DealRoom Data Processing Agreement
This DealRoom Data Processing Agreement and its Annexes (“DPA”), forms part of, and is subjectto, the Agreement for DealRoom Services (“the Agreement”) or other written or electronic terms ofservice or subscription agreement between DealRoom, Inc. (“DealRoom” or “Us”) and the legalentity defined as ‘Client’ thereunder (“Client” or “you”) together with all Client Affiliates who aresignatories to an Order Form for their own Service Account pursuant to such agreement (collectively,for purposes of this DPA, “Client”, and together with DealRoom, the “Parties“) reflects the Parties’agreement with respect to the Processing of Personal Data by us on behalf of you in connection withthe Subscription Services between you and us. All capitalized terms not defined in this DPA shallhave the meanings set forth in the Agreement. reflects the parties’ agreement with respect to theProcessing of Personal Data by us on behalf of you in connection with the Subscription Servicesbetween you and us (also referred to in this DPA as the “Agreement”)
This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, an Order or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.
We update these terms from time to time. If you have an active DealRoom subscription, we will let you know when we do via email (if you have subscribed to receive email notifications via the link in our Master Terms) or via in-app notification.
The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.
- Client Responsibilities
- DealRoom Obligations
- Data Subject Requests
- Data Transfers
- Additional Provisions for European Data
- Additional Provisions for California Personal Information
- General Provisions
- Parties to this DPA
Annex 1 - Details of Processing
Annex 2 - Security Measures
Annex 3 - Standard Contractual Clauses
Annex 4 - List of Sub-Processors
“California Personal Information” means Personal Data that is subject to the protection of the CCPA.
"CCPA" means California Civil Code Sec. 1798.100 et seq. (also known as the California
Consumer Privacy Act of 2018).
"Consumer", "Business", "Sell" and "Service Provider" will have the meanings given to them in the CCPA.
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and the data protection and privacy laws of Australia and Singapore; in each case as amended, repealed, consolidated or replaced from time to time.
“Data Subject” means the individual to whom Personal Data relates.
"Europe" means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.
“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.
"European Data Protection Laws" means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) in respect of the United Kingdom, any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance; in each case, as may be amended, superseded or replaced.
“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
"Permitted Affiliates" means any of your Affiliates that (i) are permitted to use the Subscription Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Client” as defined under the Agreement,
(ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Client Data and is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription Services.
"Personal Data Breach" will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of
"Privacy Shield" means the EU-U.S. and Swiss-US Privacy Shield self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to its Decision of July, 12 2016 and by the Swiss Federal Council on January 11, 2017 respectively; as may be amended, superseded or replaced.
"Privacy Shield Principles" means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision of July, 12 2016; as may be amended, superseded or replaced.
“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.
“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
“Standard Contractual Clauses” means (i) the standard contractual clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of protection as set out in Regulation (EU) 2016/679 of the European Parliament and of the Council from June 4, 2021, as available here, as updated, amended, replaced or superseded from time to time by the European Commission; or (ii) where required from time to time by a supervisory authority for use with respect to any specific restricted transfer, any other set of contractual clauses or other similar mechanism approved by such Supervisory Authority or by Applicable Laws for use in respect of such Restricted Transfer, as updated, amended, replaced or superseded from time to time by such Regulatory Authority or Data Protection Laws and Regulations.
“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the Subscription Services under the Agreement. Sub- Processors may include third parties or our Affiliates but will exclude any DealRoom employee or consultant.
“UK GDPR” means the Data Protection Act 2018, as updated, amended, replaced or superseded from time to time by the ICO.
“UK Standard Contractual Clauses” or “UK SCCs” means the standard contractual clauses for the transfer of Personal Data to Data processors established in third countries which do not ensure an adequate level of protection as set out by the ICO, as available here, as updated, amended, replaced or superseded from time to time by the ICO.
2. Role of the Parties
As between DealRoom and Client, DealRoom shall Process Client Personal Data only as a Data Processor (or sub-processor) acting on behalf of Client and, with respect to CCPA, as a “service provider” as defined therein, in each case regardless of whether Client acts as a Data Controller or as a Data Processor on behalf of a third-party Data Controller (“Third-Party Controller“) with respect to Client Personal Data.
3. Client Responsibilities
a) Compliance with Laws
Within the scope of the Agreement and in its use of the services, you will be responsible for complying with all requirements that apply to it under applicable Data
Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.
In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Client Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Client for marketing purposes); (iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the Subscription Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. You will inform us without undue delay if it is not able to comply with its responsibilities under this sub-section (a) or applicable Data Protection Laws.
b) Controller Instructions
The parties agree that the Agreement (including this DPA), together with your use of the Subscription Service in accordance with the Agreement, constitute your complete and final Instructions to us in relation to the Processing of Personal Data, and additional instructions outside the scope of the Instructions shall require prior written agreement between us and you.
4. DealRoom’s Obligations
a) Compliance with Instructions
We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.
b) Conflict of Laws
If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Subscription Services until such time as you issue new lawful Instructions with regard to the Processing.
We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA ("Security Measures"). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
d) No Assessment of Client Personal Data
DealRoom shall have no obligation to assess the contents or accuracy of Client Personal Data, including to identify information subject to any specific legal, regulatory, or other requirement. Client is responsible for reviewing the information made available by DealRoom relating to data security and making an independent determination as to whether the Services meet Client’s requirements and legal obligations under Data Protection Laws.
We will ensure that any personnel whom we authorize to Process Personal Data
statutory duty) with respect to that Personal Data.
f) Personal Data Breaches
We will notify you without undue delay after it becomes aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary
enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.
g) Deletion or Return of Personal Data
We will delete or return all Client Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of your Subscription Service in accordance with the procedures and timeframes set out in the Agreement, save that this requirement shall not apply to the extent we are required by applicable law to retain some or all of the Client Data, or to Client Data it has archived on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with its deletion practices. You may retrieve your Client Data from your account in accordance with our ‘Retrieval of Client Data’ sections throughout our Product Specific Terms.
5. Data Subject Requests
The Subscription Service provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests").
To the extent that you are unable to independently address a Data Subject Request through the Subscription Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You shall reimburse us for the commercially reasonable costs arising from this assistance.
If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.
You agree that we may engage Sub-Processors to Process Personal Data on your behalf. We have currently appointed, as Sub-Processors, the DealRoom Affiliates and third parties listed in Annex 4 to this DPA. We will notify you if we add or remove Sub- Processors to Annex 4 prior to any such changes, if you opt-in to receive such email notifications.
Where we engage Sub-Processors, we will impose data protection terms on the Sub- Processors that provide at least the same level of protection for Personal Data as those in this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.
7. Data Transfers
You acknowledge and agree that we may access and Process Personal Data on a global basis as
necessary to provide the Subscription Service in accordance with the Agreement, and in particular that Personal Data will be transferred to and Processed by DealRoom, Inc. in the United States and to other jurisdictions where DealRoom Affiliates and Sub-Processors have operations. We will ensure such transfers are made in compliance with the requirements of Data Protection Laws. For purposes of this section, “transfer” shall not include (a) any transfer of Client Data in or through the Service in accordance with the digital instructions of an End User, or (b) use of the Service by an End User outside the service region.
8. Additional Provisions for European Data
a) Scope of Section 9.
This 'Additional Provisions for European Data' section shall apply only with respect to European Data.
b) Roles of the Parties
When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are the Controller of European Data and we are the Processor.
If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.
d) Notification and Objection to New Sub-Processors.
We will notify you of any changes to Sub- processors by updating Annex 4 to this DPA and will give you the opportunity to object to the engagement of the new Sub-Processor on reasonable grounds relating to the protection of Personal Data within 30 days after updating Annex 4 to this DPA. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination).
e) Data Protection Impact Assessments and Consultation with Supervisory Authorities.
To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities to the extent required by European Data Protection Laws.
f) Transfer Mechanisms for Data Transfers.
(A) DealRoom shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable
European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
(B) You acknowledge that in connection with the performance of the Subscription Services, DealRoom, Inc. is a recipient of European Data in the United States. The parties acknowledge and agree the following:
(a) Standard Contractual Clauses: DealRoom, Inc. agrees to abide by and process European Data in compliance with the Standard Contractual Clauses.
(b)Privacy Shield: Although DealRoom, Inc. does not rely on the EU-US Privacy Shield as a legal basis for transfers of Personal Data in light of the judgment of the Court of Justice of the EU in Case C-311/18, for as long as DealRoom, Inc. is self-certified to the Privacy Shield DealRoom Inc will process European Data in compliance with the Privacy Shield Principles and let you know if it is unable to comply with this requirement.
(C) The parties agree that (i) purely for the purposes of the descriptions in the Standard Contractual Clauses, DealRoom, Inc. will be deemed the "data importer" and Client will be deemed the "data exporter" (notwithstanding that you may yourself be located outside Europe and/or be acting as a processor on behalf of third party controllers), (ii) notwithstanding the foregoing, where the DealRoom contracting entity under the Agreement is not DealRoom, Inc., You provide such contracting entity with a mandate to enter into the Standard Contractual Clauses with DealRoom, Inc. in its name and on its behalf, such contracting entity (not DealRoom, Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by DealRoom, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity; and (iii) if and to the extent the Standard Contractual Clauses (where applicable) conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict.
g) Demonstration of Compliance
We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections by you in order to assess compliance with this DPA. You acknowledge and agree that you will exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this sub-section You acknowledge that the Subscription Service is hosted by our data center partners who maintain independently validated security programs (including SOC 2 and ISO 27001) and that our systems are regularly tested by independent third party penetration testing firms. Upon request, we will supply (on a confidential basis) a summary copy of its penetration testing report(s) to you so that you can verify our compliance with this DPA.
Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year.
9. Additional Provisions for California Personal Information
a) Scope of Section 10
The 'Additional Provisions for California Personal Information' section of the DPA will apply only with respect to California Personal Information.
b) Roles of the Parties
When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.
10. General Provisions
Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment; No Waiver’ section of the Master Terms will apply.
If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.
c) Limitation of Liability
Each party and each of their Affiliates' liability, taken in aggregate, arising out of or related to this DPA (and any other DPAs between the parties) and the Standard Contractual Clauses (where applicable), whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the 'Limitation of Liability' section of the Agreement and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA).
d) Governing Law
This DPA will be governed by and construed in accordance with the ‘Contacting Entity; ‘Applicable Law; Notice’ sections of the Jurisdiction Specific Terms, unless required otherwise by Data Protection Laws.
11. Parties to this DPA
a) Permitted Affiliates
By signing the Agreement, you enter into this DPA on behalf of yourself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of your Permitted Affiliates, thereby establishing a separate DPA between us and each such Permitted Affiliate subject to the Agreement and the ‘General Provisions’ and ‘Parties to this DPA’ sections of this DPA. Each Permitted Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the purposes of this DPA only, and except where indicated otherwise,
the terms “Client”, “you” and “your” will include you and such Permitted Affiliates.
The legal entity agreeing to this DPA as Client represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
Except where applicable Data Protection Laws require a Permitted Affiliate to exercise a right or seek any remedy under this DPA against us directly by itself, the parties agree that (i) solely the Client entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Client entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Client entity that is the contracting entity is responsible for coordinating all communication with us under the DPA and will be entitled to make and receive any communication related to this DPA on behalf of its Permitted Affiliates.
d) Other rights
The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Client entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.
Annex 1 - Details of Processing
This Annex forms part of the DPA.
A. Nature and Purpose of Processing
We will Process Personal Data as necessary to provide the Subscription Services pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the Subscription Services.
B. Duration of Processing
Subject to the 'Deletion or Return of Personal Data' section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
C. Categories of Data subjects
You may submit Personal Data in the course of using the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
Your Contacts and other end users including your employees, contractors, collaborators, Clients, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.
D. Categories of Personal Data
You may submit Personal Data to the Subscription Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:
- Contact Information (as defined in the Master Terms).
- Any other Personal Data submitted by, sent to, or received by you, or your end users, via the Subscription Service.
E. Special categories of data (if appropriate)
The parties do not anticipate the transfer of special categories of data.
F. Processing operations
Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:
a. Storage and other Processing necessary to provide, maintain and improve the Subscription Services provided to you; and/or
b. Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.
Annex 2 - Security Measures
This Annex forms part of the DPA.
We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Master Terms.
a) Access Control
i) Preventing Unauthorized Product Access
Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.
Physical and environmental security: We host our product infrastructure with multi- tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.
Authentication: We implement a uniform password policy for our Client products. Clients who interact with the products via the user interface must authenticate before accessing non-public Client data.
Authorization: Client Data is stored in multi-tenant storage systems accessible to Clients via only application user interfaces and application programming interfaces. Clients are not allowed direct access to the underlying application infrastructure.
The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options.
Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.
Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through Oauth authorization.
ii) Preventing Unauthorized Product Use
We implement industry standard access controls and detection capabilities for the internal networks that support its products.
Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include
Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to protect hosted Client websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.Static code analysis: Security reviews of code stored in our source code repositories is performed, checking for coding best practices and identifiable software flaws.
Penetration testing: We maintain relationships with industry recognized penetration testing service providers for four annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.
Bug bounty: A bug bounty program invites and incentivizes independent security researchers to ethically discover and disclose security flaws. We implement a bug bounty program in an effort to widen the available opportunities to engage with the security community and improve the product defenses against sophisticated attacks.
iii) Limitations of Privilege & Authorization Requirements
Product access: A subset of our employees have access to the products and to Client data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective Client support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; all such requests are logged.
Employees are granted access by role, and reviews of high-risk privilege grants are initiated daily. Employee roles are reviewed at least once every six months.
Background checks: All DealRoom employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All DealRoom employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.
b) Transmission Control
In-transit: We make HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every Client site hosted on the DealRoom products. Our HTTPS implementation uses industry standard algorithms and certificates.
At-rest: We store user passwords following policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is encrypted at rest.
c) Input Control
Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.
Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Client damage or unauthorized disclosure.
Notification to you will be in accordance with the terms of the Agreement.
d) Availability Control
Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail- over protections during a significant processing failure. Client data is backed up to multiple durable data stores and replicated across multiple availability zones.
Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.
Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure.
This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.
Annex 3 - Standard Contractual Clauses
EU SCCs. If the Processing of Personal Data includes transfers from the EEA to countries outside the EEA which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision, the Parties shall comply with Chapter V of the GDPR. The Parties hereby agree to execute the Standard Contractual Clauses as follows:
a) The Standard Contractual Clauses (Controller-to-Processor and/or Processor to Processor) if applicable, will apply, with respect to restricted transfers between Client and DealRoom that are subject to the EU GDPR.
b) The Parties agree that for the purpose of transfer of Personal Data between Client (as Data Exporter) and DealRoom (as Data Importer), the following shall apply: (i) Clause 7 of the Standard Contractual Clauses shall be applicable; (ii) In Clause 9, option 2 shall apply and the method described in Section 5 of the DPA (Authorization Regarding Sub-Processors) shall apply; (iii) Clause 11 of the Standard Contractual Clauses shall be not applicable; (iv) In Clause 13: the relevant option applicable to the Client, as informed by Client to DealRoom; (v) In Clause 17, option 1 shall apply. The Parties agree that the Standard Contractual Clauses shall be governed by the laws of Ireland; and (vi) In Clause 18(b) the Parties choose the courts of Ireland, as their choice of forum and jurisdiction.
c) Annex I.A: With respect to Module Two: (i) Data Exporter is Client as a data controller and (ii) the Data Importer is DealRoom as a data processor. With respect to Module Three: (i) Data Exporter is Client as a data processor and (ii) the Data Importer is DealRoom as a data processor (sub-processor). Data Exporter and Data Importer Contact details: As detailed in the Agreement. Signature and Date: By entering into the Agreement and this DPA, each Party is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the DPA.
d) Annex I.B of the Standard Contractual Clauses shall be completed as described in Schedule 1 (Details of the Processing) of this DPA.
e) Annex I.C of the Standard Contractual Clauses shall be completed as follows: The competent supervisory authority is the Ireland supervisory authority.
f) Annex II of the Standard Contractual Clauses shall be completed as follows:
As an industry leading Client success solution provider, we understand that our clients are entrusting us with sensitive and confidential business data. To that end, we are committed to support industry leading security practices, to ensure our Clients’ information is kept safe.
DealRoom has based our security management practices on the ISO 270001 standard for information security management systems (ISMS). By following this framework, our team performs the following high-level activities on a regular basis:
- Performing regular security reviews internally and with external auditors to ensure ongoing governance and risk mitigation
- Performing ongoing monitoring and analysis of our network infrastructure to detect threats and suspicious activities
- Performing ongoing and onboarding security training for our staff
- Practicing secure development and ongoing security thread analysis on our software and infrastructure
Following are key practices and principles of our security programs
Data Center & Physical Security
DealRoom is hosted on Amazon Web Services infrastructure (AWS), an industry leading provider of data center. AWS provides a rich set of security and compliances for their data centers as explained on their website.
This includes physical security and environmental controls to ensure the data is kept safe from human attack and environmental hazards.
Data access and Encryption
All Client data stored in DealRoom is encrypted using strong encryption. This related to both “in-flight” (network traffic) and “at rest” (stored on disk) data.
Only our technical staff has access to Client data, and our team is training to review custom data only for the purpose of troubleshooting in relation to a Client support case. Access to custom data is audited and we review these logs regularly to ensure compliance. Technician level access to data is only possible using secure connection and multiple factor authentication (MFA).
Secure Software Development
Any new feature and product enhancement we implement goes through a security review during design. Additionally, any code committed to our code base goes through a code-review process ensuring code quality and adherence to standards. We also perform regular penetration testing and automatic scanning to validate no security vulnerabilities exist in our platform.
Our data center is protected with firewalls, shielding Clients from attacks or scans. Technician level access is only available through our VPN, requiring two layers of authentication (MFA) just to gain basic network access.
System Monitoring, Logging and Alerting
We perform extensive monitoring and logging of our servers and the application running on them. This includes monitoring of basic server metrics (CPU, memory), access logs and application-level logs. All telemetry data is centralized and we an extensive alerting framework to be alerted of any critical item
All Client data is backed up daily. Backup data is stored securely, in an encrypted fashion in our Amazon data center. We perform regular restore tests to ensure our backup procedure is sound.
Employee Training and Security
DealRoom technical staff goes through security training when upon joining our organization and at least annually during regular training. All employee computers and laptops are centrally managed to ensure critical OS and application patches are installed, antivirus software is properly running and configured, strong login passwords and disk encryption are enabled, and other critical policies to ensure employee devices are kept secure.
All employees go through background and reference checks upon hiring, as allowed by local employment rules.
DealRoom is ISO-27001 certified and uses that as our security framework. Additionally, our hosting provider AWS has obtained the relevant compliance levels as listed here.
Need more info?
We care deeply about security and are happy to engage clients with additional information. Feel free to reach out at firstname.lastname@example.org to get in touch!
g) Annex III of the Standard Contractual Clauses shall be completed with the authorized sub-processors detailed in Schedule 2 (Sub-Processor List) of this DPA.
UK SCCs. If the Processing of Personal Data includes transfers from the UK to countries which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision, the Parties shall comply with Article 45(1) of the UK GDPR and Section 17A of the Data Protection Act 2018. The Parties hereby agree to execute the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses as follows:
a) The UK Standard Contractual Clauses (Controller-to-Processor and Processor to Processor) if applicable, will apply with respect to restricted transfers between Client and DealRoom that are subject to the UK GDPR.
b) The Parties agree that for the purpose of transfer of Personal Data between Client (as Data Exporter) and DealRoom (as Data Importer), the following shall apply: (i) Clause 7 of the Standard Contractual Clauses shall be applicable; (ii) In Clause 9, option 2 shall apply and the method described in Section 5 of the DPA (Authorization Regarding Sub-Processors) shall apply; (iii) Clause 11 of the Standard Contractual Clauses shall be not applicable; (iv) In Clause 17, option 1 shall apply. The Parties agree that the Standard Contractual Clauses shall be governed by the laws of England and Wales; and (v) In Clause 18(b) the Parties choose the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts, as their choice of forum and jurisdiction. Which Parties may end this Addendum as set out in Section 19: Importer and/or Exporter, in accordance with the agreed terms of the DPA.
c) Annex I.A: With respect to Module Two: Data Exporter is Client as a data controller and the Data Importer is DealRoom as a data processor. With respect to Module Three: Data Exporter is Client as a data processor and the Data Importer is DealRoom as a data processor (sub-processor). Data Exporter and Data Importer Contact details: As detailed in the Agreement. Signature and Date: By entering into the Agreement and this DPA, each Party is deemed to have signed these UK Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the DPA.
d) Annex I.B of the UK Standard Contractual Clauses shall be completed as described in Schedule 1 (Details of the Processing) of this DPA.
e) Annex I.C of the UK Standard Contractual Clauses shall be completed as follows: The competent supervisory authority is the ICO supervisory authority.
f) Annex II of the UK Standard Contractual Clauses shall be completed as described and agreed between the parties in the Agreement and/or this DPA.
g) Annex III of the UK Standard Contractual Clauses shall be completed with the authorized sub- processors detailed in Schedule 2 (Sub-processor list) of this DPA.
CPRA. To the extent the Parties have not otherwise executed an agreement that incorporates the CPRA as defined below, the following applies:
(a) DealRoom shall comply with all applicable requirements of the CPRA.
(b) DealRoom will not sell or share any Client data and will not retain, use, or otherwise disclose Client data for any purpose (including for any commercial purpose or other purpose outside of the direct business relationship between the Parties) other than as permitted by an agreement between the Parties or by the CPRA. For the purposes of this section, “sell” and “share” shall have the meaning given to them in the CPRA.
(c) To the extent that Client data relates to California residents, DealRoom will comply with any applicable restrictions under the CPRA on combining such Client data that DealRoom receives from, or on behalf of, Client with personal data that DealRoom receives from, or on behalf of, another person or persons, or that DealRoom collects from any interaction between it and a data subject.
Annex 4 – List of Sub-Processors