Data Processing Addendum - May 2023

This is an archived version of our Data Processing Addendum dated May 8, 2023. View the current version here.

Data Processing Addendum

This Data Processing Addendum (“DPA”) supplements the Terms of Service or the Master Services Agreement (the “Agreement”) between HYPR Corp. (“Company,” “us,” “we”) and the customer entity that is a party to the Agreement (“Customer” or “you”). We may update this Addendum from time to time, and we will provide reasonable notice of any such updates. Any terms not defined in this Addendum shall have the meaning set forth in the Agreement.

1.1. “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.

1.2. “Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable Company to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this DPA.

1.3. “Company Account Data” means personal data that relates to Company’s relationship with Customer, including the names or contact information of individuals authorized by Customer to access Customer’s account and billing information of individuals that Customer has associated with its account. Company Account Data also includes any data Company may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.

1.4. “Company Usage Data” means Service usage data collected and processed by Company in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.

1.5. “Data Exporter” means Customer.

1.6. “Data Importer” means Company.

1.7. “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act, as amended by the California Privacy Rights Act of 2020 (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (iii) the Swiss Federal Act on Data Protection, ; (iv) the UK Data Protection Act 2018; and (v) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (vi) the Virginia Consumer Data Protection Act (“VCDPA”) in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.

1.8. “EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 6.2 of this DPA.

1.9. “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.

1.10. “ex-UK Transfer” means the transfer of Personal Data covered by Chapter V of the UK GDPR, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.

1.11. “Services” shall have the meaning set forth in the Agreement.

1.12. “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.

1.13. “UK Addendum” has the meaning set forth in Exhibit D.

1.14. “UK SCCs” means the EU SCCs, as amended by the UK Addendum.

6.3  For each module, where applicable the following applies:

10. Conflict. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) the Company’s privacy policy. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

Nature and Purpose of Processing: Company will process Customer’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing includes, without limitation:

Receiving data, including collection, accessing, retrieval, recording, and data entry

Holding data, including storage, organization and structuring

Using data, including analysis, consultation, testing, automated decision making and profiling

Updating data, including correcting, adaptation, alteration, alignment and combination

Protecting data, including restricting, encrypting, and security testing

Sharing data, including disclosure, dissemination, allowing access or otherwise making available

Returning data to the data exporter or data subject

Erasing data, including destruction and deletion.

Duration of Processing: Company will process Customer’s Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for Company’s legitimate business needs; or (iii) by applicable law or regulation. Company Account Data and Company Usage Data will be processed and stored as set forth in Company’s privacy policy.

Categories of Data Subjects: Data subjects include the individuals about whom data is provided to Company via the Services by (or at the direction of) Customer. These may include Customer employees, contractors, directors, staff, partners, end users and other designated persons.

Categories of Personal Data: Company processes Personal Data contained in Customer Account Data, Customer Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) or collected by Company in order to provide the Services or as otherwise set forth in the Agreement or this Addendum. Categories of Personal Data may include: HYPR processes Personal Data contained in Customer Account Data, Customer Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) or collected by HYPR to provide the Services or as otherwise set forth in the Agreement or this Addendum. Categories of Personal Data may include:

• First and last name

• Location

• Professional title

• Business role

• Department

• Email addresses

• Telephone number

• Physical address

• IP Addresses

• Username

• Employer

• business network

• localization data

• connection data

• other communication data

Sensitive Data or Special Categories of Data: None, provided, however, that if Customer enables the geolocation feature as part of the Services, Company may process Personal Data that includes approximate and/or precise location. 

The following includes the information required by Annex I and Annex III of the EU SCCs, and Table 1, Annex 1A, and Annex 1B of the UK Addendum.

Data exporter(s): The Customer

Contact details: As designated by Customer in Customer’s account.

Signature and date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.

Role (controller/processor): The Data Exporter’s role is set forth in Section 2 of this Addendum.

Data importer(s): HYPR Corp.

Address: 1001 Avenue of the Americas, 10th Floor,

New York, NY 10018

Contact person’s name, position and contact details:

HYPR Corp.

Attn: Privacy Officer

1001 Avenue of the Americas, 10th Floor

New York, NY 10018

t: +1 866.GET.HYPR (866.437.4977)

e: privacy@hypr.com or legal@hypr.com

Signature and date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.

Role (controller/processor): The Data Importer’s role is set forth in Section 2 of this Addendum.

The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK Information Commissioner’s Officer.

Description of the Technical and Organisational Security Measures implemented by the Data Importer

The following includes the information required by Annex II of the EU SCCs and Annex II of the UK Addendum.

See Security Policy located at https://www.hypr.com/security-policy

Exhibit D

UK Addendum

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

Part 1: Tables

Table 1: Parties

Table 2: Selected SCCs, Modules and Selected Clauses

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this UK Addendum is set out in:

Table 4: Ending this UK Addendum when the Approved UK Addendum Changes

Entering into this UK Addendum:

1.     Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in exchange for the other party also agreeing to be bound by this UK Addendum.

2.     Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making ex-UK Transfers, the Parties may enter into this UK Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this UK Addendum. Entering into this UK Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this UK Addendum

3.     Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

4.     The UK Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

5.     If the provisions included in the UK Addendum amend the Approved EU SCCs in any way which is not permitted under the Approved EU SCCs or the Approved UK Addendum, such amendment(s) will not be incorporated in the UK Addendum and the equivalent provision of the Approved EU SCCs will take their place.

6.     If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data Protection Laws applies.

7.     If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

8.     Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after the UK Addendum has been entered into.

Hierarchy

9.     Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for ex-UK Transfers, the hierarchy in Section 10 below will prevail.

10.     Where there is any inconsistency or conflict between the Approved UK Addendum and the EU SCCs (as applicable), the Approved UK Addendum overrides the EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved UK Addendum.

11.     Where this UK Addendum incorporates EU SCCs which have been entered into to protect ex-EU Transfers subject to the GDPR, then the parties acknowledge that nothing in the UK Addendum impacts those EU SCCs.

Incorporation and Changes to the EU SCCs:

12.     This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:

1. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;

2. Sections 9 to 11 above override Clause 5 (Hierarchy) of the EU SCCs; and

3. the UK Addendum (including the EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales.

13.     Unless the parties have agreed alternative amendments which meet the requirements of Section 12 of this UK Addendum, the provisions of Section 15 of this UK Addendum will apply.

14.     No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum may be made.

15.     The following amendments to the EU SCCs (for the purpose of Section 12 of this UK Addendum) are made:

1. References to the “Clauses” means this UK Addendum, incorporating the EU SCCs;

2. In Clause 2, delete the words: “and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”,

3. Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

4. Clause 8.7(i) of Module 1 is replaced with: “it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

5. Clause 8.8(i) of Modules 2 and 3 is replaced with: “the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

6. References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;

7. References to Regulation (EU) 2018/1725 are removed;

8. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;

9. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

10. Clause 13(a) and Part C of Annex I are not used;

11. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

12. In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

13. Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales.”;

14. Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The parties agree to submit themselves to the jurisdiction of such courts.”; and

15. The footnotes to the Approved EU SCCs do not form part of the UK Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to the UK Addendum

16.     The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws and/or courts of Scotland and Northern Ireland.

17.     If the parties wish to change the format of the information included in Part 1: Tables of the Approved UK Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

18.   From time to time, the ICO may issue a revised Approved UK Addendum which:

1. makes reasonable and proportionate changes to the Approved UK Addendum, including correcting errors in the Approved UK Addendum; and/or

2. reflects changes to UK Data Protection Laws;

The revised Approved UK Addendum will specify the start date from which the changes to the Approved UK Addendum are effective and whether the parties need to review this UK Addendum including the Appendix Information. This UK Addendum is automatically amended as set out in the revised Approved UK Addendum from the start date specified.

19.   If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum, if a party will as a direct result of the changes in the Approved UK Addendum have a substantial, disproportionate and demonstrable increase in:

1. its direct costs of performing its obligations under the UK Addendum; and/or
2. its risk under the UK Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that party may end this UK Addendum at the end of a reasonable notice period, by providing written notice for that period to the other party before the start date of the revised Approved UK Addendum.

20.   The parties do not need the consent of any third party to make changes to this UK Addendum, but any changes must be made in accordance with its terms.

Exhibit E

United States Privacy Law Exhibit

This United States Privacy Law Exhibit (“Exhibit”) supplements the DPA and includes additional information required by the CPRA and the VCDPA, in each case, as updated, amended or replaced from time to time. Any terms not defined in this Exhibit shall have the meanings set forth in the DPA and/or the Agreement.  

1.      Definitions

1.1   For purposes of this Section A, the terms “Business,” “Business Purpose,” “Commercial Purpose,” “Consumer,” “Personal Information,” “Processing,” “Sell,” “Service Provider,” “Share,” and “Verifiable Consumer Request” shall have the meanings set forth in the CPRA.

1.2   All references to “Personal Data,” “Controller,” “Processor,” and “Data Subject” in the DPA shall be deemed to be references to “Personal Information,” “Business,” “Service Provider,” and “Consumer,” respectively, as defined in the CPRA.

2.      Obligations

2.1   Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Company is a Service Provider for the purposes of the CPRA (to the extent it applies) and Company is receiving Personal Information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a Business Purpose.

2.2   Customer shall disclose Personal Information to Company only for the limited and specified purposes described in Exhibit A to this DPA.

2.3   Company shall not Sell or Share Personal Information provided by Customer under the Agreement.

2.4   Company shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement for any purpose, including a Commercial Purpose, other than as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or as otherwise set forth in the Agreement or as permitted by the CPRA.

2.5   Company shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement outside of the direct business relationship between Company and Customer, except where and to the extent permitted by the CPRA.

2.6   Company shall notify Customer if it makes a determination that it can no longer meet its obligations under the CPRA.

2.7   Company will not combine Personal Information received from, or on behalf of, Customer with Personal Information that it receives from, or on behalf of, another party, or that it collects from its own interaction with the Consumer.

2.8   Company shall comply with all obligations applicable to Service Providers under the CPRA, including by providing Personal Information provided by Customer under the Agreement the level of privacy protection required by CPRA.

2.9   Company shall only engage a new sub-processor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA at least ten (10) days before enabling a new Sub-Processor; and (ii) entering into a written contract with the sub-processor requiring sub-processor to observe all of the applicable requirements set forth in the CPRA.

3.      Consumer Rights

3.1   Company shall assist Customer in responding to Verifiable Consumer Requests to exercise the Consumer’s rights under the CPRA as set forth in Section 7 of the DPA.

4.      Audit Rights

4.1   To the extent required by CPRA, Company shall allow Customer to conduct inspections or audits in accordance with Sections 8.3 and 8.4 of the DPA.

B: VIRGINIA

1.      Definitions

1.1   For purposes of this Section B, the terms “Consumer,” “Controller,” “Personal data,” “Processing,” and “Processor” shall have the meanings set forth in the VCDPA.      

1.2   All references to “Data Subject” in this DPA shall be deemed to be references to “Consumer” as defined in the VCDPA.

2.      Obligations

2.1   Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Company is a Processor for the purposes of the VCDPA (to extent it applies).

2.2   The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.

2.3   Company shall adhere to Customer’s instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the VCDPA by:

2.3.1        Assisting Customer in responding to Consumer rights requests under the VCDPA as set forth in Section 7 of the DPA;

2.3.2        Complying with Section 5 (“Security of Personal Data”) of the DPA with respect to Personal Data provided by Customer;

2.3.3        In the event of a Personal Data Breach, providing information sufficient to enable Customer to meet its obligations pursuant to Va. Code § 18.2-186.6; and

2.3.4        Providing information sufficient to enable Customer to conduct and document data protection assessments to the extent required by VCDPA.

2.4   Company shall maintain the confidentiality of Personal Data provided by Customer and require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing;

2.5   Upon Customer’s written request, Company shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.

2.6   In the event that Company engages a new sub-processor to assist Company in providing the Services to Customer under the Agreement, Company shall enter into a written contract with the sub-processor requiring sub-processor to observe all of the applicable requirements of a Processor set forth in the VCDPA.

3.      Audit Rights

3.1   Upon Customer’s written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company’s compliance with its obligations under the VCDPA; and (ii) allow and cooperate with reasonable inspections or audits as required under the VCDPA.