Terms last modified: January 31, 2020

The customer agreeing to these terms ("Customer"), and SOVA Systems or any other entity that directly or indirectly controls, is controlled by, or is under common control with SOVA Systems (as applicable, "SOVA"), have entered into the SOVA Terms of Service under which SOVA has agreed to provide the products or services to Customer (as amended from time to time, the "Agreement").

These Data Processing and Security Terms, including their appendices, (the "Terms") will be effective and replace any previously applicable data processing and security terms as from the Terms Effective Date (as defined below). These Terms supplement the Agreement.

1. Introduction

These Terms reflect the parties' agreement with respect to the terms governing the processing and security of Customer Personal Data under the Agreement.

2. Definitions

2.1 Capitalized terms used but not defined in these Terms have the meanings set out in the Agreement. In these Terms, unless stated otherwise:

• Account has the meaning given in the Agreement or, if no such meaning is given, means Customer's account for the Services.
  
• Additional Product means a product, service or application provided by SOVA or a third party that: (a) is not part of the Services; and (b) is accessible for use within the user interface of the Services or is otherwise integrated with the Services.
  
• Additional Security Controls means security resources, features, functionality and/or controls that Customer may use at its option and/or as it determines, including the Admin Console and other features and/or functionality of the Services such as logging and monitoring, and identity and access management.
  
• Admin Console has the meaning given in the Agreement or, if not such meaning is given, means the online console(s) and/or tool(s) provided by SOVA to Customer for administering the Services.
  
• Affiliate has the meaning given in the Agreement or, if not such meaning is given, means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party.
  
• Alternative Transfer Solution means a solution, other than Privacy Shield, that enables the lawful transfer of personal data to a third country in accordance with Article 45 or 46 of the GDPR.
  
• Customer Data has the meaning given to "Developer Data" in the Agreement or, if no such meaning is given, means data provided by or on behalf of Customer or Customer End Users via the Services under the Account.
  
• Customer Personal Data means the personal data contained within the Customer Data.
  
• Data Incident means a breach of SOVA'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 SOVA. "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.
  
• European Data Protection Legislation means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).
  
• EEA means the European Economic Area.
  
• 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.
  
• European or National Law means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and/or (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).
  
• GDPR means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
  
• SOVA's Third Party Auditor means a SOVA-appointed, qualified and independent third party auditor, whose then-current identity SOVA will disclose to Customer.
  
• Infrastructure Provider has the meaning given in Section 5.4 (Infrastructure Provider).
  
• Non-European Data Protection Legislation means data protection or privacy legislation in force outside the European Economic Area and Switzerland.
  
• Notification Email Address means the email address(es) designated by Customer in the Admin Console to receive certain notifications from SOVA. Customer is responsible for ensuring that its Notification Email Address remains current and valid.
  
• Privacy Shield means the EU-U.S. Privacy Shield legal framework and the Swiss-U.S. Privacy Shield legal framework.
  
• Security Documentation means all documents and information made available by SOVA under Section 7.5.1 (Reviews of Security Documentation).
  
• Security Measures has the meaning given in Section 7.1.1 (SOVA's Security Measures).
  
• Services has the meaning given to "Services" in the Agreement.
  
• SOC 2 Report means a confidential Service Organization Control (SOC) 2 report (or a comparable report) on SOVA's systems examining logical security controls, physical security controls, and system availability, as produced by SOVA's Third Party Auditor in relation to the Audited Services.
  
• Subprocessors means third parties authorized under these Terms to have logical access to and process Customer Personal Data in order to provide parts of the Services.
  
• Supervisory Authority means, as applicable: (a) a "supervisory authority" as defined in the EU GDPR; and/or (b) the "Commissioner" as defined in the UK GDPR.
  
• Term means the period from the Terms Effective Date until the end of SOVA's provision of the Services, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which SOVA may continue providing the Services for transitional purposes.
  
• Terms Effective Date means,means the date on which Customer accepted, or the parties otherwise agreed to, these Terms.
  
• Third Party Subprocessors has the meaning given in Section 11.1 (Consent to Subprocessor Engagement).
  
• 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 "personal data", "data subject", "processing", "controller", and "processor" as used in these Terms have the meanings given in the GDPR, irrespective of whether European Data Protection Legislation or Non-European Data Protection Legislation applies.

3. Duration of these Terms

These Terms will take effect on the Terms Effective Date and, notwithstanding expiry of the Term, will remain in effect until, and automatically expire upon, deletion of all Customer Personal Data by SOVA as described in these Terms.

4. Scope of Data Protection Legislation

4.1 Application of European Legislation. The parties acknowledge and agree that the European Data Protection Legislation will apply to the processing of Customer Personal Data, if, for example:

1. the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA or the UK; and/or
   
2. the Customer Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK or the monitoring of their behaviour in the EEA or the UK.
   

4.2 Application of Non-European Legislation. The parties acknowledge and agree that Non-European Data Protection Legislation may also apply to the processing of Customer Personal Data.

4.3 Application of Terms. Except to the extent these Terms state otherwise, these Terms will apply irrespective of whether the European Data Protection Legislation or Non-European Data Protection Legislation applies to the processing of Customer Personal Data.

5. Processing of Data

5.1 Roles and Regulatory Compliance; Authorization.

5.1.1 Processor and Controller Responsibilities. If the European Data Protection Legislation applies to the processing of Customer Personal Data, the parties acknowledge and agree that:

1. the subject matter and details of the processing are described in Appendix 1;
   
2. SOVA is a processor of that Customer Personal Data under the European Data Protection Legislation;
   
3. Customer is a controller or processor, as applicable, of that Customer Personal Data under European Data Protection Legislation; and
   
4. each party will comply with the obligations applicable to it under the European Data Protection Legislation with respect to the processing of that Customer Personal Data.
   

5.1.2 Authorization by Third Party Controller. If European Data Protection Legislation applies to the process of Customer Personal Data and Customer is a processor, Customer warrants to SOVA that Customer's instructions and actions with respect to that Customer Personal Data, including its appointment of SOVA as another processor, have been authorized by the relevant controller.

5.1.3 Responsibilities under Non-European Legislation. If Non-European Data Protection Legislation applies to either party’s processing of Customer Personal Data, the parties acknowledge and agree that the relevant party will comply with any obligations applicable to it under that legislation with respect to the processing of that Customer Personal Data.

5.2 Scope of Processing.

5.2.1 Customer's Instructions. By entering into these Terms, Customer instructs SOVA to process Customer Personal Data only in accordance with applicable law: (a) to provide the Services; (b) as further specified via Customer's use of the Services (including the Admin Console and other functionality of the Services); (c) as documented in the form of the Agreement, including these Terms; and (d) as further documented in any other written instructions given by Customer and acknowledged by SOVA as constituting instructions for purposes of these Terms.

5.2.2 SOVA's Compliance with Instructions. SOVA will comply with the instructions described in Section 5.2.1 (Customer's Instructions) (including with regard to data transfers) unless European or National Law to which SOVA is subject requires other processing of Customer Personal Data by SOVA, in which case SOVA will inform Customer (unless that law prohibits SOVA from doing so on important grounds of public interest) via the Notification Email Address.

5.3 Additional Products. If Customer uses an Additional Product, the Services may allow that Additional Product to access Customer Personal Data as required for the interoperation of the Additional Product with the Services. For clarity, these 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.

5.4 Infrastructure Provider. Customer authorizes the engagement of Amazon Web Services, Inc. ("Infrastructure Provider") to provide underlying infrastructure services in the provision of the Services. Infrastructure Provider's role includes processing Customer Personal Data but Infrastructure Provider will not be a Third Party Subprocessor for the purposes of these Terms.

6. Data Deletion

6.1 Deletion by Customer. SOVA will enable Customer to delete Customer Personal Data during the Term in a manner consistent with the functionality of the Services. If Customer uses the Services to delete any Customer Personal Data during the Term and that Customer Personal Data cannot be recovered by Customer, this use will constitute an instruction to SOVA to delete the relevant Customer Personal Data from SOVA's systems in accordance with applicable law. SOVA will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Law requires storage.

6.2 Deletion on Termination. On expiry of the Term, Customer instructs SOVA to delete all Customer Personal Data (including existing copies) from SOVA's systems in accordance with applicable law. SOVA will, after a recovery period of up to 30 days following such expiry, comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Law requires storage. Without prejudice to Section 9.1 (Access; Rectification; Restricted Processing; Portability), Customer acknowledges and agrees that Customer will be responsible for exporting, before the Term expires, any Customer Personal Data it wishes to retain afterwards.

7. Data Security

7.1 SOVA's Security Measures, Controls and Assistance.

7.1.1 SOVA's Security Measures. SOVA 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"). As described in Appendix 2, the Security Measures include measures to encrypt personal data; to help ensure ongoing confidentiality, integrity, availability and resilience of SOVA's systems and services; to help restore timely access to personal data following an incident; and for regular testing of effectiveness. SOVA 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 Services.

7.1.2 Security Compliance by SOVA Staff. SOVA 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 SOVA's Security Assistance. Customer agrees that SOVA will (taking into account the nature of the processing of Customer Personal Data and the information available to SOVA) assist Customer in ensuring compliance with any of Customer's obligations 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:

1. implementing and maintaining the Security Measures in accordance with Section 7.1.1 (SOVA's Security Measures);
   
2. complying with the terms of Section 7.2 (Data Incidents); and
   
3. providing Customer with the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation) and the information contained in the Agreement including these Terms.
   

7.2.Data Incidents

7.2.1 Incident Notification. If SOVA becomes aware of a Data Incident, SOVA will: (a) notify Customer of the Data Incident promptly and without undue delay after becoming aware of the Data Incident; and (b) promptly take reasonable steps to minimize harm and secure Customer Personal Data.

7.2.2 Details of Data Incident. Notifications made pursuant to this section will describe, to the extent possible, details of the Data Incident, including steps taken to mitigate the potential risks and steps SOVA recommends Customer take to address the Data Incident.

7.2.3 Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address or, at SOVA's discretion, by direct communication (for example, by phone call or an in-person meeting). Customer is solely responsible for ensuring that the Notification Email Address is current and valid.

7.2.4 No Assessment of Customer Personal Data by SOVA. SOVA will not assess the contents of Customer Personal Data to identify information subject to any specific legal requirements. 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(s).

7.2.5 No Acknowledgement of Fault by SOVA. SOVA's notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by SOVA 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 SOVA's obligations under Section 7.1 (SOVA's Security Measures, Controls and Assistance) and Section 7.2 (Data Incidents):

1. Customer is solely responsible for its use of the Services, including:
   
   1. making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Customer Personal Data;
      
   2. securing the account authentication credentials, systems and devices Customer uses to access the Services;
      
   3. backing up its Customer Personal Data; and
      
2. SOVA has no obligation to protect Customer Personal Data that Customer elects to store or transfer outside of SOVA's and its Subprocessors' systems (for example, offline or on-premise storage).
   

7.3.2 Customer's Security Assessment.

1. Customer is solely responsible for reviewing the Security Documentation and evaluating for itself whether the Services, the Security Measures and SOVA's commitments under this Section 7 (Data Security) will meet Customer's needs, including with respect to any security obligations of Customer under the European Data Protection Legislation and/or Non-European Data Protection Legislation, as applicable.
   
2. 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 SOVA as set out in Section 7.1.1 (SOVA's Security Measures) provide a level of security appropriate to the risk in respect of the Customer Personal Data.
   

7.4 Security Certifications and Reports. SOVA will update the SOC 2 Report at least once every 18 months in order to evaluate and help ensure the continued effectiveness of the Security Measures.

7.5 Reviews and Audits of Compliance

7.5.1 Reviews of Security Documentation. In addition to the information contained in the Agreement (including these Terms), SOVA will make available for review by Customer the then-current SOC 2 Report, following a request by Customer in accordance with Section 7.5.3(a), in order to demonstrate compliance by SOVA with its obligations under these Terms.

7.5.2 Customer's Audit Rights.

1. If the European Data Protection Legislation applies to the processing of Customer Personal Data, SOVA will allow Customer or an independent auditor appointed by Customer to conduct audits (including inspections) to verify SOVA's compliance with its obligations under these Terms in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits). SOVA will contribute to such audits as described in Section 7.4 (Security Certifications and Reports) and this Section 7.5 (Reviews and Audits of Compliance).
   
2. Customer may also conduct an audit to verify SOVA's compliance with its obligations under these Terms by reviewing the Security Documentation (which reflects the outcome of audits conducted by SOVA's Third Party Auditor).
   

7.5.3 Additional Business Terms for Reviews and Audits.

1. Customer must send any requests for reviews of the SOC 2 Report under Section 7.5.1 or audits under Section 7.5.2(a) or 7.5.2(b) via https://support.sovasystems.com/portal/en/kb/articles/gdpr-and-sova.
   
2. Following receipt by SOVA of a request under Section 7.5.3(a), SOVA and Customer will discuss and agree in advance on: (i) the reasonable date(s) of and security and confidentiality controls applicable to any review of the SOC 2 Report under Section 7.5.1; and (ii) 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).
   
3. SOVA may charge a fee (based on SOVA's reasonable costs) for any review of the SOC 2 Report under Section 7.5.1 and/or audit under Section 7.5.2(a) or 7.5.2(b). SOVA will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such review or audit. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.
   
4. SOVA may object in writing to an auditor appointed by Customer to conduct any audit under Section 7.5.2(a) or 7.5.2(b) if the auditor is, in SOVA's reasonable opinion, not suitably qualified or independent, a competitor of SOVA, or otherwise manifestly unsuitable. Any such objection by SOVA will require Customer to appoint another auditor or conduct the audit itself.
   
5. Nothing in these Terms will require SOVA either to disclose to Customer or its third party auditor, or to allow Customer or its third party auditor to access:
   
   1. any data of any other customer of SOVA or its Affiliates;
      
   2. SOVA or its Affiliates' internal accounting or financial information;
      
   3. any trade secret of SOVA or its Affiliates;
      
   4. any information that, in SOVA's reasonable opinion, could: (A) compromise the security of any of SOVA or its Affiliates' systems or premises; or (B) cause SOVA or its Affiliates to breach obligations under the European Data Protection Legislation and/or Non-European Data Protection Legislation, as applicable, or its security and/or privacy obligations to Customer or any third party; or
      
   5. 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 and/or Non-European Data Protection Legislation, as applicable.
      

8. Impact Assessments and Consultations

Customer agrees that SOVA will (taking into account the nature of the processing and the information available to SOVA) 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:

1. providing the Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls) and the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation); and
   
2. providing the information contained in the Agreement including these Terms.
   

9. Data Subject Rights; Data Export

9.1 Access; Rectification; Restricted Processing; Portability. During the Term, SOVA will, in a manner consistent with the functionality of the Services, enable Customer to access, rectify and restrict processing of Customer Personal Data, including via the deletion functionality provided by SOVA as described in Section 6.1 (Deletion by Customer), and to export Customer Personal Data.

9.2 Data Subject Requests

9.2.1 Customer's Responsibility for Requests. During the Term, if SOVA receives any request from a data subject in relation to Customer Personal Data, SOVA will advise the data subject to submit their request to Customer and Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.

9.2.2 SOVA's Data Subject Request Assistance. Customer agrees that SOVA will (taking into account the nature of the processing of Customer Personal Data) assist Customer in fulfilling any obligation 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:

1. providing the Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls); and
   
2. complying with the commitments set out in Section 9.1 (Access; Rectification; Restricted Processing; Portability) and Section 9.2.1 (Customer's Responsibility for Requests).
   

10. Data Transfers

10.1 Data Storage and Processing Facilities. SOVA may, subject to Section 10.2 (Transfers of Data), store and process the relevant Customer Personal Data anywhere SOVA or its Subprocessors, or any Infrastructure Provider maintains facilities.

10.2 Transfers of Data

10.2.1 SOVA’s Transfer Obligations. If the storage and/or processing of Customer Personal Data involves transfers of Customer Personal Data out of the EEA, Switzerland, or the UK, and the European Data Protection Legislation applies to the transfers of such data, SOVA will ensure that:

1. SOVA remains self-certified under Privacy Shield on behalf of itself and its wholly-owned U.S. subsidiaries; and
   
2. the scope of SOVA's Privacy Shield certification includes Customer Personal Data.
   

10.2.2 Customer's Transfer Obligations. If under the European Data Protection Legislation SOVA reasonably requires Customer to use an Alternative Transfer Solution offered by SOVA, and reasonably requests that Customer take any action (which may include execution of documents) strictly required to give full effect to such solution, Customer will do so.

11. Subprocessors

11.1 Consent to Subprocessor Engagement. Customer specifically authorizes SOVA to engage SOVA's Affiliates as Subprocessors. In addition, Customer generally authorizes SOVA to engage any other third parties as Subprocessors ("Third Party Subprocessors").

11.2 Information about Subprocessors. Information about Subprocessors, including their functions and locations, is available at: https://support.sovasystems.com/portal/en/kb/articles/subprocess (as may be updated by SOVA from time to time in accordance with these Terms).

11.3 Requirements for Subprocessor Engagement. When engaging any Subprocessor, SOVA will:

1. ensure via a written contract that:
   
   1. 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 Terms) and Privacy Shield; and
      
   2. if the GDPR applies to the processing of Customer Personal Data, the data protection obligations set out in Article 28(3) of the GDPR, as described in these Terms, are imposed on the Subprocessor; and
      
2. remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.
   

11.4 Opportunity to Object to Subprocessor Changes.

1. When any new Third Party Subprocessor is engaged during the Term, SOVA 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.
   
2. Customer may object to any new Third Party Subprocessor by terminating the Agreement immediately upon written notice to SOVA, on condition that Customer provides such notice within 90 days of being informed of the engagement of the 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. SOVA Data Protection Team; Processing Records

12.1 SOVA's Representative. Customer may contact a SOVA representative in relation to the exercise of its rights under these Terms via the methods described at https://support.sovasystems.com/portal/en/kb/articles/gdpr-and-sova (and/or via such other means as SOVA may provide from time to time).

12.2 SOVA's Processing Records. Customer acknowledges that SOVA 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 SOVA is acting and, where applicable, of such processor's or controller's local representative and data protection officer; and (b) make such information available to the Supervisory Authorities. Accordingly Customer will, where requested, provide such information to SOVA via any means provided by SOVA, and will use the Admin Console or such other means to ensure that all information provided is kept accurate and up-to-date.

13. Liability

13.1 If the Agreement is governed by the laws of:

1. a state of the United States of America, then, notwithstanding anything else in the Agreement, the total liability of either party towards the other party under or in connection with these 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); or
   
2. a jurisdiction that is not a state of the United States of America, then the liability of the parties under or in connection with these Terms will be subject to the exclusions and limitations of liability in the Agreement.
   

14. Effect of these Terms

Notwithstanding anything to the contrary in the Agreement, to the extent of any conflict or inconsistency between these Terms and the remaining terms of the Agreement, these Terms will govern.

15. Changes to these Terms

15.1 Changes to URLs. From time to time, SOVA may change any URL referenced in these Terms and the content at any such URL.

15.2 Changes to these Terms. SOVA may change these Terms if the change:

1. is expressly permitted by these Terms, including as described in Section 15.1 (Changes to URLs);
   
2. reflects a change in the name or form of a legal entity;
   
3. is required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency; or
   
4. does not: (i) result in a degradation of the overall security of the Services; (ii) expand the scope of, or remove any restrictions on, SOVA's processing of Customer Personal Data, as described in Section 5.2.2 (SOVA's Compliance with Instructions); and (iii) otherwise have a material adverse impact on Customer's rights under these Terms, as reasonably determined by SOVA.
   

15.3 Notification of Changes. If SOVA intends to change these Terms under Section 15.2(c) or (d), SOVA 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 Admin Console. If Customer objects to any such change, Customer may terminate the Agreement by giving written notice to SOVA within 90 days of being informed by SOVA of the change.

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter

SOVA's provision of the Services to Customer.

Duration of the Processing

The Term plus the period from the expiry of the Term until deletion of all Customer Personal Data by SOVA in accordance with these Terms.

Nature and Purpose of the Processing

SOVA will process Customer Personal Data for the purposes of providing the Services to Customer in accordance with these Terms.

Categories of Data

Data relating to individuals provided to SOVA via the Services, by (or at the direction of) Customer or by Customer End Users.

Data Subjects

Data subjects include the individuals about whom data is provided to SOVA via the Services by (or at the direction of) Customer or by Customer End Users.

Appendix 2: Security Measures

As from the Terms Effective Date, SOVA will implement and maintain the Security Measures set out in this Appendix 2. SOVA 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 Services.

1. Data Center and Network Security

This Section 1 describes data center and network security operated by an Infrastructure Provider.

(a) Data Centers.

Infrastructure. SOVA utilizes infrastructure provided by Amazon Web Services (AWS). AWS provides geographically distributed data centers

Server Operating Systems. SOVA servers use a Linux based implementation customized for the application environment. Data is stored using proprietary algorithms to augment data security and redundancy. SOVA employs a code review process to increase the security of the code used to provide the Services and enhance the security of products in production environments.

Businesses Continuity. SOVA replicates data over multiple systems to help protect against accidental destruction or loss. SOVA has designed and regularly plans and tests its business continuity planning/disaster recovery programs.

(b) Networks and Transmission.

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. SOVA transfers data via Internet standard protocols.

External Attack Surface. SOVA employs multiple layers of network devices and intrusion detection to protect its external attack surface. SOVA considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.

Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. SOVA's intrusion detection involves:

1. tightly controlling the size and make-up of SOVA's attack surface through preventative measures;
   
2. employing intelligent detection controls at SOVA-controlled data entry points; and
   
3. employing technologies that automatically remedy certain dangerous situations.
   

Incident Response. SOVA monitors a variety of communication channels for security incidents, and SOVA's security personnel will react promptly to known incidents.

Encryption Technologies. SOVA makes HTTPS encryption (also referred to as SSL or TLS connection) available. SOVA 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

(a) Access Control.

Infrastructure Security Personnel. SOVA has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. SOVA's infrastructure security personnel are responsible for the ongoing monitoring of SOVA's security infrastructure, the review of the Services, and responding to security incidents.

Access Control and Privilege Management. Customer's administrators must authenticate themselves via a service-specific authentication system in order to administer the Services.

Internal Data Access Processes and Policies – Access Policy. SOVA'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. SOVA designs 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. SOVA employs access management systems to control personnel access to production servers for the Services, and only provides access to a limited number of authorized personnel. SOVA’s authentication and authorization systems utilize SSH certificates and security keys, and are designed to provide SOVA with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. SOVA 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 internal data access policies and training. 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. Data

1. Data Storage, Isolation and Logging. SOVA stores data in a multi-tenant environment on Infrastructure Provider-owned servers. SOVA also logically isolates the Customer's data. Customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Customer to determine the product sharing settings applicable to Customer End Users for specific purposes.
   

4. Personnel Security

SOVA personnel are required to conduct themselves in a manner consistent with the company's guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. SOVA conducts reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.

Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, SOVA'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 (eg., certifications). SOVA's personnel will not process Customer Personal Data without authorization.

5. Subprocessor and Infrastructure Provider Security

1. Subprocessors. Before onboarding Subprocessors, SOVA 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 SOVA has assessed the risks presented by the Subprocessor, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.
   
2. Infrastructure Provider. Details regarding the Data Center, Network Security, and Site Control security standards of the Infrastructure Provider, including the Infrastructure Provider's SOC 3 Report, are publicly available at https://aws.amazon.com/compliance/soc-faqs/ (as may be modified or updated by the Infrastructure Provider from time to time).
   

Previous versions:

• December 26, 2019