Terms of Service

Revised: October 13, 2021

CoderPad, Inc. encourages you to carefully read these Terms of Service (the “Terms”) before using coderpad.io or www.codingame.com/work/ (“the Website” or “the Services”) operated by CoderPad, Inc. (collectively with its affiliates and subsidiaries, “CoderPad”, “us”, “we”, or “our”). This Agreement sets forth the legally binding terms and conditions for your use of, or subscription to, the Website and the Services.

By accessing or using the Website in any manner, including, but not limited to, visiting or browsing the Website or contributing content or other materials to the Website, you agree to be bound by these Terms, the EU Standard Contractual Clauses attached (if applicable) and our Privacy Policy.

These Terms are made by and between the party on whose behalf they are accepted (the “Subscriber”, “you” or “your”) and CoderPad, Inc. If you are entering into or accepting these Terms on behalf of a legal entity, you represent and warrant that you have the right, authority and capacity to bind such entity to these Terms, in which case the term “Subscriber” or “you” shall refer to such entity. If you do not have such authority, or do not agree to be bound by all of the provisions of these Terms, do not access or use the Services.

This Website is only intended for individuals who are at least 16 years of age. We do not knowingly encourage or solicit visitors to this Website who are under the age of 16 or knowingly collect personal data from anyone under the age of 16 without parental fiduciary consent.

License and Access

Subject to your compliance with these Terms, and your payment of any applicable fees, CoderPad grants you a limited, non-exclusive, non-transferable, non-sublicensable, personal license to access and make use of the Service. All rights not expressly granted to you in these Terms are reserved. You may not misuse the Service. You may use the Service only as permitted by law. The licenses granted by CoderPad will terminate automatically and without further notice if you do not comply with these Terms.

Account Types and Terms

Free Accounts and Trial Accounts: You may register for a free account on the Website. A free account does not provide you with access to all functionalities of the Service. Free accounts have a term that runs until you close the account or CoderPad terminates the account (which CoderPad may do at any time at its sole discretion and without notice for any reason).

You may request a free trial of the Service, which CoderPad may agree to provide at its sole discretion. You may not have more than one trial account at a time, and you may not serially sign up for trial accounts to avoid paying for the Service. A trial account is valid for seven (7) days unless otherwise agreed by CoderPad; however, CoderPad may at its sole discretion terminate any trial account immediately and without notice for any reason. After the seven (7) day trial period, if you do not sign up for a paid account, your trial account will become a free account with more limited functionality than trial accounts and paid accounts.

CoderPad provides free accounts and trial accounts for use on an “as is” basis, without any warranties of any kind, express or implied, and to the fullest extent permitted under applicable law, CoderPad disclaims all liability with respect to your access of the Website and use of the Service pursuant to a free account or a trial account.

Paid Accounts: Paid accounts for the Service are a month-by-month subscription, and automatically renew until 1) you stop paying the fees for the paid account or 2) the paid account is terminated in accordance with these Terms. There are different tiers of paid accounts available from CoderPad. More information regarding the account tiers and their pricing is available at https://coderpad.io/pricing or https://www.codingame.com/work/pricing/. Subscribers may not have more than one paid account at a single company (including such company’s affiliates). If you stop paying the fees for a paid account, the account will become a free account and will have more limited functionality than the paid account.

The Service is billed in advance on a recurring monthly basis and payments are non-refundable. All fees will be paid in US dollars or Euros. There will be no refunds for cancellation of partial months of service. However, in the case of upgrades and downgrades of the Service tier which Subscriber is purchasing, Subscriber will be credited pro-rata for remaining unused time on the original plan. Downgrading your Service tier may cause the loss of certain features or capacity of the account; CoderPad does not accept any liability for such loss. For any billing questions or disputes, please reach out to us directly at support@coderpad.io to work out resolution.

All paid plans require a valid credit card or advance arrangement of a custom billing plan unless otherwise agreed by CoderPad.

If any subscription paid by credit card is 21 or more days overdue, we may, without limiting any rights and remedies, cease the provision of Service to Subscriber until the overdue amount is paid in full.

Subscriber shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

Passwords

Prior to gaining access to certain functionalities of the Service, we may require you to set up a username and password (“Passwords”) as set forth in the account registration procedures provided to you or posted on the Website. You agree to comply with any procedures specified by CoderPad from time to time regarding obtaining and updating Passwords for the Website and the Service. You agree to assume sole responsibility for the security of Passwords used by you. Accounts are subject to cancellation or suspension by CoderPad at any time, including upon the misuse of the account or breach of these Terms. You agree that you will use your best efforts to prevent any third party from obtaining your Password, and you shall inform CoderPad immediately of any actual or potential unauthorized access to a Password or to the Website and/or the Service.

Subscriber’s Obligations & Responsibilities

Subscriber is solely responsible for ensuring that it has all rights, licenses and permissions in and to information, data, software code and other materials (collectively, “Subscriber Data”) that it inputs to, transmits through and/or stores on the Service and the Website. Subscriber represents and warrants that it has all rights, licenses and permissions necessary to authorize CoderPad to receive, store and display such Subscriber Data for the purpose of providing the Service. Without limitation, Subscriber Data may include (i) contact data such as names, email addresses and other personally identifiable information, (ii) interview questions and coding examples used in the process of conducting interviews via the Service, and (iii) interview notes created by Subscriber or its personnel in the course of conducting such interviews.

Subscriber is also solely responsible for ensuring that each candidate whom Subscriber is interviewing via use of the Services is aware of and consents to these Terms with respect to the conduct of such interview and the candidate’s use of the Website and the Service for the purpose of participating in such interview. This includes making the candidate aware that his/her coding efforts as demonstrated in the course of the interview will be stored by CoderPad and will be accessible by Subscriber after the conclusion of the interview.

In addition, Subscriber shall:
1. use the Service in accordance with the Agreement;
2. safeguard user emails and Passwords used to access the Service and prevent unauthorized access to or use of the Service;
3. promptly notify CoderPad of any unauthorized access, access attempts, or use of the Service;
4. not use the Service to store, transmit or display Subscriber Data for fraudulent purposes or in violation of applicable laws and governmental regulations;
5. not conduct interviews via the Service or otherwise use the Service in a manner that violates applicable laws, including laws that prohibit discrimination in hiring and employment on the basis of race, color, national origin, religion, age, sex (gender), sexual orientation, or physical or mental disability;
6. not make the Service available to, or use the Service for the benefit of, anyone other than Subscriber’s own personnel or end users;
7. not use the Service to store, transmit or display code, files, scripts, agents, or programs intended to do harm, including viruses, worms, Trojan horses, spyware, ransomware or code that damages or destroys data or networks on which data is stored (“Malicious Code”);
8. not interfere with or disrupt the integrity or performance of the Service or any third-party technology contained therein;
9. not attempt to gain unauthorized access to any of CoderPad’s data centers, systems or networks;
10. not permit direct or indirect access to or use the Service in a way that circumvents a usage or capacity limit of the Service;
11. not sell, resell, license, sublicense, distribute, redistribute, rent, or lease the Service;
12. not copy, modify or create a derivative work of the Service or any part thereof;
13. not access the Service or use the documentation to develop a competing product or service;
14. not reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any or all of the source code of the Service, except as permitted by applicable laws or governmental regulations;
15. not alter, remove or obscure any copyright, trademark or other proprietary notices on the Service;
16. not extract, mine or ‘scrape’ data or content from the Service, whether manually or via automated means;
17. not use the Service or underlying infrastructure for cryptocurrency mining purposes or any other purpose that is not the authorized intent of CoderPad;
18. not use any meta tags or any other “hidden text” utilizing CoderPad’s name or trademarks without the express written consent of CoderPad;
19. obtain and maintain appropriate equipment and ancillary services needed to connect to, access or otherwise use the Service, including hardware, servers, software, operating systems, VPNs and internet access;
20. obtain and maintain any required consents necessary to permit the processing of Subscriber Data by CoderPad under these Terms; and
21. obtain and maintain any consents necessary to permit the processing by CoderPad of the personal information of Subscriber’s personnel who serve as Subscriber’s designated agents for purposes of the Service and these Terms.

Termination

We may terminate access to the Service:
a) immediately and without notice, in the event CoderPad determines that Subscriber’s use of the Service violates these Terms or CoderPad’s intellectual property rights, or poses a threat to the functionality of the Service or to the security of data contained on or transmitted through the Service;
b) immediately and without notice, with respect to any trial accounts; or
c) without cause, with respect to any paid accounts, by giving notice that access will terminate at the end of the then-current month of paid-for Service.

If you no longer wish to use the Service, Subscriber is solely responsible for properly terminating its subscription. To terminate a subscription, the Subscriber is to select “Cancel Paid Plan” in the Billing subsection of the Website.

All items owned by Subscriber as specified in the “Subscriber Ownership and Content” section of these Terms shall remain available to Subscriber in CoderPad for a period of up to ninety (90) days after termination for any reason, but all other features of the Service may be unavailable or greatly curtailed. After such ninety (90) day period, CoderPad is not obligated to retain any or all copies of your Subscriber Data or other content that you or candidates that you interviewed via the Service may have provided to CoderPad.

CoderPad Intellectual Property

The Service, the software that CoderPad uses to operate the Service, and all intellectual property rights in and to the foregoing are and shall at all times remain the exclusive property of CoderPad and its licensors, and are protected by United States and international copyright and other intellectual property laws. All rights therein are expressly reserved by CoderPad, and no rights are granted to you other than that limited right to access and use the Service on the terms set forth in these Terms.

You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any CoderPad materials or intellectual property, in whole or in part.

If you provide us with any suggestions, comments or other feedback relating to the Service (whether existing, suggested or contemplated), which is or may be subject to any intellectual property rights (“Feedback”), such Feedback shall be exclusively owned by CoderPad. By providing such Feedback to CoderPad, you acknowledge and agree that it may be used by CoderPad in order to: (i) further develop, customize and improve of the Service, (ii) provide ongoing assistance and technical support, (iii) create aggregated statistical data and other aggregated and/or inferred information, which CoderPad may use to provide and improve its services, (iv) to enhance CoderPad data security and fraud prevention capabilities, and (v) to comply with any applicable laws and regulations.

In addition, you (1) represent and warrant that such Feedback does not infringe on any third party rights; (2) irrevocably assign to CoderPad any right, title and interest you may have in such Feedback; and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.

Subscriber Ownership and Content

Subscriber retains all rights, title and interest in the Subscriber Data, including all related intellectual property rights, input into, transmitted through, or stored by Subscriber within CoderPad.

You may at any time request a copy of your Subscriber Data from CoderPad, and if it is reasonably possible for CoderPad to provide it or make it accessible to you, we will. The data will be provided in an industry standard format as determined by CoderPad. CoderPad will use industry standard and commercially reasonable efforts to keep your Subscriber Data safe and secure, as described in these Terms and the CoderPad Privacy Policy. However, you are ultimately responsible for maintaining a backup of your Subscriber Data, as CoderPad cannot guarantee that data will never be lost or corrupted, and CoderPad does not take liability to reconstruct corrupted or lost Subscriber Data.

We reserve the right to monitor Subscriber Data and to remove or disable content that we, in our sole discretion, determine to be illegal, harmful, offensive, creating liability for CoderPad or its service providers, or otherwise in violation of these Terms or CoderPad operating policies. Without limiting the foregoing, CoderPad does not assume any obligation to perform such monitoring, and CoderPad does not make any representations or guarantees regarding content provided by other users of the Service.

Indemnification

We, at our expense, shall defend you and your officers, directors and employees (“Subscriber Indemnified Parties”) against any claim made or brought against any Subscriber Indemnified Party by a third party alleging that the Service as provided to you for use in accordance with these Terms infringes the intellectual property rights of a third party, and shall pay any damages finally awarded by a court or agreed to by you (with CoderPad’s consent) in a settlement with respect to such claim. The foregoing indemnity applies only if you have a paid account for Services; it does not apply to Subscribers who have a free account or a trial account.

You, at your expense, shall indemnify, hold harmless and (if so requested by CoderPad) defend us and our directors, officers, employees, affiliates, subsidiaries, partners, suppliers, agents, contractors and licensors, and each of their respective officers, directors, agents and employees (the “CoderPad Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (1) your access of use of the Website or the Service; (2) your breach of these Terms; (3) any Subscriber Data or other content you provide to CoderPad or transmit through or store on the Website or the Service; (4) any activity in which you engage on or through the Website or the Service; or (5) your violation of any law or the rights of a third party, including (a) use of the Service to conduct interviews in a discriminatory or otherwise illegal manner, or (b) the infringement by you of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of these Terms.

Confidentiality

Each party agrees to use reasonable efforts to maintain the secrecy and confidentiality of Confidential Information of the other party and to only use such Confidential Information as anticipated under these Terms. Confidential Information shall include the following: (i) any information clearly marked as confidential at the time of disclosure, and (ii) any intellectual property provided by CoderPad in the performance of the Service. The provisions of this section shall not apply to information that: (i) is disclosed or available to the public; (ii) is otherwise in the public domain at the time of disclosure or subsequently becomes part of the public domain through no fault of the receiving party; (iii) is already known to the receiving party without an obligation of confidentiality; (iv) is approved for release in writing by the disclosing party; or (v) the receiving party is compelled to disclose or deliver in response to a law, regulation, or governmental or court order (to the least extent necessary to comply with such order), provided that receiving party notifies the disclosing party promptly (if permitted under the order) upon receiving such order to give the disclosing party the opportunity to contest such order and cooperates in the contest action (at the disclosing party’s expense) if requested and permitted under the order.

Disclaimers; Limitation of Liability

Each party hereby represents and warrants to the other that it has the necessary authority to enter into and perform its obligations under these Terms, and without the consent of any third party or breach of any contract or agreement with a third party, that they have the necessary authority to enter these Terms, and that they shall comply with all laws applicable to the performance, use and receipt of the Service.

You agree and understand that the Service is only a tool that assists you in conducting interviews. CoderPad does not independently confirm the identity of any individual whom a Subscriber interviews through use of the Service. CoderPad does not evaluate any candidates interviewed by Subscribers using the Service, nor does CoderPad provide any guidance on the suitability of such candidates for employment or other engagement by Subscribers or any third party.

You agree and understand that the Service and all information, content, materials, products (including software) and other services included on or otherwise made available to you through the Service are provided by CoderPad on an “as is” and “as available” basis, unless otherwise agreed upon in writing by CoderPad. CoderPad makes no representations or warranties of any kind, express or implied, as to the operation of the Service, or the information, content, materials, products (including software) or other services included on or otherwise made available to you through the Service, unless otherwise agreed upon in writing by CoderPad. CoderPad, its affiliates, their respective employees, members, shareholders, agents, third party content providers and licensors, do not warrant that the Service will be uninterrupted or error free; nor does CoderPad make any warranty as to the results that may be obtained from use of the service, or as to the accuracy, reliability or content of any information provided through the Service.

In addition, CoderPad makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any third party applications (or the content thereof), user content, devices or any other product or service advertised, promoted or offered by a third party on or through the Service or any hyperlinked website and CoderPad is not responsible or liable for any transaction between you and third party providers of the foregoing. You expressly agree that your use of the Service is at your sole risk.

You agree that your sole and exclusive remedy for any problems or dissatisfaction with the Service is to stop using the Service. You agree that CoderPad has no obligation or liability arising from or related to third party content and services made available through or in connection with the Service, and while your relationship with such third party content and services may be governed by separate agreements with such third parties, your sole and exclusive remedy, as with respect to CoderPad, for any problems or dissatisfaction with third party content and services, is to stop using any such third party content and services.

To the fullest extent permissible by law, CoderPad disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, non-infringement and fitness for a particular purpose in connection with the Website and/or Services. CoderPad does not warrant that the Service, information, content, materials, products (including software) or other services included on or otherwise made available to you through the Website and/or Service, CoderPad’s servers or electronic communications sent from CoderPad are free of viruses or other harmful components.

IN NO EVENT WILL (A) CODERPAD OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES UNDER OR IN CONNECTION WITH THESE TERMS OR SUBSCRIBER’S ACCESS AND USE OF THE WEBSITE AND THE SERVICE, OR (B) CODERPAD’S AGGREGATE LIABILITY (TOGETHER WITH ALL OF ITS AFFILIATES) ARISING OUT OF OR RELATED TO THESE TERMS OR SUBSCRIBER’S ACCESS AND USE OF THE WEBSITE AND THE SERVICE (REGARDLESS OF THE NUMBER OF INDIVIDUAL INCIDENTS GIVING RISE TO LIABILITY) EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY SUBSCRIBER HEREUNDER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE ABOVE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, AND REGARDLESS OF WHETHER REMAINING REMEDIES ARE DEEMED TO FAIL OF THEIR ESSENTIAL PURPOSE.

YOUR SOLE AND ALTERNATIVE REMEDY IF THE ABOVE STATED LIMITATIONS ARE FOUND TO FAIL OF THEIR ESSENTIAL PURPOSE SHALL BE PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED $100. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, CODERPAD’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THE FOREGOING SHALL NOT LIMIT CODERPAD’S LIABILITY FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.

Our Website may contain links to third-party websites that are not owned or controlled by CoderPad. CoderPad has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party Websites or services. We strongly advise you to read the terms and conditions and privacy policy of any third-party Website that you visit.

Governing Law

This Agreement (and any further rules, policies, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of the State of California, United States, without giving effect to any principles of conflicts of law.

Privacy Policy

CoderPad treats personal information and personal data in accordance with its current Privacy Policy.

California Consumer Privacy Act

Consumers, as defined under the California Consumer Privacy Act (CCPA) may have rights regarding their personal information, which meets the definition of “Personal Information” under the CCPA. You are responsible for any Personal Information you collect under the CCPA (“Business PI”). The parties agree that CoderPad acts as a “Service Provider” and you are a “Business” (as such terms are defined under the CCPA). CoderPad and you each shall comply with our and your respective obligations under the CCPA. For example, CoderPad shall not sell your Service Provider PI or otherwise disclose your Service Provider PI for a commercial purpose. Notwithstanding the foregoing, you agree that in accordance with the CCPA, CoderPad may use, in aggregate, Personal Information of the end users or your Business or any other Businesses for which CoderPad is a Service Provider for the purposes of detecting data security incidents or protecting against fraudulent or illegal activity. This aggregated Personal Information may include IP addresses, preferences, web pages visited prior to coming to your or another Business’ website, information about browser, network or device (such as browser type and version, operating system, internet service provider, preference settings, unique device IDs and language and other regional settings), and information about how end users interact with your or another Business’ website (such as timestamps, clicks, scrolling, browsing times and load times).

Residents of the European Economic Area

If Subscriber or your end users reside in the European Economic Area or if any transfer of information between Customer and the Services is governed by the European Union General Data Protection Directive (GDPR) or national laws implementing the GDPR, then Customer expressly consents to the transfer of such information outside of the European Union to the United States as may be contemplated by the features and activities of the Services under this Agreement. You agree to be bound by (and CoderPad agrees to be bound by) the Standard Contractual Clauses (“SCCs”) attached to these Terms of Service as Appendix A.

Changes To This Agreement

We reserve the right, at our sole discretion, to modify or replace these Terms by posting the updated Terms on the Website. Your continued use of the Website after any such changes constitutes your acceptance of the updated Terms.

Please review this Agreement periodically for changes. If you do not agree to any of this Agreement or any changes to this Agreement, do not use, access or continue to access the Website and discontinue any use of the Website immediately.

Miscellaneous

No Waiver. The failure of CoderPad to exercise or enforce any right or provision of these Terms shall not constitute a waiver of said right or provision.

Enforceability. If any portion of these Terms is found to be void, invalid or otherwise unenforceable, then that portion shall be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of these Terms shall continue to be enforceable and valid according to terms contained herein.

Export Control. You may not use or otherwise export or re-export the Service except as authorized by United States law and the laws of the jurisdiction(s) in which the Service was obtained. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Survival. The provisions of these Terms which by their express language or by their context are intended to survive the termination of these Terms shall survive such termination. Without limiting the generality of the foregoing, the disclaimers of warranty, intellectual property ownership, confidentiality, indemnity and limitations of liability shall survive any termination or expiration of this agreement.

Headings & Construction. The section titles in the Terms are for your convenience only and carry no contractual or legal effect whatsoever. The language in these Terms shall be interpreted in accordance with its fair meaning and shall not be strictly interpreted for or against either party.

Force Majeure. Neither party hereto shall be deemed to be in default of any provision of the Terms or for failure in performance, other than the obligation to pay amounts due hereunder when due, resulting from acts or events beyond the reasonable control of such party and arising without its fault or negligence, including, but not be limited to, acts of God, civil or military authority, interruption of electric or telecommunication services, civil disturbances, acts of war or terrorists, strikes, fires, floods or other catastrophes. Each Party shall use reasonable efforts to mitigate the effect of a force majeure event.

Contact. For purposes of providing notice contact us at: CoderPad, Inc., 44 Montgomery Street, Floor 3, San Francisco CA 94104.

Appendix A

EU Standard Contractual Clauses

SECTION I

Clause 1

Purpose and scope

(a)    The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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) for the transfer of data to a third country.

(b)    The Parties:

(i)     the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

(ii)    the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(c)    These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d)    The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a)    These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 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, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b)    These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a)    Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i)     Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii)    Clause 8.1(b), 8.9(a), (c), (d) and (e);

(iii)   Clause 9(a), (c), (d) and (e);

(iv)   Clause 12(a), (d) and (f);

(v)    Clause 13;

(vi)   Clause 15.1(c), (d) and (e);

(vii)  Clause 16(e);

(viii) Clause 18(a) and (b).

(b)    Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a)    Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b)    These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c)    These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7

Docking clause

(a)    An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b)    Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c)    The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1   Instructions

(a)     The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b)    The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2   Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3   Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4   Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5   Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6   Security of processing

(a)    The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b)    The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c)    In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d)    The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7   Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8   Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i)     the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii)    the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii)   the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv)   the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9   Documentation and compliance

(a)    The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b)    The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c)    The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d)    The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e)    The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

(a)    The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 14 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b)    Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c)    The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d)    The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e)    The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

(a)    The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b)    The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c)    In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

(a)    The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b)    In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c)    Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i)     lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii)    refer the dispute to the competent courts within the meaning of Clause 18.

(d)    The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e)    The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f)    The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a)    Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b)    The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c)    Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d)    The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e)    Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f)    The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(g)    The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a)      The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b)    The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

 (a)   The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b)    The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i)     the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii)    the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

(iii)   any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c)    The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d)    The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e)    The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f)    Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1      Notification

(a)    The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i)     receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii)    becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

 (b)   If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c)    Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d)    The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e)    Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2      Review of legality and data minimisation

(a)    The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b)    The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c)    The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a)    The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b)    In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c)    The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i)     the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii)    the data importer is in substantial or persistent breach of these Clauses; or

(iii)   the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d)    Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e)    Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of France.

Clause 18

Choice of forum and jurisdiction

(a)    Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b)    The Parties agree that those shall be the courts of France.

(c)    A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d)    The Parties agree to submit themselves to the jurisdiction of such court

ANNEX I

A.   LIST OF PARTIES

Data exporter(s): “Subscriber”

Activities relevant to the data transferred under these Clauses:

Providing the Services; processing and storing user input as necessary to use the Services; communicating with the Customer/data exporter and Users/data subjects regarding the Services; processing the payment and collection of fees in respect of the Services; and improving, repairing, or otherwise troubleshooting issues regarding the Services

Role (controller): Provide data subjects access to the data importer’s Services.

Data importer(s): CoderPad, Inc.

Address: 44 Montgomery Street, 3rd floor, San Francisco CA 94104

Activities relevant to the data transferred under these Clauses:

Providing the Services; processing and storing user input as necessary to use the Services; communicating with the Customer/data exporter and Users/data subjects regarding the Services; processing the payment and collection of fees in respect of the Services; and improving, repairing, or otherwise troubleshooting issues regarding the Services

Role (processor): Offering the Services and providing data subjects access to the same.

B.   DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Data exporter employees

Data exporter consultants; and

Data exporter job candidates

Categories of personal data transferred

Name (family name and/or given name, or single identifier selected by the data subject)

Email address

IP address

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

None

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Each transfer is a one-off basis per data subject

Nature of the processing

Providing the Services; processing and storing user input as necessary to use the Services; communicating with the Customer/data exporter and Users/data subjects regarding the Services; processing the payment and collection of fees in respect of the Services; and improving, repairing, or otherwise troubleshooting issues regarding the Services

Purpose(s) of the data transfer and further processing

Providing the Services; processing and storing user input as necessary to use the Services; communicating with the Customer/data exporter and Users/data subjects regarding the Services; processing the payment and collection of fees in respect of the Services; and improving, repairing, or otherwise troubleshooting issues regarding the Services

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

Data will be retained throughout the Services Agreement and for 30 days after termination.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

See our subprocessors listed here 

C.   COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

Commission Nationale de L’Informatique et des Libertes (CNIL)

3 place de Fontenoy

TSA 80175

75334 Paris Cedex 07

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Measures of encryption of personal data: Data is encrypted at rest with AES-256, Block-level storage encryption. Individual volume keys are stable for the lifetime of the volume.

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services: Annual pen testing and cybersecurity audits. Regular code reviews. Semi-annual security training for all employees.

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident: Roll procedures are in place and a business continuity plan.

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing: Semi-annual security training and regular resources. Routine auditing and monitoring of access logs.

Measures for user identification and authorisation: Log administrator access to our systems, require SSO to access our systems and third-party systems.

Measures for the protection of data during transmission: Encryption in transit.

Measures for the protection of data during storage: Data is encrypted at rest with AES-256, Block-level storage encryption.

Measures for ensuring events logging: Alerting on metrics under threshold

Measures for ensuring system configuration, including default configuration: System configuration is managed by code and the process for instantiating new servers is automated.

Measures for internal systems security governance and management: SSO is required for accessing internal systems. Semi-annual security training for employees. Regular review of processes. Annual security audits by third party.

Measures for assurance and audit of processes and systems: Third party to audit processes, procedures and systems.

Measures for ensuring data quality: Software Development Lifecycle dictates code review to maintain data integrity.  Access to databases is controlled.

Measures for ensuring limited data retention: All data deleted 30 days after termination of contract.

Measures for allowing and ensuring data erasure: All data deleted 30 days after termination of contract.  Data erasure scripts log to our central logging when they execute.

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter

All subprocessors are reviewed to meet our security and IT standards, at a minimum. Subprocessor information is reviewed and terms are contracted to ensure compliance with all legal requirements and standards, including GDPR and CCPA.