Data Processing Addendum
Last Updated: October 1, 2024
This Data Processing Addendum (“Addendum”) forms part of the Gridlines Terms and Conditions, available at www.gridlinesapp.com/terms-&-conditions (“Agreement”) between Gridlines Inc. (“Gridlines”) acting on its own behalf and as agent for each Gridlines Affiliate (as defined below) and the Customer identified in the Order Form (“Customer”) acting on its own behalf and as agent for each Customer Affiliate.
The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement. Except as modified below, the terms of the Agreement shall remain in full force and effect.
Should you require an executed and signed version of this Addendum, please email legal@gridlines.com.
The parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Agreement. The following obligations shall only apply to the extent required by Data Protection Laws (as defined below) with regard to the relevant Customer Personal Data (as defined below), if applicable.
DEFINITIONS.
“Controller” means an entity that determines the purposes and means of the Processing of Personal Data.
“Customer Personal Data” means Personal Data Processed by Gridlines on behalf of Customer to perform the Services under the Agreement.
“Data Protection Laws” means the data privacy and security laws and regulations of any jurisdiction applicable to the Processing of Customer Personal Data, including, in each case to the extent applicable, European Data Protection Laws and the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and its implementing regulations (collectively, the “CCPA”).
“Data Subject” means the identified or identifiable natural person who is the subject of Personal Data.
“European Data Protection Laws” means, in each case to the extent applicable: (a) the EU General Data Protection Regulation 2016/679 (“GDPR”); (b) the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), the Data Protection Act of 2018, and all other laws relating to data protection, the processing of personal data, privacy, or electronic communications in force from time to time in the United Kingdom (collectively, “UK Data Protection Laws”); (c) the Swiss Federal Act on Data Protection (“Swiss FADP”); and (d) any other applicable law, rule, or regulation related to the protection of Customer Personal Data in the European Economic Area, United Kingdom, or Switzerland that is already in force or that will come into force during the term of this Addendum.
“Personal Data” means information that constitutes “personal information,” “personal data,” “personally identifiable information,” or similar term under Data Protection Laws.
“Process” means any operation or set of operations performed upon Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, alignment, combination, restriction, erasure, destruction or disclosure by transmission, dissemination or otherwise making available.
“Processor” means an entity that Processes Personal Data on behalf of a Controller.
“Security Incident” means a breach of Gridlines’ security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data in Gridlines’ possession, custody, or control. “Security Incident” does not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
“Services” means the services that Gridlines has agreed to provide to Customer under the Agreement.
“Standard Contractual Clauses” means, as applicable, Module Two (Transfer controller to processor) or Module Three (Transfer processor to processor) of the standard contractual clauses approved by the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (currently available at: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32021D0914&qid=1688587744942) , as supplemented or modified by Appendix 3.
“Subprocessor” means any Processor appointed by Gridlines to Process Customer Personal Data on behalf of Customer under the Agreement.
“Supervisory Authority” means an independent competent public authority established or recognized under Data Protection Laws.
PROCESSING OF CUSTOMER PERSONAL DATA.
Roles of the Parties; Compliance. The parties acknowledge and agree that, as between the parties, with regard to the Processing of Customer Personal Data under the Agreement, Customer is a Controller and Gridlines is a Processor. In some circumstances, the parties acknowledge that Customer may be acting as a Processor to a third-party Controller in respect of Customer Personal Data, in which case Gridlines will remain a Processor with respect to the Customer in such event. Each party will comply with the obligations applicable to it in such role under Data Protection Laws with respect to the Processing of Customer Personal Data.
Customer Instructions. Gridlines will Process Customer Personal Data only in accordance with Customer’s documented instructions unless otherwise required by applicable law, in which case Gridlines will inform Customer of such Processing unless notification is prohibited by applicable law. Customer hereby instructs Gridlines to Process Customer Personal Data: (a) to provide the Services to Customer; (b) to perform its obligations and exercise its rights under the Agreement and this Addendum; and (c) as necessary to prevent or address technical problems with the Services. Gridlines will notify Customer if, in its opinion, an instruction of Customer infringes upon Data Protection Laws. Customer’s instructions for the Processing of Customer Personal Data shall comply with Data Protection Laws. Customer shall be responsible for: (i) giving adequate notice and making all appropriate disclosures to Data Subjects regarding Customer’s use and disclosure and Gridlines’ Processing of Customer Personal Data; and (ii) obtaining all necessary rights, and, where applicable, all appropriate and valid consents to disclose such Customer Personal Data to Gridlines to permit the Processing of such Customer Personal Data by Gridlines for the purposes of performing Gridlines’ obligations under the Agreement or as may be required by Data Protection Laws. Customer shall notify Gridlines of any changes in, or revocation of, the permission to use, disclose, or otherwise Process Customer Personal Data that would impact Gridlines’ ability to comply with the Agreement, this Addendum, or Data Protection Laws. Gridlines will notify Customer if it makes a determination that Gridlines can no longer meet its obligations under the Agreement, this Addendum, or Data Protection Laws.
Details of Processing. The parties acknowledge and agree that the nature and purpose of the Processing of Customer Personal Data, the types of Customer Personal Data Processed, the categories of Data Subjects, and other details regarding the Processing of Customer Personal Data are as set forth in Appendix 1.
Processing Subject to the CCPA. As used in this Section 2.4, the terms “Sell,” “Share,” “Business Purpose,” and “Commercial Purpose” shall have the meanings given in the CCPA and “Personal Information” shall mean any personal information (as defined in the CCPA) contained in Customer Personal Data. Gridlines will not: (a) Sell or Share any Personal Information; (b) retain, use, or disclose any Personal Information (i) for any purpose other than for the Business Purposes specified in the Agreement, including for any Commercial Purpose other than the Business Purposes specified in the Agreement, or as otherwise permitted by the CCPA, or (ii) outside of the direct business relationship between Customer and Gridlines; or (c) combine Personal Information received from, or on behalf of, Customer with Personal Data received from or on behalf of any third party, or collected from Gridlines’ own interaction with Data Subjects, except to perform any Business Purpose permitted by the CCPA. Gridlines hereby certifies that it understands the foregoing restrictions under this Section 2.4 and will comply with them. The parties acknowledge that the Personal Information disclosed by Customer to Gridlines is provided to Gridlines only for the limited and specified purposes set forth in the Agreement and this Addendum. Gridlines will comply with applicable obligations under the CCPA and provide the same level of privacy protection to Personal Information as is required by the CCPA. Customer has the right to take reasonable and appropriate steps to help ensure that Gridlines uses the Personal Information transferred in a manner consistent with Customer’s obligations under the CCPA by exercising Customer’s audit rights in Section 8. Gridlines will notify Customer if it makes a determination that Gridlines can no longer meet its obligations under the CCPA. If Gridlines notifies Customer of unauthorized use of Personal Information, including under the foregoing sentence, Customer will have the right to take reasonable and appropriate steps to stop and remediate such unauthorized use by limiting the Personal Information shared with Gridlines, terminating the portion of the Agreement relevant to such unauthorized use, or such other steps mutually agreed between the parties in writing.
De-identified Data. With respect to any de-identified data created by Gridlines from Customer Personal Data, Gridlines will: (i) take any necessary measures to ensure that such de-identified data cannot be associated with a Data Subject; (ii) publicly commit to maintaining and using de-identified data without attempting to re-identify the data; (iii) comply with the requirements of Data Protection Laws with respect to the creation of such de-identified data; and (iv) contractually obligate any recipients of the de-identified data to comply with restrictions substantially similar to those set forth in this Section 2.5.
CONFIDENTIALITY. Gridlines shall take reasonable steps to ensure that Gridlines personnel who Process Customer Personal Data are subject to obligations of confidentiality or are under an appropriate statutory obligation of confidentiality with respect to such Customer Personal Data.
SECURITY.
Security Measures. Taking into account the state of the art, the costs of implementation and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Gridlines shall implement appropriate technical and organizational measures designed to ensure a level of security appropriate to the risk, in accordance with the security standards in Appendix 2 (the “Security Measures”). Customer acknowledges that the Security Measures may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices, provided that the modifications will not materially decrease Gridlines’ security obligations hereunder.
Security Incidents. Upon becoming aware of a confirmed Security Incident, Gridlines will: (a) notify Customer of the Security Incident without undue delay after becoming aware of the Security Incident; and (b) take reasonable steps to identify the cause of such Security Incident, minimize harm, and prevent a recurrence. Gridlines will take reasonable steps to provide Customer with information available to Gridlines that Customer may reasonably require to comply with its obligations under Data Protection Laws. Gridlines’ notification of or response to a Security Incident under this Section 4.2 will not be construed as an acknowledgement by Gridlines of any fault or liability with respect to the Security Incident.
Customer Responsibilities. Customer agrees that, without limitation of Gridlines’ obligations under this Section 4, Customer is solely responsible for its use of the Services, including: (a) making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Customer Personal Data; and (b) securing any account authentication credentials, systems, and devices Customer uses to access or connect to the Services, where applicable. Without limiting Gridlines’ obligations hereunder, Customer is responsible for reviewing the information made available by Gridlines relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws.
SUBPROCESSING. Subject to the requirements of this Section 5, Customer generally authorizes Gridlines to engage Subprocessors as Gridlines considers reasonably appropriate for the Processing of Customer Personal Data. A list of Gridlines’ Subprocessors, including their functions and locations, is available at www.gridlinesapp.com/subprocessors (“Subprocessor List”), which may be updated by Gridlines from time to time in accordance with this Section 5. Gridlines will notify Customer of the addition or replacement of any Subprocessor at least thirty (30) days prior to such engagement through a mechanism, accessible within the Subprocessor List, by which Customer may subscribe to notifications of new Subprocessors (“Subprocessor Notification Mechanism”). Customer may object to such changes on reasonable data protection grounds by providing Gridlines written notice of such objection within ten (10) days. Upon receiving such an objection, where practicable and at Gridlines’ sole discretion Gridlines will use commercially reasonable efforts to: (a) work with Customer in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Subprocessor; or (b) take corrective steps requested by Customer in its objection and proceed to use the new Subprocessor. If Gridlines informs Customer that such change or corrective steps cannot be made, Customer may, as its sole and exclusive remedy available under this Section 5, terminate the relevant portion of the Agreement involving the Services which require the use of the proposed Subprocessor by providing written notice to Gridlines. When engaging any Subprocessor, Gridlines will enter into a written contract with such Subprocessor containing data protection obligations not less protective than those in this Addendum. Gridlines shall be liable for the acts and omissions of the Subprocessor to the extent Gridlines would be liable under the Agreement and this Addendum.
DATA SUBJECT RIGHTS. Gridlines will, taking into account the nature of the Processing of Customer Personal Data and the functionality of the Services, provide reasonable assistance to Customer by appropriate technical and organizational measures, insofar as this is possible, as necessary for Customer to fulfill its obligations under Data Protection Laws to respond to requests by Data Subjects to exercise their rights under Data Protection Laws. Gridlines reserves the right to charge Customer on a time and materials basis in the event that Gridlines considers that such assistance is onerous, complex, frequent, or time consuming. If Gridlines receives a request from a Data Subject under any Data Protection Laws with respect to Customer Personal Data, Gridlines will advise the Data Subject to submit the request to Customer and Customer will be responsible for responding to any such request.
ASSESSMENTS AND PRIOR CONSULTATIONS. In the event that Data Protection Laws require Customer to conduct a data protection impact assessment, transfer impact assessment, or prior consultation with a Supervisory Authority in connection with Gridlines’ Processing of Customer Personal Data, following written request from Customer, Gridlines shall use reasonable commercial efforts to provide relevant information and assistance to Customer to fulfil such request, taking into account the nature of Gridlines’ Processing of Customer Personal Data and the information available to Gridlines. Gridlines reserves the right to charge Customer on a time and materials basis in the event that Gridlines considers that such assistance is onerous, complex, frequent, or time consuming.
RELEVANT RECORDS AND AUDIT RIGHTS.
Review of Information and Records. Gridlines will use external auditors to annually audit and verify the adequacy of its security measures and controls (“Audit”). The Audit will be performed by independent third-party security professionals and include testing of the security measures and controls, performed according to AICPA SOC2 standards or such other alternative standards substantially equal to AICPA SOC2, that results in the generation of, at a minimum, a SOC2 report or the substantive equivalent. The reports generated by the Audit (“Reports”) will be made available to Customer upon written request no more than annually subject to the confidentiality obligations of the Agreement or a mutually-agreed non-disclosure agreement.
Audits. If Customer requires information for its compliance with Data Protection Laws in addition to the information provided under Section 8.1, at Customer’s sole expense and to the extent Customer is unable to access the additional information on its own, Gridlines will allow for, cooperate with, and contribute to reasonable assessments and audits, including inspections, by Customer or an auditor mandated by Customer (“Mandated Auditor”) (a “Customer Audit”), provided that (a) Customer provides Gridlines with reasonable advance written notice including the anticipated date of the audit, the proposed scope of the audit, and the identity of any Mandated Auditor, which shall not be a competitor of Gridlines; (b) Gridlines approves the Mandated Auditor in writing, with such approval not to be unreasonably withheld; (c) the audit is conducted during normal business hours and in a manner that does not have any adverse impact on Gridlines’ normal business operations; (d) Customer or any Mandated Auditor complies with Gridlines’ standard safety, confidentiality, and security policies or procedures in conducting any such audits; (e) any records, data, or information accessed by Customer or any Mandated Auditor in the performance of any such audit, or any results of any such audit, will be deemed to be the Confidential Information of Gridlines and subject to a nondisclosure agreement to be provided by Gridlines; and (f) Customer may initiate such audit not more than once per calendar year unless otherwise required by a Supervisory Authority or Data Protection Laws. To the extent any Customer Audit incurs in excess of ten (10) hours of Gridlines personnel time, Gridlines may charge Customer on a time and materials basis for any such excess hours.
Results of Audits. Customer will promptly notify Gridlines of any non-compliance discovered during the course of an audit and provide Gridlines any reports generated in connection with any audit under this Section, unless prohibited by Data Protection Laws or otherwise instructed by a Supervisory Authority. Customer may use the audit reports solely for the purposes of meeting Customer’s audit requirements under Data Protection Laws to confirm that Gridlines’ Processing of Customer Personal Data complies with this Addendum.
DATA TRANSFERS
Data Processing Facilities. Gridlines may, subject to Sections 9.2 and 9.3, Process Customer Personal Data in the United States or anywhere Gridlines or its Subprocessors maintains facilities. Customer is responsible for ensuring that its use of the Services complies with any cross-border data transfer restrictions of Data Protection Laws.
European Transfers. If Customer transfers Customer Personal Data to Gridlines that is subject to European Data Protection Laws, and such transfer is not subject to an alternative adequate transfer mechanism under European Data Protection Laws or otherwise exempt from cross-border transfer restrictions, then Customer (as “data exporter”) and Gridlines (as “data importer”) agree that the applicable terms of the Standard Contractual Clauses shall apply to and govern such transfer and are hereby incorporated herein by reference. In furtherance of the foregoing, the parties agree that: (a) the execution of this Addendum shall constitute execution of the applicable Standard Contractual Clauses as of the Effective Date of the Agreement; (b) the relevant selections, terms, and modifications set forth in Appendix 3 shall apply, as applicable; and (c) the Standard Contractual Clauses shall automatically terminate once the Customer Personal Data transfer governed thereby becomes lawful under European Data Protection Laws in the absence of such Standard Contractual Clauses on any other basis.
Other Jurisdictions. If Customer transfers Customer Personal Data to Gridlines that is subject to Data Protection Laws other than European Data Protection Laws which require the parties to enter into standard contractual clauses to ensure the protection of the transferred Customer Personal Data, and the transfer is not subject to an alternative adequate transfer mechanism under Data Protection Laws or otherwise exempt from cross-border transfer restrictions, then the parties agree that the applicable terms of any standard contractual clauses approved or adopted by the relevant Supervisory Authority pursuant to such Data Protection Laws shall automatically apply to such transfer and, where applicable, shall be completed on a mutatis mutandis basis to the completion of the Standard Contractual Clauses as described in Section 9.2.
DELETION OR RETURN OF CUSTOMER PERSONAL DATA. Following termination or expiration of the Agreement, Gridlines shall delete Customer Personal Data and all copies, except as required by applicable law. Any Customer Personal Data deleted may remain in immutable electronic backups maintained by Gridlines and used purely for backup, disaster recovery and data protection purposes for up to an additional ninety (90) days beyond any such deletion or certification. Customer may additionally request, up to thirty (30) days after termination, a copy of its Customer Personal Data, which Gridlines will provide via an online shared folder. If Gridlines retains Customer Personal Data pursuant to applicable law, Gridlines agrees that all such Customer Personal Data will continue to be protected in accordance with this Addendum.
GENERAL TERMS. This Addendum will, notwithstanding the expiration or termination of the Agreement, remain in effect until, and automatically expire upon, Gridlines’ deletion or return of all Customer Personal Data. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (a) amended as necessary to ensure its validity and enforceability, while preserving the intent of the provision as closely as possible; or, if this is not possible, (b) construed in a manner as if the invalid or unenforceable part had never been contained therein. To the extent of any conflict or inconsistency between this Addendum and the other terms of the Agreement in relation to the Processing of Customer Personal Data, this Addendum will govern. Unless otherwise expressly stated herein, the parties will provide notices under this Addendum in accordance with the Agreement, provided that all such notices may be sent via email. Any liabilities arising in respect of this Addendum are subject to the limitations of liability under the Agreement. This Addendum will be governed by and construed in accordance with the governing law and jurisdiction provisions in the Agreement, unless required otherwise by Data Protection Laws.
