This Customer Data Processing Agreement reflects the requirements of the European Data Protection Regulation (“GDPR”) as it comes into effect on May 25, 2018. RapidBrains´s products and services offered in the European Union are GDPR ready and this DPA provides you with the necessary documentation of this readiness. This Data Processing Agreement (“DPA”) is an addendum to the Customer Terms of Service (“Agreement”) between RapidBrains (RapidBrains) and the Customer. All capitaized terms not defined in this DPA shall have the meanings set forth in the Agreement. Customer enters into this DPA on behalf of itself and, to the extent required under Data Protection Laws, in the name and on behalf of its Authorized Affiliates (defined below).
“Affiliate” means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.
"Authorized Affiliate" means any of Customer Affiliate(s) permitted to or otherwise receiving the benefit of the Services pursuant to the Agreement.
"Control "means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term"Controlled " shall be construed accordingly.
"Controller " means an entity that determines the purposes and means of the processing of Personal Data.
" Customer Data " means any data that RapidBrains processes on behalf of Customer in the course of providing the Services under the Service Level Agreement.
" Data Protection Laws " means all data protection and privacy laws and regulations applicable to the processing of Personal Data under the Agreement, including, where applicable, EU Data Protection Law.
" EU Data Protection Law " means (i) prior to May 25, 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data (“Directive”) and on and after May 25, 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sec- tor and applicable national implementations of it (in each case, as may be amended, superseded or replaced).
" Personal Data" means any Customer Data relating to an identified or identifiable natural person to the extent that such information is protected as personal data under applicable Data Protection Law.
" Processor " means an entity that processes Personal Data on behalf of the Controller.
" Processing " has the meaning given to it in the GDPR and “process”, “processes” and “processed” shall be interpreted accordingly.
" Security Incident " means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorzized disclosure of or access to Personal Data.
" Services " means any product or service provided by RapidBrains to Customer pursuant to and as more particularly described in the Agreement.
We use the information we collect in various ways, including to:
We may share the information we collect in various ways, including the following:
RapidBrains shall maintain records of its security standards. Upon Customer’s written request, RapidBrains shall provide (on a confidential basis) copies of relevant external ISMS certifications, audit report summaries and/or other documentation reasonably required by Customer to verify RapidBrains’s compliance with this DPA. RapidBrains shall further provide written responses (on a confidential basis) to all reasonable requests for information made by Customer, including responses to information security and audit questionnaires, that Customer (acting reasonably) considers necessary to confirm RapidBrains’s compliance with this DPA, provided that Customer shall not exercise this right more than once per year.
Processing Locations. RapidBrains stores and processes EU Data (defined below) in data centers located inside and outside the European Union. All other Customer Data may be transferred and processed in the United States and anywhere in the world where Customer, its Affiliates and/or its Sub-processors maintain data processing operations. RapidBrains shall implement appropriate safeguards to protect the Personal Data, wherever it is processed, in accordance with the requirements of Data Protection Laws.
Upon deactivation of the Services, all Personal Data shall be deleted, save that this requirement shall not apply to the extent RapidBrains is required by applicable law to retain some or all of the Personal Data, or to Personal Data it has archived on back-up systems, which such Personal Data RapidBrains shall securely isolate and protect from any further processing, except to the extent required by applicable law.
To the extent that Customer is unable to independently access the relevant Personal Data within the Services, RapidBrains shall (at Customer’s expense) taking into account the nature of the processing, provide reasonable cooperation to assist Customer by appropriate technical and organizational measures, in so far as is possible, to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. In the event that any such request is made directly to RapidBrains, RapidBrains shall not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so. If RapidBrains is required to respond to such a request, RapidBrains shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.
To the extent RapidBrains is required under Data Protection Law, RapidBrains shall (at Customer’s expense) provide reasonably requested information regarding RapidBrains's processing of Personal Data under the Agreement to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.