DATA PROCESSING ADDENDUM
This Data Processing Addendum (“DPA”) is entered into as of the last date executed below by and between Leap Technologies, Inc. d/b/a Leapfin, a Delaware corporation having its principal place of business at 205 De Anza Blvd #146, San Mateo, CA 94402 (“Leapfin”) and Customer (defined below).
THIS DPA APPLIES BETWEEN THE PARTIES WHERE CUSTOMER CLICKS A BOX INDICATING ACCEPTANCE, TRANSFERS PERSONAL DATA TO LEAPFIN FOR PROCESSING BY MEANS OF THE SERVICE, OR OTHERWISE AFFIRMATIVELY INDICATES ACCEPTANCE OF THIS DPA. BY DOING SO, YOU: (A) AGREE TO THIS DPA EITHER ON BEHALF OF YOURSELF, OR THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (EACH, A “CUSTOMER”); AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER AND ITS AFFILIATES TO THIS DPA. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS DPA, YOU MAY NOT DIRECTLY OR INDIRECTLY TRANSFER PERSONAL DATA TO LEAPFIN. LEAPFIN RESERVES THE RIGHT TO MODIFY OR UPDATE THE TERMS OF THIS DPA IN ITS DISCRETION, THE EFFECTIVE DATE OF WHICH WILL BE THE EARLIER OF (I) 30 DAYS FROM THE DATE OF SUCH UPDATE OR MODIFICATION AND (II) CUSTOMER’S CONTINUED TRANSFER OF PERSONAL DATA.
This DPA forms part of Leapfin’s “Terms of Service” (located at: https://www.leapfin.com/terms/) (referred to as the “Agreement” hereunder), unless Leapfin and Customer have entered into a separate written agreement for the use of the Service in which case such agreement is deemed the Agreement. Leapfin will provide the Service to Customer pursuant to the DPA and this Agreement which involves the Processing of Personal Data subject to Applicable Data Protection Laws (each as defined below). The purpose of this DPA is to set forth the terms under which Leapfin Processes Personal Data on behalf of Customer.
This DPA consists of the main body and Schedules 1 through 4. Execution of this DPA shall include signature and acceptance of the Standard Contractual Clauses (defined below) and its Annexes (see Schedule 2 below).
- Definitions. Capitalized terms used but not defined in this DPA have the meanings set forth in the Agreement. The terms controller, data subject, processor and supervisory authority have the meanings set forth in the Applicable Data Protection Laws.
- “Authorized Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control” refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise.
- “Applicable Data Protection Laws” means the privacy, data protection and data security laws and regulations of any jurisdiction applicable to the Processing of Personal Data under the Agreement, including, without limitation, European Data Protection Laws, UK GDPR and the United States including the CCPA.
- “CCPA” means the California Consumer Privacy Act of 2018 and any regulations promulgated thereunder, in each case, as amended from time to time, including the California Privacy Rights Act of 2020, and any regulations promulgated thereunder.
- “EEA” means the European Economic Area.
- “European Data Protection Laws” means the GDPR and other data protection laws and regulations of the EEA and European Union, and the Member States of each of the foregoing, to the extent applicable to the Processing of Personal Data under the Agreement.
- “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
- “Information Security Incident” means a confirmed breach of Leapfin’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data in Leapfin’s possession, custody or control. Information Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
- “Personal Data” means Customer Data that constitutes “personal data,” “personal information,” or “personally identifiable information” defined in Applicable Data Protection Laws, or information of a similar character regulated thereby,” provided that such data is electronic data and information submitted by or for Customer to the Services.
- “Public Authority” means a government agency or law enforcement authority, including judicial authorities.
- “Processing” or “Process” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- “Security Protocols” are Leapfin’s security protocols and measures implemented and maintained as administrative, technical and physical safeguards designed to protect the security and integrity of Personal Data and prevent Information Security Incidents, further described in Schedule 2 Annex III hereto and any other measures required by Applicable Data Protection Laws.
- “Standard Contractual Clauses” means Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, currently located here: https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj.
- “Subprocessors” or “Sub-processor” means any third party processor that Leapfin engages to Process Personal Data in relation to the Services.
- “UK GDPR” means the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (“UK GDPR“) and the Data Protection Act 2019.
- Duration and Scope of DPA. This DPA will remain in effect so long as Leapfin Processes Personal Data, notwithstanding the expiration or termination of the Agreement. Schedules 1 and 2 to this DPA apply solely to Processing subject to European Data Protection Laws. Schedule 3 to this DPA applies solely to Processing subject to the UK GDPR. Schedule 4 to this DPA applies solely to Processing subject to the CCPA to the extent Customer is a “business” (as defined in CCPA) with respect to such Processing.
- Customer Instructions. Leapfin will Process Personal Data only in accordance with Customer’s instructions to Leapfin. This DPA is a complete expression of such instructions, and Customer’s additional instructions will be binding on Leapfin only pursuant to an amendment to this DPA signed by both parties. Customer instructs Leapfin to Process Personal Data via the Services and as authorized by the Agreement. Leapfin shall inform Customer immediately: (a) if, in its opinion, an instruction from Customer constitutes a breach of any Applicable Data Protection Laws; (b) if Leapfin is unable to follow Customer’s instructions for the Processing of Personal Data; or (c) if Leapfin has reason to believe that Leapfin is subject to changes in Applicable Data Protection Laws contrary to any Customer instructions or terms or requirements of this DPA.
- Security of Personal Data.
- Leapfin Security Protocols. Leapfin may update the Security Protocols from time to time, so long as the updated measures do not materially decrease the overall protection of Personal Data.
- Information Security Incidents. Leapfin will notify Customer without undue delay of any Information Security Incident of which Leapfin becomes aware. Such notifications will describe available details of the Information Security Incident, including steps taken to mitigate the potential risks and steps Leapfin recommends the Customer take to address the Information Security Incident. Leapfin’s notification of or response to an Information Security Incident will not be construed as Leapfin’s acknowledgement of any fault or liability with respect to the Information Security Incident.
- Audits of Compliance & DPIAs.
- Customer may audit Leapfin’s compliance with its obligations under this DPA no more than once per calendar year, and on such other occasions as may be required by European Data Protection Laws, including if mandated by Customer’s supervisory authority, at Customer’s sole cost, on no less than 15 days advanced written notice. Such audit must be conducted at Leapfin’s principal place of business, during regular business hours, and may not unreasonably interfere with Leapfin’s business activities.
- Leapfin will contribute to each audit by providing Customer or Customer’s supervisory authority with the information and assistance reasonably necessary to conduct the audit. If a third party is to conduct the audit, Leapfin may object to the auditor if the auditor is, in Leapfin’s reasonable opinion, not independent, a competitor of Leapfin, or otherwise manifestly unsuitable. Such objection by Leapfin will require the Customer to appoint another auditor or conduct the audit itself.
- If the controls or measures to be assessed in the requested audit are addressed in a Leapfin SOC 2 Type 2 or similar audit report, performed by a qualified third party auditor within twelve (12) months of Customer’s audit request and Leapfin has confirmed there have been no known material changes in the controls audited since the date of such report, Customer agrees to accept such report in lieu of requesting an audit of such controls or measures.
- Customer will promptly notify Leapfin of any non-compliance discovered during the course of an audit and provide Leapfin any audit reports generated in connection with any audit under this Section 4(c), unless prohibited by European Data Protection Laws or otherwise instructed by a supervisory authority. Customer may use the audit reports only for the purposes of meeting Customer’s regulatory audit requirements and/or confirming compliance with the requirements of this DPA.
- Customer shall reimburse Leapfin for any time expended by Leapfin and any third parties in connection with any audits or inspections under this Section 4(c) at Leapfin’s then-current professional services rates, which shall be made available to Customer upon request. For clarity, Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.
- Data Protection Impact Assessments (DPIAs). Upon Customer’s written request, Leapfin will provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under Applicable Data Protection Laws to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Leapfin.
- Customer’s Responsibilities.
- Customer Obligations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Customer specifically acknowledges and agrees that its use of the Services will not violate the rights of any data subject, including those that have opted-out from sales or other disclosures of personal data, to the extent applicable under Applicable Data Protection Laws. Without limitation of Customer’s obligations under the Agreement, Customer: (a) agrees that Customer is solely responsible for its use of the Services, including (1) making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Personal Data, (2) securing the account authentication credentials, systems and devices Customer uses to access the Services, (3) securing Customer’s systems and devices that Leapfin uses to provide the Services, and (4) backing up Personal Data; and (b) has given all notices to, and has obtained all consents from, including where the Customer is a processor by ensuring that the ultimate controller does so, individuals to whom Personal Data pertains and all other parties as required by applicable laws or regulations for Leapfin to Process Personal Data as contemplated by the Agreement.
- Prohibited Data. Customer represents and warrants to Leapfin that Customer Data does not and will not contain any social security numbers or other government-issued identification numbers, protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA) or other information regarding an individual’s medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; health insurance information; biometric information; passwords for online accounts; credentials to any financial accounts; tax return data; credit reports or consumer reports; any payment card information subject to the Payment Card Industry Data Security Standard; information subject to the Gramm-Leach-Bliley Act, Fair Credit Reporting Act or the regulations promulgated under either such law; information subject to restrictions under Applicable Data Protection Laws governing Personal Data of children, including, without limitation, all information about children under 16 years of age; or any information that falls within any special categories of data (as defined in GDPR).
- Compliance with Laws & Data Subject Rights.
- Compliance with Laws. Each party will comply with all Applicable Data Protection Laws. In particular, Customer will comply with its obligations as controller (or on behalf of controller) and Leapfin will comply with its obligations as processor.
- Personal Data Disclosures & Government Requests. Leapfin will not disclose Personal Data to any third party, including any Public Authority, except: (i) as otherwise permitted under the Agreement including this DPA; or (ii) as necessary to comply with Applicable Data Protection Laws including with respect to any valid and/or binding Public Authority court order (e.g., a law enforcement subpoena). If Leapfin receives a binding order from a Public Authority requesting access to or disclosure of Personal Data, Leapfin will notify Customer of the request unless otherwise legally prohibited.
- Data Subject Request Assistance. Leapfin will (taking into account the nature of the Processing of Personal Data) provide Customer with assistance reasonably necessary for Customer to perform its obligations under Applicable Data Protection Laws to fulfill requests by data subjects to exercise their rights under Applicable Data Protection Laws (“Data Subject Requests”) with respect to Personal Data in Leapfin’s possession or control. Where permitted under Applicable Data Protection Laws, Customer will compensate Leapfin for any such assistance at Leapfin’s then-current professional services rates, which will be made available to Customer upon request.
- Customer’s Responsibility for Requests. Leapfin will not respond to a Data Subject Request itself, except where Customer authorizes Leapfin to redirect the Data Subject Request as necessary to allow Customer to respond directly. If Leapfin receives a Data Subject Request, Leapfin will advise the data subject to submit the request to Customer and Customer will be responsible for responding to the request.
- European & UK Data Protection Laws Specific Provisions; Changes in Laws.
- GDPR. Leapfin will Process Personal Data in accordance with GDPR directly applicable to Leapfin’s provision of its Services and as provided for in Schedules 1 and 2 hereto.
- UK GDPR. Leapfin will Process Personal Data in accordance with UK GDPR directly applicable to Leapfin’s provision of its Services and as provided for in Schedule 3 hereto.
- Changes in Applicable Data Protection Laws. Leapfin shall use reasonable efforts to make available to Customer a change in the Services, or recommend a commercially reasonable change to Customer’s configuration or use of the Services, to facilitate compliance with changes in Applicable Data Protection Laws without unreasonably burdening Customer. If Leapfin is unable to make available necessary changes promptly, Customer may terminate the applicable Order Form(s) and suspend the transfer of Personal Data in respect only to those Services which cannot be provided by Leapfin in accordance with the changes in Applicable Data Laws by providing written notice in accordance with the “Notices” section of the Agreement. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination for such terminated Services.
- Consent to Subprocessor Engagement. Customer authorizes the following Subprocessors to Process Personal Data: (i) Leapfin’s Affiliates; and (ii) the Subprocessors set forth in Schedule 2 Annex III hereto.
- Requirements for Subprocessor Engagement. When engaging any Subprocessor, Leapfin will enter into a written contract with such Subprocessor containing data protection obligations not less protective than those in this DPA with respect to Personal Data to the extent applicable to the nature of the services provided by such Subprocessor. Leapfin shall be liable for all obligations under the Agreement subcontracted to, the Subprocessor or its actions and omissions related thereto.
- Subprocessor Changes. When Leapfin engages any new Subprocessor after the Effective Date of the Agreement, Leapfin will notify Customer (including the name and location of the relevant Subprocessor and the activities it will perform). This Section 7(c) will not apply with respect to GDPR but instead will be replaced by the requirements of the Standard Contractual Clauses set forth in Section 4(g) and 4(h) of Schedule 1 hereto.
- Opportunity to Object to Subprocessor Changes. If Customer objects to such engagement in a written notice to Leapfin on reasonable grounds relating to the protection of Personal Data, Customer and Leapfin will work together in good faith to find a mutually acceptable resolution to address such objection. If the parties are unable to reach a mutually acceptable resolution within a reasonable timeframe, Customer may, as its sole and exclusive remedy, terminate the Agreement by providing written notice to Leapfin.
- Return or Deletion of Personal Data. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Leapfin will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, Leapfin will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
- Miscellaneous. Except as expressly modified by the DPA, the terms of the Agreement remain in full force and effect. In the event of any conflict or inconsistency between this DPA and the other terms of the Agreement, this DPA will govern. Notwithstanding anything in the Agreement or any order form entered in connection therewith to the contrary, the parties acknowledge and agree that Leapfin’s access to Personal Data does not constitute part of the consideration exchanged by the parties in respect of the Agreement. Notwithstanding anything to the contrary in the Agreement, any notices required or permitted to be given by Leapfin to Customer under this DPA may be given: (a) in accordance with any notice clause of the Agreement; (b) to Leapfin’s primary points of contact with Customer; or (c) to any email provided by Customer for the purpose of providing it with Services-related communications or alerts. Customer is solely responsible for ensuring that such email addresses are valid.
TRANSFER MECHANISMS FOR STANDARD CONTRACTUAL CLAUSES DATA TRANSFERS
- Definitions. For the purposes of Schedules 1 and 2, these terms shall be defined as follows:
- “EU C-to-P Transfer Clauses” means Standard Contractual Clauses sections I, II, III and IV (as applicable) to the extent they reference Module Two (Controller-to-Processor).
- “EU P-to-P Transfer Clauses” means Standard Contractual Clauses sections I, II III and IV (as applicable) to the extent they reference Module Three (Processor-to-Processor).
- International Transfer Mechanisms. If, in the performance of the Services, Personal Data that is subject to GDPR, or any other law relating to the protection or privacy of individuals under European Data Protection Laws, is transferred to countries which do not ensure an adequate level of data protection within the meaning of the European Data Protection Laws, the transfer mechanisms listed below shall apply to such transfers and can be directly enforced by the parties to the extent such transfers are subject to the European Data Protection Laws:
- The EU C-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Controller and a data exporter of Personal Data and Leapfin is a Processor and data importer in respect of that Personal Data, then the parties shall comply with the EU C-to-P Transfer Clauses, subject to the additional terms in Schedule 1; and/or
- The EU P-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Processor acting on behalf of a Controller and a data exporter of Personal Data and Leapfin is a Processor and data importer in respect of that Personal Data, the parties shall comply with the terms of the EU P-to-P Transfer Clauses, subject to the additional terms in Schedule 1.
- Roles. For the purposes of the EU C-to-P Transfer Clauses and the EU P-to-P Transfer Clauses, Customer is the data exporter and Leapfin is the data importer and the parties agree to the following. If and to the extent an Authorized Affiliate relies on the EU C-to-P Transfer Clauses or the EU P-to-P Transfer Clauses for the transfer of Personal Data, any references to Customer in this Schedule includes such Authorized Affiliate. Where this Schedule 1 does not explicitly mention EU C-to-P Transfer Clauses or EU P-to-P Transfer Clauses it applies to both of them.
- Standard Contractual Clauses Operative Provisions and Additional Terms.
- Reference to the Standard Contractual Clauses. The relevant provisions contained in the Standard Contractual Clauses are incorporated by reference and are an integral part of this DPA. The information required for the purposes of the Annexes to the Standard Contractual Clauses are set out in Schedule 2.
- Docking Clause. The option under clause 7 shall not apply.
- Instructions. This DPA and the Agreement are Customer’s complete and final documented instructions at the time of signature of the Agreement to Leapfin for the Processing of Personal Data. Any additional or alternate instructions must be consistent with the terms of this DPA and the Agreement. For the purposes of clause 8.1(a), the instructions by Customer to Process Personal Data include onward transfers to a third party located outside the EEA for the purpose of the performance of the Services.
- Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in clauses 8.5 and 16(d) of the Standard Contractual Clauses shall be provided by Leapfin to Customer only upon Customer’s written request.
- Security of Processing. For the purposes of clause 8.6(a), Customer is solely responsible for making an independent determination as to whether the technical and organizational measures set forth herein meet Customer’s requirements and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing of its Personal Data as well as the risks to individuals) the Security Protocols and policies implemented and maintained by Leapfin provide a level of security appropriate to the risk with respect to its Personal Data. For the purposes of clause 8.6(c), personal data breaches (i.e., Information Security Incidents) will be handled in accordance with Section 4(b) of this DPA.
- Audits of the SCCs. The parties agree that the audits described in clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with Section 4(c) of this DPA.
General Authorization for Use of Subprocessors. Option 2 under clause 9 shall apply. The data importer has the data exporter’s general authorization for the engagement of Subprocessor(s) from those set forth in Annex III (see Schedule 2 below). The data importer shall inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors. The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
Where Leapfin enters into the EU P-to-P Transfer Clauses with a Subprocessor in connection with the provision of the Services, Customer hereby grants Leapfin and Leapfin’s Affiliates authority to provide a general authorization on Controller’s behalf for the engagement of subprocessors by Subprocessors engaged in the provision of the Services, as well as decision making and approval authority for the addition or replacement of any such subprocessors.
- Notification of New Subprocessors and Objection Right. Pursuant to clause 9(a), Customer acknowledges and expressly agrees that Leapfin may engage new Subprocessors as described in Section 4(g) above. Leapfin shall inform Customer of any changes to Subprocessors following the procedure provided for in Section 4(g) above. Customer may object to new Subprocessors as described in Section 7(d) of the DPA.
- Redress. The option under clause 11 shall not apply. Leapfin shall inform Customer if it receives a Data Subject Request with respect to Personal Data and shall without undue delay communicate the complaint or dispute to Customer. Leapfin shall not otherwise have any obligation to handle the request (unless otherwise agreed with Customer).
- Liability. Leapfin’s liability under clause 12(b) shall be limited to any damage caused by its Processing where Leapfin has not complied with its obligations under the GDPR specifically directed to Processors, or where it has acted outside of or contrary to lawful instructions of Customer, as specified in Article 82 GDPR.
- Supervision. Clause 13 shall apply as follows:
- Where Customer is established in an EU Member State, the supervisory authority with responsibility for ensuring compliance by Customer with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.
- Where Customer 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 shall act as competent supervisory authority.
- Where Customer is established in the United Kingdom or falls within the territorial scope of application of UK GDPR, the Information Commissioner’s Office shall act as competent supervisory authority.
- Notification of Government Access Requests. For the purposes of clause 15(1)(a), Leapfin shall notify Customer (only) and not the Data Subject(s) in case of government access requests. Customer shall be solely responsible for promptly notifying the Data Subject as necessary.
- Governing Law. The governing law for the purposes of clause 17 shall be the law that is designated in the section of the Agreement. If the Agreement is not governed by an EU Member State law, the Standard Contractual Clauses will be governed by either: (i) the laws of Ireland; or (ii) where the Agreement is governed by the laws of the United Kingdom, the laws of the United Kingdom.
- Choice of Forum and Jurisdiction. The courts under clause 18 shall be those designated in the Agreement. If the Agreement does not designate an EU Member State court as having exclusive jurisdiction to resolve any dispute or lawsuit arising out of or in connection with this Agreement, the parties agree that the courts of either: (i) Ireland; or (ii) where the Agreement designates the United Kingdom as having exclusive jurisdiction, the United Kingdom, shall have exclusive jurisdiction to resolve any dispute arising from the Standard Contractual Clauses.
- Data Exports from the United Kingdom under the Standard Contractual Clauses. In case of any transfers of Personal Data from the United Kingdom subject exclusively to the UK GDPR, except where such Processing is subject to Schedule 3 hereto: (i) general and specific references in the Standard Contractual Clauses to GDPR or EU or Member State Law shall have the same meaning as the equivalent reference in the Applicable Data Protection Laws of the United Kingdom (i.e., UK GDPR); and (ii) any other obligation in the Standard Contractual Clauses determined by the Member State in which the data exporter or Data Subject is established shall refer to an obligation under UK GDPR.
- Conflict. The Standard Contractual Clauses are subject to this DPA and the additional safeguards set out hereunder. The rights and obligations afforded by the Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. In the event of any conflict or inconsistency between the body of this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
- Additional Terms for the EU P-to-P Transfer Clauses. For the purposes of the EU P-to-P Transfer Clauses (only), the parties agree the following:
- Instructions and notifications. For the purposes of clause 8.1(a), Customer hereby informs Leapfin that it acts as Processor under the instructions of the relevant Controller in respect of Personal Data. Customer warrants that its Processing instructions as set out in the Agreement and this DPA, including its authorizations to Leapfin for the appointment of Subprocessors in accordance with this DPA, have been authorized by the relevant Controller. Customer shall be solely responsible for forwarding any notifications received from Leapfin to the relevant Controller where appropriate.
- Security of Processing. For the purposes of clause 8.6(c) and (d), Leapfin shall provide notification of a personal data breach (i.e., an Information Security Incident) concerning Personal Data Processed by Leapfin to Customer.
- Documentation and Compliance. For the purposes of clause 8.9, all enquiries from the relevant Controller shall be provided to Leapfin by Customer. If Leapfin receives an enquiry directly from a Controller, it shall forward the enquiry to Customer and Customer shall be solely responsible for responding to any such enquiry from the relevant Controller where appropriate.
- Data Subject Rights. For the purposes of clause 10 and subject to section 3 of this DPA, Leapfin shall notify Customer about any request it has received directly from a Data Subject without obligation to handle it (unless otherwise agreed) but shall not notify the relevant Controller. Customer shall be solely responsible for cooperating with the relevant Controller in fulfilling the relevant obligations to respond to any such request.
ANNEX I THROUGH III TO THE STANDARD CONTRACTUAL CLAUSES
This Schedule 2 contains Annex I through III to the Standard Contractual Clauses and and must be completed and signed by each party below where indicated.
LIST OF 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]
Name: The person that executes this DPA on behalf of the Customer
Address: Customer’s address set forth in the Order Form
Contact person’s name, position and contact details: Those of the person that executes this DPA
Activities relevant to the data transferred under these Clauses: Controller/Processor of personal data
Signature and date: The Effective Date of the Agreement
Role (controller/processor): Controller or Processor
- Name: Leap Technologies, Inc. d/b/a Leapfin
Address: 880 Harrison Street, Suite 302 l San Francisco, CA 94107
Contact person’s name, position and contact details: Raymond Lau, CEO
Role: Processor (or Subprocessor as the case may be)
Activities relevant to the data transferred under these Clauses: Processing of personal data
DESCRIPTION OF THE TRANSFER
The Processing activities carried out by Leapfin under the Agreement may be described as follows:
Categories of data subjects whose personal data is transferred
Customer and its end users
Categories of personal data transferred
Categories of Personal Data chosen by a controller and issued to processor or subprocessor as the case may be via the Service
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.
Sensitive data transferred to processor by a controller, or on its behalf as permitted under the DPA, via the Services (e.g., racial or ethnic origin, social security number, religion, etc.)
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
On a continuous basis as determined by a controller or on its behalf as permitted under the Agreement.
Nature of the processing
Description of the processing for the Services
Purpose(s) of the data transfer and further processing
For processor/subprocessor to provide the Services to a controller (or on their behalf) as required under the Agreement
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
For the term of the Agreement
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
For the term of the Agreement
COMPETENT SUPERVISORY AUTHORITY
The competent supervisory authority in accordance with Clause 13 of the Standard Contractual Clauses as identified in Schedule 1 Section 4(k) of this DPA.
TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Leapfin processes all personal data received from Controller, or on its behalf under this DPA in conformity with the following technical and organizational measures:
Information Security Organization
- Leapfin’s Information Security Policy outlines roles and responsibilities for personnel with responsibility for the security, availability, and confidentiality of the Product and Service.
- The Chief Technology Officer is responsible for the design, implementation, and management of the organization’s security policies, which are reviewed at least annually. Annual review includes assessment of internal controls used in the achievement of Leapfin’s Service commitments and system requirements. Following review, any deficiencies are resolved in accordance with the Risk Assessment and Management Program.
- The Chief Technology Officer also performs an annual formal risk assessment, which includes the identification of relevant internal and external threats related to security, availability, confidentiality, and fraud, and an analysis of risks associated with those threats. The CTO maintains a risk register, which records the risk mitigation strategies for identified risks, and the development or modification of controls consistent with the risk mitigation strategy.
- The DevOps team is responsible for identifying and tracking incidents and creating a ‘lessons learned’ document and sharing it with the engineering team. The Engineering team is responsible for Software development and deployment.
- Leapfin has established an Employee Handbook outlining ethical expectations, behavior standards, and ramifications of noncompliance, as well as Acceptable Use, Data Protection, and Information Security Policies. Internal personnel acknowledge all codes and procedures within 30 days of hire.
- Background checks are performed on full-time employees within 30 days of the employee’s start date as permitted by local laws. Reference checks are performed on contractors who have access to production data.
- Internal personnel complete annual training programs for information security to help them understand their obligations and responsibilities related to security.
Access Controls and Asset Management
- Internal users are provisioned access to systems based on role as defined in the access matrix, which is reviewed and approved annually by the Chief Technology Officer. The CTO approves any additional access required outside the access matrix.
- The Chief Technology Officer conducts quarterly user access reviews of production servers, databases, and applications to validate internal user access is commensurate with job responsibilities. Identified access changes are tracked to remediation.
- Access to production machines, network devices, and support tools requires a unique ID.
- Internal user access to systems and applications with service data requires multi-factor authentication (MFA) method.
- Leapfin has formal policies for password strength and use of authentication mechanisms.
- Production infrastructure is restricted to users with a valid SSH key; administrative access to production servers and databases is restricted to the Engineering team.
- Upon termination or when internal users no longer require access, infrastructure and application access is removed within one business day.
- Internal use of the internal admin tool is logged. These logs are reviewed monthly for appropriateness.
- Firewall configurations help ensure available networking ports and protocols are restricted to approved business rules.
- The Engineering team maintains a list of the company’s system components, owners, and their business function, and the Chief Technology Officer reviews this list annually.
Incident Management and Business Continuity
- Leapfin’s Incident Response Plan outlines the process of identifying, prioritizing, communicating, assigning, and tracking incidents through to resolution.
- The DevOps team tracks identified incidents according to the Incident Response Plan and creates a ‘lessons learned’ document after each high or critical incident. This document is shared with the Engineering team to make any required changes.
- The Chief Technology Officer maintains a disaster recovery plan, which is tested at least annually. The Engineering team reviews test results and makes changes to the plan accordingly.
- Leapfin’s Software Development Lifecycle Policy governs the system development life cycle, including documented policies for tracking, testing, approving, and validating changes.
- System changes are tested via automated test scripts prior to being deployed into production.
- Code change requests are independently peer reviewed prior to integrating the code change into the master branch.
- System users who make changes to the development system are unable to deploy their changes to production without independent approval.
- The Engineering team uses a tool to enforce standard production images for production servers.
- Configuration changes are tested (if applicable) and approved prior to being deployed into production.
- The production and testing environments are segregated; production data is not used in the development and testing environments.
Data and Availability Controls
- Leapfin’s Data Processing Policy details the security and handling protocols for service data.
- Full backups are performed daily and retained in accordance with the Data Backup Policy. The Engineering team restores backed-up data to a non-production environment at least annually to validate the integrity of backups.
- Access to erase or destroy customer data is limited to the Chief Technology Officer and backend engineers.
- The Chief Technology Officer and the Engineering team manually delete data that is no longer needed from databases and other file stores in accordance with agreed-upon customer requirements.
- Leapfin’s Encryption Policy supports the secure encryption and decryption of app secrets, and governs the use of cryptographic controls.
- Encryption is used to protect the transmission of data over the internet; service data is encrypted at rest.
- The Engineering team encrypts hard drives for portable devices with full disk encryption.
- System tools monitor company load balancers and notify appropriate personnel of any events or outages based on predetermined criteria. Any identified issues are tracked through resolution in accordance with the Incident Response Plan.
- Leapfin is configured to operate across availability zones to support continuous availability.
Leapfin and Vulnerability Management
- Leapfin’s Vendor Management Policy defines a framework for the onboarding and management of the vendor relationship lifecycle. The Chief Technology Officer assesses new vendors according to the Leapfin’s Vendor Management Policy prior to engaging with Leapfin .
- Leapfin’s Risk Assessment Policy outlines the procedures to identify, assess, and remediate identified vulnerabilities.
- Vulnerability scans are executed continuously on production systems. The Chief Technology Officer and the Engineering team track critical or high-risk vulnerabilities through resolution. Management has implemented intrusion prevention and detection tools to provide monitoring of network traffic to the production environment.
- The Engineering team uses logging and monitoring software to collect data from servers and endpoints, and detect potential security threats and unusual system activity.
- Malware detection software is installed on susceptible endpoints that can access the production environment and is configured to perform daily scans.
- The Engineering team uses alerting software to notify impacted teams of potential security and availability events.
LIST OF SUB-PROCESSORS
The Controller has authorized the use of the following Subprocessors:
Cloud service provider
USA (West 2 – Oregon)
TRANSFER MECHANISMS FOR UK GDPR
Definitions. For the purposes of this Schedule 3, these terms shall be defined as follows:
- “UK GDPR IDTA” means the terms of the “International Data Transfer Agreement” (located here: https://ico.org.uk/media/for-organisations/documents/4019538/international-data-transfer-agreement.pdf) and issued pursuant to Section 119A of the Data Protection Act 2018.
- “UK GDPR Addendum” or “UK Addendum” means the terms of the “International Data Transfer Addendum to the European Commission’s Standard Contractual Clauses for International Data Transfers” (located here: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf) and issued pursuant to Section 119A of the Data Protection Act 2018.
- International Transfer Mechanisms. If, in the performance of the Services, Personal Data that is subject to UK GDPR or any other law relating to the protection or privacy of individuals that applies in the United Kingdom is transferred out of the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of the European Data Protection Laws, the UK GDPR IDTA and/or UK Addendum shall apply to such transfers and can be directly enforced by the Parties to the extent such transfers are subject to the UK GDPR.
- Appendix Information. Annex I through III, set forth in Schedule 2 to this DPA, contain Appendix Information for the UK IDTA and UK Addendum and are incorporated therein by reference.
UNITED STATES SCHEDULE
- The parties acknowledge that Customer discloses Personal Data to Leapfin for the limited and specified purposes set forth in the Agreement and DPA, and as instructed by Customer.
- Customer shall have the right to take the reasonable and appropriate steps set forth in the Agreement designed to stop and remediate unauthorized use of Personal Data.
- Leapfin will not retain, use, disclose, sell, or share the Personal Data other than providing the Services specified by Customer’s documented instructions. Leapfin will not combine Personal Data with information received from, or on behalf of other entities, except to perform the purpose of providing the Services specified by Customer’s documented instructions. Leapfin shall Process Personal Data in accordance with Data Protection Laws applicable to Leapfin’s provision of the Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), when the Services are used according to this DPA, the Agreement, the Documentation, and the applicable Order Form. Leapfin shall inform Customer if Leapfin determines it is unable to meet its obligations under the CCPA.
- The parties acknowledge that Leapfin’s retention, use and disclosure of personal information authorized by Customer’s instructions documented in the DPA are integral to Leapfin’s provision of the Services and the business relationship between the parties.