StreamSets Data Processing Addendum (DPA)

Updated: April 15, 2020

This Data Processing Addendum (“DPA“) forms part of, and is subject to, the terms and conditions of the StreamSets Platform Master Subscription Agreement, Platform Subscription Terms of Service or other StreamSets agreement which references this DPA (“Agreement“) between the party identified as the “Customer” or “you” in the Agreement and StreamSets.  All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.

By signing the Agreement Customer enters into this DPA and the Standard Contractual Clauses on behalf of itself and, to the extent required under applicable Data Protection Law, in the name and on behalf of its Affiliates permitted to use the Service pursuant to the Agreement between Customer and StreamSets and provided that such Affiliates have not entered into their own separate “Agreement” with StreamSets.  For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and such Affiliates.

RECITALS

  1. StreamSets and Customer have entered into the Agreement, pursuant to which StreamSets may have agreed to provide the Service.
  2. In the course of providing the Service to Customer pursuant to the Agreement, StreamSets may process Customer Personal Data on behalf of Customer and the parties agree to comply with the following provisions with respect to any Personal Data such that each party can comply with their respective obligations under applicable Data Protection Laws. This DPA should replace any comparable or additional rights relating to the processing of Customer Personal Data contained in the Agreement (including any existing data processing addendum to the Agreement).

The parties agree as follows:

    1. Definitions
      “Customer Personal Data” means any Configuration Data that is protected as “personal data”, “personally identifiable information” or “personal information” under applicable Data Protection Law and processed by StreamSets on behalf of Customer in connection with the Service, as more particularly described in Annex A of this DPA. “Data Protection Law(s)” means: (i) EU Data Protection Law  and (ii) the California Consumer Privacy Act of 2018, Cal. Civ. Code 1798.100 et seq (“CCPA‘”) including any laws implementing, amending, revoking, or replacing the CCPA, in each case as applicable to a party’s processing of Customer Personal Data under the Agreement. “EU Data Protection Law” means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Customer Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”), including any subordinate or implementing legislation and (ii) in respect of the United Kingdom, any legislation that replaces or converts into domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union.“Group” means any and all Affiliates that are part of an entity’s corporate group.“Security Incident” means any breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Personal Data transmitted, stored or otherwise processed by StreamSets and/or its Sub-processors in connection with the provision of the Service.  “Security Incident” shall not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks and other network attacks on firewalls or networked systems.“Standard Contractual Clauses” means the standard contractual clauses for processors as approved by the European Commission.“Sub-processor” means any processor engaged by StreamSets or its Affiliates to assist in fulfilling its obligations with respect to providing the Service pursuant to the Agreement or this DPA.  Sub-processors may include third parties or members of the StreamSets Group but shall exclude any StreamSets employee, contractor or consultant. The terms “controller”, “personal data”, “processor” and “processing” shall have the meaning given to them in EU Data Protection Law and “process”, “processes” and “processed” and the terms “business”, “commercial purpose”, “personal information”, “service provider“, “sell” and “verifiable consumer request” shall have the meaning given to them in the CCPA.
    2. Scope and Applicability of this DPA
      1. Scope. This DPA applies to the extent that StreamSets processes  as a processor or service provider (as applicable) any Customer protected by Data Protection Laws.
      2. Role of the Parties. If EU Data Protection Law applies to either party’s processing of Customer Personal Data, the parties acknowledge and agree that Customer is the controller of Customer Personal Data, and StreamSets shall process Customer Personal Data only as a processor on behalf of Customer, as further described in Annex A of this DPA.  Nothing in the Agreement (including this DPA) shall prevent StreamSets from using or sharing any data (including Customer Personal Data) that StreamSets would otherwise collect and process independently of Customer’s use of the Service.  Any processing of Customer Personal Data under or in connection with the Agreement shall be performed in accordance with applicable Data Protection Law.
      3. StreamSets Processing of Customer Personal Data. As a processor, StreamSets shall process Customer Personal Data only for the purposes described in this DPA and only in accordance with Customer’s documented lawful instructions.  The parties agree that the Agreement (including this DPA) sets out the Customer’s complete and final instructions to StreamSets in relation to the processing of Customer Personal Data and processing outside the scope of these instructions (if any) shall require prior written agreement between Customer and StreamSets.   StreamSets shall notify Customer in writing, unless prohibited from doing so under Data Protection Law, if it becomes aware or believes that any data processing instructions from Customer violate applicable Data Protection Law.
    3. Subprocessing
      1. Authorized Sub-processors. Customer agrees that StreamSets may engage Sub-processors to process Customer Personal Data on Customer’s behalf.  The Sub-processors currently engaged by StreamSets and authorized by Customer are listed at https://streamsets.com/streamsets-dpa-subprocessors. StreamSets shall notify Customer if it changes its Sub-processors at least 10 days prior to any such changes by sending an email to the email address designated by the Customer to receive notifications.
      2. Sub-processor Obligations. StreamSets shall: (i) enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect Customer Personal Data to the standard required by Data Protection Laws; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause StreamSets to breach any of its obligations under this DPA.
    4. Security and Audits
      1. Security Measures. StreamSets shall implement and maintain appropriate technical and organizational security measures designed to protect Customer Personal Data from Security Incidents and to preserve the security and confidentiality of the Customer Personal Data as described in the Security Policy (“Security Measures“).  StreamSets shall ensure that any person who is authorized by StreamSets to process Customer Personal Data shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
      2. Security Incident Response. Upon becoming aware of a Security Incident, StreamSets shall notify Customer without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer.
      3. Updates to Security Measures. Customer acknowledges that the Security Measures are subject to technical progress and development and that StreamSets may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Service purchased by the Customer.
      4. Customer Responsibilities. Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Service, including securing its Credentials, protecting the security of Customer Personal Data when in transit to and from the Service and taking any appropriate steps to securely encrypt or backup any Customer Personal Data processed in connection with the Service.
      5. Security Audits. On written request from Customer, StreamSets shall provide written responses (on a confidential basis) to all reasonable requests for information made by Customer related to its processing of Customer Personal Data, including responses to information security and audit questionnaires that are strictly necessary to confirm StreamSets’ compliance with this DPA, provided that Customer shall not exercise this right more than once in any 12 month rolling period.  Notwithstanding the foregoing, Customer may also exercise such audit right in the event Customer is expressly requested or required to provide this information to a data protection authority, or StreamSets has experienced a Security Incident, or other reasonably similar basis.
    5. International Transfers
      1. Processing Locations. StreamSets may transfer and process Customer Personal Data to and in the United States and anywhere else in the world where StreamSets, its Affiliates or its Sub-processors maintain data processing operations. StreamSets shall at all times ensure such transfers are made in compliance with the requirements of Data Protection Laws and this DPA.
      2. Transfer Mechanism.  Where StreamSets is a recipient of Customer Personal Data protected by EU Data Protection Laws in a third country not recognised as providing adequate protection for personal data (as described in EU Data Protection Laws), StreamSets agrees to abide by and process such Customer Personal Data in compliance with the Standard Contractual Clauses, which are incorporated in full by reference and form an integral part of this DPA.  For the purposes of the descriptions in the Standard Contractual Clauses: (i) StreamSets agrees that it is a “data importer” and Customer is the “data exporter” (notwithstanding that Customer may itself be an entity located in a third country) (ii) Annex A to this DPA and the Security Measures shall replace Appendix 1 and Appendix 2 of the Standard Contractual Clauses; and (iii) Annex B shall form Appendix 3 to the Standard Contractual Clauses.  It is not the intention of either party, nor the effect of this DPA, to contradict or restrict any of the provisions set forth in the Standard Contractual Clauses. Accordingly, if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA, the Standard Contractual Clauses shall prevail to the extent of such conflict.
    6. Return or Deletion of Customer Personal Data
      1. Deletion on Termination. Upon termination or expiry of the Agreement, StreamSets shall as soon as reasonably practicable delete all Customer Personal Data (including copies) in its possession or control in accordance with the Agreement, save that this requirement shall not apply to the extent StreamSets is required by applicable Law to retain some or all of the Customer Personal Data, or to Customer Personal Data it has archived on back-up systems, which such Customer Personal Data StreamSets shall securely isolate and protect from any further processing and delete in accordance with its deletion practices, except to the extent required by applicable Law.
      2. Deletion during the Subscription Term. Without prejudice to Section 6.1 above, Customer acknowledges and agrees that: (i) StreamSets shall during the Subscription Term routinely delete data it processes in connection with the provision of the Service and to the extent this results in the deletion of Customer Personal Data, this will constitute an instruction from Customer to StreamSets to delete such Customer Personal Data from StreamSets systems; and (ii) without prejudice to the foregoing, to the extent StreamSets inadvertently receives or otherwise processes Customer Personal Data during the Subscription Term that it does not need or otherwise require to provide the Service, Customer acknowledges and agrees that StreamSets may delete and/or return to Customer such Customer Personal Data.
    7. Rights of Data Subjects and Cooperation
      1. Data Subject Request. StreamSets shall (at Customer’s expense) taking into account the nature of the processing, provide all reasonable cooperation to assist Customer by appropriate technical and organisational measures, in so far as is possible, to respond to any requests from individuals or applicable data protection authorities relating to the processing of Customer Personal Data under the Agreement.  In the event that any such request is made to StreamSets directly, StreamSets shall not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so. If StreamSets is required to respond to such a request, StreamSets shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.
      2. Subpoenas and Court Orders. If a law enforcement agency sends StreamSets a demand for Customer Personal Data (for example, through a subpoena or court order), StreamSets shall give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless StreamSets is legally prohibited from doing so.
    8. Jurisdiction Specific Terms
      1. Europe.  To the extent Customer Personal Data is protected by EU Data Protection Laws, the following terms shall apply in addition to the terms in the remainder of this DPA:
                  1. Objection to Sub-processors.  Customer may object in writing to StreamSets’ appointment of a new Sub-processor on reasonable grounds relating to data protection (e.g. if making Customer Personal Data available to the Sub-processor may violate applicable EU Data Protection Law or weaken the protections for such Customer Personal Data) by notifying StreamSets promptly in writing within five (5) calendar days of receipt of StreamSets’ notice in accordance with Section 3.1 above.  Such notice shall explain the reasonable grounds for the objection. In such event, the parties shall discuss such concerns in good faith with a view to achieving commercially reasonable resolution. If no such resolution can be reached, StreamSets will, at its sole discretion, either not appoint such Sub-processor, or permit Customer to suspend or terminate the affected Service in accordance with the termination provisions in the Agreement without liability to either party (but without prejudice to any fees incurred by Customer prior to suspension or termination).
                  2. Data Protection Impact Assessment.  To the extent StreamSets is required under applicable Data Protection Law, StreamSets shall (at Customer’s expense) provide reasonably requested information regarding StreamSets processing of Customer Personal Data under the Agreement to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by Law.
      2. California.  ThisSection 8.2 applies to Customer Personal Data constituting personal information under the CCPA. For purposes of such personal information, Customer is a business and StreamSets is a service provider. Customer’s transfer of Customer Personal Data to StreamSets is not a sale, and StreamSets provides no monetary or other valuable consideration to Customer in exchange for Customer Personal Data. Except as otherwise instructed by Customer, StreamSets will not (a) sell the personal information or (b) collect, retain, use or disclose the personal information for any purpose (including any commercial purpose) other than to provide the Service under the Agreement, including as described in Section 4.2 (Configuration Data). As applicable to the Service, StreamSets will reasonably assist Customer with any verifiable consumer requests to retrieve or delete the consumers’ personal information.
    9. Limitation of Liability
      1. Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA (including the Standard Contractual Clauses) whether in contract, tort (including negligence) or under any other theory of liability, shall be subject to the limitations and exclusions of liability in the Agreement, and any reference in provisions to the liability of a party means the aggregate liability of that party and all of its Affiliates under and in connection with the Agreement and this DPA together.
      2. Except where applicable Data Protection Laws require a Customer Affiliate to exercise a right or seek any remedy under this DPA against StreamSets directly by itself, the parties agree that (i) solely the Customer entity that is the contracting party to the Agreement shall exercise any right or seek any remedy any Customer Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Affiliate individually but in a combined manner for all of its Affiliates together.
    10. Miscellaneous
      1. Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict, as it relates to the subject matter of this DPA.
      2. This DPA shall be deemed a part of and incorporated into the Agreement so that references in the Agreement to “Agreement” shall be interpreted to include this DPA.
      3. This DPA shall be governed by and construed in accordance with governing Law and jurisdiction provisions in the Agreement, unless required otherwise by Data Protection Laws

Annex A to the DPA

Details of Processing

StreamSets will process Customer Personal Data on behalf of Customer under or in connection with the provision of the Service (including for the avoidance of doubt any Trials and Betas), and the following section details the data processing:

  • Subject matter: The subject matter of the data processing under this DPA is the Customer Data.
  • Duration: The duration of the data processing under this DPA is until the termination of the Agreement in accordance with its terms plus the period from the expiry of the Agreement until deletion of Customer Personal Data by StreamSets in accordance with the terms of the Agreement
  • Categories of data: Customer may submit Customer Personal Data to StreamSets, the extent of which is determined and controlled by the Customer in its sole discretion, and which may include, but is not limited to Customer Personal Data relating to its Users and Customer’s employees, suppliers, and clients or any other individual.
  • Categories of data subjects. Customer subject include Customer, Users, Customer’s employees, suppliers and clients or any other individuals to whom Customer Personal Data pertains.
  • Nature and purposes of processing: (i) Processing to provide the Service in accordance with the Agreement; (ii) processing to perform any steps necessary for the performance of the Agreement; (iii) processing initiated by Customer in its use of the Service; and (iv) processing to comply with other reasonable instructions provided by Customer that are consistent with the terms of this Agreement (individually and collectively, the “Purpose“).
  • Processing operations: Customer Personal Data transferred will be processed in accordance with the Agreement (including this DPA) and may be subject to the following processing activities: (i) storage and other processing necessary to provide, maintain and improve the Service (as applicable) provided to Customer and/or (ii) disclosures in accordance with the Agreement and/or as compelled by applicable laws.

Annex B to the DPA

Additional to Standard Contractual Clauses as Appendix 3 to those Clauses

This Annex B forms part of and is added to the Standard Contractual Clauses that are incorporated into this DPA.  All defined terms used in this Annex B shall have the meaning given to it in the Standard Contractual Clauses unless otherwise defined in this Annex.   

Appendix 3 to the Standard Contractual Clauses

This Appendix 3 sets out the parties’ interpretation of their respective obligations under specific Clauses identified below.  Where a party complies with the interpretations set out in this Appendix, that party shall be deemed by the other party to have complied with its commitments under the Clauses.  

For the purposes of this Appendix, “DPA” means the Data Processing Addendum in place between data importer and data exporter and to which these Clauses are incorporated and “Agreement” shall have the meaning given to it in the DPA. 

 

Clause 4(h) and 8: Disclosure of these Clauses 

  1. Data exporter agrees that these Clauses constitute data importer’s Confidential Information as that term is defined in the Agreement and may not be disclosed by data exporter to any third party without data importer’s prior written consent unless permitted pursuant to Agreement.  This shall not prevent disclosure of these Clauses to a data subject pursuant to Clause 4(h) or a supervisory authority pursuant to Clause 8.

Clause 5(a): Suspension of data transfers and termination:

  1. The parties acknowledge that data importer may process the personal data only on behalf of the data exporter and in compliance with its instructions as provided by the data exporter and the Clauses.
  2. The parties acknowledge that if data importer cannot provide such compliance for whatever reason, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the Agreement.
  3. If the data exporter intends to suspend the transfer of personal data and/or terminate these Clauses, it shall endeavour to provide notice to the data importer and provide data importer with a reasonable period of time to cure the non-compliance (“Cure Period”).
  4. If after the Cure Period the data importer has not or cannot cure the non-compliance then the data exporter may suspend or terminate the transfer of personal data immediately.  The data exporter shall not be required to provide such notice in instances where it considers there is a material risk of harm to data subjects or their personal data.

Clause 5(f): Audit:

  1. Data exporter acknowledges and agrees that it exercises its audit right under Clause 5(f) by instructing data importer to comply with the audit measures described in Section 4 (Security and Audits) of the DPA.

Clause 5(j): Disclosure of subprocessor agreements

  1. The parties acknowledge the obligation of the data importer to send promptly a copy of any onward subprocessor agreement it concludes under the Clauses to the data exporter.
  2. The parties further acknowledge that, pursuant to subprocessor confidentiality restrictions, data importer may be restricted from disclosing onward subprocessor agreements to data exporter.  Notwithstanding this, data importer shall use reasonable efforts to require any subprocessor it appoints to permit it to disclose the subprocessor agreement to data exporter.
  3. Even where data importer cannot disclose a subprocessor agreement to data exporter, the parties agree that, upon the request of data exporter, data importer shall (on a confidential basis) provide all information it reasonably requires in connection with such subprocessing agreement to data exporter.

Clause 6: Liability

  1. Any claims brought under the Clauses shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement.  In no event shall any party limit its liability with respect to any data subject rights under these Clauses.

Clause 11:  Onward subprocessing

  1. Theparties acknowledge that, pursuant to FAQ II.1 in Article 29 Working Party Paper WP 176 entitled “FAQs in order to address some issues raised by the entry into force of the EU Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC” the data exporter may provide a general consent to onward subprocessing by the data importer.
  2. Accordingly, data exporter provides a general consent to data importer, pursuant to Clause 11 of these Clauses, to engage onward subprocessors.  Such consent is conditional on data importer’s compliance with the requirements set out in Section 3 (Subprocessing) of the DPA.
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