We’re Serious About Security
We respect your privacy and take significant efforts to protect all your data. We would never do anything with your data that we wouldn’t be proud to tell the world about and ensure all data sent to CEIPAL and its servers is handled securely. Whether it’s your information or your passwords, we promise to keep it private.
CEIPAL is one of the first applicant tracking systems (ATS) to be SOC2 compliant, and one of the first software-as-a-service (SaaS) companies to utilize the SSAE 16/18 framework to provide security review. We undergo an independent third-party annual SOC2 audit that reviews certain internal controls and processes. The audit covers internal governance, production operations, change management, data backups, and software development processes. It evaluates that we have the appropriate controls and processes in place and that they are functioning appropriately in accordance to standards.
The SOC2 program offers independent verification that our practices offer a recognized standard of security measures. Furthermore, the program is designed to cover key elements of data processing and integrity while maintaining auditing practices within our business and operational processes. We have integrated SOC controls into all of CEIPAL’s operating procedures. These procedures span the organization, teams, and/or functions that provide service or support to our clients on our platform. The key components of our SOC2 controls environment include:
- Corporate Governance: how we provide oversight of our business & people
- Change Management: how we make sure changes are tracked & properly reviewed
- Access Control and Management: who has access to our platform operations & how this access is managed
- Data Redundancy and Backup: how data is kept safe & stored in the event of adversity
- Software Architecture and Development: oversight of the development effort around our platform
All sensitive data is securely encrypted in the database and decrypted only if accessed by the authorized users through the application. We use industry-standard encryption algorithms to keep the data (and data backups) safe and secure.
Personally Identifiable Information
CEIPAL de-identifies data wherever possible and implements access controls wherever necessary, with all sensitive information encrypted by default. Sensitive information is made accessible only to people who need it to do their job.
Generate a single-use password if someone other than you needs access to your account.
Optional 2-Step Verification
Reduce fraudulent login attempts with optional 2-step verification with mobile.
Ensure only authorized users are getting into CEIPAL with IP-based access restrictions.
Master Subscription Agreement
PLEASE READ THIS MASTER SUBSCRIPTION AGREEMENT (THE “TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY CEIPAL CORP. (“CEIPAL”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH CEIPAL WHICH REFERENCE THIS AGREEMENT (EACH, AN “ORDER FORM”), CLICKING “AGREE”, OR ACCESSING THE CEIPAL SERVICES THROUGH THE CEIPAL WEBSITE OR APPLICATION, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THE TERMS OF THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER’S BEHALF.
Upon mutual execution, each Order Form shall be incorporated into and form part of the Agreement.
1. SOFTWARE SERVICES
This Agreement provides Customer access to and usage of an Internet based software service as specified on an Order Form. Subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), CEIPAL grants Customer the right to access and use the services on our website or through the CEIPAL application (the “Application”) as specified in each Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer.
2. USE OF SERVICES
a) Customer Data: For purposes of this Agreement, “Customer Data” shall mean any data, information or material, uploaded or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not CEIPAL, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it owns or has secured all licenses or permissions necessary to grant the rights and licenses under this Agreement. For clarity, CEIPAL does not assume any responsibility for the accuracy or completeness of any Customer Data, and will not undertake to verify its accuracy or completeness. Customer grants CEIPAL the right to use the Customer Data solely for purposes of performing under this Agreement. During the term of this Agreement and within thirty (30) days of termination or expiration of this Agreement, Customer may provide a written request for a copy of the Customer Data provided to CEIPAL hereunder in substantially the same format as provided CEIPAL under this Agreement. For clarity, to the extent that CEIPAL has performed any processing on the Customer Data, the Customer Data shall be returned in an unprocessed format.
b) Access and Usage: Customer may allow its contractors or employees to access the Service in accordance with the terms of this Agreement (each an “Authorized User”). Access must be for the sole benefit of Customer and Customer is responsible for the compliance with this Agreement by its Authorized Users. Customer shall be responsible and liable for any use of the Services by any Authorized Users.
c) Service Availability: CEIPAL will make reasonable efforts to make the Services available 24 hours a day, 7 days a week, and 365 days a year except for the days that require maintenance, upgrades, and for emergency events which may include fire, floods, war, terrorist attacks, and all other emergency events. CEIPAL will make reasonable efforts to pre-schedule dates and times for maintenance activities and to communicate such dates and times to Customers using standard email communication channels. At times, for any emergency maintenance situations, CEIPAL will not be able to provide advanced notification.
d) Disaster Recovery: CEIPAL will make reasonable efforts to maintain all the transactional data in the storage which is replicated across multiple regions. If there is any event of loss, all the applications will be pointed to the failover datacenter for accessing the data. In the event of disaster, CEIPAL will try to restore the services at the earliest possible time.
e) Customer Responsibilities: Customer
- (i) must keep its passwords secure and confidential;
- (ii) is solely responsible for Customer Data and all activity in its account in the Service;
- (iii) must use commercially reasonable efforts to prevent unauthorized access to its account and notify CEIPAL promptly of any such unauthorized access; and
- (iv) may use the Service only in accordance with the Service’s online help documents and applicable law.
f) CEIPAL Support: CEIPAL agrees to make reasonable efforts to provide customer support for the Service under the terms of CEIPAL’s Customer Support Policy (Support) which is located at www.ceipal.com/support.
g) Bulk email service: Bulk email capability provides a customer to send out to solicited job seekers for job opportunity, promoting customer business with relevant and appropriate content and other email communication purposes. CEIPAL continues its efforts to educate customers in compliance with CAN-SPAM act, and client agrees to comply with the CAN-SPAM act and any other anti-Spam regulations. CEIPAL will monitor violations by the customer for compliance with anti-Spam policies. With failure to comply with anti-Spam usage, CEIPAL reserves the right to cancel the service without a notice. Customer is fully responsible for any legal, compliance, and all damages in failure to adhere with anti-Spam policies. CEIPAL at its own discretion can cancel this service without a notice if such act is required to maintain compliance with the law.
3. DATA SECURITY MEASURES
a) Reasonable Security Measures: CEIPAL will undertake reasonable efforts to
- (i) implement and maintain reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will use reasonable efforts to maintain the confidentiality, security and integrity of such Confidential Information;
- (ii) implement and maintain industry standard systems and procedures for detecting, preventing and responding to attacks, intrusions, or other systems failures and regularly test or otherwise monitor the effectiveness of the safeguards’ key controls, systems, and procedures; designate an employee or employees to coordinate implementation and maintenance of its Reasonable Security Measures; and
- (iii) identify reasonably foreseeable internal and external risks to the security, confidentiality and integrity of Customer Data that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any safeguards in place to control these risks (collectively, “Reasonable Security Measures”).
b) Notice of Data Breach: If CEIPAL knows that Customer Confidential Information or Customer Data may have been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this Agreement, CEIPAL will alert Customer of any data breach within two business days, and immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach. CEIPAL will give highest priority to immediately correcting any data breach and devote such resources as may be reasonably required to accomplish that goal. CEIPAL will provide Customer with all information reasonably necessary to enable Customer to fully understand the nature and scope of the data breach. To the extent that Customer, in its sole reasonable discretion, deems warranted Customer may provide notice to any or all parties affected by any data breach. In such case, CEIPAL will consult with Customer in a timely fashion regarding appropriate steps required to notify third parties. CEIPAL will provide Customer information about what CEIPAL has done or plans to do to minimize any harmful effect or the unauthorized use or disclosure of, or access to, Confidential Information.
4. WARRANTY AND DISCLAIMER
a) Warranty: CEIPAL warrants to Customer:
- (i) the functionality or features of the Service may change but will not materially decrease during any paid term; and
- (ii) that the Support may change but will not materially degrade during any paid term. In the event the Services do not substantially conform to the foregoing warranty, Customer shall provide written notice of non-conformance to CEIPAL and CEIPAL shall, at its option and as its sole obligation and as CEIPAL’s sole liability and Customer’s exclusive remedy, repair the affected portion of the Services at no additional charge, or, if it determines that the foregoing option is not commercially practical, terminate this Agreement with respect to the Services and issue a refund for any prepaid amounts for unused portions of the term.
b) DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CEIPAL DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE CEIPAL TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, CEIPAL DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. CUSTOMER UNDERSTANDS THAT ITS USE OF THE SERVICE DOES NOT CONSTITUTE COMPLIANCE WITH ANY LAW. CUSTOMER UNDERSTANDS THAT IT HAS AN INDEPENDENT OBLIGATION TO COMPLY WITH ANY LAWS APPLICABLE TO IT.
Customer shall pay CEIPAL fees for the Service as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 0.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Service other than taxes based on CEIPAL’s net income. Unless otherwise specified herein, all Fees paid are non-refundable and are not subject to set-off. CEIPAL reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of each pre-paid term or at the end of the then-current prepaid renewal term, as applicable, upon thirty (30) days prior notice to Customer (which may be sent by email), unless otherwise provided for in the Order Form. Customer is responsible for the payment of all sales, use, withholding, VAT, and other similar taxes. This Agreement contemplates one or more Order Forms for the Service, which Order Forms are governed by the terms of this Agreement.
6. MUTUAL CONFIDENTIALITY
a) Definition of Confidential Information: Confidential Information means all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). CEIPAL’s Confidential Information includes without limitation the Service, its user interface design and layout, and any non-public pricing information.
b) Protection of Confidential Information: The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this Agreement.
c) Exclusions: Confidential Information excludes information that:
- (i) is or becomes generally known to the public without breach of any obligation owed to Discloser,
- (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser,
- (iii) is received from a third party without breach of any obligation owed to Discloser, or
- (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order.
7. CEIPAL PROPERTY
a) Ownership; Reservation of Rights; Feedback: The software, workflow processes, user interface, designs, and other technologies provided by CEIPAL as part of the Service are the proprietary property of CEIPAL and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, including rights to any copies and derivative works of the foregoing, remain only with CEIPAL. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Any software which is distributed or otherwise provided to Customer hereunder shall be deemed a part of the “Services”. CEIPAL reserves all rights unless expressly granted in this Agreement. Customer may from time to time provide suggestions, comments or other feedback to CEIPAL with respect to the Service (“Feedback”). Customer shall, and hereby does, grant to CEIPAL a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose; provided that such license grant shall not be construed to relieve CEIPAL of any confidentiality obligations it may have hereunder with respect to Customer Data. Nothing in this Agreement will impair CEIPAL’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
b) Restrictions: Customer may not directly or indirectly
- (i) sell, resell, rent or lease the Service or use it in a service provider capacity for third parties;
- (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights;
- (iii) interfere with or disrupt the integrity or performance of the Service;
- (iv) bypass any measures CEIPAL may use to prevent or restrict access to the Service or otherwise attempt to gain unauthorized access to the Service or its related systems or networks;
- (v) reverse engineer, decompile, dissemble or otherwise attempt to discover the source code, object code, or underlying structure, ideas or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); or
- (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes;
- (vii) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Service (or any information, data or content made available through the Service), whether through use of manual or automated means, or
- (viii) use the Service in a manner that violates applicable laws or regulations. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data onto the Service. Customer (A) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (B) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
8. THIRD PARTY SERVICES
Customer acknowledges and agrees that the Products may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are provided by CEIPAL. CEIPAL is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. CEIPAL does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
9. TERM AND TERMINATION
a) Term: Subject to earlier termination as provided below, this Agreement shall commence on the Effective Date identified in the Order Form and shall end after the completion of the contract length specified in the Order Form (such period the “Initial Term”). After the Initial Term, the Agreement shall automatically renew for one (1) year renewal terms (each, a “Renewal Term”) unless either party gives prior written notice of its intent not to renew the Agreement at least thirty (30) days before the end of the then-current Initial Term or Renewal Term, as applicable. The Initial Term and any Renewal Terms are referred to collectively as the “Term.” If no contract length is specified, or if the Specification is for a month-to-month or open-ended subscription, either party may terminate this Agreement upon at least sixty (60) days’ prior written notice to the other party.
b) Termination: Each party can terminate service with CEIPAL with or without cause at any time of service provided however, that
- (i) CEIPAL is required to be notified in writing 30 days in advance by the Customer for notice of termination, and CEIPAL will continue to bill the Customer until the last day of the notice period.
- (ii) CEIPAL can terminate this Agreement or Order Form without cause upon written notice of 180 days. Either party may terminate this Agreement in the event of a material breach by providing written notice to the non-breaching party, provided that the breaching party does not cure such breach within 30 days of such notice.
c) Effects of Termination:
- (i) Return of Customer Data. Within 30-days after termination, upon request, CEIPAL will make the Service available for Customer to export Customer Data as provided in Section 2(a). After such 30-day period, CEIPAL has no obligation to maintain the Customer Data and may destroy it.
- (ii) Return of CEIPAL Property Upon Termination: Upon termination of this Agreement for any reason, Customer must pay CEIPAL for any unpaid amounts, and destroy or return all property of CEIPAL, including any CEIPAL Confidential Information. Upon CEIPAL’s request, Customer will confirm in writing its compliance with this destruction or return requirement. CEIPAL does not provide refunds if the subscription is cancelled during the subscription term.
- (iii) Survival. The provisions of Sections 4 (Warranty and Disclaimers), 5 (Payments), 6 (Mutual Confidentiality), 7 (CEIPAL Property), 10 (Limitation of Liability), 11 (Indemnity), 12 (Governing Law and Forum), 14 (General Provisions) and this Section 9 shall survive any termination.
d) Suspension of Services: Without limiting CEIPAL’s termination rights set forth above, CEIPAL may temporarily suspend or limit Customer’s access to or use of the Service if
- (i) Customer is more than 30 days late on any payment due pursuant to an Order Form; or
- (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with CEIPAL’s ability to provide access to the Service to other customers; provided that in the case of subsection
- (ii): (A) CEIPAL shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (B) prior to any such suspension or limitation, CEIPAL shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (C) CEIPAL shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. CEIPAL may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. CEIPAL will attempt to contact Customer in advance.
10. LIMITATION OF LIABILITY
a) EXCLUSION OF INDIRECT DAMAGES: CEIPAL IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
b) TOTAL LIMIT ON LIABILITY: EXCEPT FOR A BREACH OF SECTION 3 (DATA SECURITY), CEIPAL’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE LESSER OF $50,000 AND THE AMOUNT PAID BY CUSTOMER WITHIN THE 12 MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.
c) DATA SECURITY: NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, CEIPAL’S TOTAL LIABILITY ARISING UNDER OR RELATED A BREACH OF SECTION 3 (DATA SECURITY) IS LIMITED TO THE LESSER OF
- (I) 5 TIMES THE AMOUNT PAID TO CEIPAL’S BY CUSTOMER WITHIN THE 12 MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE CLAIM AND
- (II) $100,000.
Customer shall defend, indemnify, and hold harmless CEIPAL, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses (including reasonable attorneys’ fees) that arise from or relate to the Customer Data or Customer’s use of the Services.
12. GOVERNING LAW AND FORUM
This Agreement is governed by the laws of the State of New York (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Monroe County, New York, and Customer submits to this personal jurisdiction and venue. Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party. Customer hereby expressly waives the application of New York General Obligation Law section 5-903 to any renewal of this Agreement.
13. MOBILE APPLICATION TERMS
a) General: Customer acknowledges and agrees that the availability of the CEIPAL mobile application is dependent on the third party stores from which the application was downloaded, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which Customer must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. Customer agrees to comply with, and Customer’s license to use the CEIPAL application is conditioned upon Customer’s compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of this Agreement, the more restrictive or conflicting terms and conditions in this Agreement apply.
b) Apple, Inc. Device and Application Terms: If you are accessing the Services via the Application on an Apple, Inc. (“Apple”) device or otherwise access the Services through the Apple App Store, all the terms of this Agreement apply, but the following additional terms also apply:
- (i) Both you and CEIPAL acknowledge that the Terms are concluded between you and CEIPAL only, and not with Apple, and that Apple is not responsible for the Application or the Content;
- (ii) The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
- (iii) You will only use the Application in connection with an Apple device that you own or control;
- (iv) You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
- (v) In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
- (vi) You acknowledge and agree that CEIPAL, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
- (vii) You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, CEIPAL, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
- (viii) You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
- (ix) Both you and CEIPAL acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
- (x) Both you and CEIPAL acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary hereof.
14. GENERAL PROVISIONS
a) California Consumer Privacy Act: The parties acknowledge and agree that CEIPAL is a service provider for the purposes of the California Consumer Privacy Act (“CCPA”) and is receiving personal information from Customer pursuant to the Agreement for a business purpose. CEIPAL shall not sell any such personal information. CEIPAL shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale,” and “sell” are as defined in Section 1798.140 of the CCPA. Service Provider certifies that it understands the restrictions of this Section 14(a).
b) Entire Agreement and Changes: This Agreement and the Order Form constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement. No representation, promise or inducement not included in this Agreement is binding. No modification of this Agreement is effective unless both parties sign it, however this Agreement may be modified through an on-line process provided by CEIPAL. No waiver is effective unless the party waiving the right signs a waiver in writing. If there is a conflict between this Agreement and CEIPAL-provided Order Form, the Order Form prevails.
c) Notice: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the most recent Order Form. Either party may update its address set forth above by giving notice in accordance with this section.
d) Assignment: Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that
- (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and
- (ii) CEIPAL may utilize subcontractors in the performance of its obligations hereunder.
e) Independent Contractors: The parties are independent contractors with respect to each other. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
f) Enforceability and Force Majeure: If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party shall be liable for any delay or failure in performing its obligations hereunder that arises out of any cause, condition or circumstance beyond its reasonable control, including, without limitation force majeure events.
g) Remedy: Each party agrees that, in the event of any breach or threatened breach of Section 6 (Mutual Confidentiality) or Section 7 (CEIPAL Property), the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of posting any bond or surety. Such remedies shall be in addition to any other remedy that the non-breaching party may have at law or in equity.
h) Publicity: CEIPAL is permitted to disclose that Customer is one of its customers to any third party at its sole discretion. CEIPAL may use the logo and service marks of Customer on its website and electronic and printed marketing materials. Customer agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by CEIPAL.
Data Processing Agreement
This CEIPAL Data Processing Agreement and its Annexes (“DPA”) reflects the parties’ agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the CEIPAL Subscription Services under the CEIPAL Customer Terms of Service between you and us (also referred to in this DPA as the “Agreement”).
This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, an Order or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.
We update these terms from time to time. If you have an active CEIPAL subscription, we will let you know when we do via email (if you have subscribed to receive email notifications via the link in our Master Terms) or via in-app notifications.
The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.
“California Personal Information” means Personal Data that is subject to the protection of the CCPA.
“CCPA” means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018).
“Consumer“, “Business“, “Sell” and “Service Provider” will have the meanings given to them in the CCPA.
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and the data protection and privacy laws of Australia and Singapore; in each case as amended, repealed, consolidated or replaced from time to time.
“Data Subject” means the individual to whom Personal Data relates.
“Europe” means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.
“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.
“European Data Protection Laws” means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (“GDPR“); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) in respect of the United Kingdom, any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance; in each case, as may be amended, superseded or replaced.
“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
“Permitted Affiliates” means any of your Affiliates that (i) are permitted to use the Subscription Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.
“Personal Data Breach” 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 by us and/or our Sub-Processors in connection with the provision of the Subscription Services. “Personal Data Breach” will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
“Privacy Shield” means the EU-U.S. and Swiss-US Privacy Shield self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to its Decision of July, 12 2016 and by the Swiss Federal Council on January 11, 2017 respectively; as may be amended, superseded or replaced.
“Privacy Shield Principles” means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision of July, 12 2016; as may be amended, superseded or replaced.
“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.
“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
“Standard Contractual Clauses” means the standard contractual clauses for Processors approved pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010, in the form set out at Annex 3; as may be amended, superseded or replaced.
“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the Subscription Services under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any CEIPAL employee or consultant.
2. Customer Responsibilities
- Compliance with Laws. Within the scope of the Agreement and in its use of the services, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the Subscription Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. You will inform us without undue delay if it is not able to comply with its responsibilities under this sub-section (a) or applicable Data Protection Laws.
- Controller Instructions. The parties agree that the Agreement (including this DPA), together with your use of the Subscription Service in accordance with the Agreement, constitute your complete and final Instructions to us in relation to the Processing of Personal Data, and additional instructions outside the scope of the Instructions shall require prior written agreement between us and you.
3. CEIPAL Obligations
- Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.
- Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Subscription Services until such time as you issue new lawful Instructions with regard to the Processing.
- Security. We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA (“Security Measures”). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
- Confidentiality. We will ensure that any personnel whom we authorize to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.
- Personal Data Breaches. We will notify you without undue delay after it becomes aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.
- Deletion or Return of Data. We will delete or return all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of your Subscription Service in accordance with the procedures and timeframes set out in the Agreement, save that this requirement shall not apply to the extent we are required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with its deletion practices. You may request the deletion of your CEIPAL account after expiration or termination of your subscription by sending a request to firstname.lastname@example.org. You may retrieve your Customer Data from your account in accordance with our ‘Customer Data’ sections throughout our Product Specific Terms.
4. Data Subject Requests
The Subscription Service provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”).
To the extent that you are unable to independently address a Data Subject Request through the Subscription Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You shall reimburse us for the commercially reasonable costs arising from this assistance.
If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.
You agree that we may engage Sub-Processors to Process Personal Data on your behalf. We have currently appointed, as Sub-Processors, the CEIPAL Affiliates and third parties listed in Annex 4 to this DPA. We will notify you if we add or remove Sub-Processors to Annex 4 prior to any such changes, if you opt-in to receive such email notifications by completing the form available here.
Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.
6. Data Transfers
You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the Subscription Service in accordance with the Agreement, and in particular that Personal Data will be transferred to and Processed by CEIPAL Corp in the United States and to other jurisdictions where CEIPAL Affiliates and Sub-Processors have operations. We will ensure such transfers are made in compliance with the requirements of Data Protection Laws.
7. Additional Provisions for European Data
- Scope of Section 7. This ‘Additional Provisions for European Data’ section shall apply only with respect to European Data.
- Roles of the Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are the Controller of European Data and we are the Processor.
- Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.
- Notification and Objection to New Sub-Processors. We will notify you of any changes to Sub-processors by updating Annex 4 to this DPA and will give you the opportunity to object to the engagement of the new Sub-Processor on reasonable grounds relating to the protection of Personal Data within 30 days after updating Annex 4 to this DPA. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination).
- Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities to the extent required by European Data Protection Laws.
- Transfer Mechanisms for Data Transfers.
- (A) CEIPAL shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
- (B) You acknowledge that in connection with the performance of the Subscription Services, CEIPAL Corp. is a recipient of European Data in the United States. The parties acknowledge and agree the following:
- (a) Standard Contractual Clauses: CEIPAL Corp. agrees to abide by and process European Data in compliance with the Standard Contractual Clauses.
- (b) Privacy Shield: Although CEIPAL Corp. does not rely on the EU-US Privacy Shield as a legal basis for transfers of Personal Data in light of the judgment of the Court of Justice of the EU in Case C-311/18, for as long as CEIPAL Corp. is self-certified to the Privacy Shield CEIPAL Corp will process European Data in compliance with the Privacy Shield Principles and let you know if it is unable to comply with this requirement.
- (c) The parties agree that (i) purely for the purposes of the descriptions in the Standard Contractual Clauses, CEIPAL Corp. will be deemed the “data importer” and Customer will be deemed the “data exporter” (notwithstanding that you may yourself be located outside Europe and/or be acting as a processor on behalf of third party controllers), (ii) notwithstanding the foregoing, where the CEIPAL contracting entity under the Agreement is not CEIPAL Corp., You provide such contracting entity with a mandate to enter into the Standard Contractual Clauses with CEIPAL Corp in its name and on its behalf, such contracting entity (not CEIPAL Corp) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by CEIPAL Corp, and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity; and (iii) if and to the extent the Standard Contractual Clauses (where applicable) conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict.
- Demonstration of Compliance. We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections by you in order to assess compliance with this DPA. You acknowledge and agree that you will exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this sub-section (g). You acknowledge that the Subscription Service is hosted by our data center partners who maintain independently validated security programs (including SOC 2 and ISO 27001) and that our systems are regularly tested by independent third party penetration testing firms. Upon request, we will supply (on a confidential basis) a summary copy of its penetration testing report(s) to you so that you can verify our compliance with this DPA. Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year.
8. Additional Provisions for California Personal Information
- Scope of Section 8. The ‘Additional Provisions for California Personal Information’ section of the DPA will apply only with respect to California Personal Information.
- Roles of the Parties. When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.
- Responsibilities. The parties agree that we will Process California Personal Information as a Service Provider strictly for the purpose of performing the Subscription Services and Consulting Services under the Agreement (the “Business Purpose”) or as otherwise permitted by the CCPA, including as described in the ‘Data Practices and Machine Learning’ section of our Product Specific Terms.
9. General Provisions
- Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment; No Waiver’ section of the Master Terms will apply.
- Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.
- Limitation of Liability. Each party and each of their Affiliates’ liability, taken in aggregate, arising out of or related to this DPA (and any other DPAs between the parties) and the Standard Contractual Clauses (where applicable), whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the ‘Limitation of Liability’ section of the Master Terms and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). For the avoidance of doubt, if CEIPAL Corp is not a party to the Agreement, the ‘Limitation of Liability’ section of the Master Terms will apply as between you and CEIPAL Corp, and in such respect any references to ‘CEIPAL’, ‘we’, ‘us’ or ‘our’ will include both CEIPAL Corp and the CEIPAL entity that is a party to the Agreement.
- Governing Law. This DPA will be governed by and construed in accordance with the ‘Contacting Entity; ‘Applicable Law; Notice’ sections of the Jurisdiction Specific Terms, unless required otherwise by Data Protection Laws, and if such jurisdiction is indeterminate, then the Laws of the State of New York, United States of America shall govern.
10. Parties to this DPA
- Permitted Affiliates. By signing the Agreement, you enter into this DPA on behalf of yourself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of your Permitted Affiliates, thereby establishing a separate DPA between us and each such Permitted Affiliate subject to the Agreement and the ‘General Provisions’ and ‘Parties to this DPA’ sections of this DPA. Each Permitted Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the purposes of this DPA only, and except where indicated otherwise, the terms “Customer”, “you” and “your” will include you and such Permitted Affiliates.
- Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
- Remedies. Except where applicable Data Protection Laws require a Permitted Affiliate to exercise a right or seek any remedy under this DPA against us directly by itself, the parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all communication with us under the DPA and will be entitled to make and receive any communication related to this DPA on behalf of its Permitted Affiliates.
- Other rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.
Annex 1 – Details of Processing
This Annex forms part of the DPA.
A. Nature and Purpose of Processing
We will Process Personal Data as necessary to provide the Subscription Services pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the Subscription Services.
B. Duration of Processing
Subject to the ‘Deletion or Return of Personal Data’ section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
C. Categories of Data subjects
You may submit Personal Data in the course of using the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.
D. Categories of Personal Data
You may submit Personal Data to the Subscription Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:
- Contact Information (as defined in the Master Terms).
- Any other Personal Data submitted by, sent to, or received by you, or your end users, via the Subscription Service.
E. Special categories of data (if appropriate)
The parties do not anticipate the transfer of special categories of data.
F. Processing operations
Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:
- Storage and other Processing necessary to provide, maintain and improve the Subscription Services provided to you; and/or
- Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.
Annex 2 – Security Measures
This Annex forms part of the DPA.
We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Master Terms.
- Access Control
(A) Preventing Unauthorized Product Access
Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.
Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.
Authentication: We implement a uniform password policy for our customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.
Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.
Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through Oauth authorization.
(B) Preventing Unauthorized Product Use
We implement industry standard access controls and detection capabilities for the internal networks that support its products.
Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.
Static code analysis: Security reviews of code stored in our source code repositories is performed, checking for coding best practices and identifiable software flaws.
Penetration testing: We maintain relationships with industry recognized penetration testing service providers for four annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.
Bug bounty: A bug bounty program invites and incentivizes independent security researchers to ethically discover and disclose security flaws. We implement a bug bounty program in an effort to widen the available opportunities to engage with the security community and improve the product defenses against sophisticated attacks.
(C) Limitations of Privilege & Authorization Requirements
Product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Employee roles are reviewed at least once every six months.
(a) Background checks
All CEIPAL employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All CEIPAL employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.
(b) Transmission Control
In-transit: We make HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the CEIPAL products. Our HTTPS implementation uses industry standard algorithms and certificates.
At-rest: We store user passwords following policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is encrypted at rest.
(c) Input Control
Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.
Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.
(d) Availability Control
Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.
Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.
Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.
Annex 3 – Standard Contractual Clauses
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection,
The Customer, as defined in the CEIPAL Customer Terms of Service (the “data exporter”)
CEIPAL Corp, Suite 208A, Lee Road, Rochester, NY, USA – 14606 (the “data importer”)
each a ‘party’; together ‘the parties’,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
For the purposes of the Clauses:
‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
‘the data exporter’ means the controller who transfers the personal data;
‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Third-party beneficiary clause
- The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
- The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
- The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, 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 contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
(ii) any accidental or unauthorised access; and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
- The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
- If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
- If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Mediation and jurisdiction
- The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
- The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Cooperation with supervisory authorities
- The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
- The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
- The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
- The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
- The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
- The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
Obligation after the termination of personal data-processing services
- The parties agree that on the termination of the provision of data-processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
- The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.
Appendix 1 to the Standard Contractual Clauses
This Appendix forms part of the Standard Contractual Clauses (the ‘Clauses’).
Defined terms used in this Appendix 1 shall have the meaning given to them in the Agreement (including the DPA).
- Data exporter – The data exporter is the legal entity specified as “Customer” in the DPA.
- Data importer – The data importer is CEIPAL Corp
- Data subjects – Please see Annex 1 of the DPA, which describes the data subjects.
- Categories of data – Please see Annex 1 of the DPA, which describes the categories of data.
- Special categories of data (if appropriate) – The parties do not anticipate the transfer of special categories of data.
Purposes of Processing
CEIPAL Corp shall process personal data as necessary to provide the Subscription Services to data exporter in accordance with the Agreement.
Processing operations – Please see Annex 1 of the DPA, which describes the processing operations.
Appendix 2 to the Standard Contractual Clauses
This Appendix forms part of the Standard Contractual Clauses (the ‘Clauses’).
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
Please see Annex 2 of the DPA, which describes the technical and organisational security measures implemented by CEIPAL.
Appendix 3 to the Standard Contractual Clauses
This Appendix forms part of the Standard Contractual Clauses (the ‘Clauses’).
This Appendix sets out the parties’ interpretation of their respective obligations under specific terms of the Clauses. 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 Agreement in place between Customer and CEIPAL 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
- 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.
Clauses 5(a) and 5(b): Suspension of data transfers and termination
- 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.
- The parties acknowledge that if data importer cannot provide such compliance in accordance with Clause 5(a) and Clause 5(b) for whatever reason, the data importer 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 contract the affected parts of the Services in accordance with the terms of the Agreement.
- If the data exporter intends to suspend the transfer of personal data and/or terminate the affected parts of the Services, 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”).
- If required, the parties shall reasonably cooperate with each other during the Cure Period to agree what additional safeguards or other measures, if any, may be reasonably required to ensure the data importer’s compliance with the Clauses and applicable data protection law.
- If after the Cure Period the data importer has not or cannot cure the non-compliance then the data exporter may suspend and/or terminate the affected part of the Services in accordance with the provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by the data exporter prior to suspension or termination). The data exporter shall not be required to provide such notice in instance where it considers there is a material risk of harm to data subjects or their personal data.
Clause 5(f): Audit
- 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 the ‘Demonstration of Compliance’ section of the DPA.
Clause 5(j): Disclosure of subprocessor agreements
- 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.
- 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.
- 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
- 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
- The parties 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.
- 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 the ‘Notification and Objection to New Sub-Processors’ section of the DPA.
Clause 12: Obligation after the termination of personal data-processing services
- Data importer agrees that the data exporter will fulfil its obligation to return or destroy all the personal data on the termination of the provision of data-processing services by complying with the ‘Deletion or Return of Personal Data’ section of the DPA.
General Customer Responsibilities
- Keep passwords secure and confidential
- Claim sole responsibility for Customer Data and all activity in the Service
- Use commercially reasonable efforts to prevent unauthorized access to their account and notify CEIPAL promptly of any unauthorized access
- Use the Service only in accordance with the Service’s online help documents and applicable laws
Restrictions to use products and services
- Emails you send via CEIPAL must have a valid reply-to email managed by you
- You can only use CEIPAL to send emails to lists of people that gave you permission to email them. If you don’t have proof that each recipient on your list opted in for your emails, don’t import them into CEIPAL
- We prohibit the use of harvested mailing lists. CEIPAL will terminate accounts violating this prohibition
- We prohibit the use of third-party, purchased or rented mailing lists unless you are able to provide proof that individuals on the list have opted-in to receiving emails of the type you will be sending them
- You must not send unsolicited mail to newsgroups, message boards, distribution lists, or email addresses
- You must not utilize a survey to send any commercial electronic mail messages (as defined in the CAN-SPAM Act of 2003) to any recipient who has opted out, unsubscribed, or otherwise objected to receiving such messages from you or another party on whose behalf you may be commissioned
- If you intend on sending commercial emails, you should familiarize yourself with the CAN-SPAM Act, which outlines requirements under United States law for sending out such emails, and any other applicable anti-spam laws
- You must not use CEIPAL to send emails with deceptive subject lines or false or misleading header information.
PLEASE NOTE: If you are “spammed” by anyone regarding our products, services, website, or any other matters, please report this activity to email@example.com.