Data Processing Addendum (DPA)
This Data Processing Addendum (“DPA”) is effective upon execution of an Order Form (each, an “Agreement”), by and between Lucidworks, Inc. (“Lucidworks”) and the party named as Customer in the Agreement. Capitalized terms used but not defined in this DPA shall have the meanings given to them in the Agreement. The parties intend this DPA to be an extension of the Agreement that will outline certain requirements for the processing of personal data provided or made available by Customer, or collected or otherwise obtained by Lucidworks, in the course of providing Services to Customer.
- “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC (as amended by Directive 2009/136/EC) and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation (Regulation (EU) 2016/279)).
- “Good Industry Practice” means, in relation to any activity and under any circumstance, exercising the same skill, expertise, and judgement and using facilities and resources of a similar or superior quality as would be expected from a person who: (a) is skilled and experienced in providing the services in question, seeking in good faith to comply with his contractual obligations, and seeking to avoid liability arising under any duty of care that might reasonably apply; (b) takes all proper and reasonable care and is diligent in performing his obligations; and (c) complies with all applicable legislation and any applicable industry standards including any recognized industry quality standards and applicable law.
- “data controller”, “data processor”, “sub-processor”, “data subject”, “personal data”, “processing”, and “appropriate technical and organizational measures” shall be interpreted in accordance with Directive 95/46/EC, or other applicable Data Protection Legislation, in the relevant jurisdiction.
- “standard contractual clauses” shall mean the model controller-to-processor contract for the transfer of personal data to third countries issued by the European Commission on the basis of Article 26(4) of Directive 95/46/EC pursuant to Decision 2010/87/EU.
“Sub-Processor” means any third party engaged by Lucidworks, including any wholly-owned subsidiary of Lucidworks, which processes Customer data in order to provide parts of the Services as listed on https://lucidworks.com/legal/sub-processors/
- Scope. The parties agree that, as between the parties, Customer is a data controller and Lucidworks is a data processor in relation to personal data that Lucidworks processes on behalf of Customer in the course of providing the services under the Agreement (the “Services”). The subject-matter of the data processing, the types of personal data processed, and the categories of data subjects will be defined by, and/or limited to that necessary to carry out the Services described in the Agreement. The processing will be carried out until the date Lucidworks ceases to provide the Services to Customer.
- Data Protection. In respect of personal data processed in the course of providing the Services, Lucidworks shall adhere to the following requirements:
- Lucidworks will process the personal data only in accordance with the written instructions from Customer and only in compliance with Data Protection Legislation. Such instructions may be specific or of a general nature as set out in this DPA, the Agreement, or as otherwise notified by Customer to Lucidworks in writing from time to time. The nature and purposes of the processing shall be limited to that necessary to carry out such instructions, and not for Lucidworks’s own purposes, or for any other purposes except as required by law. If Lucidworks is required by law to process the personal data for any other purpose, Lucidworks will inform Customer of such requirement prior to the processing unless prohibited by law from doing so.
- Lucidworks will process the personal data only to the extent, and in such manner, as is necessary for the provision of the Services. Lucidworks may only correct, delete, or block the personal data processed on behalf of Customer as and when instructed to do so by Customer.
- Lucidworks will implement and maintain appropriate technical and organizational measures to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration, or disclosure. These measures shall take into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage, or theft of the personal data and having regard to the nature of the personal data which is to be protected and as a minimum shall be in accordance with the Data Protection Legislation and Good Industry Practice. Such measures shall include, as appropriate:
- the pseudonymisation and encryption of personal data;
- the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services;
- the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
- a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
- Customer specifically authorizes the engagement of Lucidworks’ Affiliates as Sub-Processors. In addition, Customer acknowledges and agrees that Lucidworks and Lucidworks Affiliates respectively have engaged third-party Sub-Processors in connection with the provision of the Services. Lucidworks or a Lucidworks Affiliate has entered into a written agreement with each Sub-Processor containing data protection obligations not less protective than those in this DPA with respect to the protection of Customer data to the extent applicable to the nature of the Services provided by the Sub-Processor. Lucidworks makes available to Customer the current list of Sub-Processors for the Services at https://lucidworks.com/legal/sub-processors/ which Sub-Processors are deemed approved by Customer. Lucidworks will not give access to or transfer any personal data to any third party (including any affiliates, group companies, or Sub-Processors) without giving Customer prior notice and a reasonable opportunity to object, which, if not exercised within thirty (30) days of receipt of such notice shall be deemed to constitute an approval of such access or transfer. Where Customer does not object in good faith on grounds related to data protection to Lucidworks engaging a Sub-Processor to carry out any part of the Services, Lucidworks must ensure the reliability and competence of such third party, and its employees or agents who may have access to the personal data processed in the provision of the Services. For the avoidance of doubt, where a third party fails to fulfill its obligations under any sub-processing agreement or any applicable Data Protection Legislation, Lucidworks will remain fully liable to Customer for the fulfillment of its obligations under this DPA and the Agreement.
- Lucidworks will take reasonable steps to ensure the reliability and competence of any Lucidworks personnel who have access to the personal data. Lucidworks will ensure that all Lucidworks personnel required to access the personal data are informed of the confidential nature of the personal data and comply with the obligations set out in this DPA.
- Lucidworks will take all reasonable steps to assist Customer in meeting Customer’s obligations under applicable Data Protection Legislation, including Customer’s obligation to respond to requests by data subjects to exercise their rights with respect to personal data, adhere to data security obligations, respond to data breaches and other incidents involving personal data, conduct data protection impact assessments, and consult with supervisory authorities. Lucidworks will promptly inform Customer in writing if it receives: (i) a request from a data subject concerning any personal data or (ii) a complaint, communication, or request relating to Customer’s obligations under Data Protection Legislation.
- Lucidworks will not retain any of the personal data for longer than is necessary to provide the Services. At the end of the Services, or upon Customer’s request, Lucidworks will securely destroy or return (at Customer’s election) the personal data to Customer.
- With regard to personal data related to data subjects located in the European Economic Area, Lucidworks will not process such personal data in a location outside the European Economic Area, except:
- with the prior written consent of Customer and on the documented instructions of Customer (including to the extent set forth in the Agreement);
- by taking such steps as may reasonably be required by Customer on an ongoing basis to ensure there is adequate protection for such personal data in accordance with applicable Data Protection Legislation; and
- pursuant to the standard contractual clauses, which the parties will enter into.
- Lucidworks will allow Customer and its respective auditors or authorized agents to conduct reasonable audits and inspections during the term of the Agreement, solely to allow Customer to verify that Lucidworks is processing personal data in accordance with its obligations under this DPA, the Agreement, and applicable Data Protection Legislation.
- If Lucidworks becomes aware of any accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to the personal data that is processed by Lucidworks in the course of providing the Services under the Agreement (a “Security Breach”):
- it shall, within seventy-two (72) hours and without undue delay, notify Customer and provide Customer with: a detailed description of the Security Breach; the type of data that was the subject of the Security Breach; the identity of each affected person; and the steps Lucidworks takes in order to mitigate and remediate such Security Breach, in each case as soon as such information can be collected or otherwise becomes available (as well as periodic updates to this information and any other information Customer may reasonably request relating to the Security Breach); and
- take action immediately, at its own expense, to investigate the Security Breach and to identify, prevent, and mitigate the effects of the Security Breach and, with the prior written approval of Customer, to carry out any recovery or other action necessary to remedy the Security Breach.
- Lucidworks shall comply at all times with and assist Customer in complying with its applicable obligations under Data Protection Legislation. Lucidworks shall provide any information requested by Customer to demonstrate compliance with the obligations set out in this DPA. Lucidworks shall not perform its obligations under the Agreement or this DPA in such a way as to cause Customer to breach any of its obligations under applicable Data Protection Legislation.
- Lucidworks will notify Customer immediately if, in Lucidworks’s reasonable opinion, an instruction for the processing of personal data given by Customer infringes applicable Data Protection Legislation.
last updated 9/7/2022