EWEBINAR LABS INC.
DATA PROCESSING AGREEMENT
This Data Processing Agreement (“DPA”) forms part of the Terms of Use (the “Agreement”) between eWebinar Labs Inc. and the service subscriber (“Data Controller”) together hereinafter referred to as the “Parties”.
1. DEFINITIONS
“Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
“Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller.
“Data Protection Laws” means all laws and regulations, including laws and regulations of the European Union and other jurisdictions applicable to the Processing of Personal Data under the Agreement.
“Data Subject” means an identified or identifiable natural person. For the purposes of the Agreement, these may include participants in a clinical trial sponsored by Data Controller and individuals conducting a clinical trial sponsored by Data Controller.
"GDPR" means 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.
“Personal Data” means any information relating to a data subject. The types of Personal Data Processed under the Agreement include but are not limited to the following: name, business contact information including but not limited to address, phone number, email, job title, company, location, and personal health information.
“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction (“Process”, “Processes” and “Processed” shall have the same meaning).
“Security Breach” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to any Personal Data Processed by the Data Processor.
“Sub-processor” means any entity engaged by the Data Processor to Process Personal Data on behalf of the Data Controller.
2. PROCESSING OF PERSONAL DATA
2.1 The Data Processor shall Process Personal Data provided by the Data Controller in accordance with the requirements of the Data Protection Laws and the documented instructions of the Data Controller as per the Agreement. If the Data Processor believes or becomes aware that any of the Data Controller’s instructions conflicts with any Data Protection Laws, the Data Processor shall inform the Data Controller.
2.2 During the term of the Agreement, the Data Processor shall only Process Personal Data on behalf of and in accordance with the Agreement and Data Controller’s instructions, except as required to comply with a legal obligation to which the Data Processor is subject. In such a case, the Data Processor shall inform the Data Controller of that legal obligation before processing, unless the law explicitly prohibits the furnishing of such information to the Data Controller. The Data Processor shall never process the Personal Data in a manner inconsistent with the Data Controller's documented instructions or for its own purposes or those of any third party.
2.3 Insofar as the Data Processor will be processing Personal Data subject to Data Protection Laws on behalf of the Data Controller in the course of the performance of the Agreement with the Data Controller the terms of this Data Processing Agreement shall apply. In the event of a conflict between any provisions of the Agreement and the provisions of this Data Processing Agreement, this Data Processing Agreement shall govern and control in respect of data protection and privacy matters. An overview of the categories of Personal Data, the categories of Data Subjects, and the nature and purposes for which the Personal Data are being processed is provided in Appendix 1.
3. CONFIDENTIALITY
3.1 Without prejudice to any existing contractual arrangements between the Parties, the Data Processor shall treat all Personal Data as strictly confidential and it shall inform all its employees, agents and/or approved Sub-processors engaged in processing the Personal Data of the confidential nature of the Personal Data. The Data Processor shall ensure that all such persons or parties have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.
4. SECURITY
4.1 The Data Processor shall implement appropriate technical and organizational measures to ensure a level of security of the processing of Personal Data appropriate to the risk. These measures shall include as appropriate:
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measures to ensure that the Personal Data can be accessed only by authorized personnel;
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the ability to ensure the ongoing confidentiality, integrity, availability and flexibility of processing systems and services;
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the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident to the same state, including content and access rights, prior to any disruption;
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a process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing of Personal Data;
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measures to identify vulnerabilities and risk with regard to the processing of Personal Data in systems used to provide services to the Data Controller.
4.2 At the request of the Data Controller, the Data Processor shall demonstrate the measures it has taken pursuant to this Article 4 and shall allow the Data Controller to audit and test such measures. The Data Controller shall be entitled to carry out, or have carried out by a third party who has entered into a confidentiality agreement with the Data Processor, audits of the Data Processor's operations as these relate to the Personal Data after giving at least 30 days' notice to the Data Processor. The Data Processor shall cooperate with such audits carried out by or on behalf of the Data Controller. The Data Processor shall provide the Data Controller and/or the Data Controller's auditors with access to any information relating to the Processing of the Personal Data as may be reasonably required by the Data Controller to ascertain the Data Processor’s compliance with this Data Processing Agreement.
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5. CONTRACTING WITH SUB-PROCESSORS
5.1 The Data Controller agrees the Data Processor may engage Sub-processors to Process Personal Data on the Data Processor’s behalf, and this is done in three ways. First, the Data Processor may engage Sub-processors to assist with hosting and infrastructure. Second, the Data Processor may engage with Sub-processors to support product features and integrations. Third, the Data Processor may engage with eWebinar Affiliates as Sub-processors for service and support. Some Sub-processors will apply to the Data Controller as default, and some Sub-processors will apply only if the Data Controller opts-in.
5.2 Notwithstanding any authorization by the Data Controller within the meaning of the preceding paragraph, the Data Processor shall be responsible for ensuring compliance with the terms of the Agreement by a Sub-processor.
5.3 The Data Processor shall ensure that any Sub-processor is bound by the same data protection obligations of the Data Processor under this Data Processing Agreement, shall supervise compliance thereof, and must in particular impose on its Sub-processors the obligation to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of Data Protection Laws.
5.4 The Data Controller may request for a list of the most up to date Sub-processors by email by contacting support@ewebinar.com.
5.5 The Data Processor will give the Data Controller the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Personal Data within 30 days of receiving the list of Sub-processors. If the Data Controller notifies the Data Processor of such an objection, the Parties will discuss any concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, the Data Processor will, at their sole discretion, either not appoint the new Sub-Processor, or permit the Data Controller to suspend or terminate the Subscription in accordance with the termination provisions of the Terms & Conditions without liability to either Party (but without prejudice to any fees incurred by the Data Controller prior to suspension or termination).
6. ASSISTANCE TO DATA CONTROLLER
6.1 The Data Processor shall assist the Data Controller by taking appropriate technical and organizational measures, insofar as this is possible, such that Data Controller is able to fulfill its obligation to respond to requests involving the exercising the Data Subjects’ rights under the Data Protection Laws, including the GDPR.
6.2 The Data Processor shall assist the Data Controller with any prior consultations, correspondence, enquiries and/or complaints from supervisory authorities in connection with the Processing subject to the Agreement. In the event that any such correspondence, enquiry or complaint is made directly to the Data Processor, the Data Processor shall promptly inform the Data Controller providing full details of the same.
6.3 If the Data Processor believes or becomes aware that its Processing of the Personal Data is likely to result in a high risk to the data protection rights and freedoms of Data Subjects, it shall promptly inform the Data Controller and provide the Data Controller with all such reasonable and timely assistance as the Data Controller may require in order to conduct a data protection impact assessment and, if necessary, consult with its relevant supervisory authority.
6.4 The Data Processor shall make available to the Data Controller all information necessary to demonstrate compliance with the Data Processor's obligations under the Data Protection Laws.
7. INFORMATION OBLIGATIONS AND SECURITY BREACH MANAGEMENT
7.1 When the Data Processor becomes aware of a Security Breach involving the Processing of Personal Data that is the subject of the Agreement, it shall notify the Data Controller without undue delay and within no less than 72 hours about the Security Breach. The Data Processor shall provide all such reasonable and timely assistance as the Data Controller may require in order for the Data Controller to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) the Data Protection Laws. The Data Processor shall further take all such measures and actions as are necessary to remedy or mitigate the effects of the Security Breach and shall keep the Data Controller apprised of all developments in connection with the Security Breach.
7.2 The Data Processor shall at all times have in place written procedures which enable it to promptly respond to the Data Controller about a Security Breach.
7.3 Any notifications made to the Data Controller pursuant to a Security Breach will be delivered to the Data Controller by means of email and shall contain:
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a description of the nature of the Security Breach, including where possible, the categories and approximate number of Data Subjects concerned, and the categories and approximate number of Personal Data records concerned;
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the name and contact details of the Data Processor's data protection officer or another contact point where more information can be obtained;
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a description of the likely consequences of the Security Breach; and
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a description of the measures taken or proposed to be taken by the Data Processor to address the Security Breach including, where appropriate, measures to mitigate its possible adverse effects.
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8. DESTRUCTION OF PERSONAL DATA
8.1 Upon termination of this Data Processing Agreement, upon the Data Controller's request, or upon fulfillment of all purposes agreed in the context of the Agreement whereby no further Processing is required, the Data Processor shall, at the instruction of the Data Controller, delete or destroy all Personal Data (including all copies) to the Data Controller.
8.2 The Data Processor shall notify all third parties supporting its own Processing of the Personal Data, including any Sub-Processors, of the termination of the Data Processing Agreement and shall ensure that all such third parties shall destroy the Personal Data.
9. INTERNATIONAL TRANSFERS
9.1 The Data Processor shall not transfer the Personal Data (nor permit the Personal Data to be transferred) outside of the European Economic Area ("EEA") unless it takes such measures as are necessary to ensure the transfer is in compliance with the Data Protection Laws.
9.2 To the extent that the Data Controller or the Data Processor are relying on a specific statutory mechanism to normalize international data transfers, as established in Appendix 2, and that mechanism is subsequently modified, revoked, or held in a court of competent jurisdiction to be invalid, the Data Controller and the Data Processor agree to cooperate in good faith to promptly suspend the transfer or to pursue a suitable alternate mechanism that can lawfully support the transfer.
10. DURATION AND TERMINATION
10.1 Termination or expiration of this Data Processing Agreement shall not discharge the Data Processor from its confidentiality obligations pursuant to Article 3.
10.2 The Data Processor shall process Personal Data until the date of termination of the Agreement, unless instructed otherwise by the Data Controller, or until such data is returned or destroyed on instruction of the Data Controller.
APPENDIX 1
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Categories of Data Subjects:
Customer
Webinar registrant
Prospect
Website users
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Types of Personal Data That Will Be Processed In The Scope Of The Agreement:
First and Last Name
Email address
Account password
Billing address
Live chat discussions
Cookies
Payment card
Webinar video and images
Webinar registrant registration form and interaction card answers
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Nature and purpose of the Data Processing:
Personal data is required for different purposes:
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To create an account on the eWebinar application
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To have email communication with interested prospects and customers
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To manage the marketing and sales cycles through marketing campaigns and nurturing of prospects
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To register for eWebinar’s newsletter
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To provide the webinars that eWebinar offers
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To receive payments for the webinar services
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To optimize the website and eWebinar application experiences
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To integrate with other applications
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Security safeguards implemented by Data Processor:
4.1 Ensure that the Personal Data can be accessed only by authorized personnel.
4.2 Take all reasonable measures to prevent unauthorized access to the Personal Data through the use of appropriate passwords, securing areas for Personal Data Processing, and implementing procedures for monitoring the use of Personal Data Processing facilities.
4.3 Use secure passwords, encryption and authentication technology where applicable, secure logon procedures and virus protection.
4.4 Ensure pseudonymization and/or encryption of Personal Data, where appropriate.
4.5 Maintain the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services.
4.6 Develop system and audit trails.
4.7 Account for all the risks that are presented by processing, for example from accidental or unlawful destruction, loss, or alteration, unauthorized or unlawful storage, processing, access or disclosure of Personal Data.
4.8 Maintain the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident.
4.9 Implement a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of Personal Data
4.10 Monitor compliance on an ongoing basis.
4.11 Implement measures to identify vulnerabilities with regard to the processing of Personal Data in systems used to provide services to the Data Controller.
4.12 Provide employee and contractor training to ensure ongoing capabilities to carry out the security measures established in policy.
APPENDIX 2
Data Transfers
The Data Controller also grants its authorizations to data transfers to countries outside the European Economic Area without a suitable level of protection including the USA as the Data Controller and the Data Processor confirm to have in place at least one of the two (2) safeguards listed below.
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The USA-based data receiver has Binding Corporate Rules in place approved by EU Data Protection Authorities (Internal rules used by multinational companies to adduce adequate safeguards for the protection of the privacy and fundamental rights and freedoms of individuals within the meaning of Article 26 (2) of the Directive 95/46/CE for all transfers of personal data protected under a European law).
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Standard Contractual Clauses, if applicable, are incorporated into the agreement between the third country-based data receiver and the EU or third country-based data sender before the data receiver first processes personal data.
