Data Processing Addendum
Last Updated: December 03, 2019
This Data Processing Addendum (the “DPA”) is entered into between BitTitan, Inc. (“BitTitan”) and a customer who has previously agreed to a BitTitan User Agreement (defined below) (“Customer”). By continuing to use the BitTitan Services, you agree to the terms and conditions of this DPA.
If you require additional terms in this DPA to comply with your local laws and regulations (such as Standard Contractual Clauses), please contact us at GDPR@BitTitan.com.
1. DEFINITIONS AND BACKGROUND
1.1. Definitions. Unless otherwise defined in the Agreement, all capitalized terms used in this DPA will have the meanings given to them in Appendix 1.
1.2. Background. Customer and BitTitan acknowledge that Customer may either be accessing the BitTitan Services in connection with services it provides to a Client or as a data controller for its own purposes. The purpose for which Customer accesses the BitTitan Services is further specified in the Service Specific Terms. Where Customer is accessing the BitTitan Services on behalf of a Client, the parties acknowledge that BitTitan will be a sub-processor to Customer. In all other cases, BitTitan will be considered a data processor as that term is defined by relevant Data Protection Law.
2. DATA PROCESSING AND PROTECTION
2.1. Scope and Limitations on Use. BitTitan will Process Personal Data only:
(a) in a manner consistent with documented instructions from Customer, which will include Processing (i) as authorized or permitted under any BitTitan User Agreement, (ii) as specified in Appendix 2 to this DPA, and (iii) consistent with other reasonable instructions of Customer; and
(b) as required by Data Protection Law, provided that BitTitan will inform Customer (unless prohibited by such Data Protection Law) of the applicable legal requirement before Processing pursuant to such Data Protection Law.
2.2. Confidentiality. BitTitan will ensure that persons authorized by BitTitan to Process any Personal Data are subject to appropriate confidentiality obligations.
2.3. Customer Obligations. Customer will not instruct BitTitan to perform any Processing of Personal Data that violates any Data Protection Law.
2.4. Security. BitTitan will protect Personal Data in accordance with requirements under Data Protection Law. BitTitan will use appropriate technical and organizational measures protect Personal Data that will meet or exceed the requirements specified in Appendix 3 to this DPA. Customer is otherwise obligated to maintain the security of its accounts, credentials, and network connections as set forth in the relevant BitTitan User Agreement.
2.5. Return or Disposal. At the choice of Customer, BitTitan will delete or return (or will enable Customer via the BitTitan Services to delete or retrieve) all Personal Data after the end of the provision of BitTitan Services (unless Data Protection Law requires the storage of such Personal Data by BitTitan).
3. DATA PROCESSING ASSISTANCE
3.1. Data Subject’s Rights Assistance. Taking into account the nature of BitTitan’s Processing of Personal Data, BitTitan will assist Customer in responding to data subject access requests as reasonably necessary through appropriate technical and organizational measures, insofar as this is possible, to assist Customer in the fulfillment of its (or its Client’s, as applicable) obligations to respond to requests for exercising a Data Subject's rights under Chapter III of the GDPR.
3.2. Further Assistance. Taking into account the nature of Processing and the information available to BitTitan, BitTitan will reasonably assist in Customer’s and BitTitan’s efforts to comply with Articles 32 to 36 of the GDPR by facilitating Customer’s exercise of audits pursuant to Section 4 of this DPA. At Customer’s expense, BitTitan will assist Customer or Customer’s Client in performing data protection impact assessments as may be required by relevant Data Protection Law.
3.3. Personal Data Breach Notice and Assistance. BitTitan will notify Customer without undue delay after becoming aware of a Personal Data Breach. BitTitan will provide reasonable assistance to Customer as may be necessary for Customer (or its Clients, as applicable) to satisfy any notification obligations imposed under Data Protection Law in connection with any Personal Data Breach, including by providing notice to Customer regarding: (a) the nature of the Personal Data Breach, including where possible the categories and approximate numbers of affected Data Subjects and Personal Data records concerned; (b) the likely consequences of the Personal Data Breach; and (c) any measures taken or proposed to be taken to address the Personal Data Breach.
At Customer’s expense, BitTitan will allow for and cooperate with audits mandated by Customer and performed by Customer or Customer’s agent for the purpose of verifying BitTitan’s compliance with this DPA and the relevant Data Protection Law. Any such audit will be limited to what is reasonably necessary to verify BitTitan’s compliance with this DPA or relevant Data Protection Law, must occur during BitTitan’s normal business hours, and must otherwise be consistent with the requirements of this Section 4. Customer will only have the right to audit BitTitan once per 12-month period. In connection with any such audit, the auditor will: (a) observe reasonable on-site access and other restrictions reasonably imposed by BitTitan; (b) comply with reasonable and applicable on-site policies and procedures provided by BitTitan; and (c) not unreasonably interfere with BitTitan’s business activities. Customer will provide written communication of any audit findings to BitTitan, and the results of the audit will be the confidential information of BitTitan. Customer will provide no less than forty-five (45) days’ advance notice of its request for any such audit, and will cooperate in good faith with BitTitan to schedule any such audit on a mutually agreed upon date and time (such agreement not to be unreasonably withheld by either party). Customer’s auditor will not be entitled to access information subject to third-party confidentiality obligations.
Customer authorizes BitTitan to use the subcontractors specified in Appendix 2 (if applicable) to Process Personal Data in connection with the provision of BitTitan Services to Customer (“Subprocessor”). BitTitan will provide Customer with notice of any intended changes concerning the addition or replacement of its Subprocessors and provide Customer with the opportunity to object to such changes. If Customer objects to such changes, BitTitan may terminate the Agreement immediately upon notice to Customer. BitTitan will impose data protection obligations upon any Subprocessor that are no less protective than those included in this DPA and will be liable to Customer for any breach of such obligations by such Subprocessor.
6. DATA TRANSFERS
BitTitan will only Process Personal Data within the United States. In connection with its Processing of Personal Data originating from the European Economic Area or Switzerland, BitTitan will provide at least the same level of privacy protection as is required by the EU-U.S. and Swiss-U.S. Privacy Shield Principles. BitTitan will immediately notify Customer if BitTitan determines it can no longer meet its obligations under this Section 6. BitTitan will take reasonable and appropriate steps to stop and remediate, and will cooperate with Customer’s reasonable requests regarding, any unauthorized Processing of Personal Data by BitTitan. Customer and BitTitan may provide a summary or a representative copy of the relevant privacy provisions of this DPA to the U.S. Department of Commerce upon request.
The terms of this DPA will control to the extent there is any conflict between terms of this DPA and the terms of any other agreement with BitTitan. Except as specifically amended and modified by this DPA, the terms and provisions of the any other agreement with BitTitan remain unchanged and in full force and effect. Without limiting the foregoing, the governing law clause, limitation of liability clause, and forum selection clause of any other agreement with BitTitan will apply to any disputes arising out this DPA.
Appendix 1: Definitions
For purposes of this DPA, the following terms will have the meaning ascribed below:
“Client” means a third-party client of Customer, on whose behalf Customer accesses and uses the BitTitan Services.
“Data Protection Law” means any and all privacy, security and data protection laws and regulations that apply to the Processing of Personal Data by BitTitan.
“Data Subject” means an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“GDPR” means the 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 (General Data Protection Regulation).
“Personal Data” means the personal data that relates to a Data Subject that BitTitan Processes on behalf of Customer, which is described in Appendix 2.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
“Process” or “Processing” means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“BitTitan Services” means the services provided by BitTitan.
“BitTitan User Agreement” means one or more of BitTitan’s standard online User Agreements for MigrationWiz, MSPComplete Access, Device Management Agent, or Voleer.
Appendix 2 - Details of Data Processing
The subject matter of the data processing under this DPA is Customer Data, which means all data provided by Customer to BitTitan for the purposes set forth in a BitTitan User Agreement.
Purpose and Nature
The purpose and nature of the data processing under this DPA is the provision of the Services initiated by Customer as described in the relevant BitTitan User Agreement.
As between BitTitan and Customer, the duration of the data processing under this DPA is determined by solely by Customer, provided that BitTitan may need to process certain types of Customer Data beyond the period of time requested by Customer in order to comply with applicable law, including relevant Data Protection Law.
Categories of Data Subjects
The data subjects may include Customer’s customers, employees, suppliers and/or end-users.
The following entities may act as subprocessors under this DPA:
- Microsoft Azure
- Amazon Web Services
Appendix 3 - Data Security Measures
- BitTitan will implement and maintain a comprehensive written information security program (“Information Security Program”), which contains appropriate administrative, technical and organizational safeguards that comply with this Appendix 3 and that are reasonably designed to: (a) ensure the security, integrity, availability, resilience and confidentiality of Personal Data; and (b) prevent any Personal Data Breach; and (c) meet or exceed prevailing industry standards.
- Access Controls. BitTitan will implement measures to: (a) abide by the “principle of least privilege,” pursuant to which access to Personal Data by BitTitan personnel will be strictly on a need-to-know basis; and (b) promptly terminate its personnel’s access to Personal Data when such access is no longer required for performance under the Agreement.
- Account Management. BitTitan will use reasonable measures to manage the creation, use, and deletion of all account credentials used to access the BitTitan’s network, including by requiring unique credentials for each user and by implementing minimum password length and format requirements designed to encourage strong passwords.
- Vulnerability Management. BitTitan will use reasonable measures to: (a) periodically use automated vulnerability scanning tools to scan the BitTitan’s production system for vulnerabilities; and (b) implement patch management and software update tools as made available by the providers of those tools.
- Security Segmentation. BitTitan will use reasonable measures designed to monitor, detect and restrict the flow of information on a multilayered basis using tools such as firewalls, proxies, and network-based intrusion detection systems.
- Data Loss Prevention. BitTitan will use reasonable data loss prevention measures designed to identify, monitor and protect Personal Data in use, in transit and at rest. Such data loss prevention processes and tools will include, where appropriate: (a) automated tools designed to identify attempts of data exfiltration; and (b) use of certificate-based security.
- BitTitan will encrypt, using industry standard encryption tools, all Personal Data that BitTitan: (i) transmits or sends wirelessly or across public networks; (ii) stores on laptops or storage media, and (iii) stores on portable devices or within the BitTitan System.
- BitTitan will, where possible and consistent with the BitTitan Services, use industry standard and commercially reasonable pseudonymization techniques designed to protect Personal Data.
- Software Development. BitTitan represents and warrants that any software used in connection with the Processing of Personal Data is or has been developed using software development practices that include: (a) segregating development and production environments; (b) filtering out potentially malicious character sequences in user inputs; (c) implementing memory management practices; (d) using web application firewalls to address common web application attacks such as cross-site scripting, SQL injection and command injection; (e) testing object code and source code for coding errors and vulnerabilities; (f) testing of web applications for vulnerabilities using web application scanners; and (g) testing software for performance under denial of service and other resource exhaustion attacks.
- Physical Safeguards. BitTitan will maintain physical access controls designed to secure the BitTitan owned physical premises where the relevant BitTitan computing environment used to Process any Personal Data is located, including an access control system that enables BitTitan to control physical access to each BitTitan facility.
- Administrative Safeguards. Prior to providing access to Personal Data to any of its employees, BitTitan will take measures designed to: (a) verify the reliability of such personnel; and (b) provide appropriate security training to such personnel.