This Controller-to-Controller Addendum (“CCA”), forms part of the Terms of Service, (the “Agreement”) between Traackr, Inc. (“Traackr”) and you (“Customer”) and shall be effective as of May 25, 2018.
In this CCA:
“Agreed Purposes”: means the use of the Traackr Service to be conducted by Customer (in accordance with the Agreement) as permitted by the Data Protection Legislation for which Traackr will provide access to the Shared Personal Data (as defined below) when Customer uses the Traackr Service.
“Notes”: means EU Personal Data of social media influencers whose EU Personal Data is entered into Customer’s Traackr account by Customer, excluding that certain publicly available influencer data for which Traackr is the controller.
“Controller”, “processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures”: have the meanings given in the Data Protection Legislation in force at the time.
“Data Protection Legislation”: means all applicable privacy and data protection laws including the General Data Protection Regulation (“GDPR”) and any applicable national implementing laws, regulations and secondary legislation in the European Union (and the United Kingdom when it is no longer part of the European Union) relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including but not restricted to the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).
“EU Personal Data”: means personal data relating to data subjects located in the European Economic Area (including the United Kingdom as at the date of this CCA) processed by Traackr solely on behalf of Customer for the purpose of providing the Traackr Service.
“Permitted Recipients”: means the parties to the Agreement and the Users.
“Shared Personal Data”: means the personal data added to the Traackr Service by Traackr and shared with Customer. For the avoidance of doubt, the Shared Personal Data will not include the EU Personal Data, User Data, Notes or any other personal data.
“Traackr Service”: means the online market-research subscription service that allows companies to discover, evaluate and manage their engagement with influential people on the internet, which includes access to Traackr’s market-research database, consisting of aggregated, publicly available data that is indexed, ranked, organized and analyzed using Traackr’s proprietary techniques and algorithms, and includes all of the information and analysis made available to Customer through the Traackr Service.
“User”: means an employee or consultant of Customer who is under the control of Customer and is authorized to use the Traackr Service in accordance with the terms of the Agreement
“User Data”: means EU Personal Data of Users.
1.2 Sharing of Personal Data. This Section 1 sets out the framework for the sharing of personal data by Traackr to Customer as a controller. Each party acknowledges that the Shared Personal Data will only be shared for the Agreed Purposes. The obligations and liabilities placed on Traackr under this Section 1 shall not apply to any processing by Customer which is beyond the scope of the Agreed Purposes.
1.3 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within fifteen days of written notice from the other party, give grounds for the other party to terminate the Agreement with immediate effect.
1.4 Cross-border transfers. The parties hereby enter into the Standard Contractual Clauses for controllers as approved by the European Commission under Decision 2004/915/EC, attached hereto as Exhibit A (the “SCCs”) and made a part of the Agreement in their entirety.
1.5 Customer obligations. Customer shall:
1.6 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation relating to the Shared Personal Data. In particular, each party shall:
Customer shall indemnify, defend and hold harmless Traackr, its affiliates, officers, directors, employees and agents against any claims, actions, proceedings, expenses, losses, damages and liabilities (including without limitation any governmental investigations, complaints and actions) and reasonable attorneys’ fees relating to or arising out of Customer’s violation of this CCA. Notwithstanding anything to the contrary in the Agreement, Customer’s indemnification obligations under this Section 2 shall not be subject to any limitations of liability set forth in the Agreement.
This CCA constitutes an amendment to the Agreement. This CCA, including the SCCs, and the Agreement (including the Data Processing Addendum, incorporated therein by reference) constitute the parties’ entire agreement and understanding with respect to the subject matter hereof. Traackr’s obligations contained in this CCA are subject to any limitations of liability set forth in the Agreement. The obligations contained in this CCA are in addition to the other obligations contained in the Agreement. In the event of a conflict between this CCA and any other terms in the Agreement, the terms of this CCA will govern. For the avoidance of doubt, to the extent that the Agreement excludes any types of information from confidentiality obligations, those exclusions shall not apply to EU Personal Data.
In this CCA, unless a clear contrary intention appears: (a) where not inconsistent with the context, words used in the present tense include the future tense and vice versa and words in the plural number include the singular number and vice versa; (b) reference to any person includes such person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this CCA; (c) reference to any gender includes each other gender; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and includes all addenda, exhibits and schedules thereto; (e) the titles and subtitles used in this CCA are used for convenience only and are not to be considered in construing or interpreting this CCA; (f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this CCA as a whole and not to any particular Section or Subsection of this CCA; and (g) “including” (and with correlative meaning, “include”) means including without limiting the generality of any description preceding such term.
Effective as of May 25, 2018. Last updated on July 11, 2018.
Traackr, Inc. (hereinafter “data exporter”)
Customer (hereinafter “data importer”)
each a “party”; together “the parties”.
For the purposes of the clauses:
The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.
The data exporter warrants and undertakes that:
The data importer warrants and undertakes that:
These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.
then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.
The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.
The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.
1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.
2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.
3.Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.
4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.
5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.
6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.
7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.
8. Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:
(i) such decisions are made by the data importer in entering into or performing a contract with the data subject, and
(ii) (the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.
(b) where otherwise provided by the law of the data exporter.
The personal data transferred concern the following categories of data subjects:
Social media influencers
The transfer is made for the following purposes:
For provision of the Traackr Service by data exporter to data importer.
The personal data transferred concern the following categories of data:
Publicly available personal data about social media influencers which is obtained indirectly via secondary sources such as social media networks and other Internet sources, including without limitation: name, age, affiliated organization (if any), social media handle, messages which the social media influencer has shared publically through social media.
The personal data transferred may be disclosed only to the following recipients or categories of recipients:
Representatives of data importer
The personal data transferred concern the following categories of sensitive data:
Any personal data that constitutes a special category of data that has been manifestly made public by a social media influencer