Adswerve Data Processing Terms
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Last modified: 11/12/2020
Adswerve and the counterparty agreeing to these terms (“Customer”) have entered into an agreement for the provision of the Processor Services (as amended from time to time, the “Agreement”).
These Data Processing Terms (including the appendices, “Data Processing Terms”) are entered into by Adswerve and Customer and supplement the Agreement. These Data Processing Terms will be effective, and replace any previously applicable terms relating to their subject matter (including any data processing amendment or data processing addendum relating to the Processor Services), from the Terms Effective Date.
If you are accepting these Data Processing Terms on behalf of Customer, you warrant that: (a) you have full legal authority to bind Customer to these Data Processing Terms; (b) you have read and understand these Data Processing Terms; and (c) you agree, on behalf of Customer, to these Data Processing Terms. If you do not have the legal authority to bind Customer, please do not accept these Data Processing Terms.
These Data Processing Terms reflect the parties’ agreement on the terms governing the processing and security of certain data in connection with the European Data Protection Legislation and certain Non-European Data Protection Legislation.
2. Definitions and Interpretation
2.1 In these Data Processing Terms:
(a) “Additional Product” means a product, service or application provided by Adswerve or a third party that: (i) is not part of the Processor Services; and (ii) is accessible for use within the user interface of the Processor Services or is otherwise integrated with the Processor Services.
(b) “Additional Terms for Non-European Data Protection Legislation” means the additional terms referred to in Appendix 3, which reflect the parties’ agreement on the terms governing the processing of certain data in connection with certain Non-European Data Protection Legislation.
(c) “Adswerve” means the Adswerve Entity that is a party to the Agreement.
(d) “Adswerve Entity” means Adswerve, Inc., Analytics Pros, Inc., or any other Affiliate of Adswerve, Inc.
(e) “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with, a party.
(f) “Adswerve Affiliate Subprocessors” has the meaning given in Section 11.1 (Consent to Subprocessor Engagement).
(g) “Customer Personal Data” means personal data that is processed by Adswerve on behalf of Customer in Adswerve’s provision of the Processor Services.
(h) “Data Incident” means a breach of Adswerve’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data on systems managed by or otherwise controlled by Adswerve. “Data Incidents” will not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
(i) “Data Subject Tool” means a tool (if any) made available by Adswerve to data subjects that enables Adswerve to respond directly and in a standardized manner to certain requests from data subjects in relation to Customer Personal Data (for example, online advertising settings or an opt-out browser plugin).
(j) “EEA” means the European Economic Area.
(k) “EU GDPR” means 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, and repealing Directive 95/46/EC.
(l) “European Data Protection Legislation” means, as applicable: (i) the GDPR; and/or (ii) the Federal Data Protection Act of 19 June 1990 (Switzerland).
(m) “European or National Laws” means, as applicable: (i) EU or EU Member State law (if EU GDPR applied to the processing of Customer Personal Data); and/or (ii)the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).
(n) “GDPR” means, as applicable: (i) the EU GDPR; and/or (ii) the UK GDPR.
(o) “Google” means the Google Entity that is party to the reseller agreement with Adswerve.
(p) “Google Affiliate Subprocessors” has the meaning given in Section 11.1 (Consent to Subprocessor Engagement).
(q) “Google Entity” means Google LLC (formerly known as Google Inc.), Google Ireland Limited or any other Affiliate of Google LLC.
(r) “ISO 27001 Certification” means ISO/IEC 27001:2013 certification or a comparable certification for the Processor Services.
(s) “Model Contract Clauses” means the terms at https://adswerve.com/dpt-mcc/, which are standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the EU GDPR.
(t) “Non-European Data Protection Legislation” means data protection or privacy laws in force outside the EEA, Switzerland and the UK.
(u) “Notification Email Address” means the email address (if any) designated by Customer, via the user interface of the Processor Services or such other means provided by Adswerve, to receive certain notifications from Adswerve relating to these Data Processing Terms.
(v) “Processor Services” means any of the applicable services listed at privacy.google.com/businesses/adsservices.
(w) “Security Documentation” means the certificate issued for the ISO 27001 Certification and any other security certifications or documentation that Adswerve may make available in respect of the Processor Services.
(x) “Security Measures” has the meaning given in Section 7.1.1 (Adswerve’s Security Measures).
(y) “Subprocessors” means third parties authorized under these Data Processing Terms to have logical access to and process Customer Personal Data in order to provide parts of the Processor Services and any related technical support.
(z) “Supervisory Authority” means, as applicable: (i) a “supervisory authority” as defined in the EU GDPR; and/or (ii) the “Commissioner” as defined in the UK GDPR.
(aa) “Term” means the period from the Terms Effective Date until the end of Adswerve’s provision of the Processor Services under the Agreement.
(bb) “Terms Effective Date” means, as applicable:
(i) 25 May 2018, if Customer clicked to accept or the parties otherwise agreed to these Data Processing Terms before or on such date; or
(ii) the date on which Customer clicked to accept or the parties otherwise agreed to these Data Processing Terms, if such date is after 25 May 2018.
(cc) “Third Party Subprocessors” has the meaning given in Section 11.1 (Consent to Subprocessor Engagement).
(dd) “UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force.
2.2 The terms “controller”, “data subject”, “personal data”, “processing”, and “processor” as used in these Data Processing Terms have the meanings given in the GDPR and the terms “data importer” and “data exporter” have the meanings given in the Model Contract Clauses.
2.3 The words “include” and “including” mean “including but not limited to”. Any examples in these Data Processing Terms are illustrative and not the sole examples of a particular concept.
2.4 Any reference to a legal framework, statute or other legislative enactment is a reference to it as amended or re-enacted from time to time.
2.5 If these Data Processing Terms are translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.
3. Duration of these Data Processing Terms
These Data Processing Terms will take effect on the Terms Effective Date and, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Personal Data by Adswerve as described in these Data Processing Terms.
4. Application of these Data Processing Terms
4.1 Application of European Data Protection Legislation. Sections 5 (Processing of Data) to Section 12 (Contacting Adswerve; Processing Records) (inclusive) will only apply to the extent that the European Data Protection Legislation applies to the processing of Customer Personal Data, including if:
(a) the processing is in the context of the activities of an establishment of Customer in the EEA or the UK; and/or
(b) Customer Personal Data is personal data relating to data subjects who are in the EEA and the processing relates to the offering to them of goods or services or the monitoring of their behavior in the EEA or the UK.
4.2 Application to Processor Services. These Data Processing Terms will only apply to the Processor Services for which the parties agreed to these Data Processing Terms (for example: (a) the Processor Services for which Customer clicked to accept these Data Processing Terms; or (b) if the Agreement incorporates these Data Processing Terms by reference, the Processor Services that are the subject of the Agreement).
4.3 Incorporation of Additional Terms for Non-European Data Protection Legislation. The Additional Terms for Non-European Data Protection Legislation supplement these Data Processing Terms.
5. Processing of Data
5.1 Roles and Regulatory Compliance; Authorization.
5.1.1 Processor and Controller Responsibilities. Adswerve and Customer acknowledge and agree that:
(a) Appendix 1 describes the subject matter and details of the processing of Customer Personal Data;
(b) Adswerve is a processor of Customer Personal Data under the European Data Protection Legislation;
(c) Customer is a controller or processor, as applicable, of Customer Personal Data under the European Data Protection Legislation;
(d) Adswerve is a processor of Customer Personal Data under the Data Protection Legislation;
(e) Google is a sub-processor of Customer Personal Data under the Data Protection Legislation; and
(f) Each party will comply with the obligations applicable to it under the European Data Protection Legislation with respect to the processing of Customer Personal Data.
5.1.2 Authorization by Third Party Controller. If Customer is a processor, Customer warrants to Adswerve that Customer’s instructions and actions with respect to Customer Personal Data, including its appointment of Adswerve as another processor and Google as a subprocessor, have been authorized by the relevant controller.
5.2 Customer’s Instructions. By entering into these Data Processing Terms, Customer instructs Adswerve to process Customer Personal Data only in accordance with applicable law: (a) to provide the Processor Services and any related technical support; (b) as further specified via Customer’s use of the Processor Services (including in the settings and other functionality of the Processor Services) and any related technical support; (c) as documented in the form of the Agreement, including these Data Processing Terms; and (d) as further documented in any other written instructions given by Customer and acknowledged by Adswerve as constituting instructions for purposes of these Data Processing Terms.
5.3 Adswerve’s Compliance with Instructions. Adswerve will comply with the instructions described in Section 5.2 (Customer’s Instructions) (including with regard to data transfers) unless European or National Laws to which Adswerve is subject require other processing of Customer Personal Data by Adswerve, in which case Adswerve will inform Customer (unless any such law prohibits Adswerve from doing so on important grounds of public interest).
5.4 Additional Products. If Customer uses any Additional Product, the Processor Services may allow that Additional Product to access Customer Personal Data as required for the interoperation of the Additional Product with the Processor Services. For clarity, these Data Processing Terms do not apply to the processing of personal data in connection with the provision of any Additional Product used by Customer, including personal data transmitted to or from that Additional Product.
6. Data Deletion
6.1 Deletion During Term.
6.1.1 Processor Services With Deletion Functionality. During the Term, if:
(a) the functionality of the Processor Services includes the option for Customer to delete Customer Personal Data;
(b) Customer uses the Processor Services to delete certain Customer Personal Data; and
(c) the deleted Customer Personal Data cannot be recovered by Customer (for example, from the “trash”),
then Adswerve will delete such Customer Personal Data from its systems as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Laws require storage.
6.1.2 Processor Services Without Deletion Functionality. During the Term, if the functionality of the Processor Services does not include the option for Customer to delete Customer Personal Data, then Adswerve will comply with:
(a) any reasonable request from Customer to facilitate such deletion, insofar as this is possible taking into account the nature and functionality of the Processor Services and unless European or National Laws require storage; and
(b) the data retention practices described at https://www.adswerve.com/privacy-policy/.
Adswerve may charge a fee (based on Adswerve’s reasonable costs) for any data deletion under Section 6.1.2(a), Adswerve will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such data deletion.
6.2 Deletion on Term Expiry. On expiry of the Term, Customer instructs Adswerve to delete all Customer Personal Data (including existing copies) from Adswerve’s systems in accordance with applicable law. Adswerve will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Laws require storage.
7. Data Security
7.1 Adswerve’s Security Measures and Assistance.
7.1.1 Adswerve’s Security Measures. Adswerve will implement and maintain technical and organizational measures to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the “Security Measures”). The Security Measures include measures: (a) to encrypt personal data; (b) to help ensure the ongoing confidentiality, integrity, availability and resilience of Adswerve’s systems and services; (c) to help restore timely access to personal data following an incident; and (d) for regular testing of effectiveness. Adswerve may update or modify the Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Processor Services.
7.1.2 Security Compliance by Adswerve Staff. Adswerve will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance, including ensuring that all persons authorized to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
7.1.3 Adswerve’s Security Assistance. Customer agrees that Adswerve will (taking into account the nature of the processing of Customer Personal Data and the information available to Adswerve) assist Customer in ensuring compliance with any obligations of Customer in respect of security of personal data and personal data breaches, including (if applicable) Customer’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR, by:
(a) implementing and maintaining the Security Measures in accordance with Section 7.1.1 (Adswerve’s Security Measures);
(b) complying with the terms of Section 7.2 (Data Incidents); and
(c) providing Customer with the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation) and the information contained in these Data Processing Terms.
7.2 Data Incidents.
7.2.1 Incident Notification. If Adswerve becomes aware of a Data Incident, Adswerve will: (a) notify Customer of the Data Incident promptly and without undue delay; and (b) promptly take reasonable steps to minimize harm and secure Customer Personal Data.
7.2.2 Details of Data Incident. Notifications made under Section 7.2.1 (Incident Notification) will describe, to the extent possible, details of the Data Incident, including steps taken to mitigate the potential risks and steps Adswerve recommends Customer take to address the Data Incident.
7.2.3 Delivery of Notification. Adswerve will deliver its notification of any Data Incident to the Notification Email Address or, at Adswerve’s discretion (including if Customer has not provided a Notification Email Address), by other direct communication (for example, by phone call or an in-person meeting). Customer is solely responsible for providing the Notification Email Address and ensuring that the Notification Email Address is current and valid.
7.2.4 Third Party Notifications. Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third-party notification obligations related to any Data Incident.
7.2.5 No Acknowledgement of Fault by Adswerve. Adswerve’s notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by Adswerve of any fault or liability with respect to the Data Incident.
7.3 Customer’s Security Responsibilities and Assessment.
7.3.1 Customer’s Security Responsibilities. Customer agrees that, without prejudice to Adswerve’s obligations under Sections 7.1 (Adswerve’s Security Measures and Assistance) and 7.2 (Data Incidents):
(a) Customer is responsible for its use of the Processor Services, including:
(i) making appropriate use of the Processor Services to ensure a level of security appropriate to the risk in respect of Customer Personal Data; and
(ii) securing the account authentication credentials, systems and devices Customer uses to access the Processor Services; and
(b) Adswerve has no obligation to protect Customer Personal Data that Customer elects to store or transfer outside of Adswerve’s and its Subprocessors’ systems.
(c) Customer acknowledges that Customer (and not Adswerve)
(i) Controls the nature and contents included in the Processor Services, and
(ii) Unless agreed to otherwise, acts as its own system administrator and controls user access to contents included in the Processor Services.
7.3.2 Customer’s Security Assessment. Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals) the Security Measures implemented and maintained by Adswerve as set out in Section 7.1.1 (Adswerve’s Security Measures) provide a level of security appropriate to the risk in respect of Customer Personal Data.
7.4 Security Certification. To evaluate and help ensure the continued effectiveness of the Security Measures, Adswerve will ensure that Google will maintain the ISO 27001 Certification.
7.5 Reviews and Audits of Compliance.
7.5.1 Reviews of Security Documentation. To demonstrate compliance by Adswerve with its obligations under these Data Processing Terms, Adswerve will make the Security Documentation available for review by Customer.
7.5.2 Customer’s Audit Rights.
(a) Adswerve will allow Customer or a third-party auditor appointed by Customer to conduct audits (including inspections) to verify Adswerve’s compliance with its obligations under these Data Processing Terms in accordance with Section 7.5.3 (Additional Business Terms for Audits). Adswerve will contribute to such audits as described in Section 7.4 (Security Certification) and this Section 7.5 (Reviews and Audits of Compliance).
(b) If the Model Contract Clauses apply under Section 10.2 (Transfers of Data), Adswerve will allow Customer or a third-party auditor appointed by Customer to conduct audits as described in the Model Contract Clauses in accordance with Section 7.5.3 (Additional Business Terms for Audits).
(c) Customer may also conduct an audit to verify Adswerve’s compliance with its obligations under these Data Processing Terms by reviewing the certificate issued to Google for the ISO 27001 Certification (which reflects the outcome of an audit conducted by a third-party auditor).
7.5.3 Additional Business Terms for Audits.
(a) Customer will send any request for an audit under Section 7.5.2(a) or 7.5.2(b) to Adswerve as described in Section 12.1 (Contacting Adswerve).
(b) Following receipt by Adswerve of a request under Section 7.5.3(a), Adswerve and Customer will discuss and agree in advance on the reasonable start date, scope and duration of, and security and confidentiality controls applicable to, any audit under Section 7.5.2(a) or 7.5.2(b).
(c) Adswerve may charge a fee (based on Adswerve’s reasonable costs) for any audit under Section 7.5.2(a) or 7.5.2(b). Adswerve will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such audit. Customer will be responsible for any fees charged by any third-party auditor appointed by Customer to execute any such audit.
(d) Adswerve may object to any third-party auditor appointed by Customer to conduct any audit under Section 7.5.2(a) or 7.5.2(b) if the auditor is, in Adswerve’s reasonable opinion, not suitably qualified or independent, a competitor of Adswerve or otherwise manifestly unsuitable. Any such objection by Adswerve will require Customer to appoint another auditor or conduct the audit itself.
(e) Nothing in these Data Processing Terms will require Adswerve either to disclose to Customer or its third-party auditor, or to allow Customer or its third-party auditor to access:
(i) any data of any other customer of Adswerve;
(ii) Adswerve internal accounting or financial information;
(iii) any trade secret of Adswerve;
(iv) any information that, in Adswerve’s reasonable opinion, could: (A) compromise the security of Adswerve systems or premises; or (B) cause Adswerve to breach its obligations under the European Data Protection Legislation or its security and/or privacy obligations to Customer or any third party; or
(v) any information that Customer or its third-party auditor seeks to access for any reason other than the good faith fulfilment of Customer’s obligations under the European Data Protection Legislation.
7.5.4 No Modification of Model Contract Clauses. If the Model Contract Clauses apply under Section 10.2 (Transfers of Data), nothing in this Section 7.5 (Reviews and Audits of Compliance) varies or modifies any rights or obligations of Customer or Google LLC under the Model Contract Clauses.
8. Impact Assessments and Consultations
Customer agrees that Adswerve will (taking into account the nature of the processing and the information available to Adswerve) assist Customer in ensuring compliance with any obligations of Customer in respect of data protection impact assessments and prior consultation, including (if applicable) Customer’s obligations pursuant to Articles 35 and 36 of the GDPR, by:
(a) providing the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation);
(b) providing the information contained in these Data Processing Terms; and
(c) providing or otherwise making available, in accordance with Adswerve’s standard practices, other materials concerning the nature of the Processor Services and the processing of Customer Personal Data (for example, help center materials).
9. Data Subject Rights
9.1 Responses to Data Subject Requests. If Adswerve receives a request from a data subject in relation to Customer Personal Data, Adswerve will:
(a) if the request is made via a Data Subject Tool, respond directly to the data subject’s request in accordance with the standard functionality of that Data Subject Tool; or
(b) if the request is not made via a Data Subject Tool, advise the data subject to submit his/her request to Customer, and Customer will be responsible for responding to such request.
9.2 Adswerve’s Data Subject Request Assistance. Customer agrees that Adswerve will (taking into account the nature of the processing of Customer Personal Data and, if applicable, Article 11 of the GDPR) assist Customer in fulfilling any obligation of Customer to respond to requests by data subjects, including (if applicable) Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR, by:
(a) providing the functionality of the Processor Services;
(b) complying with the commitments set out in Section 9.1 (Responses to Data Subject Requests); and
(c) if applicable to the Processor Services, making available Data Subject Tools.
10. Data Transfers
10.1 Data Storage and Processing Facilities. Customer agrees that Adswerve (or its Subprocessor(s), as the case may be) may, subject to Section 10.2 (Transfers of Data), store and process Customer Personal Data in any country in which Adswerve or any of its Subprocessors maintains facilities.
10.2 Transfers of Data. If the storage and/or processing of Customer Personal Data involves transfers of Customer Personal Data from the EEA, Switzerland, or the UK to any third country that is not subject to an adequacy decision under the European Data Protection Legislation:
(a) Customer (as data exporter) will be deemed to have entered into the Model Contract Clauses with Google LLC (as data importer), and
(b) the transfers will be subject to the Model Contract Clauses; and
(c) Adswerve will verify that Google LLC complies with its obligations under such Model Contract Clauses in respect of such transfers.
10.3 Data Center Information. All Adswerve data is maintained by enterprise cloud storage providers which satisfy the requirements for Subprocessor Engagement. Information about the locations of Google data centers is available at www.google.com/about/datacenters/inside/locations/index.html
11.1 Consent to Subprocessor Engagement. Customer specifically authorizes the engagement of Google and Google’s Affiliates as Subprocessors (“Google Affiliate Subprocessors”). In addition, Customer generally authorizes the engagement of any other third parties as Subprocessors (“Third Party Subprocessors”). If the Model Contract Clauses apply under Section 10.2 (Transfers of Data), the above authorization constitutes Customer’s prior written consent to the subcontracting by Adswerve and Google LLC of the processing of Customer Personal Data.
11.2 Information about Subprocessors.
(a) Information about Google Subprocessors is available at https://privacy.google.com/businesses/subprocessors/
(b) Adswerve utilizes the following Subprocessors:
|Product and Entity Name||Entity Type||Link to GDPR Terms|
|Service Cloud by Salesforce, Inc.||Support and Ticketing Service||https://www.salesforce.com/eu/gdpr/service/|
|Salesforce, Inc.||Customer Relationship Management Platform||https://www.salesforce.com/eu/campaign/gdpr/|
|Google Cloud and G-Suite by Google, LLC||Cloud Service Provider||https://cloud.google.com/security/gdpr/|
|Processor Services by Google, LLC||Ads Data Processing||https://privacy.google.com/businesses/processorterms/|
|Quickbooks by Intuit Inc.||Accounting Software Program||https://community.intuit.com/articles/1633269-gdpr-general-data-protection-regulation|
11.3 Requirements for Subprocessor Engagement. When engaging any Subprocessor, Adswerve will:
(a) ensure via a written contract that:
(i) the Subprocessor only accesses and uses Customer Personal Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including these Data Processing Terms) and, if applicable under Section 10.2 (Transfers of Data), the Model Contract Clauses; and
(ii) if the GDPR applies to the processing of Customer Personal Data, the data protection obligations set out in Article 28(3) of the GDPR are imposed on the Subprocessor; and
(b) remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.
11.4 Opportunity to Object to Subprocessor Changes.
(a) When any new Third Party Subprocessor is engaged during the Term, Adswerve will, at least 30 days before the new Third Party Subprocessor processes any Customer Personal Data, inform Customer of the engagement (including the name and location of the relevant subprocessor and the activities it will perform) by sending an email to the Notification Email Address.
(b) Customer may object to any new Third Party Subprocessor by terminating the Agreement immediately upon written notice to Adswerve, on condition that Customer provides such notice within 90 days of being informed of the engagement of the new Third Party Subprocessor as described in Section 11.4(a). This termination right is Customer’s sole and exclusive remedy if Customer objects to any new Third Party Subprocessor.
12. Contacting Adswerve; Processing Records
12.1 Contacting Adswerve. Customer may contact Adswerve in relation to the exercise of its rights under these Data Processing Terms via https://www.adswerve.com/contact-us/ or via such other means as may be provided by Adswerve from time to time.
12.2 Adswerve’s Processing Records. Customer acknowledges that Adswerve is required under the GDPR to: (a) collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which Adswerve is acting and (if applicable) of such processor’s or controller’s local representative and data protection officer; and (b) make such information available to any Supervisory Authority. Accordingly, Customer will, where requested and as applicable to Customer, provide such information to Adswerve via the user interface of the Processor Services or via such other means as may be provided by Adswerve, and will use such user interface or other means to ensure that all information provided is kept accurate and up-to-date.
13.1 Liability Cap. Notwithstanding anything else in the Agreement, the total liability of either party towards the other party under or in connection with these Data Processing Terms will be limited to the maximum monetary or payment-based amount at which that party’s liability is capped under the Agreement (for clarity, any exclusion of indemnification claims from the Agreement’s limitation of liability will not apply to indemnification claims under the Agreement relating to the Data Protection Legislation). If there is no monetary or payment-based liability cap under the Agreement, then the total liability of either party towards the other party under or in connection with these Data Processing Terms will not exceed the total amount of fees paid to Adswerve (in the case of Adswerve’s liability) or payable (in the case of Customer’s liability) to Adswerve with respect to the Processor Services during the 12 months before the date when the liability arose.
13.2 Liability if the Model Contract Clauses Apply. If the Model Contract Clauses apply under Section 10.2 (Transfers of Data), the total combined liability of:
(a) Adswerve towards Customer; and
(b) Customer towards Adswerve,
under or in connection with the Agreement and the Model Contract Clauses combined will be subject to Section 13.1 (Liability Cap).
14. Third-Party Beneficiary
Where Google LLC is not a party to the Agreement and the Model Contract Clauses apply under Section 10.2 (Transfers of Data), Google LLC will be a third-party beneficiary of Sections 6.2 (Deletion on Term Expiry), 7.5 (Reviews and Audits of Compliance), 9.1 (Responses to Data Subject Requests), 10.2 (Transfers of Data), 11.1 (Consent to Subprocessor Engagement), and 13.2 (Liability if the Model Contract Clauses Apply). To the extent this Section 14 (Third-Party Beneficiary) conflicts or is inconsistent with any other clause in the Agreement, this Section 14 (Third-Party Beneficiary) will apply.
15. Effect of these Data Processing Terms
If there is any conflict or inconsistency between the Model Contract Clauses, the Additional Terms for Non-European Data Protection Legislation, the remainder of these Data Processing Terms and/or the remainder of the Agreement, then the following order of precedence will apply:
(a) Model Contract Clauses;
(b) the Additional Terms for Non-European Data Protection Legislation;
(c) the remainder of these Data Processing Terms; and
(d) the remainder of the Agreement.
Subject to the amendments in these Data Processing Terms, the Agreement remains in full force and effect.
16. Changes to these Data Processing Terms
16.1 Changes to URLs. From time to time, Adswerve or Google may change any URL referenced in these Data Processing Terms and the content at any such URL, except that:
(a) Adswerve may only change the Model Contract Clauses in accordance with Sections 16.2(b) – 16.2(d) (Changes to Data Processing Terms) or to incorporate any new version of the Model Contract Clauses that may be adopted under the European Data Protection Legislation, in each case in a manner that does not affect the validity of the Model Contract Clauses under the European Data Protection Legislation; and
(b) Google may only change the list of potential Processor Services at privacy.google.com/businesses/adsservices:
(i) to reflect a change to the name of a service;
(ii) to add a new service; or
(iii) to remove a service where either: (x) all contracts for the provision of that service are terminated; or (y) Adswerve or Google has Customer’s consent.
16.2 Changes to Data Processing Terms. Adswerve may change these Data Processing Terms if the change:
(a) is expressly permitted by these Data Processing Terms, including as described in Section 16.1 (Changes to URLs);
(b) reflects a change in the name or form of a legal entity;
(c) is required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency; or
(d) does not: (i) result in a degradation of the overall security of the Processor Services; (ii) expand the scope of, or remove any restrictions on, (x) in the case of the Additional Terms for Non-European Data Protection Legislation, Adswerve’s or Google’s right to use or otherwise process the data in scope of the Additional Terms for Non-European Data Protection Legislation or (y) in the case of the remainder of these Data Processing Terms, Adswerve’s processing of Customer Personal Data, as described in Section 5.3 (Adswerve’s Compliance with Instructions); and (iii) otherwise have a material adverse impact on Customer’s rights under these Data Processing Terms, as reasonably determined by Adswerve.
16.3 Notification of Changes. If Adswerve intends to change these Data Processing Terms under Section 16.2(c) or (d), Adswerve will inform Customer at least 30 days (or such shorter period as may be required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency) before the change will take effect by either: (a) sending an email to the Notification Email Address; or (b) alerting Customer via the user interface for the Processor Services. If Customer objects to any such change, Customer may terminate the Agreement by giving written notice to Adswerve within 90 days of being informed by Adswerve of the change.
Appendix 1: Subject Matter and Details of the Data Processing
1. Subject Matter
Adswerve’s provision of the Processor Services and any related technical support to Customer.
2. Duration of the Processing
The Term plus the period from expiry of the Term until deletion of all Customer Personal Data by Adswerve in accordance with these Data Processing Terms.
3. Nature and Purpose of the Processing
Adswerve will process (including, as applicable to the Processor Services and the instructions described in Section 5.2 (Customer’s Instructions), collecting, recording, organizing, structuring, storing, altering, retrieving, using, disclosing, combining, erasing and destroying) Customer Personal Data for the purpose of providing the Processor Services and any related technical support to Customer in accordance with these Data Processing Terms.
4. Types of Personal Data
Customer Personal Data may include the types of personal data described at privacy.google.com/businesses/adsservices.
5. Categories of Data Subjects
5.1 Customer Personal Data will concern the following categories of data subjects:
(a) data subjects about whom Adswerve collects personal data in its provision of the Processor Services; and/or
(b) data subjects about whom personal data is transferred to Adswerve in connection with the Processor Services by, at the direction of, or on behalf of Customer.
5.2 Depending on the nature of the Processor Services, these data subjects may include individuals: (a) to whom online advertising has been, or will be, directed; (b) who have visited specific websites or applications in respect of which Adswerve provides the Processor Services; and/or (c) who are customers or users of Customer’s products or services.
Appendix 2: Security Measures
Adswerve Security Measures
Confidentiality. All of our employees and contract personnel treat privacy, confidential information, and Customer Data as matters of the highest importance within our company and are contractually bound to protect such information.
Personnel Practices. Adswerve conducts background checks on all employees and contract personnel before employment. In addition, employees receive confidentiality, privacy, and security training during onboarding as well as on an ongoing basis.
Compliance. The environment that hosts the services Adswerve provides maintains ISO 27001 certification. For more information, please visit Analytics 360 Suite Help ISO 27001 Certification.
Incident Management & Response. In the event of a security breach, Adswerve will promptly notify you of any unauthorized access to your Customer Data. Adswerve has incident management policies and procedures in place to handle such an event.
Google Security Measures
As from the Terms Effective Date, Google will implement and maintain the Security Measures set out in this Appendix 2. Google may update or modify such Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Processor Services.
1. Data Center & Network Security
1.1 Data Centers.
(a) Infrastructure. Google maintains geographically distributed data centers. Google stores all production data in physically secure data centers.
(b) Redundancy. Infrastructure systems have been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Processor Services are designed to allow Google to perform certain types of preventative and corrective maintenance without interruption. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard process according to documented procedures.
(c) Power. The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, and 7 days a week. In most cases, a primary as well as an alternate power source, each with equal capacity, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supply (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If utility power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, for up to 10 minutes until the diesel generator systems take over. The diesel generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.
(d) Server Operating Systems. Google servers use hardened operating systems which are customized for the unique server needs of the business. Data is stored using proprietary algorithms to augment data security and redundancy. Google employs a code review process to increase the security of the code used to provide the Processor Services and enhance the security products in production environments.
(e) Businesses Continuity. Google replicates data over multiple systems to help to protect against accidental destruction or loss. Google has designed and regularly plans and tests its business continuity planning/disaster recovery programs.
1.2 Networks & Transmission.
(a) Data Transmission. Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. Google transfers data via Internet standard protocols.
(b) External Attack Surface. Google employs multiple layers of network devices and intrusion detection to protect its external attack surface. Google considers potential attack vectors and incorporates appropriate purpose-built technologies into external facing systems.
(c) Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. Google’s intrusion detection involves:
(i) Tightly controlling the size and make-up of Google’s attack surface through preventative measures;
(ii) Employing intelligent detection controls at data entry points; and
(iii) Employing technologies that automatically remedy certain dangerous situations.
(d) Incident Response. Google monitors a variety of communication channels for security incidents, and Google’s security personnel will react promptly to known incidents.
(e) Encryption Technologies. Google makes HTTPS encryption (also referred to as SSL or TLS connection) available. Google servers support ephemeral elliptic curve Diffie Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.
2. Access and Site Controls
2.1 Site Controls.
(a) On-site Data Center Security Operation. Google’s data centers maintain an on-site security operation responsible for all physical data center security functions 24 hours a day, 7 days a week. The on-site security operation personnel monitor Closed Circuit TV (“CCTV”) cameras and all alarm systems. On-site security operation personnel perform internal and external patrols of the data center regularly.
(b) Data Center Access Procedures. Google maintains formal access procedures for allowing physical access to the data centers. The data centers are housed in facilities that require electronic card key access, with alarms that are linked to the on-site security operation. All entrants to the data center are required to identify themselves as well as show proof of identity to on-site security operations. Only authorized employees, contractors and visitors are allowed entry to the data centers. Only authorized employees and contractors are permitted to request electronic card key access to these facilities. Data center electronic card key access requests must be made in advance and in writing and require the approval of the requestor’s manager and the data center director. All other entrants requiring temporary data center access must: (i) obtain approval in advance from the data center managers for the specific data center and internal areas they wish to visit; (ii) sign in at on-site security operations; and (iii) reference an approved data center access record identifying the individual as approved.
(c) On-site Data Center Security Devices. Google’s data centers employ an electronic card key and biometric access control system that is linked to a system alarm. The access control system monitors and records each individual’s electronic card key and when they access perimeter doors, shipping and receiving, and other critical areas. Unauthorized activity and failed access attempts are logged by the access control system and investigated, as appropriate. Authorized access throughout the business operations and data centers is restricted based on zones and the individual’s job responsibilities. The fire doors at the data centers are alarmed. CCTV cameras are in operation both inside and outside the data centers. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data center building, and shipping/receiving. On-site security operations personnel manage the CCTV monitoring, recording and control equipment. Secure cables throughout the data centers connect the CCTV equipment. Cameras record on-site via digital video recorders 24 hours a day, 7 days a week. The surveillance records are retained for at least 7 days based on activity.
2.2 Access Control.
(a) Infrastructure Security Personnel. Google has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. Google’s infrastructure security personnel are responsible for the ongoing monitoring of Google’s security infrastructure, the review of the Processor Services, and responding to security incidents.
(b) Access Control and Privilege Management. Customer’s administrators and users must authenticate themselves via a central authentication system or via a single sign on system in order to use the Processor Services.
(c) Internal Data Access Processes and Policies – Access Policy. Google’s internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to systems used to process personal data. Google aims to design its systems to: (i) only allow authorized persons to access data they are authorized to access; and (ii) ensure that personal data cannot be read, copied, altered or removed without authorization during processing, use and after recording. The systems are designed to detect any inappropriate access. Google employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. LDAP, Kerberos and a proprietary system utilizing SSH certificates are designed to provide Google with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Google requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Google’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g. login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength.
3.1 Data Storage, Isolation & Authentication. Google stores data in a multi-tenant environment on Google-owned servers. Data, the Processor Services database and file system architecture are replicated between multiple geographically dispersed data centers. Google logically isolates each customer’s data. A central authentication system is used across all Processor Services to increase uniform security of data.
3.2 Decommissioned Disks and Disk Destruction Guidelines. Certain disks containing data may experience performance issues, errors or hardware failure that lead them to be decommissioned (“Decommissioned Disk”). Every Decommissioned Disk is subject to a series of data destruction processes (the “Data Destruction Guidelines”) before leaving Google’s premises either for reuse or destruction. Decommissioned Disks are erased in a multi-step process and verified complete by at least two independent validators. The erase results are logged by the Decommissioned Disk’s serial number for tracking. Finally, the erased Decommissioned Disk is released to inventory for reuse and redeployment. If, due to hardware failure, the Decommissioned Disk cannot be erased, it is securely stored until it can be destroyed. Each facility is audited regularly to monitor compliance with the Data Destruction Guidelines.
4. Personnel Security
4.1 Google personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Google conducts reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.
4.2 Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Google’s confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role. Google’s personnel will not process Customer Personal Data without authorization.
5. Subprocessor Security
Before onboarding Subprocessors, Google conducts an audit of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Google has assessed the risks presented by the Subprocessor then, subject always to the requirements set out in Section 11.3 (Requirements for Subprocessor Engagement), the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.