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Data Processing Addendum
This Data Processing Addendum (“DPA”) supplements the Customer Terms and Conditions (the
“Agreement”) between Session Rewind Inc (“Session Rewind”, “Company,” “us,” “we”) and the customer
entity that is a party to the Agreement (“Customer” or “you”). We may update this Addendum from time to
time, and we will provide reasonable notice of any such updates. Any terms not defined in this Addendum
shall have the meaning set forth in the Agreement.
1. Definitions
1.1 “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or
more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or
more of the stock or other equity interest of a party, or (iii) an entity which is under common
control with a party by having at least fifty percent (50%) or more of the stock or other equity
interest of such entity and a party owned by the same person, but such entity shall only be
deemed to be an Affiliate so long as such ownership exists.
1.2 “Authorized Sub-Processor” means a third-party who has a need to know or otherwise access
Customer’s Personal Data to enable Company to perform its obligations under this DPA or the
Agreement, and who is either (1) listed on the List (as defined in Section 4.1) or (2) subsequently
authorized under Section 4.2 of this DPA.
1.3 “Company Account Data” means personal data that relates to Company’s relationship with
Customer, including the names, contact information of individuals authorized by Customer to
access Customer’s account and billing information of individuals that Customer has associated
with its account. Company Account Data also includes any data Company may need to collect for
the purpose of managing its relationship with Customer, identity verification, or as otherwise
required by applicable laws and regulations.
1.4 “Company Usage Data” means Service usage data collected and processed by Company in
connection with the provision of the Services, including without limitation data used to identify the
source and destination of a communication, activity logs, and data used to optimize and maintain
performance of the Services, to investigate and prevent system abuse.
1.5 “Data Exporter” means Customer.
1.6 “Data Importer” means Company.
1.7 “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction
relating to the use or processing of Personal Data including: (i) the California Consumer Privacy
Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA”), (ii) the General
Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it
forms part of the law of England and Wales by virtue of section 3 of the European Union
(Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (iii) the Swiss
Federal Act on Data Protection, ; (iv) the UK Data Protection Act 2018; and (v) the Privacy and
Electronic Communications (EC Directive) Regulations 2003; and (vi) the Virginia Consumer Data
Protection Act (“VCDPA”) in each case, as updated, amended or replaced from time to time. The
terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,”
“controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.
1.8 “EU SCCs” means the standard contractual clauses approved by the European Commission
in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries
not otherwise recognized as offering an adequate level of protection for personal data by the
European Commission (as amended and updated from time to time), as modified by Section 6.2
of this DPA.
1.9 “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance
with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the
European Economic Area (the “EEA”), and such transfer is not governed by an adequacy
decision made by the European Commission in accordance with the relevant provisions of the
GDPR.
1.10 “ex-UK Transfer” means the transfer of Personal Data covered by Chapter V of the UK
GDPR, which is processed in accordance with the UK GDPR and the Data Protection Act 2018,
from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the
“UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State
in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
1.11 “Services” shall have the meaning set forth in the Agreement.
1.12 “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.
1.13 “UK Addendum” has the meaning set forth in Exhibit D.
1.14 “UK SCCs” means the EU SCCs, as amended by the UK Addendum.
2. Relationship of the Parties; Processing of Data
2.1 The parties acknowledge and agree that with regard to the processing of Personal Data,
Customer may act either as a controller or processor and, except as expressly set forth in this
DPA or the Agreement, Company is a processor. Customer shall, in its use of the Services, at all
times process Personal Data, and provide instructions for the processing of Personal Data, in
compliance with Data Protection Laws. Customer shall ensure that the processing of Personal
Data in accordance with Customer’s instructions will not cause Company to be in breach of the
Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i)
the Personal Data provided to Company by or on behalf of Customer, (ii) the means by which
Customer acquired any such Personal Data, and (iii) the instructions it provides to Company
regarding the processing of such Personal Data. Customer shall not provide or make available to
Company any Personal Data in violation of the Agreement or otherwise inappropriate for the
nature of the Services, and shall indemnify Company from all claims and losses in connection
therewith.
2.2 Company shall not process Personal Data (i) for purposes other than those set forth in the
Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in
this DPA or any other documented instructions provided by Customer, including with regard to
transfers of personal data to a third country or an international organization, unless required to do
so by Supervisory Authority to which the Company is subject; in such a case, the Company shall
inform the Customer of that legal requirement before processing, unless that law prohibits such
information on important grounds of public interest, or (iii) in violation of Data Protection Laws.
Customer hereby instructs Company to process Personal Data in accordance with the foregoing
and as part of any processing initiated by Customer in its use of the Services.
2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of
Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.
2.4 Following completion of the Services, at Customer’s choice, Company shall return or delete
Customer’s Personal Data, unless further storage of such Personal Data is required or authorized
by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation,
Company shall take measures to block such Personal Data from any further processing (except
to the extent necessary for its continued hosting or processing required by law, rule or regulation)
and shall continue to appropriately protect the Personal Data remaining in its possession,
custody, or control. If Customer and Company have entered into Standard Contractual Clauses
as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of
deletion of Personal Data that is described in Clause 8.1(d) and Clause 8.5 of the EU SCCs (as
applicable) shall be provided by Company to Customer only upon Customer’s request.
2.5 CCPA and VCDPA Language. The Parties acknowledge and agree that the processing of
personal information or personal data that is subject to the CCPA or VCDPA shall be carried out
in accordance with the terms set forth in Exhibit E.
3. Confidentiality
Company shall ensure that any person it authorizes to process Personal Data has agreed to protect
Personal Data in accordance with Company’s confidentiality obligations in the Agreement. Customer
agrees that Company may disclose Personal Data to its advisers, auditors or other third parties as
reasonably required in connection with the performance of its obligations under this DPA, the Agreement,
or the provision of Services to Customer.
4. Authorized Sub-Processors
4.1 Customer acknowledges and agrees that Company may (1) engage its Affiliates and the
Authorized Sub-Processors listed at https://sessionrewind.com/sub-processors/ (the “List”) to
access and process Personal Data in connection with the Services and (2) from time to time
engage additional third parties for the purpose of providing the Services, including without
limitation the processing of Personal Data. By way of this DPA, Customer provides general
written authorization to Company to engage sub-processors as necessary to perform the
Services.
4.2 Company may update the List from time to time by providing notice to Customer in
accordance with this Section 4. Company may provide a mechanism to subscribe to notifications
of new Authorized Sub-Processors and Customer agrees to subscribe to such notifications where
available. At least ten (10) days before enabling any third party other than existing Authorized
Sub-Processors to access or participate in the processing of Personal Data, Company will add
such third party to the List. Customer may object to such an engagement by informing Company
within ten (10) days of receipt of the aforementioned notice by Customer, provided such objection
is in writing and based on reasonable grounds relating to data protection. Customer
acknowledges that certain sub-processors are essential to providing the Services and that
objecting to the use of a sub-processor may prevent Company from offering the Services to
Customer.
4.3 If Customer reasonably objects to an engagement in accordance with Section 4.2, and
Company cannot provide a commercially reasonable alternative within a reasonable period of
time, Customer may discontinue the use of the affected Service by providing written notice to
Company. Discontinuation shall not relieve Customer of any fees owed to Company under the
Agreement.
4.4 If Customer does not object to the engagement of a third party in accordance with Section 4.2
within ten (10) days of notice by Company, that third party will be deemed an Authorized
Sub-Processor for the purposes of this DPA.
4.5 Company will enter into a written agreement with the Authorized Sub-Processor imposing on
the Authorized Sub-Processor data protection obligations comparable to those imposed on
Company under this DPA with respect to the protection of Personal Data. In case an Authorized
Sub-Processor fails to fulfill its data protection obligations under such written agreement with
Company, Company will remain liable to Customer for the performance of the Authorized
Sub-Processor’s obligations under such agreement.
4.6 If Customer and Company have entered into Standard Contractual Clauses as described in
Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s
prior written consent to the subcontracting by Company of the processing of Personal Data if
such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that
the copies of the agreements with Authorized Sub-Processors that must be provided by Company
to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or
information unrelated to the Standard Contractual Clauses or their equivalent, removed by the
Company beforehand, and that such copies will be provided by the Company only upon request
by Customer.
5. Security of Personal Data
Taking into account the state of the art, the costs of implementation and the nature, scope, context and
purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of
natural persons, Company shall maintain appropriate technical and organizational measures to ensure a
level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional
information about Company’s technical and organizational security measures.
6. Transfers of Personal Data
6.1 The parties agree that Company may transfer Personal Data processed under this DPA
outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer
acknowledges that Company’s primary processing operations take place in the United States,
and that the transfer of Customer’s Personal Data to the United States is necessary for the
provision of the Services to Customer. If Company transfers Personal Data protected under this
DPA to a jurisdiction for which the European Commission has not issued an adequacy decision,
Company will ensure that appropriate safeguards have been implemented for the transfer of
Personal Data in accordance with Data Protection Laws.
6.2 Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU
SCCs, which are deemed entered into (and incorporated into this DPA by this reference) and
completed as follows:
6.2.1 Module One (Controller to Controller) of the EU SCCs apply when Company is
processing Personal Data as a controller pursuant to Section 9 of this DPA.
6.2.2 Module Two (Controller to Processor) of the EU SCCs apply when Customer is a
controller and Company is processing Personal Data for Customer as a processor
pursuant to Section 2 of this DPA.
6.3 For each module, where applicable the following applies:
6.3.1 The optional docking clause in Clause 7 does not apply;
6.3.2 In Clause 9, Option 2 (general written authorization) applies, and the minimum time
period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this
DPA;
6.3.3 In Clause 11, the optional language does not apply;
6.3.4 All square brackets in Clause 13 are hereby removed;
6.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by Irish law;
6.3.6 In Clause 18(b), disputes will be resolved before the courts of Ireland.
6.3.7 Exhibit B to this DPA contains the information required in Annex I and Annex III of
the EU SCCs;
6.3.8 Exhibit C to this DPA contains the information required in Annex II of the EU SCCs;
and
6.3.9 By entering into this DPA, the parties are deemed to have signed the EU SCCs
incorporated herein, including their Annexes.
6.4 Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs,
which are deemed entered into and incorporated into this DPA by reference, and amended and
completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this
DPA.
6.5 Transfers from Switzerland. The parties agree that transfers from Switzerland are made
pursuant to the EU SCCs with the following modifications:
6.5.1 The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as
utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection
of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised
FADP”) with respect to data transfers subject to the FADP.
6.5.2 The terms of the EU SCCs shall be interpreted to protect the data of legal entities
until the effective date of the Revised FADP.
6.5.3 Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection
and Information Commissioner (“FDPIC”) of Switzerland shall have authority over data
transfers governed by the FADP and the appropriate EU supervisory authority shall have
authority over data transfers governed by the GDPR. Subject to the foregoing, all other
requirements of Section 13 shall be observed.
6.5.4 The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in
such a way as to exclude Data Subjects in Switzerland from exercising their rights in their
place of habitual residence in accordance with Clause 18(c) of the EU SCCs.
6.6 Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following
supplementary measures shall apply:
6.6.1 As of the date of this DPA, the Data Importer has not received any formal legal
requests from any government intelligence or security service/agencies in the country to
which the Personal Data is being exported, for access to (or for copies of) Customer’s
Personal Data (“Government Agency Requests”);
6.6.2 If, after the date of this DPA, the Data Importer receives any Government Agency
Requests, Company shall attempt to redirect the law enforcement or government agency
to request that data directly from Customer. As part of this effort, Company may provide
Customer’s basic contact information to the government agency. If compelled to disclose
Customer’s Personal Data to a law enforcement or government agency, Company shall
give Customer reasonable notice of the demand and cooperate to allow Customer to
seek a protective order or other appropriate remedy unless Company is legally prohibited
from doing so. Company shall not voluntarily disclose Personal Data to any law
enforcement or government agency. Data Exporter and Data Importer shall (as soon as
reasonably practicable) discuss and determine whether all or any transfers of Personal
Data pursuant to this DPA should be suspended in the light of the such Government
Agency Requests; and
6.6.3 The Data Exporter and Data Importer will meet regularly to consider whether:
(i) the protection afforded by the laws of the country of the Data Importer to data
subjects whose Personal Data is being transferred is sufficient to provide broadly
equivalent protection to that afforded in the EEA or the UK, whichever the case
may be;
(ii) additional measures are reasonably necessary to enable the transfer to be
compliant with the Data Protection Laws; and
(iii) it is still appropriate for Personal Data to be transferred to the relevant Data
Importer, taking into account all relevant information available to the parties,
together with guidance provided by the supervisory authorities.
6.6.4 If Data Protection Laws require the Data Exporter to execute the Standard
Contractual Clauses applicable to a particular transfer of Personal Data to a Data
Importer as a separate agreement, the Data Importer shall, on request of the Data
Exporter, promptly execute such Standard Contractual Clauses incorporating such
amendments as may reasonably be required by the Data Exporter to reflect the
applicable appendices and annexes, the details of the transfer and the requirements of
the relevant Data Protection Laws.
6.6.5 If either (i) any of the means of legitimizing transfers of Personal Data outside of the
EEA or UK set forth in this DPA cease to be valid or (ii) any supervisory authority requires
transfers of Personal Data pursuant to those means to be suspended, then Data Importer
may by notice to the Data Exporter, with effect from the date set out in such notice,
amend or put in place alternative arrangements in respect of such transfers, as required
by Data Protection Laws.
7. Rights of Data Subjects
7.1 Company shall, to the extent permitted by law, notify Customer upon receipt of a request by a
Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability,
restriction or cessation of processing, withdrawal of consent to processing, and/or objection to
being subject to processing that constitutes automated decision-making (such requests
individually and collectively “Data Subject Request(s)”). If Company receives a Data Subject
Request in relation to Customer’s data, Company will advise the Data Subject to submit their
request to Customer and Customer will be responsible for responding to such request, including,
where necessary, by using the functionality of the Services. Customer is solely responsible for
ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or
withdrawal of consent to processing of any Personal Data are communicated to Company, and, if
applicable, for ensuring that a record of consent to processing is maintained with respect to each
Data Subject.
7.2 Company shall, at the request of the Customer, and taking into account the nature of the
processing applicable to any Data Subject Request, apply appropriate technical and
organizational measures to assist Customer in complying with Customer’s obligation to respond
to such Data Subject Request and/or in demonstrating such compliance, where possible,
provided that (i) Customer is itself unable to respond without Company’s assistance and (ii)
Company is able to do so in accordance with all applicable laws, rules, and regulations. Customer
shall be responsible to the extent legally permitted for any costs and expenses arising from any
such assistance by Company.
8. Actions and Access Requests; Audits
8.1 Company shall, taking into account the nature of the processing and the information available
to Company, provide Customer with reasonable cooperation and assistance where necessary for
Customer to comply with its obligations under the GDPR to conduct a data protection impact
assessment and/or to demonstrate such compliance, provided that Customer does not otherwise
have access to the relevant information. Customer shall be responsible to the extent legally
permitted for any costs and expenses arising from any such assistance by Company.
8.2 Company shall, taking into account the nature of the processing and the information available
to Company, provide Customer with reasonable cooperation and assistance with respect to
Customer’s cooperation and/or prior consultation with any Supervisory Authority, where
necessary and where required by the GDPR. Customer shall be responsible to the extent legally
permitted for any costs and expenses arising from any such assistance by Company.
8.3 Company shall maintain records sufficient to demonstrate its compliance with its obligations
under this DPA, and retain such records for a period of three (3) years after the termination of the
Agreement. Customer shall, with reasonable notice to Company, have the right to review, audit
and copy such records at Company’s offices during regular business hours.
8.4 Upon Customer’s written request at reasonable intervals, and subject to reasonable
confidentiality controls, Company shall, either (i) make available for Customer’s review copies of
certifications or reports demonstrating Company’s compliance with prevailing data security
standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of
reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws,
allow Customer’s independent third party representative to conduct an audit or inspection of
Company’s data security infrastructure and procedures that is sufficient to demonstrate
Company’s compliance with its obligations under Data Protection Laws, provided that (a)
Customer provides reasonable prior written notice of any such request for an audit and such
inspection shall not be unreasonably disruptive to Company’s business; (b) such audit shall only
be performed during business hours and occur no more than once per calendar year; and (c)
such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the
costs of any such audits or inspections, including without limitation a reimbursement to Company
for any time expended for on-site audits. If Customer and Company have entered into Standard
Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree
that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with
this Section 8.4.
8.5 Company shall immediately notify Customer if an instruction, in the Company’s opinion,
infringes the Data Protection Laws or Supervisory Authority.
8.6 In the event of a Personal Data Breach, Company shall, without undue delay, inform
Customer of the Personal Data Breach and take such steps as Company in its sole discretion
deems necessary and reasonable to remediate such violation (to the extent that remediation is
within Company’s reasonable control).
8.7 In the event of a Personal Data Breach, Company shall, taking into account the nature of the
processing and the information available to Company, provide Customer with reasonable
cooperation and assistance necessary for Customer to comply with its obligations under the
GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects
affected by such Personal Data Breach without undue delay.
8.8 The obligations described in Sections 8.6 and 8.7 shall not apply in the event that a Personal
Data Breach results from the actions or omissions of Customer. Company’s obligation to report or
respond to a Personal Data Breach under Sections 8.6 and 8.7 will not be construed as an
acknowledgement by Company of any fault or liability with respect to the Personal Data Breach.
9. Company’s Role as a Controller.
The parties acknowledge and agree that with respect to Company Account Data and Company Usage
Data, Company is an independent controller, not a joint controller with Customer. Company will process
Company Account Data and Company Usage Data as a controller (i) to manage the relationship with
Customer; (ii) to carry out Company’s core business operations, such as accounting, audits, tax
preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud,
security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity
verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and
retention of Personal Data to which Company is subject; and (vi) as otherwise permitted under Data
Protection Laws and in accordance with this DPA and the Agreement. Company may also process
Company Usage Data as a controller to provide, optimize, and maintain the Services, to the extent
permitted by Data Protection Laws. Any processing by the Company as a controller shall be in
accordance with the Company’s privacy policy set forth at https://sessionrewind.com/privacy.
10. Conflict.
In the event of any conflict or inconsistency among the following documents, the order of precedence will
be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the
Agreement; and (4) the Company’s privacy policy. Any claims brought in connection with this DPA will be
subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in
the Agreement.
Exhibit A | Details of Processing
Nature and Purpose of Processing: Company will process Customer’s Personal Data as necessary to
provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA,
and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing
includes, without limitation:
Receiving data, including collection, accessing, retrieval, recording, and data entry
Holding data, including storage, organization and structuring
Using data, including analysis, consultation, testing, automated decision making and profiling
Updating data, including correcting, adaptation, alteration, alignment and combination
Protecting data, including restricting, encrypting, and security testing
Sharing data, including disclosure, dissemination, allowing access or otherwise making available
Returning data to the data exporter or data subject
Erasing data, including destruction and deletion
Duration of Processing: Company will process Customer’s Personal Data as long as required (i) to
provide the Services to Customer under the Agreement; (ii) for Company’s legitimate business needs; or
(iii) by applicable law or regulation. Company Account Data and Company Usage Data will be processed
and stored as set forth in Company’s privacy policy.
Categories of Data Subjects: Customer end-users/Customer employees or personnel.
Categories of Personal Data: Company processes Personal Data contained in Company Account Data,
Company Usage Data, and any Personal Data provided by Customer (including any Personal Data
Customer collects from its end users and processes through its use of the Services) or collected by
Company in order to provide the Services or as otherwise set forth in the Agreement or this DPA.
Categories of Personal Data may include, without limitation: name, location, email address, country of
residency, payment card type, last 4 digits of credit or debit card, bank account information,IP address,
Device ID, domain server, and type of device/operating system/browser used to access the Services.
Sensitive Data or Special Categories of Data: None.
Exhibit B
The following includes the information required by Annex I and Annex III of the EU SCCs, and Table 1,
Annex 1A, and Annex 1B of the UK Addendum.
1. The Parties
Data exporter(s): The Customer
Contact details: As designated by Customer on the Order.
Signature and date: By entering into the Agreement, Data Exporter is deemed to have signed
these Standard Contractual Clauses incorporated herein, as of the Effective Date of the
Agreement.
Role (controller/processor): The Data Exporter’s role is set forth in Section 2 of this Addendum.
Data importer(s): Session Rewind Inc
Address: Session Rewind, 214 Barton Springs Rd, Apt 1022, Austin TX 78704
Signature and date: By entering into the Agreement, Data Importer is deemed to have signed
these Standard Contractual Clauses incorporated herein, as of the Effective Date of the
Agreement.
Role (controller/processor): The Data Importer’s role is set forth in Section 2 of this Addendum.
2. Description of the Transfer
Data subjects As described in Exhibit A of the DPA
Categories of Personal Data As described in Exhibit A of the DPA
Special Category Personal Data (if applicable) As described in Exhibit A of the DPA
Nature of the Processing As described in Exhibit A of the DPA
Purposes of Processing As described in Exhibit A of the DPA
Duration of Processing and Retention (or the criteria As described in Exhibit A of the DPA
to determine such period)
Frequency of the transfer As necessary to provide perform all obligations and
rights with respect to Personal Data as provided in
the Agreement or DPA
Recipients of Personal Data Transferred to the Data Company’s list of Subprocessors can be found at:
Importer sessionrewind.com/sub-processors
3. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in
accordance with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK
Addendum shall be the UK Information Commissioner’s Officer.
Exhibit C
Description of the Technical and Organizational Security Measures implemented by the
Data Importer
The following includes the information required by Annex II of the EU SCCs and Annex II of the UK
Addendum.
Technical and Organizational Security Measure Details
Measures of pseudonymisation and encryption of Encryption of data in transit via HTTPS/TLS and
personal data at-rest using modern, industry standard ciphers.
Pseudonymisation and/or redaction of PII in logging
tools as required to ensure security and privacy.
Measures for ensuring ongoing confidentiality, Robust monitoring of system availability for outages
integrity, availability and resilience of processing and/or disruptions, processes for on-call engineering
systems and services and incident response, and secure daily backups of
all production data to support company RTO/RPO.
Measures for ensuring the ability to restore the Daily and continuous backups via our cloud providers
availability and access to personal data in a timely with the ability to perform point-in-time recovery.
manner in the event of a physical or technical incident
Processes for regularly testing, assessing and Session Rewind regularly conducts internal
evaluating the effectiveness of technical and penetration testing of production systems and
organizational measures in order to ensure the infrastructure, and makes use of third-party
security of the processing static-analysis tools, vulnerability scanning tools, and
application firewalls (e.g. CloudFlare) to detect
anomalous behavior and prevent intrusion.
Measures for user identification and authorization Users are assigned a unique ID for all system access,
which must be paired with a strong, unique password,
to gain access to any and all production systems.
Multi-factor authentication must be used where
available. The principle of least privilege is used to
limit system components and access privileges to the
minimum level required to fulfill job responsibilities.
Measures for the protection of data during Data is encrypted in transit using HTTPS/TLS with
transmission modern, secure ciphers.
Measures for the protection of data during storage Data is protected at-rest via our cloud providers with
encryption using modern ciphers. Stored data cannot
be accessed without appropriate authorization, and
access is logged.
Measures for ensuring physical security of locations Session Rewind does not maintain any physical
at which personal data are processed offices, however, the cloud servers which process
personal data are protected in world-class facilities by
our cloud vendors.
Measures for ensuring events logging Production events logging, such as user requests,
and changes to production data, have systematically
enforced logging with timestamps and changelogs (if
appropriate) in append-only logging infrastructure.
Measures for ensuring system configuration, including System configurations are template-based, and
default configuration changes to production system configurations are
systematically gated by access control following the
principles of least privilege.
Measures for internal IT and IT security governance Internal security measures include mandatory security
and management and phishing training, requirements for secure access
(including hardware requirements) to company tools
and software, and vulnerability scanning for all
company hardware and intranets. Employee
workstations are required to follow defined security
practices to mitigate the risks of data leakage and
malware that may compromise the devices, system
access and sensitive data.
Measures for certification/assurance of processes Session Rewind intends to work with external auditors
and products towards a SOC 2 certification in FY2024.
Measures for ensuring data minimisation The Session Rewind application collects only the
minimum amount of data required to provide the
service, and user data which is later categorized as
not required to provide the service on an ongoing
basis is securely deleted at regular intervals.
Measures for ensuring data quality Session Rewind automatically ensures data quality at
multiple levels, incorporating data validation and
quality checks at the input level, application-logic
level, and database level. Session Rewind also
incorporates regular manual checks on data quality
as part of standard operating procedure.
Measures for ensuring limited data retention Data is kept at minimum as long as is required to
comply with applicable local, regional, and federal
laws and regulations. Data whose retention is not
required for legal purposes or for providing the
service is automatically deleted from production
systems at regular intervals. Notwithstanding any
legal concerns to the contrary, customers may
request prompt deletion of their data.
Measures for ensuring accountability Session Rewind intends to undergo external
validation and automatic verification of our data
protection and security practices and policies, which
employees are required to agree to before beginning
their employment. Policies must be reviewed on a
regular cadence, and noncompliance with company
policies is subject to disciplinary action.
Measures for allowing data portability and ensuring Data used to provide the service is available both via
erasure self-service reports accessible from the Session
Rewind platform. Session Rewind complies with local,
state, and federal regulations with regard to data
erasure and will process claims for erasure in
accordance.
Technical and organizational measures of Session Rewind enters into Data Processing
sub-processors Agreements with its Authorized Sub-Processors with
data protection obligations substantially similar to
those contained in this DPA.
Exhibit D
UK Addendum
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses
Table 1: Parties
Start Date This UK Addendum shall have the same effective date as the DPA
The Parties Exporter Importer
Parties’ Details Customer Company
Key Contact See Exhibit B of this DPA See Exhibit B of this DPA
Table 2: Selected SCCs, Modules and Selected Clauses
EU SCCs The Version of the Approved EU SCCs which this UK Addendum is
appended to as defined in the DPA and completed by Section 6.2 and 6.3 of
the DPA.
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set
out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this UK Addendum
is set out in:
Annex 1A: List of Parties As per Table 1 above
Annex 2B: Description of Transfer See Exhibit B of this DPA
Annex II: Technical and organisational measures See Exhibit C of this DPA
including technical and organisational measures
to ensure the security of the data:
Annex III: List of Sub processors (Modules 2 and See Exhibit B of this DPA
3 only):
Table 4: Ending this UK Addendum when the Approved UK Addendum Changes
Ending this UK Addendum when the Approved ☒ Importer
UK Addendum changes ☒ Exporter
☐ Neither Party
Entering into this UK Addendum:
1. Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in
exchange for the other party also agreeing to be bound by this UK Addendum.
2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties,
for the purpose of making ex-UK Transfers, the Parties may enter into this UK Addendum in any
way that makes them legally binding on the Parties and allows data subjects to enforce their
rights as set out in this UK Addendum. Entering into this UK Addendum will have the same effect
as signing the Approved EU SCCs and any part of the Approved EU SCCs.
Interpretation of this UK Addendum
3. Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms
shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have
the following meanings:
UK Addendum means this International Data Transfer Addendum incorporating the EU
SCCs, attached to the DPA as Exhibit D.
EU SCCs means the version(s) of the Approved EU SCCs which this UK Addendum is
appended to, as set out in Table 2, including the Appendix Information
Appendix Information shall be as set out in Table 3
Appropriate means the standard of protection over the personal data and of data
Safeguards subjects’ rights, which is required by UK Data Protection Laws when you are
making an ex-UK Transfer relying on standard data protection clauses under
Article 46(2)(d) UK GDPR.
Approved UK means the template Addendum issued by the ICO and laid before
Addendum Parliament in accordance with s119A of the Data Protection Act 2018 on 2
February 2022, as may be revised under Section Error! Reference source
not found. of the UK Addendum.
Approved EU SCCs means the standard contractual clauses approved by the European
Commission in Commission Decision 2021/914 dated 4 June 2021, for
transfers of personal data to countries not otherwise recognized as offering
an adequate level of protection for personal data by the European
Commission (as amended and updated from time to time).
ICO means the Information Commissioner of the United Kingdom.
ex-UK Transfer shall have the same definition as set forth in the DPA .
UK means the United Kingdom of Great Britain and Northern Ireland
UK Data Protection means all laws relating to data protection, the processing of personal data,
Laws privacy and/or electronic communications in force from time to time in the
UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR shall have the definition set forth in the DPA.
4. The UK Addendum must always be interpreted in a manner that is consistent with UK Data
Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
5. If the provisions included in the UK Addendum amend the Approved EU SCCs in any way
which is not permitted under the Approved EU SCCs or the Approved UK Addendum, such
amendment(s) will not be incorporated in the UK Addendum and the equivalent provision of the
Approved EU SCCs will take their place.
6. If there is any inconsistency or conflict between UK Data Protection Laws and the UK
Addendum, UK Data Protection Laws applies.
7. If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning
which most closely aligns with UK Data Protection Laws applies.
8. Any references to legislation (or specific provisions of legislation) means that legislation (or
specific provision) as it may change over time. This includes where that legislation (or specific
provision) has been consolidated, re-enacted and/or replaced after the UK Addendum has been
entered into.
Hierarchy
9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over
all related agreements between the parties, the parties agree that, for ex-UK Transfers, the
hierarchy in Section 10 below will prevail.
10. Where there is any inconsistency or conflict between the Approved UK Addendum and the
EU SCCs (as applicable), the Approved UK Addendum overrides the EU SCCs, except where
(and in so far as) the inconsistent or conflicting terms of the EU SCCs provides greater protection
for data subjects, in which case those terms will override the Approved UK Addendum.
11. Where this UK Addendum incorporates EU SCCs which have been entered into to protect
ex-EU Transfers subject to the GDPR, then the parties acknowledge that nothing in the UK
Addendum impacts those EU SCCs.
Incorporation and Changes to the EU SCCs:
12. This UK Addendum incorporates the EU SCCs which are amended to the extent necessary
so that:
a. together they operate for data transfers made by the data exporter to the data importer, to
the extent that UK Data Protection Laws apply to the data exporter’s processing when
making that data transfer, and they provide Appropriate Safeguards for those data
transfers;
b. Sections 9 to 11 above override Clause 5 (Hierarchy) of the EU SCCs; and
c. the UK Addendum (including the EU SCCs incorporated into it) is (1) governed by the
laws of England and Wales and (2) any dispute arising from it is resolved by the courts of
England and Wales.
13. Unless the parties have agreed alternative amendments which meet the requirements of
Section 12 of this UK Addendum, the provisions of Section 15 of this UK Addendum will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12
of this UK Addendum may be made.
15. The following amendments to the EU SCCs (for the purpose of Section 12 of this UK
Addendum) are made:
a. References to the “Clauses” means this UK Addendum, incorporating the EU SCCs;
b. In Clause 2, delete the words: “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”,
c. Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s)
and in particular the categories of personal data that are transferred and the purpose(s)
for which they are transferred) are those specified in Annex I.B where UK Data Protection
Laws apply to the data exporter’s processing when making that transfer.”;
d. Clause 8.7(i) of Module 1 is replaced with: “it is to a country benefiting from adequacy
regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;
e. Clause 8.8(i) of Modules 2 and 3 is replaced with: “the onward transfer is to a country
benefiting from adequacy regulations pursuant to Section 17A of the UK GDPR that
covers the onward transfer;”
f. References to “Regulation (EU) 2016/679”, “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)” and “that Regulation” are all replaced by “UK Data
Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are
replaced with the equivalent Article or Section of UK Data Protection Laws;
g. References to Regulation (EU) 2018/1725 are removed;
h. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State”
and “EU or Member State” are all replaced with the “UK”;
i. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with
“Clause 11(c)(i)”;
j. Clause 13(a) and Part C of Annex I are not used;
k. The “competent supervisory authority” and “supervisory authority” are both replaced with
the “Information Commissioner”;
l. In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations
pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of
personal data to which these clauses apply;”;
m. Clause 17 is replaced with: “These Clauses are governed by the laws of England and
Wales.”;
n. Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by
the courts of England and Wales. A data subject may also bring legal proceedings
against the data exporter and/or data importer before the courts of any country in the UK.
The parties agree to submit themselves to the jurisdiction of such courts.”; and
o. The footnotes to the Approved EU SCCs do not form part of the UK Addendum, except
for footnotes 8, 9, 10 and 11.
Amendments to the UK Addendum
16. The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws
and/or courts of Scotland and Northern Ireland.
17. If the parties wish to change the format of the information included in Part 1: Tables of the
Approved UK Addendum, they may do so by agreeing to the change in writing, provided that the
change does not reduce the Appropriate Safeguards.
18. From time to time, the ICO may issue a revised Approved UK Addendum which:
a. makes reasonable and proportionate changes to the Approved UK Addendum, including
correcting errors in the Approved UK Addendum; and/or
b. reflects changes to UK Data Protection Laws;
The revised Approved UK Addendum will specify the start date from which the changes
to the Approved UK Addendum are effective and whether the parties need to review this
UK Addendum including the Appendix Information. This UK Addendum is automatically
amended as set out in the revised Approved UK Addendum from the start date specified.
19. If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum,
if a party will as a direct result of the changes in the Approved UK Addendum have a substantial,
disproportionate and demonstrable increase in:
a. its direct costs of performing its obligations under the UK Addendum; and/or
b. its risk under the UK Addendum,
and in either case it has first taken reasonable steps to reduce those costs or risks so
that it is not substantial and disproportionate, then that party may end this UK Addendum
at the end of a reasonable notice period, by providing written notice for that period to the
other party before the start date of the revised Approved UK Addendum.
20. The parties do not need the consent of any third party to make changes to this UK
Addendum, but any changes must be made in accordance with its terms.
Exhibit E
United States Privacy Law
This United States Privacy Law Exhibit (“Exhibit”) supplements the DPA and includes additional
information required by the CCPA and the VCDPA, in each case, as updated, amended or replaced from
time to time. Any terms not defined in this Exhibit shall have the meanings set forth in the DPA and/or the
Agreement.
A. CALIFORNIA
1. Definitions
1.1 For purposes of this Section A, the terms “Business,” “Business Purpose,” “Commercial
Purpose,” “Consumer,” “Personal Information,” “Processing,” “Sell,” “Service Provider,” “Share,”
and “Verifiable Consumer Request” shall have the meanings set forth in the CCPA.
1.2 All references to “Personal Data,” “Controller,” “Processor,” and “Data Subject” in the DPA
shall be deemed to be references to “Personal Information,” “Business,” “Service Provider,” and
“Consumer,” respectively, as defined in the CCPA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the
DPA), the parties acknowledge and agree that Company is a Service Provider for the purposes of
the CCPA (to the extent it applies) and Company is receiving Personal Information from
Customer in order to provide the Services pursuant to the Agreement, which constitutes a
Business Purpose.
2.2 Customer shall disclose Personal Information to Company only for the limited and specified
purposes described in Exhibit A to this DPA.
2.3 Company shall not Sell or Share Personal Information provided by Customer under the
Agreement.
2.4 Company shall not retain, use, or disclose Personal Information provided by Customer
pursuant to the Agreement for any purpose, including a Commercial Purpose, other than as
necessary for the specific purpose of performing the Services for Customer pursuant to the
Agreement, or as otherwise set forth in the Agreement or as permitted by the CCPA.
2.5 Company shall not retain, use, or disclose Personal Information provided by Customer
pursuant to the Agreement outside of the direct business relationship between Company and
Customer, except where and to the extent permitted by the CCPA.
2.6 Company shall notify Customer if it makes a determination that it can no longer meet its
obligations under the CCPA.
2.7 Company will not combine Personal Information received from, or on behalf of, Customer with
Personal Information that it receives from, or on behalf of, another party, or that it collects from its
own interaction with the Consumer.
2.8 Company shall comply with all obligations applicable to Service Providers under the CCPA,
including by providing Personal Information provided by Customer under the Agreement the level
of privacy protection required by CCPA.
2.9 Company shall only engage a new sub-processor to assist Company in providing the
Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including,
without limitation, by: (i) notifying Customer of such engagement via the notification mechanism
described in Section 4.1 of the DPA at least ten (10) days before enabling a new Sub-Processor;
and (ii) entering into a written contract with the sub-processor requiring sub-processor to observe
all of the applicable requirements set forth in the CCPA.
3. Consumer Rights
3.1 Company shall assist Customer in responding to Verifiable Consumer Requests to exercise
the Consumer’s rights under the CCPA as set forth in Section 7 of the DPA.
4. Audit Rights
4.1 To the extent required by CCPA, Company shall allow Customer to conduct inspections or
audits in accordance with Sections 8.3 and 8.4 of the DPA.
B. VIRGINIA
1. Definitions
1.1 For purposes of this Section B, the terms “Consumer,” “Controller,” “Personal data,”
“Processing,” and “Processor” shall have the meanings set forth in the VCDPA.
1.2 All references to “Data Subject” in this DPA shall be deemed to be references to “Consumer”
as defined in the VCDPA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the
DPA), the parties acknowledge and agree that Customer is a Controller and Company is a
Processor for the purposes of the VCDPA (to extent it applies).
2.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and
categories of Consumers are described in Exhibit A to this DPA.
2.3 Company shall adhere to Customer’s instructions with respect to the Processing of Customer
Personal Data and shall assist Customer in meeting its obligations under the VCDPA by:
2.3.1 Assisting Customer in responding to Consumer rights requests under the VCDPA
as set forth in Section 7 of the DPA;
2.3.2 Complying with Section 5 (“Security of Personal Data”) of the DPA with respect to
Personal Data provided by Customer;
2.3.3 In the event of a Personal Data Breach, providing information sufficient to enable
Customer to meet its obligations pursuant to Va. Code § 18.2-186.6; and
2.3.4 Providing information sufficient to enable Customer to conduct and document data
protection assessments to the extent required by VCDPA.
2.4 Company shall maintain the confidentiality of Personal Data provided by Customer and
require that each person Processing such Personal Data be subject to a duty of confidentiality
with respect to such Processing;
2.5 Upon Customer’s written request, Company shall delete or return all Personal Data provided
by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data
is required or authorized by law or the DPA and/or Agreement.
2.6 In the event that Company engages a new sub-processor to assist Company in providing the
Services to Customer under the Agreement, Company shall enter into a written contract with the
sub-processor requiring sub-processor to observe all of the applicable requirements of a
Processor set forth in the VCDPA.
3. Audit Rights
3.1 Upon Customer’s written request at reasonable intervals, Company shall, as set forth in
Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that
is reasonably necessary to demonstrate Company’s compliance with its obligations under the
VCDPA; and (ii) allow and cooperate with reasonable inspections or audits as required under the
VCDPA.