Data Processing Agreement

Definitions
Applicability and Roles of the Parties.
Processing of Controller Personal Data
Controller
International Data Transfers
Processor Employees.
Security
Personal Data Breach
Sub Processing
Data Subject Rights
Data Protection Impact Assessment and Prior Consultation
Deletion or Return of Controller Personal Data
Information Regarding Compliance
Limitation of Liability
General Terms
Schedule 1: Details of Processing of Controller Personal Data
Schedule 2:Binding Security Document

This Data Processing Agreement (“DPA“) forms an integral part of, and is subject to the Datamaze Terms of Service (the “Agreement”) as accepted by the party (the “Controller) and Datamaze Ltd. (“Processor“). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

Whereas, in connection with the performance of its obligations under the Agreement, Processor may Process Controller Personal Data (both as defined below) on behalf of the Controller; and

Whereas, the parties wish to set forth the mutual obligations with respect to the Processing of Controller Personal Data by the Processor;

Now therefore, intending to be legally bound, the parties hereby agree as follows:

Definitions. In addition to capitalized terms defined elsewhere in this DPA, the following terms shall have the meanings set forth below:
1. “Applicable Law” means whichever legal regime is applicable to the Processing of Personal Data under this DPA, including but not limited to the following:
  1. Regulation 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) (“GDPR”) and laws implementing or supplementing the GDPR; and/or
  2. The GDPR as amended and adopted into UK law in accordance with the European Union (Withdrawal) Act 2018 and the UK’s Data Protection Act, 2018 (collectively, “UK GDPR”).
  3. The Swiss Data Protection Act (“FADP”).
  4. The California Consumer Privacy Act of 2018, Cal. Civil Code Title 1.81.5 and the regulations thereunder (collectively, “CCPA”).
  5. The Israel Protection of Privacy Law, 1981, all related regulations enacted thereunder and the Israel Privacy Protection Authority’s Guidelines and the Israeli Protection of Privacy Regulations (Information Security) – 2017 (collectively, “Israeli Privacy Law”)
2. “Controller Personal Data” means any Personal Data Processed by Processor on behalf of Controller pursuant to or in connection with the Agreement.
3. “Data Protection Laws” means Applicable Law and, to the extent applicable, the data protection or privacy laws of any other applicable country where the Services are delivered or as agreed in writing between the Parties, including Israel.
4. “Standard Contractual Clauses” means the standard contractual clauses for the transfer of Personal Data to data importers established in third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as set out in Commission Implementing Decision (EU) 2021/914 and available at: https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914&qid=1640528660139&from=EN;
5. “UK SCCs” shall mean the standard contractual clauses for the transfer of Personal Data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council, available at:
  http://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32010D0087&from=en, where the text shall be considered to be amended to conform to the UK GDPR mutatis mutandis, including without limitation: (i) all references to the GDPR shall refer to the UK GDPR; (ii) all references to a Member State shall refer to the United Kingdom and (iii) all references to a supervisory authority shall mean the Information Commissioner’s Office of the United Kingdom.
6. “Sub Processor” means any person (excluding an employee of Processor) appointed by or on behalf of Processor to Process Controller Personal Data on behalf of the Controller in connection with the Agreement.
7. “Data Subject” shall mean the person whose Personal Data is Processed and both Data Subject as defined under the GDPR and Consumer as defined under the CCPA.
8. “Personal Data” shall mean Personal Data as defined under the GDPR, ‘Personal Information’ as defined under the CCPA and ‘Information’ (‘meida’) as defined under Israeli Privacy Law, in each case, as applicable.
9. “Processing” shall be as defined in the GDPR, the CCPA, and Israeli Privacy Law, in each case as applicable.
10. The terms “Controller“, “Personal Data Breach“, “Processor“, and “Supervisory Authority” shall have the meanings ascribed to them in the GDPR.
11. The terms “Business“, “Sell“, “Share“, and “Service Provider“, shall have the meanings ascribed to them in the CCPA.
Applicability and Roles of the Parties.
1. For Processing subject to the GDPR, UK GDPR, and/or the FADP: When Controller Personal Data is subject to the GDPR, UK GDPR, and/or the FADP, Controller serves as a Controller of such Personal Data and Processor serves as a Processor on its behalf. In such case, the Applicable Law shall be as described in Sections 1.1.1, 1.1.2, and 1.1.3, respectively, and this DPA shall be interpreted accordingly.
2. For Processing subject to the CCPA: When Controller Personal Data is subject to the CCPA, Controller serves as a Business with respect to such Personal Data and Processor serves as a Service Provider on its behalf. In such case, the Applicable Law shall be as described in Section 1.1.4 and this DPA shall be interpreted accordingly.
3. For Processing subject to Israeli Privacy Law: When Controller Personal Data is subject to Israeli Law, Controller shall be considered the party controlling the database of Controller Personal Data and Processor serves as an outsourced service provider on its behalf. In such case, the Applicable Law shall be as described in Section 1.1.5 and this DPA shall be interpreted accordingly.
Processing of Controller Personal Data.
1. Processor shall Process Controller Personal Data on Controller’s behalf and at Controller’s instructions as specified in the Agreement and in this DPA, including without limitation with regard to transfers of Controller Personal Data to a third country or international organization. Any other Processing shall be permitted only in the event that such Processing is required by any Data Protection Laws to which the Processor is subject. In such event, Processor shall, unless prohibited by such Data Protection Laws on important grounds of public interest, inform Controller of that requirement before engaging in such Processing.
2. Controller instructs Processor (and authorizes Processor to instruct each Sub Processor) (i) to Process Controller Personal Data for the provision of the services, as detailed in the Agreement (“Services“) and as otherwise set forth in the Agreement and in this DPA, and/or as otherwise directed by Controller; and (ii) to transfer Controller Personal Data to any country or territory as reasonably necessary for the provision of the Services and in accordance with Applicable Law.
3. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, Data Processor may analyze and use Data for the purpose of generating aggregate or anonymous data (“Aggregate Data”), such as for the purpose of providing benchmarks for various customers. Data Processor may also use Aggregate Data for the purpose of improving its solution and services, including the algorithms and models used by the solution and services. The Aggregate Data will not be returned to Controller or deleted.
4. Controller sets forth the details of the Processing of Controller Personal Data in Schedule 1 (Details of Processing of Controller Personal Data), attached hereto.
5. For Processing subject to the CCPA: Processor undertakes that it shall not Sell or Share Personal Data when Processing Personal Data as a Service Provider and shall not retain, use, or disclose Personal Data for any commercial purpose other than providing the Services to Controller and as otherwise permitted under the Agreement.
Controller. Controller represents and warrants that it has and shall maintain throughout the term of the Agreement and this DPA, all necessary rights to provide the Controller Personal Data to Processor for the Processing to be performed in relation to the Services and in accordance with the Agreement and this DPA. To the extent required by Data Protection Laws, Controller is responsible for obtaining any necessary Data Subject consents to the Processing, and for ensuring that a record of such consents is maintained throughout the term of the Agreement and this DPA and/or as otherwise required under Data Protection Laws.
International Data Transfers.
1. To the extent that the Processor Processes Controller Personal Data relating to Data Subjects in the EU or Israel and such Processing is subject to GDPR, and the Processing takes place in countries outside of the European Economic Area that do not provide an adequate level of data protection, as determined by the European Commission or other adequate authority as determined by the GDPR, the Standard Contractual Clauses shall apply and shall be incorporated herein upon execution of this Agreement by the parties. The Standard Contractual Clauses are modular, containing numerous sections that each pertain to a specific type of entity or transfer. For the purposes of this DPA and any transfers of data to third countries pursuant hereto, only the modular sections pertaining to module two (Controller to Processor) of the Standard Contractual Clauses shall apply, in addition to all general sections therein. Processor agrees to cooperate with Controller for the implementation of any technical measures as may be deemed necessary to permit the transfer of Controller Personal Data to countries outside of the European Economic Area on the basis of the Standard Contractual Clauses and agrees to provide information as needed in order to allow Controller to conduct a transfer impact assessment.
2. To the extent that the Processor Processes Controller Personal Data relating to Data Subjects in Israel and such Processing is subject to Israeli Privacy Law, and the Processing takes place in countries outside of the European Economic Area that do not provide an adequate level of data protection, as determined by the European Commission or other adequate authority as determined by the GDPR, the parties will ensure the existence of proper legal basis for such processing.
3. To the extent that the Processor Processes Controller Personal Data that is protected by and subject to the UK GDPR and the Processor Processes such data in a country other than the United Kingdom whose data protection laws were deemed inadequate by the United Kingdom, the UK SCCs shall apply and shall be incorporated herein upon execution of this Agreement by the parties. Processor agrees to cooperate with Controller for the implementation of any technical measures as may be deemed necessary to permit the transfer of Controller Personal Data to countries outside of the United Kingdom on the basis of the UK SCCs and agrees to provide information as needed in order to allow Controller to conduct a transfer impact assessment.
4. To the extent a data transfer which is subject to the Standard Contractual Clauses in accordance with Section 4.1 above (“International Transfer”) originated in Switzerland and such data transfer is subject to the FADP, Data Subjects from Switzerland shall have the right to conduct legal proceedings relating to the International Transfer in Switzerland. The Standard Contractual Clauses shall apply to Processor as a legal entity, to the extent similar provisions apply to legal entities under FADP.
Processor Employees. Processor shall take reasonable steps to ensure that access to the Controller Personal Data is limited on a need to know and/or access basis and that all Processor employees receiving such access are subject to confidentiality undertakings or professional or statutory obligations of confidentiality in connection with their access to and use of Controller Personal Data.
Security.
1. Processor shall implement appropriate technical and organizational measures to ensure an appropriate level of security of the Controller Personal Data as set forth in the Binding Security Document attached hereto as Schedule 2. In assessing the appropriate level of security, Processor shall take into account the risks that are presented by the nature of the Processing and the information available to the Processor.
2. For Processing subject to Israeli Privacy Law: Processor shall implement information security measures and take all necessary measures as per the Israeli Privacy Law, in order to maintain the integrity, availability, confidentiality, survival and reliability of Personal Information of the Data Subjects, and comply with all provisions of the Israeli Privacy Law, including, and without limitation, the obligations of an “external party” under section 15 of the Protection of Privacy Regulations (Data Security), 5777-2017, which a “database owner” must oblige an external party within the framework of an outsourcing agreement (as such terms are defined in the Israeli Privacy Law), and all which are hereby explicitly incorporated in this DPA;
3. Processor will report, at least once a year, to Controller on the manner in which it is complying with its obligations under the Israeli Privacy Law and this DPA.
Personal Data Breach.
1. Processor shall notify Controller without undue delay and, where feasible, not later than within 48 (forty eight) hours upon Processor becoming aware of a Personal Data Breach affecting Controller Personal Data. In such event, Processor shall provide Controller with reasonable and available information to assist Controller in meeting any obligations to inform Data Subjects or Supervisory Authorities of the Personal Data Breach as required under Applicable Law.
2. At the written request of the Controller, Processor shall reasonably cooperate with Controller and take such commercially reasonable steps as are agreed by the parties or required under Applicable Law to assist in the investigation, mitigation and remediation of any Personal Data Breach.
Sub Processing.
1. Controller authorizes Processor to appoint (and permits each Sub Processor appointed in accordance with this Section 9 to appoint) Sub Processors in accordance with this Section 9.
2. Processor may continue to use those Sub Processors already engaged by Processor as identified to Controller as of the date of this DPA.
3. Processor may appoint new Sub Processors and shall give notice of any such appointment to Controller. If, within seven (7) days of such notice, Controller notifies Processor in writing of any reasonable objections to the proposed appointment, Processor shall not appoint the proposed Sub Processor for the Processing of Controller Personal Data until reasonable steps have been taken to address the objections raised by Controller and Controller has been provided with a reasonable written explanation of the steps taken. Where such steps are not sufficient to relieve Controller’s reasonable objections, each of Controller or Processor may, by written notice to the other party and with immediate effect, terminate the Agreement to the extent that it relates to the Services requiring the use of the proposed Sub Processor. In such event, the terminating party shall not bear any liability for such termination.
4. With respect to each new Sub Processor, Processor shall:
  1. Prior to the Processing of Controller Personal Data by Sub Processor, take reasonable steps (for instance by way of reviewing privacy policies as appropriate) to ensure that Sub Processor is committed and able to provide the level of protection for Controller Personal Data required by this DPA; and
  2. ensure that the arrangement between the Processor and the Sub Processor is governed by a written contract, including terms that offer a materially similar level of protection for Controller Personal Data as those set out in this DPA and meet the requirements of Applicable Law.
  3. Processor shall remain fully liable to the Controller for the performance of any Sub Processor’s obligations.
Data Subject Rights.
1. Controller shall be solely responsible for compliance with any statutory obligations concerning requests to exercise Data Subject rights under Data Protection Laws (e.g., for access, rectification, deletion of Controller Personal Data, etc.). Processor shall, at Controller’s sole expense, use commercially reasonable efforts to assist Controller in fulfilling Controller’s obligations with respect to such Data Subject requests, as required under Data Protection Laws.
2. Upon receipt of a request from a Data Subject under any Data Protection Laws in respect to Controller Personal Data, Processor shall promptly notify Controller of such request and shall not respond to such request except on the documented instructions of Controller or as required by Data Protection Laws to which the Processor is subject, in which case Processor shall, to the extent permitted by Data Protection Laws, inform Controller of such legal requirement prior to responding to the request.
Data Protection Impact Assessment and Prior Consultation. At Controller’s written request and expense, the Processor and each Sub Processor shall provide reasonable assistance to Controller with respect to any Controller Personal Data Processed by Processor and/or a Sub Processor, with any data protection impact assessments or prior consultations with Supervisory Authorities or other competent data privacy authorities, as required under any Data Protection Laws.
Deletion or Return of Controller Personal Data. Processor shall promptly and in any event within 60 (sixty) days of the date of cessation of provision of the Services to Controller involving the Processing of Controller Personal Data, delete, return, or anonymize all copies of such Controller Personal Data, provided however that Processor may retain Controller Personal Data, as permitted by applicable law.
Information Regarding Compliance.
1. Processor shall make available to Controller such information or documentation reasonably necessary to demonstrate compliance with this DPA. Such documentation may include any relevant third-party reports, certifications, or assessments.
2. Processor shall immediately inform Controller if, in its opinion, an instruction received under this DPA infringes the GDPR or other applicable Data Protection Laws.
Limitation of Liability. Controller shall indemnify and hold Processor harmless against all claims, actions, third party claims, losses, damages and expenses incurred by the Processor and arising directly or indirectly out of or in connection with a breach of this DPA and/or the Data Protection Laws by Controller. Each party’s liability toward the other party shall be subject to the limitations on liability under the Agreement.
General Terms.
1. Governing Law and Jurisdiction.
  1. The parties to this DPA hereby agree that the competent courts in Ireland shall have exclusive jurisdiction regarding all disputes hereunder, and the parties expressly consent to such jurisdiction.
  2. This DPA and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of Ireland. To the extent that the Standard Contractual Clauses apply, the abovementioned jurisdiction shall be deemed the jurisdiction specified in Clause 17 of the Standard Contractual Clauses, provided that such law allows for third-party beneficiary rights.
2. Order of Precedence.
  1. Nothing in this DPA reduces Processor’s obligations under the Agreement in relation to the protection of Controller Personal Data or permits Processor to Process (or permit the Processing of) Controller Personal Data in a manner that is prohibited by the Agreement.
  2. This DPA is not intended to, and does not in any way limit or derogate from Controller’s obligations and liabilities towards the Processor under the Agreement and/or pursuant to Data Protection Laws or any law applicable to Controller in connection with the collection, handling and use of Controller Personal Data by Controller or other processors or their sub processors, including with respect to the transfer or provision of Controller Personal Data to Processor and/or providing Processor with access thereto.
  3. Subject to this Section 15.2, with regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this DPA, the provisions of this DPA shall prevail. In the event of inconsistencies between the provisions of this DPA and the Standard Contractual Clauses or UK SCCs (to the extent either applies), the Standard Contractual Clauses or UK SCCs, as applicable, shall prevail.
3. Changes in Data Protection Laws.
  1. Controller may, by at least 45 (forty five) calendar days’ prior written notice to Processor, request in writing any variations to this DPA if they are required as a result of any change in or decision of a competent authority under any Data Protection Laws in order to allow Controller Personal Data to be Processed (or continue to be Processed) without breach of that Data Protection Laws.
  2. If Controller gives notice with respect to its request to modify this DPA under Section ‎15.3.1, (i) Processor shall make commercially reasonable efforts to accommodate such modification request and (ii) Controller shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Processor to protect the Processor against additional risks, or to indemnify and compensate Processor for any further steps and costs associated with the variations made herein.
4. Severance. Should any provision of this DPA be held invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall either be (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Schedule 1: Details of Processing of Controller Personal Data

This Schedule 1 includes certain details of the Processing of Controller Personal Data as required by Article 28(3) GDPR.

Subject matter and duration of the Processing of Controller Personal Data.

The subject matter and duration of the Processing of the Controller Personal Data are set out in the Agreement and this DPA.

The nature and purpose of the Processing of Controller Personal Data:

Rendering Services in the nature of a Data efficiency Platform, as detailed in the Agreement.

The types of Controller Personal Data to be Processed are as follows:

Contact information of the Controller’s contacts. Access, event, diagnostic and other log files. Meta-data and query history, such as column name and SQLs.

The categories of Data Subjects to whom the Controller Personal Data relates are as follows:

Data Subjects who are Controller’s employees/personnel, as well as their end users.

The obligations and rights of Controller.

The obligations and rights of Controller are set out in the Agreement and this DPA.

Schedule 2: Binding Security Document

☐ Processor uses firewalls to protect its internet connection
This will be your first line of defense against an intrusion from the internet.

Supplementary details of firewalls used:

We have two services accessible publicly, frontend and api.
Frontend is served by S3 and all the objects stored in S3 are private.
API service is deployed in EKS Cluster which is private and accessible by VPN only.

☐ Processor uses the most appropriate secure settings for its devices and software.
Most hardware and software will need some level of set-up and configuration in order to provide effective protection.

Supplementary details of security settings used:

We are using managed services like Amazon Elastic Kubernetes Service (EKS), Amazon S3, AWS Application Load balancer. AWS takes care of the security and maintenance of the underlying infrastructure for managed services like EKS and S3, including hardware security, network security, and software patching for the managed services themselves.

☐ Processor controls who has access to your data and services
Restrict access to your system to users and sources you trust.

Supplementary details of how access to your system is controlled

We have AWS SSO for Identity and Access Management which requires MFA for added security.☐ Processor protects itself from viruses and other malware.

Supplementary details of antivirus and malware protection used

AWS provides malware protection, including network security, managed services security, threat detection, endpoint protection at service level for the underlying Hardware and the servers at rest in AWS’s managed infrastructure.

☐ Processor keeps its software and devices up-to-date. Hardware and software needs regular updates to fix bugs and security vulnerabilities.

Supplementary details of how software and devices are kept up to date

AWS automatically applies patches and updates to underlying infrastructure of all the managed services. Versioning of EKS Cluster, Application dependencies are managed by us

☐ Processor regularly backs-up its data. Regular backups of your most important data will ensure it can be quickly restored in the event of disaster or ransomware infection.

Supplementary details of how data is backed up

In seemore we use several databases this is the backup plan for each on of them

Snowflake

Snowflake automatically handles backups and data protection without the need for manual intervention. Snowflake’s architecture ensures data is continuously backed up to cloud storage through the use of immutable storage.

MongoDB Managed (Atlas)

MongoDB Atlas provides continuous, automated backups and snapshots that ensure your data is protected and can be recovered in the event of a disaster.

Elastic Cloud (Elasticsearch managed service)

Elastic Cloud ensures high availability and data durability by automatically taking snapshots of your clusters.

Neo4j Aura (Managed service)

Neo4j Aura automatically handles backups and ensures data durability and availability. Aura takes full backups of your database weekly and incremental backups daily.