Data Processing Addendum

Last Updated: Mar 8, 2024

This Data Processing Addendum, including the Standard Contractual Clauses (as defined below) attached hereto (collectively, the “DPA”), is made and entered into as of the effective date (the “Effective Date”) of the applicable customer’s (“Subscriber”) acceptance of the License Agreement between Wallwisher, Inc. dba Padlet (“Padlet”) and Subscriber to which this DPA is incorporated by this reference (the “Agreement”). All capitalized terms not otherwise defined in this DPA will have the meaning given to them in the Agreement. Under the Agreement, Padlet provides certain services (the “Service”) to Subscriber that may involve Padlet processing Subscriber’s data, which may include Personal Data (as defined below).

This DPA forms part of the Agreement and contains certain terms and conditions relating to data protection, privacy and security to include certain requirements of the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), the Swiss Federal Act on Data Protection (FADP) and the California Consumer Privacy Act of 2018 (Cal. Civ. Code, Title 1.81.5 comprising §§ 1798.100 – 1798.198) (“CCPA”), where applicable. In the event (and to the extent only) that there is a conflict between the GDPR and the CCPA, the parties agree to comply with the higher standard.

Definitions

  1. The terms “Controller”, “Personal Data,” “Process,” “Processed,” “Processing,” and “Processor” have the same meanings as in the GDPR. With respect to the CCPA, Padlet and Subscriber hereby agree that Subscriber is a “Business” and Padlet is the “Service Provider,” as defined under the CCPA and with respect to Personal Data (as defined below).

  2. “Subscriber Data” means any content, data, information or other materials (including Personal Data) submitted or shared by or for Subscriber to or through the Service.

  3. “Data Protection Laws” means all data privacy or data protection laws and regulations that apply to the Processing of Personal Data under the Agreement, including the GDPR, the UK GDPR, the Swiss FADP and the CCPA, in each case, as amended from time to time.

  4. “Data Subject” means (i) an identified or identifiable natural person who is in the EEA or whose rights are protected by EU Data Protection Laws; or (ii) a “Consumer” as the term is defined in the CCPA.

  5. “Personal Data” means information relating to a living individual or household who is, relates to, describes or can be, reasonably identified or linked, directly or indirectly from information, either alone or in conjunction with other information, within Padlet’s or Subscriber’s control and which is stored, collected, Processed or submitted to or via the Service as Subscriber Data. Personal Data includes Personal Data.

  6. “Standard Contractual Clauses” means the Standard Contractual Clauses for the Transfer of Personal Data to Third Countries approved by the European Commission Decision of 4 June 2021 attached to, and incorporated into, this DPA.

  7. “Data Privacy Framework” (“DPF”), which is operated by the U.S. Department of Commerce, means the EU-U.S. DPF, Swiss-U.S. DPF or UK Extension to the EU-U.S. DPF, as applicable.

  8. “DPF Principles” means the Data Privacy Framework Principles.

Scope and Application

This DPA applies to the processing of Personal Data subject to Data Protection Laws within the scope of the Agreement. Insofar as Padlet Processes Personal Data subject to Data Protection Laws in the course of performance of the Agreement, the terms of this DPA shall apply. In the context of the GDPR, Subscriber may act as “controller” and Padlet may act as “processor” with respect to the Personal Data. In the context of the CCPA, Subscriber may act as “Business” and Padlet may act as “Service Provider” with respect to the Personal Data. Subscriber shall act as the “data exporter” and Padlet shall act as the “data importer” for the purposes of the Standard Contractual Clauses.

Data Processing

Padlet will process Personal Data only in accordance with Subscriber’s lawful instructions and the Agreement. This DPA and the Agreement consist of Subscriber’s written instructions to Padlet for the Processing of Personal Data, and Padlet must comply with any further reasonable written instructions from Subscriber for the processing of Personal Data. Padlet will access, collect, retain, use, disclose and otherwise Process Personal Data solely to fulfill its obligations to Subscriber under the Agreement and this DPA, and on Subscriber’s behalf. Furthermore, Padlet shall not “sell” (as defined in the CCPA) Personal Data. Each party will comply in all respects with applicable Data Protection Laws in any country where the Service is used, provided or delivered.

International Data Transfers.

  1. Padlet and Subscriber will only transfer Personal Data from the EEA to countries outside the EEA (i) that are recognized by the European Commission as providing an adequate level of protection for Personal Data; (ii) that are covered by a suitable framework recognized by the European Commission as providing an adequate level of protection for Personal Data; or (iii) through the use of other legally recognized validation methods such as Standard Contractual Clauses (SCCs) or Binding Corporate Rules.

  2. Padlet is self-certified under the DPF and transfers data from the EEA, the UK and Switzerland in line with the DPF Principles. In the event that the DPF is deemed invalid, Padlet has preemptively incorporated the SCCs, including references to the UK IDTA and Switzerland, to ensure that transfers will continue to be protected under Data Protection Laws.

  3. The parties hereby agree that as new SCCs are approved by the European Commission and become available for controller to processor transfers, this DPA will be updated to replace the existing SCCs with the updated and approved SCCs, if any.

  4. If applicable, each party agrees to the attached SCCs under Module 2, where Subscriber is the “controller” and “data exporter” and Padlet is the “processor” and “data importer.” The parties agree that the following supplemental terms shall apply in the event of an audit pursuant to Section 8.9 of the attached SCCs:

    (i) If Subscriber chooses to conduct an independent audit rather than rely on a current SOC 2 Report or current third party audit, if applicable and available, or if Subscriber makes such choice because a current SOC 2 Report or current third party audit is not available, Subscriber will be responsible for any fees charged by any auditor appointed by Subscriber to execute any such audit. Padlet will provide Subscriber with further details of any applicable costs or fees, and the basis of its calculation, in advance of any such review or audit.

    (ii) Before the commencement of any such on-site audit, Subscriber and Padlet shall mutually agree upon the scope, timing, and duration of the audit.

    (iii) Subscriber shall make (and ensure that each of its mandated auditors makes) reasonable endeavors to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to Padlet’s premises, equipment, personnel and business while Subscriber’s personnel are on those premises in the course of such an audit or inspection.

  5. To the extent that Subscriber’s use of the Service requires a transfer of Personal Data outside the United Kingdom (“UK”), the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (“UK IDTA”), VERSION B1.0, in force 21 March 2022, shall apply as per Appendix B.

  6. To the extent that Subscriber’s use of the Service requires a transfer of Personal Data outside of Switzerland, the changes as per Appendix C shall apply.

General

  1. This DPA will terminate automatically upon termination of the Agreement.
  2. In the event of a conflict between the Agreement (excluding this DPA) and this DPA, the terms of this DPA will take precedence to the extent of the conflict. In the event of a conflict between the SCCs and the remaining terms of this DPA, the SCCs will take precedence to the extent of the conflict. Nothing in this DPA modifies the SCCs or affects any third party’s rights under the SCCs.

STANDARD CONTRACTUAL CLAUSES

MODULE TWO: Transfer controller to processor

SECTION I

Clause 1

Purpose and scope

  1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.

  2. The Parties:

    i. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A (hereinafter each “data exporter”), and

    ii. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each “data importer”)

    have agreed to these standard contractual clauses (hereinafter: “Clauses”).

  3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

  4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

  1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

  2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

    i. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

    ii. Clause 8.1(b), 8.9(a), (c), (d) and (e);

    iii. Clause 9(a), (c), (d) and (e);

    iv. Clause 12(a), (d) and (f);

    v. Clause 13;

    vi. Clause 15.1(c), (d) and (e);

    vii. Clause 16(e);

    viii. Clause 18(a) and (b).

  2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

  1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

  3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7

Docking clause

  1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

  2. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

  3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

  1. Instructions

    1. The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

    2. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

  2. Purpose limitation
    The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

  3. Transparency
    On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

  4. Accuracy
    If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

  5. Duration of processing and erasure or return of data
    Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

  6. Security of processing

    1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

    2. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

    3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

    4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

  7. Sensitive data
    Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

  8. Onward transfers
    The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

    1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
    2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
    3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
    4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
      Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
  9. Documentation and compliance

    1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

    2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

    3. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

    4. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

    5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

  1. GENERAL WRITTEN AUTHORISATION. The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least thirty (30) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

  2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

  3. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

  4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

  5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

  1. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

  2. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

  1. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

  2. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

  3. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

    1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

    2. refer the dispute to the competent courts within the meaning of Clause 18.

  4. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

  5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

  6. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

  1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

  2. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

  3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

  4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

  5. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

  6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

  7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

  1. [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

    [Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

    [Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

  2. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

  1. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

  2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

    1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

    2. the laws and practices of the third country of destination - including those requiring the disclosure of data to public authorities or authorising access by such authorities - relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

    3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

  3. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

  4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

  5. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

  6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

  1. Notification

    1. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

      1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

      2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

    2. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

    3. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

    4. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

    5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

  2. Review of legality and data minimisation

    1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

    2. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

    3. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

  1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

  2. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

  3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

    1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

    2. the data importer is in substantial or persistent breach of these Clauses; or

    3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

    In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

  4. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

  5. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

  2. The Parties agree that those shall be the courts of Ireland.

  3. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

  4. The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX A

ANNEX I

A. LIST OF PARTIES

Data exporter:

Name: As defined in the Data Processing Addendum to the Agreement.

Contact person’s name, position and contact details: As specified in the Agreement.

Activities relevant to the data transferred under these Clauses: As described under Section B to this Annex I.

Signature and date: The parties agree that execution of the Agreement by the data importer and the data exporter shall constitute execution of these Clauses by both parties on the Effective Date of the Agreement.

Role: Controller

Data importer:

Name: Wallwisher, Inc.

Address: 981 Mission St., San Francisco, CA 94103 

Contact person’s name, position and contact details: Nitesh Goel, CEO, privacy@padlet.com

Activities relevant to the data transferred under these Clauses: As described under Section B to this Annex I.

Signature and date: The parties agree that execution of the Agreement by the data importer and the data exporter shall constitute execution of these Clauses by both parties on the Effective Date of the Agreement.

Role: Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Data subjects are the users of Padlet, typically teachers and students at schools and/or employees at companies/organizations using Padlet.

Categories of personal data transferred

The categories of personal data transferred relates to the use of Padlet and may differ depending on the user's use of our Services. Typically, though, this will involve: name, username, email address, uploaded content (which may include text, images, videos, audio, documents, files, links from the web, drawings, and maps, comments, feedback and similar as provided by the user), precise location (only if the user chooses to add this to a map that they post), profile avatar (optional), profile bio (optional), site usage, metadata, including device info used to access the service, and IP address.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Not applicable.

The frequency of the transfer (eg. whether the data is transferred on a one-off or continuous basis).

Continuous, until the agreement between us and the customer comes to an end/is terminated.

Nature of the processing

The Padlet Service is delivered through a digital platform which can be described as a digital canvas and is commonly used as a project and productivity software and collaboration platform for institutions (especially schools), businesses and individuals. Users can add/upload photos, videos, audio, recordings, text, drawings, graphs, charts, attachments and more. The nature of the processing includes all processing operations related to providing these Services to our customers, including collection, recording, organization, structuring, storage, adaptation, retrieval, or otherwise making content available to end users.

Purpose(s) of the data transfer and further processing

The purpose of transferring and processing the personal data is to fulfill our agreement with the data exporter and allow the data exporter to provide Padlet as a digital canvas, project and/or productivity software to their users.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

We process personal data on behalf of the data exporter for as long as the data exporter remains a customer of ours. When the data exporter terminates their use of the Services, we delete their user/customer data within thirty (30) days of the account termination.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

We rely on sub-processors when delivering our Services. The subject matter relates to cloud data storage, content distribution services, DNS services and content moderation services. The nature of the processing relates to offering a digital/online collaboration platform, where users can save various files, screenshots, make recordings (video and audio), create drawings etc. and share all this data with other users. The duration of the processing is for as long as the data exporter remains a customer of ours, after which the personal data (stored with sub-processors) is deleted within thirty (30) days.

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

Data Protection Commission, Ireland.

ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The security of your Personal Data is important to us. We maintain administrative, technical and physical safeguards to protect against loss, theft, unauthorized use, disclosure, or retrieval of Personal Data. In particular:

Technical measures

Encryption
  • We encrypt all data at rest using AES 256 bit encryption.

  • When you enter any information anywhere on the Service, we encrypt the transmission of that information using secure socket layer technology (SSL/TLS) v1.2 by default.

  • We encrypt all backups of the data. Our personal devices like mobile phones and laptops have data encryption turned on so that unauthorised users cannot access our data if the device is stolen.

  • We ensure user account passwords used in our application are stored and transferred securely using encryption and salted hashing.

Security testing
  • We operate a ‘bug bounty’ security program to encourage an active community of third-party security researchers to report any security bugs to us.

  • We conduct rigorous penetration tests annually to ensure our service is secured against known and potential attack vectors. The tests are conducted by a reputed external security agency.

  • We scan all files uploaded to our service for malware and quarantine them if required.

  • Our work devices have anti-virus protection turned on by default.

Resilience
  • We maintain backups at different time delays ranging from a few minutes to a few hours to a day so that we can effectively restore data to the closest recoverable point and minimise data loss in the case of a security event.

  • We maintain cross cloud backups to ensure the data is accessible in case of a major outage impacting one provider.

  • Backups are only retained for thirty (30) days and are securely deleted after that.

  • We have designed our architecture to be resilient against DDoS attacks. We publish our uptime stats at https://status.padlet.help/.

  • We have planned and documented disaster scenarios specific to our infrastructure and the steps needed to restore service to our users with the least possible downtime and data loss.

Physical measures

Data centers
  • Padlet is hosted on Google Cloud in the United States. Google maintains numerous certifications like ISO/IEC 27001 and SOC 2 to guarantee that our data is not any less protected than the bullion at Fort Knox. This includes secure perimeter defense systems, comprehensive camera coverage, biometric authentication, intrusion detection systems and a suite of other measures.
Our offices
  • The Service is hosted on servers at third-party facilities, with whom we have a contract providing for enhanced security measures. For example, personal information is stored on a server equipped with industry standard firewalls. In addition, the hosting facility provides a 24x7 security system, video surveillance, intrusion detection systems and locked cage areas. The Service provider is SOC 2 and ISO 27001 certified.

  • Padlet has its headquarters in San Francisco, United States and a regional office in Singapore.

    • The San Francisco office is located in Presidio which is a national park site. Access to the office is via an external door secured with a security lock. The access keys are only given to Padlet employees while they work at Padlet. The Presidio premise is monitored 24/7 by the Presidio Park Police.

    • The Singapore office is located in the Central Business District. Access to the Padlet office is via an external door secured with a security lock that can only be accessed by Padlet employees. There are other companies operating in the same building besides Padlet. All entry/exit points are monitored by CCTV cameras.

Organisational measures

  • We restrict access to personal information to authorized Padlet employees, agents or independent contractors who need to know that information in order to process it for us, and who are subject to strict confidentiality obligations and may be disciplined or terminated if they fail to meet these obligations.

  • We require sub-processors to comply with security requirements via separate data processing agreements.

  • We use a Password Manager to secure usernames, passwords, and any other means of gaining access to the Services or to User Data, at a level suggested by Article 4.3 of NIST 800-63-3.

  • We require 2FA authentication to be enabled for all services where applicable.

  • We conduct training on data privacy and security for all our employees at least once annually.

  • We maintain security conscious policies like Encryption key management policy, Vulnerability Management, Acceptable Use, Business Continuity and Disaster Recovery and update it actively for robustness.

  • We have a documented offboarding procedure to be executed when an employee leaves the company. We remove all physical and digital access to our services as soon as an employee leaves.

ANNEX III – LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors, as found on the data importer’s website here. Use of sub-processors, including any addition or replacement of sub-processors, will be in accordance with Clause 9.

APPENDIX B

UK International Data Transfers

For restricted transfers of personal data from the United Kingdom (“UK”), the UK International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (“UK IDTA”), VERSION B1.0, in force 21 March 2022, shall apply. The UK IDTA has been issued by the UK Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract. The UK IDTA will be deemed entered into (and incorporated into this DPA by this reference) and completed as follows:

Part 1, Table 1: Parties

The Start date is the same date as when this DPA is agreed by the Parties. For the avoidance of doubt, this is the Effective Date as referenced above. The Parties’ details and Key Contact information corresponds to the SCCs Annex IA of this DPA.

Part 1, Table 2: Selected SCCs, Modules and Selected Clauses

The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information, is the SCCs Module 2, as further set out in the SCCs Appendix A of this DPA.

Part 1, Table 3: Appendix Information

  1. Annex 1A: The List of Parties corresponds to the SCCs Annex IA of this DPA.
  2. Annex 1B: The Description of Transfer corresponds to the SCCs Annex IB of this DPA.
  3. Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data corresponds to the SCCs Annex II of this DPA.
  4. Annex III: The List of Sub processors corresponds to the SCCs Annex III of this DPA.

Part 1, Table 4: Ending this Addendum when the Approved Addendum Changes

Both Importer and Exporter may end the UK ITDA as set out in Section 19.

Part 2: Mandatory Clauses of the Approved Addendum

Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎‎18 of those Mandatory Clauses. For the avoidance of doubt, Part 2: Mandatory Clauses is incorporated by this reference into this DPA.

APPENDIX C

Switzerland International Data Transfers

For transfers of personal data from Switzerland, the following changes shall apply to the EU SCCs:

  1. References to “Regulation (EU) 2016/679”, “General Data Protection Regulation” and “GDPR” are interpreted as references to the Swiss Federal Act on Data Protection (FADP) and references to Article(s) of the GDPR are replaced with the equivalent Article or Section of the Swiss FADP.
  2. References to Regulation (EU) 2018/1725 are removed.
  3. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are replaced with “Switzerland“.
  4. Clause 13(a) and Annex I, Part C shall not apply and the competent supervisory authority is the Swiss Federal Data Protection Information Commissioner (FDPIC).
  5. References to “competent supervisory authority“ and “competent courts“ are replaced with the “Federal Data Protection Information Commissioner“ and “courts of Switzerland”.
  6. Clause 17 is replaced with “These clauses are governed by the laws of Switzerland.“
  7. Clause 18 is replaced with “Any dispute arising from these Clauses shall be resolved by the courts of Switzerland. The Parties agree to submit themselves to the jurisdiction of such courts.”