Data Processing and Information Security Addendum ("Addendum")

Updated on: September 28, 2021
This Addendum is an addendum to Service Terms and Conditions between Customer (the "Customer" in this Addendum) and Asap Lab, LTD ("Asap Lab"). Each party is referred to as a "Party" and together the "Parties".
  1. Asap Lab has developed and operates certain web-based software applications and data collection platforms (the "Products") that it makes available via the Internet.
  2. Customer wishes to use the Products in its business operations for the purpose of collecting the data to improve the digital marketing and analytics business processes of the Customer (the "Business Purpose").
  3. Asap Lab has agreed, or may agree after the date of this Addendum, pursuant to a Service Terms and Conditions or otherwise, to supply the Products to Customer, which may involve the processing of Customer Data by Asap Lab (including Personal Data). In so doing, the Parties intend that Customer shall be the Controller and Asap Lab shall be the Processor.
  4. In compliance with the provisions of the General Data Protection Regulation and the applicable national Data Protection Laws, the Parties wish to agree this Addendum.
In consideration of the mutual covenants and undertakings stated herein, THE PARTIES AGREE AS FOLLOWS:
1.1 Definitions
"Additional Services" means those services undertaken by a Asap Lab employee or contractor, as may be more particularly described in the Service Terms and Conditions.
"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.
"Authorized Users" means those employees, agents and independent contractors of Customer or a Customer Affiliate who have been Authorised by Customer to use the Products in accordance with the Service Terms and Conditions.
"Customer Data" means (i) the Personal Data inputted by Customer or any Authorised User, or Asap Lab on the Customer's behalf, for the purpose of using the Products or facilitating Customer's use of the Products, and (ii) Personal Data inputted by and collected from End Users.
"Customer Site" means those properties (including domains and mobile applications) owned and operated by Customer or one of its affiliates on which Asap Lab has agreed to provide the Products, as such properties are more particularly detailed in the Service Terms and Conditions.
"Data Protection Laws" means all applicable data protection laws and regulation in the jurisdiction where the Customer is located, including Regulation (EU) 2016/679 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"), Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications) as the parties anticipate will be replaced by ePrivacy Regulation and applicable local data protection laws.
"End User" means an end user of the Customer Site(s).
"Instruction" means an instruction, issued by Customer to Asap Lab, and directing the same to perform a specific action with regard to Personal Data as further set out in Section 3.2 of this Addendum.
"Personal Data" means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.
"Personnel" means all persons authorized to process Personal Data under this Addendum.
"Products" means the products ordered by Customer under the Service Terms and Conditions and other agreements, but expressly excluding any third-party products or services.
"Purposes" means the purposes for which Asap Lab Processes Personal Data as listed in Section 2 of this Addendum.
"Asap Lab Group" means Asap Lab and its Affiliates engaged in the Processing of Personal Data.
"Security Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise Processed.
"Services" means Products and Additional Services.
"Sub-Processor" means any Processor engaged by Asap Lab or a member of the Asap Lab Group.

1.2 All capitalised terms used but not defined in this Addendum shall have the meaning ascribed to such terms in the Service Terms and Conditions. In the case of conflict or ambiguity between any provision in this Addendum and any provision contained in the Service Terms and Condition, the provision in the Service Terms and Conditions shall prevail.

1.3 References to the terms "Processor", "Controller", "Processing", "Processed" and "Data Subject" in this Addendum shall be construed in accordance with the meanings attributed to them in the General Data Protection Regulation.

1.4 Where the words "include", "includes", "including" or "in particular" are used in an Addendum, they are deemed to have the words without limitation following them.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Addendum. Such reference shall include all subordinate legislation made as at the date of the Addendum under that statute or statutory provision.
The following Personal Data are Processed by Asap Lab on behalf of Customer under the Addendum:
3.1. Customer acknowledges and agrees that:
  1. it is Customer's responsibility as Controller to ensure that its use of the Products complies with all Data Protection Laws applicable to Customer (including, in particular, in respect of the placing and use of cookies upon which the Products rely and the capturing of any consents required to be obtained from the relevant End User);
  2. if Customer requests Asap Lab to transfer Customer Data (including Personal Data) to a third party, Customer is solely responsible and liable for this transfer and in any event, Customer shall not act or omit to act in a way which places Asap Lab in breach of any applicable Data Protection Laws;
  3. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and copyright of all Customer Data. Asap Lab is under no duty to investigate the completeness, accuracy or sufficiency of the Customer Data, including Personal Data.
  4. Customer undertakes not to use the Services to process or request Asap Lab to process any sensitive personal data or any payment card information.
3.2 Asap Lab shall Process Customer Data only on Instructions from Customer. Customer instructs Asap Lab to Process the types of Personal Data listed in Section 2 of this Addendum and in the Service Terms and Conditions for the Purposes. This is the final Instruction of Customer to Asap Lab with regard to the Processing of Customer Data. If Customer requests Asap Lab to Process Customer Data outside the scope of this Addendum, it is Customer's obligation to enter into an additional agreement Asap Lab and Customer will have to bear the costs (if any) for such additional Processing.

3.3 In case of a claim of a Data Subject against Asap Lab, Customer undertakes to assist Asap Lab with regard to the verification of the active legitimation and subject matter in the defense of the claim.

3.4 Customer grants to Asap Lab the non-exclusive, worldwide right to copy, adapt, transmit, communicate, display, distribute and create compilations and derivative works of the Customer Data for the purpose of providing the Services pursuant to the Service Terms and Conditions and to improve or enhance such Services. This licence includes use of Customer Data to compile, use and disclose anonymous, aggregated statistics that include Customer Data, provided that no such information will directly identify and cannot reasonably be used to identify Customer or Customer's End Users. Customer shall be solely responsible for ensuring that Customer has obtained all necessary third party consents and made all required disclosures in connection with the foregoing grant.
4.1 Asap Lab shall Process Personal Data only to the extent, and in such a manner, as is reasonably necessary for the Purposes, and in accordance with the Service Terms and Conditions and Customer's written Instructions from time to time, unless the exception in Article 28 (3) (a) of the General Data Protection Regulation applies.

4.2 Asap Lab shall keep a record of any Processing of Personal Data it carries out on behalf of Customer and shall only disclose such records to third parties with the prior written consent of Customer, unless provided otherwise by applicable law.

4.3 At Customer's request and sole expense, Asap Lab shall provide to Customer a copy of all Personal Data held by it under the Addendum in a commonly used and machine-readable format.

4.4 Asap Lab shall notify Customer promptly in writing (and in any event within five (5) working days of receipt) of any communication received from a Data Subject relating to its rights to access, modify, correct, erase or block his or her Personal Data.

4.5 To the extent not prohibited by applicable Data Protection Laws and applicable national laws, Asap Lab shall notify Customer as soon as reasonably practicable in writing of any subpoena or other judicial or administrative order or proceeding seeking access to, or disclosure of, Personal Data. Asap Lab acknowledges that Customer may, at its sole expense, seek to defend against or contest such action in lieu of and on behalf of Asap Lab.

4.6 Asap Lab shall assist Customer within the scope of its ability to fulfil the requests and claims of Data Subjects laid down in Chapter III of the General Data Protection Regulation and to comply with the obligations pursuant to Articles 32 to 36 of the General Data Protection Regulation. To the extent Customer has notification or communication obligations in case of a Security Incident, Asap Lab undertakes to provide cooperation and support to Customer at Customer's sole expense.

4.7 Asap Lab is not obliged to actively monitor Instructions for infringements of Data Protection Laws. Without prejudice to the foregoing, Asap Lab shall notify the Customer immediately upon becoming aware that an Instruction infringes Data Protection Laws.

4.8 Asap Lab shall comply with its obligation to implement a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Processing pursuant to Article 32 (1) (d) of the General Data Protection Regulation.
5.1 Asap Lab shall implement appropriate technical and organizational measures to protect the Customer Data, which shall be designed to meet the requirements of the General Data Protection Regulation (Article 32). In particular, Asap Lab shall implement technical and organizational measures to provide the on-going confidentiality, integrity, availability and resilience of processing systems and services. The technical and organizational measures are described in Annex 1 to this Addendum. Customer has knowledge of these technical and organizational measures and is responsible for ensuring that they provide an appropriate level of protection for the risks of the Customer Data to be Processed. Asap Lab may update or modify the measures listed in Annex 1 from time to time provided that such updates or modifications do not result in any material degradation of the security of the Customer Data.

5.2 Asap Lab shall notify Customer without undue delay after becoming aware of a Security Incident and assist Customer with its third party notification and communication obligations, taking into account the nature of Processing and the information available to Asap Lab. However, Customer is solely responsible for fulfilling any third party notification and communication obligations. Asap Lab will take, where appropriate, measures to mitigate the possible adverse effects of the Security Incident.

5.3 In the event of any loss or damage to Customer Data, Asap Lab shall use commercially reasonable endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Asap Lab in accordance with its standard archiving procedures.

5.4 Asap Lab shall not be responsible for any destruction, loss, alteration or disclosure of Customer Data caused by any third party (except any third parties sub-contracted by Asap Lab to perform services related to Customer Data maintenance and back-up).
6.1 Asap Lab shall provide that access to Customer Data is limited to those Personnel who need access to the Customer Data to meet Asap Lab's obligations under this Addendum and/or the Service Terms and Conditions

6.2 Asap Lab shall provide that all Personnel authorized to Process Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
7.1 Asap Lab shall make available to Customer such information as is requested by Customer to demonstrate its compliance with applicable statutory obligations, in a commonly used and machine-readable format.

7.2 In cases of official requests of data protection authorities with jurisdiction over the Processing hereunder, or, in case Customer has reasonable grounds to assume that a Security Incident has taken place, Customer may upon at least fourteen days prior written notice to Asap Lab conduct a site visit of the applicable Asap Lab operations center at Customer's expense by a representative of Customer or its independent third party auditor. Such audits shall be carried out at normal business hours without disrupting the on-going business operations of Asap Lab. Asap Lab may make the audits dependant on the signing of a nondisclosure agreement with Asap Lab. If the auditor commissioned by Customer is in a competitive relationship with Asap Lab, Asap Lab shall have the right to object to Customer.
8.1 Customer consents that (i) Asap Lab's Affiliates can be retained as Sub-processors; and (b) Asap Lab and Asap Lab's Affiliates shall be entitled to subcontract Asap Lab's obligations specified in this Addendum to third-party Sub-processors. Asap Lab or a Asap Lab Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations no less protective than those contained in this Addendum with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor.

8.2 Customer approves the Sub-processors identified on the Asap Lab Infrastructure and Sub-processors. The following table describes the countries and legal entities engaged in the storage of Customer Data. In addition, Asap Lab may store across its data storage locations identifying information about Customer's instance(s) of the Products and identifying information about Authorized Users for the purposes of rendering the Products, such as facilitating the login process and the provision of customer support.
8.3 Customer may object to Asap Lab's use of a new Sub-processor by notifying Asap Lab promptly in writing within ten (10) business days after receipt of Asap Lab's notice in accordance with the mechanism set out in Section 8.2. hereof. If Customer does not object within the deadline, the consent to the change of Sub-processor shall be deemed to be given. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, Asap Lab will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer's configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Asap Lab is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Service Terms and Conditions with respect only to those Services which cannot be provided by Asap Lab without the use of the objected-to new Sub-processor by providing written notice to Asap Lab. Asap Lab will refund Customer any prepaid fees covering the remainder of the term of such Service Terms and Conditions following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.
The limitation of liability agreed between the Parties in the Service Terms and Conditions shall also apply to this Addendum, unless otherwise expressly agreed.
10.1 Upon expiry or termination of the Service Terms and Conditions or this Addendum, or upon earlier request by Customer, Asap Lab shall – at the choice of Customer - return to Customer or securely delete or destroy all Customer Data and existing copies (including Personal Data) in a manner appropriate to the sensitivity thereof, unless applicable Data Protection Laws require storage of the Customer Data. Asap Lab shall provide written confirmation to Customer that the deletion process has been completed.

10.2 The Addendum is an attachment to and integral part of the Service Terms and Conditions. This Addendum is the entire agreement between Asap Lab and Customer regarding data protection and privacy issues regarding the Customer's use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Accordingly, any Asap Lab representations, warranties and covenants in the Service Terms and Conditions regarding the privacy, security or disaster recovery measures with respect to the Services or any data submitted to or accessed via the Services, are superseded and replaced hereby. This Addendum has been entered into on the date first written above.

Annex 1:
Description of the Technical and Organizational Security Measures taken by Asap Lab

Asap Lab has implemented the following technical and organizational security measures to provide the ongoing confidentiality, integrity, availability and resilience of processing systems and services:

1. Confidentiality
Asap Lab has implemented the following technical and organizational security measures to protect the confidentiality of processing systems and services, in particular:
  • Asap Lab processes all customer data on remote server sites owned and operated by industry leading cloud service providers that offer highly sophisticated measures to protect against unauthorized persons gaining access to data processing equipment (namely telephones, database and application servers and related hardware). Such measures include: - a layered security model, including safeguards like custom-designed electronic access cards, alarms, vehicle access barriers, perimeter fencing, metal detectors, and biometrics, and the data center floor features laser beam intrusion detection; - data centers are monitored 24/7 by high-resolution interior and exterior cameras that can detect and track intruders; - access logs, activity records, and camera footage are available in case an incident occurs; - data centers are also routinely patrolled by experienced security guards who have undergone rigorous background checks and training; - access to the data center floor is only possible via a security corridor which implements multi-factor access control using security badges and biometrics; - only approved employees with specific roles may enter.
  • Asap Lab implements suitable measures to prevent its data processing systems from being used by unauthorized persons. This is accomplished by: - automatic time-out of user terminal if left idle, identification and password required to reopen; - issuing and safeguarding identification codes, requiring two-factor authentication for all Authorized Users; - letting customers define individual user accounts with permissions across Asap Lab resources; - industry standard encryption and requirements for passwords (minimum length, use of special characters, etc.); - all access to data content is logged, monitored, and tracked.
  • Asap Lab's employees entitled to use its data processing systems are only able to access personal data within the scope of and to the extent covered by their respective access permission (authorization). In particular, access rights and levels are based on employee job function and role, using the concepts of least-privilege and need-to-know to match access privileges to defined responsibilities. This is accomplished by: - employee policies and training; - effective and measured disciplinary action against individuals who access personal data without authorization; - limited access to personal data to only authorized persons; - industry standard encryption; - policies controlling the retention of back-up copies.

2. Integrity
Asap Lab has implemented the following technical and organizational security measures to protect the integrity of processing systems and services, in particular:
  • Asap Lab implements suitable measures to prevent personal data from being read, copied, altered or deleted by unauthorized parties during the transmission thereof or during the transport of the data media. This is accomplished by: - use of state-of-the-art firewall and encryption technologies to protect the gateways and pipelines through which the data travels; - industry standard encryption; - avoiding the storage of personal data on portable storage media for transportation purposes and on Customer issued laptops or other mobile devices.
  • Asap Lab does not access any customer content except as necessary to provide that customer with the Asap Lab products and professional services it has selected. Asap Lab does not access customers' content for any other purposes. Accordingly, Asap Lab does not know what content customers choose to store on its systems and cannot distinguish between personal data and other content, so Asap Lab treats all customer content the same. In this way, all customer content benefits from the same robust Asap Lab security measures, whether this content includes personal data or not.

3. Availability
Asap Lab has implemented the following technical and organizational security measures to protect the availability of processing systems and services, in particular:
  • Asap Lab implements suitable measures to provide that personal data is protected from accidental destruction or loss. This is accomplished by: - infrastructure redundancy; - policies prohibiting permanent local (work station) storage of personal data; - performing regular data back-ups.

4. Resilience
Asap Lab has implemented the following technical and organizational security measures to protect the resilience of processing systems and services, in particular:
  • Asap Lab designs the components of its platform to be highly resilient. This is accomplished by: - selection of best-in-class infrastructure providers with data centers that have daily backups with an assured uptime and availability of 99.9999% by the service providers; - geographically distributed data centers to minimize the effects of regional disruptions on global products such as natural disasters and local outages; - in the event of hardware, software, or network failure, platform services and control planes are automatically and instantly shifted from one facility to another so that platform services can continue without interruption.