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Appiphony
Appiphony Products
Appiphony Product Data Processing Addendum
Effective Date: October 26th, 2025
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This Appiphony Product Data Processing Addendum (“DPA”) forms part of the Appiphony Product Services Agreement (“Agreement”) between Appiphony, LLC (“Appiphony”) and the Customer who has agreed to the Agreement for the use of online services, from Appiphony (identified as the “Service(s)” in the Agreement, and hereinafter defined as the “Services”) to reflect the parties’ agreement with regard to the Processing of Personal Data. Capitalized terms used, but not defined, in this DPA are defined in the Agreement.
In the course of providing the Service to Customer pursuant to the Agreement, Appiphony may Process Personal Data on behalf of Customer. Appiphony agrees to comply with the following provisions with respect to any Personal Data submitted by or for Customer to the Service, collected by or for Customer using the Service and/or and Processed in the provision of the Service.
1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Appiphony” means Appiphony, LLC, located at 1142 W. Madison St, STE 404, Chicago, IL 60607.
“Authorized Affiliate” means any of Customer's Affiliates(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and Appiphony, but has not signed an Order Form with Appiphony and is not a "Customer" as defined under this DPA.
“CCPA” means the California Consumer Privacy Act Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.
“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
“Customer” means the entity that executed the Agreement together with its Affiliates (for so long as they remain Affiliates) which have signed Order Forms.
“Customer Data” means what is defined in the Agreement as “Customer Data” or “Your Data,” provided that such data is electronic data and information submitted by or for Customer to the Services.
“Data Protection Laws and Regulations” means all laws and regulations applicable to the Processing of Personal Data under the Agreement, including those of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and its states.
“Data Subject” means the identified or identifiable person to whom Personal Data relates.
"Europe" means the European Union, the European Economic Area, Switzerland and the United Kingdom.
“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), including as implemented or adopted under the laws of the United Kingdom.
“Personal Data” means any Customer Data that constitutes personal data, personal information, or personally identifiable information as defined under applicable Data Protection Laws and Regulations. For clarity, references to Personal Data in this DPA are limited to Customer Data that is regulated under such laws.
“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic 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.
“Processor” means the entity which processes Personal Data on behalf of the Controller, including as applicable any "service provider" as that term is defined by the CCPA.
“Public Authority” means a government agency or law enforcement authority, including judicial authorities.
“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, as currently set out at https://eur- lex.europa.eu/eli/dec_impl/2021/914/oj.
“Sub-processor” means any Processor engaged by Appiphony.
2. PROCESSING OF PERSONAL DATA
2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data in the course of providing the Services to Customer pursuant to the Agreement, Customer is a Controller or a Processor, Appiphony is a Processor and that Appiphony will engage Sub-processors pursuant to section 5 “Sub-processors” below.
2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations including any applicable requirement to provide notice to Data Subjects of the use of Appiphony as Processor (including where the Customer is a Processor, by ensuring that the ultimate Controller does so). For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. 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 Service will not violate the rights of any Data Subject, including those that has opted-out from sales or other disclosures of Personal Data, to the extent applicable under Data Protection Laws and Regulations.
2.3 Appiphony’s Processing of Personal Data. Appiphony shall treat Personal Data as Confidential Information and shall Process Personal Data on behalf of and in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and applicable Order Form(s); (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.
2.4 Details of the Processing. The subject-matter of Processing of Personal Data by Appiphony is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Details of the Processing) to this DPA.
2.5 Customer Instructions. Appiphony shall inform Customer immediately (i) if, in its opinion, an instruction from Customer constitutes a breach of the GDPR and/or (ii) if Appiphony is unable to follow Customer’s instructions for the Processing of Personal Data.
3. RIGHTS OF DATA SUBJECTS
Appiphony shall, to the extent legally permitted, promptly notify Customer of any complaint, dispute or request it has received from a Data Subject such as a Data Subject's right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (each request being a “Data Subject Request”). Appiphony shall not respond to a Data Subject Request itself, except that Customer authorizes Appiphony to redirect the Data Subject Request as necessary to allow Customer to respond directly. Taking into account the nature of the Processing, Appiphony shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Appiphony shall upon Customer’s request use commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Appiphony is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Appiphony’s provision of such assistance.
4. APPIPHONY PERSONNEL
4.1 Confidentiality. Appiphony shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Appiphony shall ensure that such confidentiality obligations survive the termination of the personnel engagement.
4.2 Reliability. Appiphony shall take commercially reasonable steps to ensure the reliability of any Appiphony personnel engaged in the Processing of Personal Data.
4.3 Limitation of Access. Appiphony shall ensure that Appiphony’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.
4.4 Data Protection Officer. Appiphony will appoint a data protection officer where such appointment is required by Data Protection Laws and Regulations. The appointed person may be reached at privacy@apphiphony.com.
5. SUB-PROCESSORS
5.1 Appointment of Sub-processors. Customer acknowledges and agrees that Appiphony may engage third-party Sub-processors in connection with the provision of the Services. Appiphony has entered into a written agreement with each Sub-processor containing, in substance, data protection obligations not less protective than those in this DPA with respect to the protection of Customer Data to the extent applicable to the nature of the services provided by such Sub-processor.
5.2 List of Current Sub-processors and Notification of New Sub-processors. A current list of Sub-processors for the Service, including the identities of those Sub-processors and their country of location, is accessible here https://appiphony.com/legal/appiphony-product-sub-processors-list (“Sub-processor Lists”). Customer thereby consents to these Sub-processors, their locations and processing activities as it pertains to their Personal Data. Customer may receive notifications of new Sub-processors and updates to existing Sub- processors. Appiphony shall provide Customer with notification of new Sub-processor(s) before authorizing such new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services (“Updated Sub-processor List”).
5.3 Objection Right for New Sub-processors. Customer may object to Appiphony’s use of a new Sub-processor by notifying Appiphony in writing within thirty (30) days of receipt of an Updated Sub-processor List. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, Appiphony will use commercially 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 Service to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Appiphony is unable to make available such change within a reasonable period of time, which shall not exceed sixty (60) days, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by Appiphony without the use of the objected-to new Sub-processor, by providing written notice to Appiphony. Appiphony will refund to Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.
5.4 Liability. Appiphony shall be liable for the acts and omissions of its Sub-processors to the same extent Appiphony would be liable if performing the services of each Sub-processor directly under the terms of this DPA, save as otherwise set forth in the Agreement.
6. SECURITY
6.1 Controls for the Protection of Personal Data. Appiphony shall maintain administrative, physical and technical safeguards designed for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data, including Personal Data, in accordance with the Standard Contractual Clauses. Appiphony will not materially decrease the overall security of the Service during a subscription term.
6.2 Audit. Appiphony shall maintain an audit program to help ensure compliance with the obligations set out in this DPA and shall make available to Customer information to demonstrate compliance with the obligations set out in this DPA, including those obligations required by applicable Data Protection Laws and Regulations, as set forth in this section 6.2.
6.2.1. On-Site Audit. Customer may contact Appiphony to request an on-site audit of Appiphony’s Processing activities covered by this DPA (“On-Site Audit”). An On-Site Audit may be conducted by Customer either itself or through a Third-Party Auditor (as defined below in section 6.2.4) selected by Customer when:
(i) Customer has received a notice from Appiphony of a Customer Data Incident; or
(ii) such an audit is required by Data Protection Laws and Regulations or by Customer’s competent supervisory authority.
Any On-Site Audits will be limited to Customer Data Processing facilities operated by Appiphony. Customer acknowledges that Appiphony operates a multi-tenant cloud environment. Accordingly, Appiphony shall have the right to reasonably adapt the scope of any On-Site Audit to avoid or mitigate risks with respect to, and including, service levels, availability, and confidentiality of other Appiphony’s customers’ information.
6.2.2. Reasonable Exercise of Rights. An On-Site Audit shall be conducted by Customer or its Third-Party Auditor:
(i) acting reasonably, in good faith, and in a proportional manner, taking into account the nature and complexity of the Services used by Customer;
(ii) up to one time per year with at least three weeks’ advance written notice. If an emergency justifies a shorter notice period, Appiphony will use good faith efforts to accommodate the On-Site Audit request; and
(iii) during Appiphony’s normal business hours, under reasonable duration and shall not unreasonably interfere with Appiphony’s day-to-day operations.
Before any On-Site Audit commences, Customer and Appiphony shall mutually agree upon the scope, timing, and duration of the audit and the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by or on behalf of Appiphony.
6.2.3. Third-Party Auditor. A Third-Party Auditor means a third-party independent contractor that is not a competitor of Appiphony. An On-Site Audit can be conducted through a Third Party Auditor if:
(i) prior to the On-Site Audit, the Third-Party Auditor enters into a non-disclosure agreement containing confidentiality provisions no less protective than those set forth in the Agreement to protect Appiphony’s proprietary information; and
(ii) the costs of the Third-PartyAuditor are at Customer’s expense.
6.2.4. Findings. Customer must promptly provide Appiphony with information regarding any non-compliance discovered during the course of an On-Site Audit.
6.3 Attestations/Certifications. Upon Customer’s written request no more frequently than once annually, Appiphony shall provide to Customer a copy of Appiphony’s then most recent security attestations and/or certification(s) in place for the Service. Appiphony may require Customer to sign a nondisclosure agreement reasonably acceptable to Appiphony before Appiphony provides a copy of such security attestations/certification(s) to Customer.
6.4 Data Protection Impact Assessment. Upon Customer’s request, Appiphony shall provide Customer with reasonable cooperation and assistance needed to fulfill Customer’s obligation under Data Protection Laws and Regulations 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 Appiphony.
7. CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION
Appiphony maintains security incident management policies and procedures and shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by Appiphony or its Sub-processors of which Appiphony becomes aware (a “Customer Data Incident”). Appiphony shall make reasonable efforts to identify the cause of such Customer Data Incident and take such steps as Appiphony deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within Appiphony’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.
8. GOVERNMENT ACCESS REQUESTS
8.1 Appiphony requirements. In its role as a Processor, Appiphony shall maintain appropriate measures to protect Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including by implementing appropriate technical and organizational safeguards to protect Personal Data against any interference that goes beyond what is necessary in a democratic society to safeguard national security, defense, and public security.
If Appiphony receives a legally binding request to access Personal Data from a Public Authority, Appiphony shall, unless legally prohibited, promptly notify Customer and provide a summary of the nature of the request. If Appiphony is prohibited by law from providing such notification, Appiphony shall use commercially reasonable efforts to obtain a waiver of the prohibition to enable Appiphony to communicate as much information as possible, as soon as possible.
Appiphony shall challenge any such request if, after careful assessment, it concludes there are reasonable grounds to consider the request unlawful, and shall seek interim measures to suspend the effects of the request until a competent judicial authority has decided on its merits. Appiphony will not disclose Personal Data until required to do so under the applicable procedural rules. In all cases, Appiphony will disclose only the minimum amount of information necessary in response to such requests, consistent with applicable law.
Appiphony shall promptly notify Customer if it becomes aware of any direct access by a Public Authority to Personal Data and provide information available to Appiphony in this respect, to the extent permitted by law. For the avoidance of doubt, this DPA shall not require Appiphony to pursue action or inaction that could result in civil or criminal penalties for Appiphony, such as contempt of court.
Appiphony certifies that it (1) has not purposefully created back doors or similar programming to allow access to the Services and/or Personal Data by any Public Authority; (2) has not purposefully created or changed its business processes in a manner that facilitates such access; and (3) as of the Effective Date, is not aware of any national law or government policy requiring Appiphony to create or maintain back doors, or to facilitate access to the Services and/or Personal Data.
8.2 Sub-processors requirements. Appiphony shall ensure that Sub-processors involved in the Processing of Personal Data are subject to the relevant commitments regarding Government Access Requests under the Standard Contractual Clauses. In particular, Sub-processors must (i) promptly notify Appiphony of any legally binding request from a Public Authority to disclose Personal Data (unless legally prohibited), (ii) disclose only the minimum amount of information necessary, consistent with applicable law, and (iii) implement appropriate technical and organizational measures to protect Personal Data against unlawful or disproportionate access.
9. RETURN AND DELETION OF CUSTOMER DATA
Appiphony shall return Customer Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and timeframes specified in the Agreement. For clarity, Appiphony does not persistently store Customer Data except as necessary to transmit, process, or temporarily cache such data during the normal operation of the Services. Any such transitory data will be deleted within a reasonable time, unless legally required to retain it. Until Customer Data is deleted or returned, Appiphony shall continue to comply with this DPA and its Schedules.
10. AUTHORIZED AFFILIATES
10.1 Contractual Relationship. The parties acknowledge and agree that, by executing the Agreement, Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Appiphony and each such Authorized Affiliates subject to the provisions of the Agreement, this section 10, and section 11. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Agreement and is only a party to this DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement, and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.
10.2 Communication. The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Appiphony under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.
10.3 Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to the DPA with APPIPHONY, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, subject to the following:
10.3.1 Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Appiphony directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Authorized Affiliate individually but in a combined manner for all of its Authorized Affiliates together. reasonable
11. LIMITATION OF LIABILITY
Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Appiphony, whether in contract, tort or under any other theory of liability, is subject to the “Limitation of Liability” clause of the Agreement, and any reference in such clause to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.
For the avoidance of doubt, Appiphony’s total liability for all claims from the Customer and all of its Authorized Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under this Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.
12. EUROPE-SPECIFIC PROVISIONS
12.1 Definitions. For the purposes of this section 12 and Schedule 1 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).
12.2 GDPR. Appiphony will Process Personal Data in accordance with the GDPR requirements directly applicable to Appiphony’s provision of its Service.
12.3 Transfer mechanisms for data transfers. If, in the performance of the Services, Personal Data that is subject to the GDPR or any other law relating to the protection or privacy of individuals that applies in Europe is transferred out of Europe to countries which do not ensure an adequate level of data protection within the meaning of the Data Protection Laws and Regulations of Europe, 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 Data Protection Laws and Regulations of Europe:
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 Appiphony 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 section 2 of 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 Appiphony 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 sections 2 and 3 of Schedule 1.
12.4 Impact of local laws. As of the Effective Date, Appiphony has no reason to believe that the laws and practices in any third country of destination applicable to its Processing of the Personal Data, including any requirements to disclose Personal Data or measures authorizing access by a Public Authority, prevent Appiphony from fulfilling its obligations under this DPA. If Appiphony reasonably believes that any existing or future enacted or enforceable laws and practices in the third country of destination applicable to its Processing of the Personal Data ("Local Laws") prevent it from fulfilling its obligations under this DPA, it shall promptly notify Customer. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination for such terminated Services. Appiphony shall use reasonable efforts to make available to the affected 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 the Local Laws without unreasonably burdening Customer. If Appiphony is unable to make available such change 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 Appiphony in accordance with the Local Laws by providing written notice to Appiphony. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination for such terminated Services.
13. ORDER OF PRECEDENCE
In the event of a conflict or inconsistency between this DPA and the Agreement, this DPA shall prevail with respect to the Processing of Personal Data.
List of Schedules
Schedule 1: Transfer Mechanisms for European Data Transfers
Schedule 2: Description of Processing/Transfer
The parties’ authorized signatories have duly executed this DPA:
SCHEDULE 1 - TRANSFER MECHANISMS FOR EUROPEAN DATA TRANSFERS
1. STANDARD CONTRACTUAL CLAUSES OPERATIVE PROVISIONS AND ADDITIONAL TERMS
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 Appiphony 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, include such Authorized Affiliate. Where this section 1 does not explicitly mention EU C-to- P Transfer Clauses or EU P-to-P Transfer Clauses it applies to both of them.
1.1 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 Appendix to the Standard Contractual Clauses are set out in Schedule 2.
1.2 Docking clause. The option under clause 7 shall not apply.
1.3 Instructions. This DPA and the Agreement are Customer’s complete and final documented instructions at the time of signature of the Agreement to Appiphony 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 are set out in section 2.3 of this DPA and include onward transfers to a third party located outside Europe for the purpose of the performance of the Services.
1.4 Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in clause 8.5 and 16(d) of the Standard Contractual Clauses shall be provided by Appiphony to Customer only upon Customer's written request.
1.5 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 in the Agreement and DPA 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 measures and policies implemented and maintained by Appiphony 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 will be handled in accordance with section 7 (Customer Data Incident Management and Notification) of this DPA.
1.6 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 6.2 of this DPA.
1.7 General authorization for use of Sub-processors. Option 2 under clause 9 shall apply. For the purposes of clause 9(a), Appiphony has Customer’s general authorization to engage Sub-processors in accordance with section 5 of this DPA. Appiphony shall make available to Customer the current list of Sub-processors in accordance with section 5.2 of this DPA.
1.8 Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to clause 9(a),
Customer acknowledges and expressly agrees that Appiphony may engage new Sub-processors as described in sections 5.2 and 5.3 of this DPA. Appiphony shall inform Customer of any changes to Sub-processors following the procedure provided for in section 5.2 of this DPA.
1.9. Complaints - Redress. For the purposes of clause 11, and subject to section 3 of this DPA, Appiphony shall inform data subjects on its website of a contact point authorized to handle complaints. Appiphony shall inform Customer if it receives a complaint by, or a dispute from, a Data Subject with respect to Personal Data and shall without undue delay communicate the complaint or dispute to Customer. Appiphony shall not otherwise have any obligation to handle the request (unless otherwise agreed with Customer). The option under clause 11 shall not apply.
1.10. Liability. Appiphony’s liability under clause 12(b) shall be limited to any damage caused by its Processing where Appiphony 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.
1.11. Supervision. Clause 13 shall apply as follows:
1.11.1. 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.
1.11.2. 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.
1.11.3. 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), without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679, the Commission nationale de l'informatique et des libertés (CNIL) – 3 Place de Fontenoy, 75007 Paris, France – shall act as the competent supervisory authority.
For the avoidance of doubt, Appiphony designates CNIL as its default competent supervisory authority for EU data transfers where no other supervisory authority applies, consistent with common industry practice for U.S.-based data processors.
1.11.4. Where Customer is established in the United Kingdom or falls within the territorial scope of application of the Data Protection Laws and Regulations of the United Kingdom (“UK Data Protection Laws and Regulations”), the Information Commissioner's Office (“ICO”) shall act as competent supervisory authority.
1.11.5. Where Customer is established in Switzerland or falls within the territorial scope of application of the Data Protection Laws and Regulations of Switzerland (“Swiss Data Protection Laws and Regulations”), the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.
1.12. Notification of Government Access Requests. For the purposes of clause 15(1)(a), Appiphony 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.
1.13. Governing Law. The governing law for the purposes of clause 17 shall be the law that is designated in the Governing Law section of the Agreement. If the Agreement is not governed by an EU Member State law, the Standard Contractual Clauses will be governed by the laws of France.
1.14. Choice of Forum and Jurisdiction. The courts under clause 18 shall be those designated in the Venue section of 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 France shall have exclusive jurisdiction to resolve any dispute arising from the Standard Contractual Clauses. For Data Subjects habitually resident in Switzerland, the courts of Switzerland are an alternative place of jurisdiction in respect of disputes.
1.15. Appendix. The Appendix shall be completed as follows:
The contents of section 1 of Schedule 2 shall form Annex I.A to the Standard Contractual Clauses
The contents of sections 2 to 9 of Schedule 2 shall form Annex I.B to the Standard Contractual Clauses
The contents of section 10 of Schedule 2 shall form Annex I.C to the Standard Contractual Clauses
The contents of section 11 of Schedule 2 to this Exhibit shall form Annex II to the Standard Contractual
Clauses.
1.16. Data Exports from the United Kingdom under the Standard Contractual Clauses. For data transfers governed by UK Data Protection Laws and Regulations, the Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as revised under Section 18 of those Mandatory Clauses ("Approved Addendum") shall apply. The information required for Tables 1 to 3 of Part One of the Approved Addendum is set out in Schedule 2 of this DPA (as applicable). For the purposes of Table 4 of Part One of the Approved Addendum, neither party may end the Approved Addendum when it changes.
1.17. Data Exports from Switzerland under the Standard Contractual Clauses. For data transfers governed by Swiss Data Protection Laws, the Standard Contractual Clauses also apply to the transfer of information relating to an identified or identifiable legal entity where such information is protected similarly as Personal Data under Swiss Data Protection Laws until such laws are amended to no longer apply to a legal entity. In such circumstances, 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 Swiss Data Protection Laws.
1.18. 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.
2. 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 to the following:
2.1. Instructions and notifications. For the purposes of clause 8.1(a), Customer hereby informs Appiphony 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 Appiphony for the appointment of Sub-processors in accordance with this DPA, have been authorized by the relevant Controller. Customer shall be solely responsible for forwarding any notifications received from Appiphony to the relevant Controller where appropriate.
2.2. Security of Processing. For the purposes of clause 8.6(c) and (d), Appiphony shall provide notification of a personal data breach concerning Personal Data Processed by Appiphony to Customer.
2.3. Documentation and Compliance. For the purposes of clause 8.9, all enquiries from the relevant Controller shall be provided to Appiphony by Customer. If Appiphony 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.
2.4 Data Subject Rights. For the purposes of clause 10 and subject to section 3 of this DPA, Appiphony 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.
SCHEDULE 2 - DESCRIPTION OF PROCESSING/TRANSFER
1. 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 in the European Union.
Name: Customer and its Authorized Affiliates.
Address:
Contact person’s name, position and contact details:
Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the Agreement.
Signature and date:
Role: For the purposes of the EU C-to-P Transfer Clauses Customer and/or its Authorized Affiliate is a Controller. For the purposes of the EU P-to-P Transfer Clauses Customer and/or its Authorized Affiliate is a Processor.
Data importer(s): Identity and contact details of the data importer(s), including any contact person with responsibility for data protection.
Name: Appiphony, LLC
Address: 1142 W. Madison Avenue, Suite 404, Chicago, IL 60607
Contact person’s name, position and contact details: George Kenessey, CEO, george@appiphony.com
Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the Agreement.
Signature and date:
Role: Processor
2. CATEGORIES OF DATA SUBJECTS WHOSE PERSONAL DATA IS TRANSFERRED
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:
Prospects, customers, business partners and vendors of Customer (who are natural persons)
Employees or contact persons of Customer’s prospects, customers, business partners and vendors
Employees, agents, advisors, freelancers of Customer (who are natural persons)
Customer’s Users authorized by Customer to use the Services
3. CATEGORIES OF PERSONAL DATA TRANSFERRED
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:
First and last name
Title
Position
Employer
Contact information (company, email, phone, physical business address)
ID data
Professional life data
Personal life data
Localization data
4. SENSITIVE DATA TRANSFERRED (IF APPLICABLE)
Data exporter may submit special categories of data to the Services, the extent of which is determined and controlled by the data exporter in its sole discretion. Such special categories may include, for example, Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade-union membership, as well as genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person’s sex life or sexual orientation.
For clarity, Appiphony does not require or request that Customer submit Sensitive Data to the Services. Customer remains solely responsible for determining whether to submit Sensitive Data and ensuring that any such submission complies with applicable law and with Appiphony’s Policies (including the Artificial Intelligence Acceptable Use Policy).
5. FREQUENCY OF THE TRANSFER
The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis):
One-off or continuous basis during the term of the Agreement, depending on the use of the Services by Customer.
6. NATURE OF THE PROCESSING
The nature of the Processing is the performance of the Services pursuant to the Agreement.
7. PURPOSE OF PROCESSING, THE DATA TRANSFER AND FURTHER PROCESSING
Appiphony will Process Personal Data as necessary to perform the Services pursuant to the Agreement, and as further instructed by Customer in its use of the Services.
8. DURATION OF PROCESSING
Appiphony will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.
9. SUB-PROCESSOR TRANSFERS
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:
As per 7 above, the Sub-processor will Process Personal Data as necessary to perform the Services pursuant to the Agreement. The Sub-processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing. Identities of the Sub-processors used for the provision of the Services and their country of location are set forth at https://appiphony.com/legal/appiphony-product-sub-processors-list.
10. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with clause 13: the supervisory authority specified in section 1.11 of Schedule 1 shall act as the competent supervisory authority.
11. TECHNICAL AND ORGANIZATIONAL MEASURES
Data Importer will maintain administrative, physical, and technical safeguards for protection of the security,
confidentiality and integrity of Personal Data uploaded to the Services, as Data Importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the Service in accordance with Clauses 4(d) and 5(c) and/or any security, privacy and architecture documentation made reasonably available by data importer. Data Importer will not materially decrease the overall security of the Service during a subscription term. Data Subject Requests shall be handled in accordance with section 3 of the DPA.
Previous Versions:
Appiphony Product Data Processing Addendum on August 9, 2024
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