Data Processing and Information Security Addendum ("Addendum")

THIS ADDENDUM is an addendum to Master Services Agreement between Customer (the “Company” in this Addendum) and SegmentStream. Each party is referred to as a “Party” and together the “Parties”.

WHEREAS

  1. SegmentStream has developed and operates certain web-based software applications and data collection platforms (the “Products”) that it makes available via the Internet.
  2. Company wishes to use the Products in its business operations for the purpose of collecting the data to improve the digital marketing and analytics business processes of the Company (the “Business Purpose”).
  3. SegmentStream has agreed, or may agree after the date of this Addendum, pursuant to a Services Agreement or otherwise, to supply the Products to Company, which may involve the processing of Customer Data by SegmentStream (including Personal Data). In so doing, the Parties intend that Company shall be the Controller and SegmentStream shall be the Processor.
  4. In compliance with the provisions of the General Data Protection Regulation and the applicable national Data Protection Laws, the Parties wish to agree this Addendum.

In consideration of the mutual covenants and undertakings stated herein, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions:

“Additional Services” means those services undertaken by a SegmentStream employee or contractor, as may be more particularly described in the Services Agreement.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Authorized Users” means those employees, agents and independent contractors of Company or a Company Affiliate who have been Authorised by Company to use the Products in accordance with the Services Agreement.

“Customer Data” means (i) the Personal Data inputted by Company or any Authorised User, or SegmentStream on the Company's behalf, for the purpose of using the Products or facilitating Company’s use of the Products, and (ii) Personal Data inputted by and collected from End Users.

“Customer Site” means those properties (including domains and mobile applications) owned and operated by Company or one of its affiliates on which SegmentStream has agreed to provide the Products, as such properties are more particularly detailed in the Services Agreement.

“Data Protection Laws” means all applicable data protection laws and regulation in the jurisdiction where the Company is located, including Regulation (EU) 2016/679 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 (“General Data Protection Regulation”), Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications) as the parties anticipate will be replaced by ePrivacy Regulation and applicable local data protection laws.

“End User” means an end user of the Customer Site(s).

“Instruction” means an instruction, issued by Company to SegmentStream, and directing the same to perform a specific action with regard to Personal Data as further set out in Section 3.2 of this Addendum.

“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.

“Personnel” means all persons authorized to process Personal Data under this Addendum.

“Products” means the products ordered by Company under the Services Agreement, but expressly excluding any third-party products or services.

"Purposes" means the purposes for which SegmentStream Processes Personal Data as listed in Section 2 of this Addendum.

“SegmentStream Group” means SegmentStream and its Affiliates engaged in the Processing of Personal Data.

“Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed.

“Services” means Products and Additional Services.

“Services Agreement” means the agreement between Company and SegmentStream relating to the provision of Services, as amended in writing from time to time, and including all schedules, statements of work, addenda and exhibits appended thereto, if any.

“Sub-Processor” means any Processor engaged by SegmentStream or a member of the SegmentStream Group.

1.2 All capitalised terms used but not defined in this Addendum shall have the meaning ascribed to such terms in the Services Agreement. In the case of conflict or ambiguity between any provision in this Addendum and any provision contained in the Services Agreement, the provision in the Services Agreement shall prevail.

1.3 References to the terms “Processor”, "Controller", “Processing”, “Processed” and “Data Subject” in this Addendum shall be construed in accordance with the meanings attributed to them in the General Data Protection Regulation.

1.4 Where the words "include", "includes", "including" or "in particular" are used in an Addendum, they are deemed to have the words without limitation following them.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Addendum. Such reference shall include all subordinate legislation made as at the date of the Addendum under that statute or statutory provision.

2. SUBJECT-MATTER OF THE PROCESSING

The following Personal Data are Processed by SegmentStream on behalf of Company under the Addendum:

Type of Personal Data Nature and Purpose of Processing Categories of Data Subjects
Personal Data inputted by Company, Authorised User, or SegmentStream on Company's behalf Use of Products Employees of Company or Authorised User
Data about End Users or mobile application collected by Company and sent to SegmentStream via a pre-determined data layer implemented by Company, or otherwise transferred to SegmentStream. Such data may include:
  • email address
  • CRM ID
  • transaction history
Improvements to the digital marketing and analytics business processes of Company End User
Data on the connection of End User to the website (timestamp, number ofunique visitors, IP address) Improvements to the digital marketing and analytics business processes of Company End User
Information about the End User's device (e.g OS and version, browser and version, browser settings,IP address) Improvements to the digital marketing and analytics business processes of Company End User
Geolocation data inferred from IP address Improvements to the digital marketing and analytics business processes of Company End User

3. RIGHTS AND OBLIGATIONS OF COMPANY

3.1 Company acknowledges and agrees that:

  1. it is Company’s responsibility as Controller to ensure that its use of the Products complies with all Data Protection Laws applicable to Company (including, in particular, in respect of the placing and use of cookies upon which the Products rely and the capturing of any consents required to be obtained from the relevant End User);
  2. if Company requests SegmentStream to transfer Customer Data (including Personal Data) to a third party, Company is solely responsible and liable for this transfer and in any event, Company shall not act or omit to act in a way which places SegmentStream in breach of any applicable Data Protection Laws;
  3. Company shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and copyright of all Customer Data. SegmentStream is under no duty to investigate the completeness, accuracy or sufficiency of the Customer Data, including Personal Data.
  4. Company undertakes not to use the Services to process or request SegmentStream to process any sensitive personal data or any payment card information.

3.2 SegmentStream shall Process Customer Data only on Instructions from Company. Company instructs SegmentStream to Process the types of Personal Data listed in Section 2 of this Addendum and in the Services Agreement for the Purposes. This is the final Instruction of Company to SegmentStream with regard to the Processing of Customer Data. If Company requests SegmentStream to Process Customer Data outside the scope of this Addendum, it is Company's obligation to enter into an additional agreement SegmentStream SegmentStream and Company will have to bear the costs (if any) for such additional Processing.

3.3 In case of a claim of a Data Subject against SegmentStream, Company undertakes to assist SegmentStream with regard to the verification of the active legitimation and subject matter in the defense of the claim.

3.4 Company grants to SegmentStream the non-exclusive, worldwide right to copy, adapt, transmit, communicate, display, distribute and create compilations and derivative works of the Customer Data for the purpose of providing the Services pursuant to the Services Agreement and to improve or enhance such Services. This licence includes use of Customer Data to compile, use and disclose anonymous, aggregated statistics that include Customer Data, provided that no such information will directly identify and cannot reasonably be used to identify Company or Company’s End Users. Company shall be solely responsible for ensuring that Company has obtained all necessary third party consents and made all required disclosures in connection with the foregoing grant.

4. RIGHTS AND OBLIGATIONS OF SEGMENTSTREAM

4.1 SegmentStream shall Process Personal Data only to the extent, and in such a manner, as is reasonably necessary for the Purposes, and in accordance with the Service Agreement and Company’s written Instructions from time to time, unless the exception in Article 28 (3) (a) of the General Data Protection Regulation applies.

4.2 SegmentStream shall keep a record of any Processing of Personal Data it carries out on behalf of Company and shall only disclose such records to third parties with the prior written consent of Company, unless provided otherwise by applicable law.

4.3 At Company’s request and sole expense, SegmentSteram shall provide to Company a copy of all Personal Data held by it under the Addendum in a commonly used and machine-readable format.

4.4 SegmentStream shall notify Company promptly in writing (and in any event within five (5) working days of receipt) of any communication received from a Data Subject relating to its rights to access, modify, correct, erase or block his or her Personal Data.

4.5 To the extent not prohibited by applicable Data Protection Laws and applicable national laws, SegmentStream shall notify Company as soon as reasonably practicable in writing of any subpoena or other judicial or administrative order or proceeding seeking access to, or disclosure of, Personal Data. SegmentStream acknowledges that Company may, at its sole expense, seek to defend against or contest such action in lieu of and on behalf of SegmentStream.

4.6 SegmentStream shall assist Company within the scope of its ability to fulfil the requests and claims of Data Subjects laid down in Chapter III of the General Data Protection Regulation and to comply with the obligations pursuant to Articles 32 to 36 of the General Data Protection Regulation. To the extent Company has notification or communication obligations in case of a Security Incident, SegmentStream undertakes to provide cooperation and support to Company at Company’s sole expense.

4.7 SegmentStream is not obliged to actively monitor Instructions for infringements of Data Protection Laws. Without prejudice to the foregoing, SegmentStream shall notify the Company immediately upon becoming aware that an Instruction infringes Data Protection Laws.

4.8 SegmentStream shall comply with its obligation to implement a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Processing pursuant to Article 32 (1) (d) of the General Data Protection Regulation.

5. SECURITY OBLIGATIONS OF SEGMENTSTREAM

5.1 SegmentStream shall implement appropriate technical and organizational measures to protect the Customer Data, which shall be designed to meet the requirements of the General Data Protection Regulation (Article 32). In particular, SegmentStream shall implement technical and organizational measures to provide the on-going confidentiality, integrity, availability and resilience of processing systems and services. The technical and organizational measures are described in Annex 1 to this Addendum. Company has knowledge of these technical and organizational measures and is responsible for ensuring that they provide an appropriate level of protection for the risks of the Customer Data to be Processed. SegmentStream may update or modify the measures listed in Annex 1 from time to time provided that such updates or modifications do not result in any material degradation of the security of the Customer Data.

5.2 SegmentStream shall notify Company without undue delay after becoming aware of a Security Incident and assist Company with its third party notification and communication obligations, taking into account the nature of Processing and the information available to SegmentStream. However, Company is solely responsible for fulfilling any third party notification and communication obligations. SegmentStream will take, where appropriate, measures to mitigate the possible adverse effects of the Security Incident.

5.3 In the event of any loss or damage to Customer Data, SegmentStream shall use commercially reasonable endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by SegmentStream in accordance with its standard archiving procedures.

5.4 SegmentStream shall not be responsible for any destruction, loss, alteration or disclosure of Customer Data caused by any third party (except any third parties sub-contracted by SegmentStream to perform services related to Customer Data maintenance and back-up).

6. PERSONNEL

6.1 SegmentStream shall provide that access to Customer Data is limited to those Personnel who need access to the Customer Data to meet SegmentStream’s obligations under this Addendum and/or the Services Agreement.

6.2 SegmentStream shall provide that all Personnel authorized to Process Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7. INFORMATION TO DEMONSTRATE COMPLIANCE

7.1 SegmentStream shall make available to Company such information as is requested by Company to demonstrate its compliance with applicable statutory obligations, in a commonly used and machine-readable format.

7.2 In cases of official requests of data protection authorities with jurisdiction over the Processing hereunder, or, in case Company has reasonable grounds to assume that a Security Incident has taken place, Company may upon at least fourteen days prior written notice to SegmentStream conduct a site visit of the applicable SegmentStream operations center at Company's expense by a representative of Company or its independent third party auditor. Such audits shall be carried out at normal business hours without disrupting the on-going business operations of SegmentStream. SegmentStream may make the audits dependant on the signing of a nondisclosure agreement with SegmentStream. If the auditor commissioned by Company is in a competitive relationship with SegmentStream, SegmentStream shall have the right to object to Company.

8. SUB-CONTRACTORS

8.1 Company consents that (i) SegmentStream’s Affiliates can be retained as Sub-processors; and (b) SegmentStream and SegmentStream’s Affiliates shall be entitled to subcontract SegmentStream's obligations specified in this Addendum to third-party Sub-processors. SegmentStream or a SegmentStream Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations no less protective than those contained in this Addendum with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor.

8.2 Company approves the Sub-processors identified on the SegmentStream Infrastructure and Sub-processors. The following table describes the countries and legal entities engaged in the storage of Customer Data. In addition, SegmentStream may store across its data storage locations identifying information about Customer’s instance(s) of the Products and identifying information about Authorized Users for the purposes of rendering the Products, such as facilitating the login process and the provision of customer support.

Entity Entity-type Location
Google Cloud Platform Third-party hosting provider Belgium

8.3 Company may object to SegmentStream’s use of a new Sub-processor by notifying SegmentStream promptly in writing within ten (10) business days after receipt of SegmentStream’s notice in accordance with the mechanism set out in Section 8.2. hereof. If Company does not object within the deadline, the consent to the change of Sub-processor shall be deemed to be given. In the event Company objects to a new Sub-processor, as permitted in the preceding sentence, SegmentStream will use reasonable efforts to make available to Company a change in the Services or recommend a commercially reasonable change to Company’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Company. If SegmentStream is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Company may terminate the applicable Services Agreement with respect only to those Services which cannot be provided by SegmentStream without the use of the objected-to new Sub-processor by providing written notice to SegmentStream. SegmentStream will refund Company any prepaid fees covering the remainder of the term of such Services Agreement following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Company.

9. LIMITATION OF LIABILITY

The limitation of liability agreed between the Parties in the Services Agreement shall also apply to this Addendum, unless otherwise expressly agreed.

10. GENERAL

10.1 Upon expiry or termination of the Services Agreement or this Addendum, or upon earlier request by Company, SegmentStream shall – at the choice of Company - return to Company or securely delete or destroy all Customer Data and existing copies (including Personal Data) in a manner appropriate to the sensitivity thereof, unless applicable Data Protection Laws require storage of the Customer Data. SegmentStream shall provide written confirmation to Company that the deletion process has been completed.

10.2 The Addendum is an attachment to and integral part of the Services Agreement. This Addendum is the entire agreement between SegmentStream and Company regarding data protection and privacy issues regarding the Company’s use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Accordingly, any SegmentStream representations, warranties and covenants in the Services Agreement regarding the privacy, security or disaster recovery measures with respect to the Services or any data submitted to or accessed via the Services, are superseded and replaced hereby. This Addendum has been entered into on the date first written above.

Annex 1:
Description of the Technical and Organizational Security Measures taken by SegmentStream

SegmentStream has implemented the following technical and organizational security measures to provide the ongoing confidentiality, integrity, availability and resilience of processing systems and services:

1. Confidentiality

SegmentStream has implemented the following technical and organizational security measures to protect the confidentiality of processing systems and services, in particular:

  • SegmentStream processes all customer data on remote server sites owned and operated by industry leading cloud service providers that offer highly sophisticated measures to protect against unauthorized persons gaining access to data processing equipment (namely telephones, database and application servers and related hardware). Such measures include:

    - a layered security model, including safeguards like custom-designed electronic access cards, alarms, vehicle access barriers, perimeter fencing, metal detectors, and biometrics, and the data center floor features laser beam intrusion detection;

    - data centers are monitored 24/7 by high-resolution interior and exterior cameras that can detect and track intruders;

    - access logs, activity records, and camera footage are available in case an incident occurs;

    - data centers are also routinely patrolled by experienced security guards who have undergone rigorous background checks and training;

    - access to the data center floor is only possible via a security corridor which implements multi-factor access control using security badges and biometrics;

    - only approved employees with specific roles may enter.

  • SegmentStream implements suitable measures to prevent its data processing systems from being used by unauthorized persons. This is accomplished by:

    - automatic time-out of user terminal if left idle, identification and password required to reopen;

    - issuing and safeguarding identification codes, requiring two-factor authentication for all Authorized Users;

    - letting customers define individual user accounts with permissions across SegmentStream resources;

    - industry standard encryption and requirements for passwords (minimum length, use of special characters, etc.);

    - all access to data content is logged, monitored, and tracked.

  • SegmentStream’s employees entitled to use its data processing systems are only able to access personal data within the scope of and to the extent covered by their respective access permission (authorization). In particular, access rights and levels are based on employee job function and role, using the concepts of least-privilege and need-to-know to match access privileges to defined responsibilities. This is accomplished by:

    - employee policies and training;

    - effective and measured disciplinary action against individuals who access personal data without authorization;

    - limited access to personal data to only authorized persons;

    - industry standard encryption;

    - policies controlling the retention of back-up copies.

2. Integrity

SegmentStream has implemented the following technical and organizational security measures to protect the integrity of processing systems and services, in particular:

  • SegmentStream implements suitable measures to prevent personal data from being read, copied, altered or deleted by unauthorized parties during the transmission thereof or during the transport of the data media. This is accomplished by:

    - use of state-of-the-art firewall and encryption technologies to protect the gateways and pipelines through which the data travels;

    - industry standard encryption;

    - avoiding the storage of personal data on portable storage media for transportation purposes and on company issued laptops or other mobile devices.

  • SegmentStream does not access any customer content except as necessary to provide that customer with the SegmentStream products and professional services it has selected. SegmentStream does not access customers’ content for any other purposes. Accordingly, SegmentStream does not know what content customers choose to store on its systems and cannot distinguish between personal data and other content, so SegmentStream treats all customer content the same. In this way, all customer content benefits from the same robust SegmentStream security measures, whether this content includes personal data or not.

3. Availability

SegmentStream has implemented the following technical and organizational security measures to protect the availability of processing systems and services, in particular:

  • SegmentStream implements suitable measures to provide that personal data is protected from accidental destruction or loss. This is accomplished by:

    - infrastructure redundancy;

    - policies prohibiting permanent local (work station) storage of personal data;

    - performing regular data back-ups.

4. Resilience

SegmentStream has implemented the following technical and organizational security measures to protect the resilience of processing systems and services, in particular:

  • SegmentStream designs the components of its platform to be highly resilient. This is accomplished by:

    - selection of best-in-class infrastructure providers with data centers that have daily backups with an assured uptime and availability of 99.9999% by the service providers;

    - geographically distributed data centers to minimize the effects of regional disruptions on global products such as natural disasters and local outages;

    - in the event of hardware, software, or network failure, platform services and control planes are automatically and instantly shifted from one facility to another so that platform services can continue without interruption.