls: Internal audit. ISO27001 Audit/Certification. SOC2 Type II audit.

Measures for user identification and authorization

All access attempts to the processor’s systems require identification and authorization and are logged. Technical protective measures are in place to prevent unauthorized access. 

Measures for the protection of data during transmission

Data is transmitted via SSH v2 or HTTPS (TLS only). Transmission via TLS requires a minimum 2048 bit key. Processor uses TLSv1.2 and above to encrypt data during transit.

Measures for the protection of data during storage

The Controller’s data is encrypted at rest using AES256 bit encryption and data in transit is protected by Transport Layer Security (“TLS”).


Measures for ensuring physical security of locations at which personal data are processed


The Processor utilizes third party ‘Sub-processor’ data centers that maintain current ISO 27001 certifications and/or SSAE 16 SOC 2 Type II Attestation Reports. Sub-processor reports are reviewed annually for effectiveness of physical and environmental controls.


Measures for ensuring events logging

System activities are logged and forwarded to a centralized log storage location where they can be reviewed. Logs are retained for 1 year, and cannot be altered.

Measures for ensuring system configuration, including default configuration 


System configurations are applied and maintained by programmatic tools that ensure the system configurations do not deviate from the specifications.

Measures for internal IT and IT security governance and management

The Processor operates a formal ISMS (Information Security Management System) Program that includes governance and management. ISO27001 and SOC2 audits attest that the program is in place and is operating effectively.

Measures for certification/assurance of processes and products


The Processor undergoes annual ISO27001 and SOC2 Type II audits that attest that the program is in place and is operating effectively. The audit reports are made available to the Controller to provide assurance of processes and products. Any audit report submitted to the Controller shall be treated as Confidential Information and subject to the confidentiality provisions of the Agreement between the parties


Measures for ensuring data minimisation


The Processor maintains necessary data in order to effectively provide the service to the controller.

Measures for ensuring data quality


The Processor provides support to help the Controller understand and validate the data that is stored.


Measures for ensuring limited data retention


The Processor uses a data classification policy for all data that it stores. The data retention policy specifies how long each type of data is retained. Contract terms stipulate that Controller data is deleted upon termination of the contract 

Measures for ensuring accountability


All Processor employees acknowledge the information security policies, including data classification. A sanctions policy is in place for employees that do not adhere to information security policies.

Measures for allowing data portability and ensuring erasure

The Processor service provides a method for the Controller to download(export) data with the service.  Contract terms stipulate that Controller data is deleted upon termination of the contract.

Technical and organizational measures of sub-processors

The transfer of Personal Data to a third party (e.g. sub-processors) is only made if a corresponding contract exists, and only for the specific purposes of delivering the service. If Personal Data is transferred outside the EEA, the Processor provides that an adequate level of data protection exists at the target location or organization in accordance with the European Union’s data protection requirements, e.g. by employing contracts based on the EU SCCs.