Data Processing Addendum - June 2022

This is an archived version of our Data Processing Addendum dated June, 2022. View the current version here.

EU and UK Data Processing Addendum (Processor Form)

This EU and UK Data Processing Addendum (“Addendum”) forms part of, and is incorporated into, the Terms of Service (the “Agreement”) entered into by and between the customer entity that is a party to the Agreement (“Customer”) and HYPR CORP. (“HYPR”), and any party which accedes to this Addendum from time to time pursuant to Clause 7 of the EU SCCs (as defined below). By entering into the Terms of Service, Customer executes this Addendum on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates (defined below), if any.   HYPR may update this Addendum from time to time, and HYPR 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. Definitions
2. “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. “Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable HYPR to perform its obligations under this Addendum or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this Addendum.
2. “Customer Account Data” means personal data that relates to Customer’s relationship with HYPR, 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. Customer Account Data also includes any data HYPR may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.
3. “Customer Usage Data” means Service usage data collected and processed by HYPR 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.
4. “Data Exporter” means Customer.
5. “Data Importer” means HYPR. 
6. “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 (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR” or “GDPR”), (iii) the Swiss Federal Act on Data Protection, (iv) 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”); (v) the UK Data Protection Act 2018; and (vi) the Privacy and Electronic Communications (EC Directive) Regulations 2003; 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. 
7. “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). 
8. “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. 
9.  “ex-UK Transfer” means the transfer of Personal Data, 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. 
10.   “Services” shall have the meaning set forth in the Agreement.
11.  “Standard Contractual Clauses” means the EU SCCs and the UK SCCs. 
12.  “UK SCCs” means the standard contractual clauses approved by the European Commission for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission, being either (i) controller-to-processor clauses as approved by the European Commission in Commission Decision 2010/87/EU, dated 5 February 2010 (as amended and updated from time to time) (“UK Controller-to-Processor SCCs”); or (ii) controller-to-controller clauses as approved by the European Commission in Commission Decision 2004/915/EC, dated 27 December 2004 (as amended and updated from time to time) (“UK Controller-to-Controller SCCs”).
13. Relationship of the Parties; Processing of Data
    1. The parties acknowledge and agree that regarding the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this Addendum or the Agreement, HYPR is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause HYPR to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to HYPR by or on behalf of Customer, (ii) how Customer acquired any such Personal Data, and (iii) the instructions it provides to HYPR regarding the processing of such Personal Data. Customer shall not provide or make available to HYPR any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services and shall indemnify HYPR from all claims and losses in connection therewith. 
    2. HYPR shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this Addendum or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which the HYPR is subject; in such a case, the HYPR shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws.  Customer hereby instructs HYPR to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.
14. The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this Addendum.

3. Following completion of the Services, at Customer’s choice, HYPR shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule, or regulation, HYPR shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule, or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Customer and HYPR have executed Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the UK SCCs and Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by HYPR to Customer only upon Customer’s request. 
4. CCPA. Except with respect to Customer Account Data and Customer Usage Data, the parties acknowledge and agree that HYPR is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer to provide the Services pursuant to the Agreement, which constitutes a business purpose. HYPR shall not sell any such personal information. HYPR 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. HYPR certifies that it understands the restrictions of this Section 2.5.

3. Confidentiality. HYPR shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with HYPR’s confidentiality obligations in the Agreement. Customer agrees that HYPR may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this Addendum, the Agreement, or the provision of Services to Customer. 
4. Authorized Sub-Processors
   1. Customer acknowledges and agrees that HYPR may (1) engage its affiliates and the Authorized Sub-Processors listed in Exhibit B to this Addendum to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this Addendum, Customer provides general written authorization to HYPR to engage sub-processors as necessary to perform the Services.
   2. A list of HYPR’s current Authorized Sub-Processors (the “List”) is available to Customer at https://www.hypr.com/subprocessors/. Such List may be updated by HYPR from time to time. Customers desiring to receive notifications of new Authorized Sub-Processors may subscribe to such notifications at https://www.hypr.com/subprocessors/. At least ten (10) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, HYPR will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing HYPR within ten (10) days of receipt of the above notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent HYPR from offering the Services to Customer.
   3. If Customer objects to an engagement in accordance with Section 4.2, and HYPR cannot provide a commercially reasonable alternative within a reasonable period, Customer may discontinue the use of the affected Service by providing written notice to HYPR. Discontinuation shall not relieve Customer of any fees owed to HYPR under the Agreement. 
   4. If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by HYPR, that third party will be deemed an Authorized Sub-Processor for the purposes of this Addendum.
   5. HYPR will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on HYPR under this Addendum with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with HYPR, HYPR will remain liable to Customer for the performance of the Authorized Sub-Processor’s obligations under such agreement.
   6. If Customer and HYPR have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by HYPR of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by HYPR to Customer pursuant to Clause 5(j) of the UK SCCs or Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the HYPR beforehand, and that such copies will be provided by the HYPR only upon request by Customer.
5. Security of Personal Data. Considering 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, HYPR shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about HYPR’s technical and organizational security measures.
6. Transfers of Personal Data

1. The parties agree that HYPR may transfer Personal Data processed under this Addendum outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that HYPR’s primary processing operations take place in the United States, and that the transfer of Customer’s Personal Data to the United States is necessary for the provision of the Services to Customer. If HYPR transfers Personal Data protected under this Addendum to a jurisdiction for which the European Commission has not issued an adequacy decision, HYPR will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.
2. Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:
   1. Module One (Controller to Controller) of the EU SCCs apply when HYPR is processing Personal Data as a controller pursuant to Section 9 of this Addendum. 
   2. Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and HYPR is processing Personal Data for Customer as a processor pursuant to Section 2 of this Addendum.
   3. Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and HYPR is processing Personal Data on behalf of Customer as a sub-processor.
3. For each module, where applicable the following applies: 
   1. The optional docking clause in Clause 7 does apply.
   2. In Clause 9, Option 2 (general written authorization) applies, and the minimum period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this Addendum. 
   3. In Clause 11, the optional language does not apply. 
   4. All square brackets in Clause 13 are hereby removed. 
   5. In Clause 17 (Option 1), the EU SCCs will be governed by the law of Ireland.
   6. In Clause 18(b), disputes will be resolved before the courts of Ireland. 
   7. Exhibit B to this Addendum contains the information required in Annex I of the EU SCCs; 
   8. Exhibit C to this Addendum contains the information required in Annex II of the EU SCCs; and 
   9. By entering into this Addendum, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes. 
4. Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and completed as follows: 
   1. References to the GDPR will be deemed to be references to the UK GDPR and the UK Data Protection Act 2018, references to “supervisory authorities” will be deemed to be references to the UK Information Commissioner, and references to “Member State(s)” or the EU will be deemed to be references to the UK.
   2. The UK Controller-to-Processor SCCs apply when the HYPR processes Customer’s Personal Data as a processor. The illustrative indemnification clause does not apply. In Clause 4(f) the language “adequate protection within the meaning of Directive 95/46/EC” is deleted and replaced with “a level of data protection that is considered adequate under, or equivalent to, the applicable data protection law.” Clause 9, Governing Law, shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” In Clause 11(3), the language “, namely…” at the end of the sentence is hereby deleted. Exhibit B of this Addendum serves as Appendix I of the UK Controller-to-Processor SCCs. Exhibit C of this Addendum serves as Appendix II of the UK Controller-to-Processor SCCs. 
   3. The UK Controller-to-Controller SCCs apply when the HYPR processes Customer’s Personal Data as a controller pursuant to Section 9 of this Addendum. Clause II(h) of the UK Controller-to-Controller SCCs shall be deemed to state that the HYPR will process Personal Data in accordance with the data processing principles set forth in Annex A of the UK Controller-to-Controller SCCs. The illustrative commercial clause does not apply. Clause IV (Governing Law) shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” Exhibit B of this Addendum serves as Annex B of the UK Controller-to-Controller SCCs.
   4. The parties acknowledge and agree that if any of the UK SCCs are replaced or superseded by new standard contractual clauses issued and approved pursuant to Article 46 of the UK GDPR and related provisions of the UK Data Protection Act 2018 (“New UK SCCs”), the Data Importer may give notice to the Data Exporter and, with effect from the date set forth in such notice, the application of the UK SCCs set forth in this Addendum shall be amended so that the UK SCCs cease to apply to ex-UK Transfers, and the New UK SCCs specified in such notice shall apply going forward. To the extent that the use of the New UK SCCs require the parties to complete additional information, the parties shall reasonably and promptly work together to complete such additional information. 
5. Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications: 
   1. The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data transfers subject to the FADP.
   2. The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP. 
   3. Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be observed. 
   4. The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs. 
6. Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:
   1. As of the date of this Addendum, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Customer’s Personal Data (“Government Agency Requests”). 
   2. If, after the date of this Addendum, the Data Importer receives any Government Agency Requests, HYPR shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. As part of this effort, HYPR may provide Customer’s basic contact information to the government agency. If compelled to disclose Customer’s Personal Data to a law enforcement or government agency, HYPR shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless HYPR is legally prohibited from doing so. HYPR shall not voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this Addendum should be suspended in the light of such Government Agency Requests. 
   3. The Data Exporter and Data Importer will meet regularly to consider whether:
      1. the protection afforded by the laws of the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be.
      2. additional measures are necessary to enable the transfer to be compliant with the Data Protection Laws. 
      3. it is still appropriate for Personal Data to be transferred to the relevant Data Importer, considering all relevant information available to the parties, together with guidance provided by the supervisory authorities. 
   4. If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws. 
   5. If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this Addendum cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.
7. Rights of Data Subjects

7. HYPR shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s rights of access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If HYPR receives a Data Subject Request in relation to Customer’s data, HYPR will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to HYPR, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.
8. HYPR shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without HYPR’s assistance and (ii) HYPR is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by HYPR.
9. Actions and Access Requests; Audits

1. HYPR shall, considering the nature of the processing and the information available to HYPR, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, if Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by HYPR.
2. HYPR shall, considering the nature of the processing and the information available to HYPR, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by HYPR.

1. HYPR shall maintain records sufficient to demonstrate its compliance with its obligations under this Addendum and retain such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice to HYPR, have the right to review, audit and copy such records at HYPR’s offices during regular business hours.
2. Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, HYPR shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating HYPR’s compliance with prevailing data security standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an audit or inspection of HYPR’s data security infrastructure and procedures that is sufficient to demonstrate HYPR’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to HYPR’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to HYPR for any time expended for on-site audits. If Customer and HYPR have executed Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 5(f) and Clause 12(2) of the UK SCCs and Clause 8.9 of the EU SCCs shall be conducted in accordance with this Section 8.4. 
3. HYPR shall immediately notify Customer if an instruction, in the HYPR’s opinion, infringes the Data Protection Laws or Supervisory Authority.
4. In the event of a Personal Data Breach, HYPR shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as HYPR in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within HYPR’s reasonable control).
5. In the event of a Personal Data Breach, HYPR shall, considering the nature of the processing and the information available to HYPR, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
6. The obligations described in Sections 8.5 and 8.6 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. HYPR’s obligation to report or respond to a Personal Data Breach under Sections 8.5 and 8.6 will not be construed as an acknowledgement by HYPR of any fault or liability with respect to the Personal Data Breach.

7. HYPR’s Role as a Controller. The parties acknowledge and agree that with respect to Customer Account Data and Customer Usage data, HYPR is an independent controller, not a joint controller with Customer. HYPR will process Customer Account Data and Customer Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out HYPR’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which HYPR is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this Addendum and the Agreement. HYPR may also process Customer Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by the HYPR as a controller shall be in accordance with the HYPR’s privacy policy set forth at https://www.hypr.com/privacy-policy. 
8. 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 Addendum; (3) the Agreement; and (4) the HYPR’s privacy policy. Any claims brought in connection with this Addendum will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.
9. Execution of this Addendum. HYPR has pre-signed this Addendum, in the signature block below and in each of the main body, and Exhibit B (as the “data importer”). To complete this Addendum, Customer must: (i) complete the information requested in the signature block below and sign there, (ii) complete the information requested of the “data exporter” on Exhibit B, and (iii) send the completed and signed Addendum to HYPR by email to legal@hypr.com. Upon receipt of the validly completed Addendum by HYPR at this email address, this Addendum will become legally binding.

Exhibit A

Details of Processing

Nature and Purpose of Processing: HYPR will process Customer’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this Addendum, and in accordance with Customer’s instructions as set forth in this Addendum.

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

Categories of Data Subjects: Customer end-users, employees, contractors, and other designated persons.

Categories of Personal Data: 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 include name, location, email address, phone number, address, occupation, and title. 

Sensitive Data or Special Categories of Data: None

Exhibit B

The following includes the information required by Annex I and Annex III of the EU SCCs, and Appendix 1 of the UK SCCs. 

1. The Parties 

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, 10^th 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

2. Description of the Transfer 

3. Competent Supervisory Authority 

The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13. Otherwise, Data Protection Commission (Ireland).

4. List of Authorized Sub-Processors

See list of subprocessors available at https://www.hypr.com/subprocessors/. 

Exhibit C

DATA SECURITY EXHIBIT

This Data Security Exhibit describes the minimum technical, organizational and physical security measures HYPR takes to protect Personal Data. 

.

1. SECURITY PROGRAM

While providing Services, HYPR will maintain a written information security program of policies, procedures and controls?governing the Processing, transmission and security of Personal Data (the “Security Program”) to protect Personal Data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. 

HYPR shall regularly test, assess and evaluate the effectiveness of the Security Program and at least annually review and update the Security Program to address new and evolving security technologies, changes to industry standard practices, and changing threats to the security, confidentiality and integrity of Personal Data, and to ensure that these risks are addressed. For clarity, no such update shall materially reduce the commitments, protections or overall level of service provided to Customer as described herein.

2. Physical, Technical and Administrative Security Measures

2.1. PHYSICAL SECURITY MEASURES.

2.1.1. Data Center Facilities. HYPR hosts its platform and customer data with third party data hosting providers, which maintain physical security measures designed to  provide physical data security and formal physical access procedures. (i) Physical access restrictions and monitoring that may include a combination of any of the following: multi-zone security, man-traps, appropriate perimeter deterrents (e.g. fencing, berms, guarded gates), on-site guards, biometric controls, CCTV, and secure cages; and (ii) fire detection and fire suppression systems both localized and throughout the data center floor.

2.1.2. Systems, Machines and Devices. (i) Physical protection mechanisms; and (ii) entry controls to limit physical access.

2.1.3. Media. (i) Industry standard destruction of sensitive materials before disposition of media; (ii) secure safe for storing damaged hard disks prior to physical destruction; and (iii) physical destruction of all decommissioned hard disks storing Personal Data.

2.2. TECHNICAL SECURITY MEASURES.

2.2.1. Access Administration. Access to Personal Data by HYPR’s employees and contractors is protected by authentication and authorization mechanisms. User authentication is required to gain access to Personal Data. Access privileges are based on job requirements and are revoked upon termination of employment or consulting relationships. Production infrastructure includes appropriate user account and password controls (e.g., the required use of VPN connections, complex passwords with expiration dates, and a two-factored authenticated connection) and is accessible for administration.

2.2.2. Service Access Control. The Services provides user and role-based access controls. 

2.2.3. Firewall System. An industry-standard firewall is installed and managed to protect Personal Data by residing on the network to inspect all ingress connections routed to the environment.

2.2.4. Vulnerability Management. HYPR conducts periodic independent security risk evaluations to identify critical information assets, assess threats to such assets, determine potential vulnerabilities, and remediate any identified vulnerabilities in a timely manner. When software vulnerabilities are revealed and addressed by a vendor patch, HYPR will obtain the patch from the applicable vendor and apply it promptly and only after such patch is tested and determined to be safe for installation in all production systems.

2.2.5. Antivirus. HYPR updates antivirus, anti-malware, and anti-spyware software on regular intervals and centrally logs events for effectiveness of such software.

2.2.6. Change Control. HYPR ensures that only authorized changes are made to the platform, applications and production infrastructure. The risk to Personal Data shall be assessed and the results of the assessment documented.

2.2.7. Data Separation. Personal Data shall be maintained in a separate logical environment from HYPR’s other customers and HYPR’s corporate infrastructure.

2.2.8. Encryption. Personal Data shall be encrypted in transit and at rest in line with Industry best practice guidelines.

2.3. ADMINISTRATIVE SECURITY MEASURES.

2.2.1. Data Center Assessments. HYPR uses third-party data center providers when providing the Services. In connection therewith, HYPR must perform routine reviews at each data center to ensure that it continues to maintain the security controls necessary to comply with the Security Program. Where HYPR uses a third-party data center provider, HYPR must perform, at least an annual assessment, to include, where permitted by such third party vendor, an onsite review of the security controls at each data center to ensure continued compliance to the agreements in place, including this Data Security Exhibit. 

2.2.2. Personnel Security. HYPR performs background screening on all employees and all contractors who have access to Personal Data, subject to applicable law.

2.2.3. Security Awareness and Training. HYPR maintains a privacy and security awareness program that includes appropriate training of HYPR personnel on data privacy and the Security Program. Training is conducted at time of hire and at least once per year.

2.2.4. HYPR Risk Management. HYPR maintains a vendor risk management program that assesses all vendors that access, store, process or transmit Personal Data for appropriate security controls and business disciplines.

3. SERVICE CONTINUITY AND DISASTER RECOVERY

HYPR shall implement and document appropriate and adequate business continuity and disaster recovery plans to ensure that HYPR can continue to or resume providing the Services promptly after a disruptive event. HYPR will regularly test and monitor the effectiveness of its business continuity and disaster recovery plans at least annually or as otherwise requested by Customer. HYPR shall provide Customer with its written business continuity and disaster recovery plan upon request. 

4. CERTIFICATIONS AND AUDITS

4.1. CERTIFICATIONS AND ATTESTATIONS. HYPR holds the following security certifications (collectively, the “Standards”):

At least once per calendar year, HYPR shall obtain an assessment against such Standards by an independent third-party auditor. 

4.2. AUDITS AND CORRECTIVE ACTIONS.

4.2.1. Audits. HYPR shall make available to Customer all information necessary to demonstrate compliance with its obligations under the Agreement and this Data Security Exhibit and allow for and contribute to audits, including onsite inspections, conducted by Customer or another auditor mandated by Customer. Such information shall be treated as Confidential Information under the Agreement.

4.2.2. Corrective Actions. Upon request by Customer, HYPR shall discuss the results of the audit conducted pursuant to Clause 5.2.1 (Audits) above. If Customer identifies a material deficiency between HYPR’s commitments this Data Security Exhibit, and the information gathered during an audit, then HYPR shall take, at its own cost, the necessary corrective actions reasonably satisfactory to Customer or Customer shall be entitled to terminate the Agreement and receive all prepaid and unused fees back. 

5. MONITORING AND INCIDENT MANAGEMENT

5.1. MONITORING, MANAGEMENT AND NOTIFICATION.

5.1.1. Incident Monitoring and Management. HYPR will monitor, analyze and respond to security incidents promptly. 

5.1.2. Personal Data Breach Notification. HYPR will report to Customer any Personal Data Breach without undue delay but in no event later than seventy-two (72) hours of becoming aware a Personal Data Breach has occurred.

5.1.3. Report. The initial report will be made to Customer’s security and legal teams at respectively. As information is collected or otherwise becomes available to HYPR, and unless prohibited by applicable law, HYPR shall provide without undue delay any further information regarding the nature and consequences of the Personal Data Breach to allow Customer to notify relevant Parties, including affected Data Subjects, government agencies and data protection authorities, in accordance with Data Protection Laws. The report will include the name and contact information of HYPR contact from whom additional information may be obtained. HYPR shall inform Customer of the measures that it will adopt to mitigate the cause of the Personal Data Breach and to prevent future Personal Data Breaches.

6. PENETRATION TESTS

6.1. BY A THIRD-PARTY. If applicable to the Services, HYPR shall provide Customer with a penetration test on HYPR’s application annually to identify risks and remediation that help increase security.

6.2. BY CUSTOMER. If applicable to the Services, Customer may request to perform penetration test with reasonable advance notice, but no more than once per calendar year. Prior to conducting any penetration test, Customer shall notify HYPR by submitting a written request to schedule such a test. Customer shall not perform a penetration test without HYPR’s express written authorization, which shall not be unduly withheld. In the event Customer authorized penetration testing identifies vulnerabilities that HYPR is able to reproduce, HYPR shall, consistent with industry-standard practices, use commercially reasonable efforts to promptly make any necessary changes to improve the security of the Services. HYPR’s approval for Customer to perform a penetration test as set forth in this Section includes the ability for Customer to retest the detected vulnerabilities from the initial penetration test. All testing results shall be the Confidential Information of HYPR.

Released on June 16, 2022.