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Data Processing Addendum

This Data Processing Addendum (the “Addendum”) applies to the processing of Personal Data by Roots Technologies, Inc. (“Roots”) including, without limitation, Personal Data relating to data subjects located in the European Economic Area, Switzerland or the United Kingdom (“EU Personal Data”) and consumers located in California (“CA Personal Data”). This Addendum supplements the online Enterprise Platform Agreement or other signed agreement entered into between you (“Customer”) and Roots for the provision of Roots’s products and services (the “Services”) to Customer (the “Agreement”) and is incorporated into the Agreement. In the event of a conflict between this Addendum and any other terms in the Agreement, the terms of this Addendum will govern.

Data Controller”, “Data Processor”, “subprocessor“, “Supervisory Authority”, “data subject” and “process” have the meanings given in the relevant Data Protection Requirements (as defined below). “Consumer”, “business”, “sale”, and “service provider” shall have the meaning given in the CCPA (as defined below). “Personal Data” means (a) the personal data (as defined in GDPR) that Customer provides to Roots for the provision of the Services and (b) any other information that Customer provides to Roots for the provision of the Services that constitutes “personal information” under and governed by the CCPA.

As between the parties, with regard to EU Personal Data, Customer is a Data Controller and Roots may be either a Data Processor for a Customer entity located in the EU or a subprocessor with regard to EU Personal Data.

As between the parties, with regard to CA Personal Data, Customer is a business and Roots is a service provider.

Roots reserves the right to modify this Addendum in order to comply with applicable law and regulation.  To the extent that Roots modifies this Addendum in order to ensure such compliance, Roots will provide notice to Customer of the modifications, and Customer’s continued use of the Services will constitute Customer’s agreement to those modifications. Roots may provide that notice in a variety of ways, including, among other things, sending Customer an email, posting a notice on the Service itself, or by posting the revised Addendum on Roots’s website and revising the date at the top of this Addendum. 

1. Nature of Data Processing.
The subject matter of the data processing, including the processing operations carried out by Roots on behalf of Customer and Customer’s data processing instructions for Roots, will be described in the Agreement, this Addendum, and each statement of work, order form, or equivalent document where Customer orders Services from Roots, which form integral parts of the Agreement.

Categories of data subjects: Individuals who may use Roots’s Services as provided to Customer under the Agreement.

Types of Personal Data processed: Personal Data provided by Customer to Roots in connection with the Agreement, including name, surname, email address, other profile information, and content of messages sent by data subjects in connection with the Services under the Agreement.

2. Compliance with Laws.
The parties shall each comply with their respective obligations under all applicable laws, regulations, and other legal requirements relating to (i) privacy, data security, consumer protection, marketing, promotion, and text messaging, email, and other communications; and (ii) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personal Data (“Privacy Laws”), including, without limitation, the California Consumer Privacy Act of 2018 (as amended) (“CCPA”). With regard to EU Personal Data, the parties will comply with each of their respective obligations under the EU Data Protection Directive 95/46/EC (as amended), (the “Directive”), any subordinate legislation and regulation implementing the Directive which may apply (“Local Data Protection Laws”), and, as of 25 May 2018 and thereafter, the European Union Regulation 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 (the “General Data Protection Regulation” or “GDPR”) and any subordinate legislation and regulation implementing the GDPR which may apply (collectively, with Privacy Laws, the “Data Protection Requirements”).

3. Customer Obligations.
Customer shall:

3.1
provide instruction to Roots and determine the purposes and general means of Roots’s processing of Personal Data on behalf of Customer under the Agreement; and

3.2
comply with its personal data protection, data security and other obligations prescribed by Data Protection Requirements for Data Controllers by, without limitation, meeting its obligations under Data Protection Requirements to:

1) establish and maintain a procedure for the exercise of the rights of the individuals whose EU Personal Data Roots processes on behalf of Customer;
2) as required by Data Protection Requirements, provide notice and obtain consent from the individuals whose EU Personal Data Roots processes on behalf of Customer;
3) establish or ensure that another party has established a legal basis for Roots’s processing of Personal Data contemplated by this Addendum;
4) process only data that have been lawfully and validly collected and ensure that such data will be relevant and proportionate to the respective uses;
5) andensure compliance with the provisions of this Addendum by its personnel and by any person accessing or using Personal Data on its behalf.

3.3
By entering into this Addendum, Customer instructs Roots to process Customer Personal Data only in accordance with applicable law: (a) to provide the Services; (b) as authorised by the Agreement, including this Addendum; and (c) as further documented in any other written instructions given by Customer and acknowledged in writing by Roots as constituting instructions for purposes of this Addendum.

4. Roots Obligations.

4.1
Roots, in its capacity as a Data Processor or subprocessor of Personal Data, shall:

1) process Personal Data solely for the purposes of providing the Services as described in the Agreement (which shall encompass the processing authorized by Customer’s instructions), and in compliance with the instructions received from Customer and the Agreement;
2) not sell any CA Personal Data or retain, use or disclose CA Personal Data outside of the direct business relationship between Roots and Customer;
3) inform Customer immediately if, in Roots’s opinion, an instruction from Customer violates applicable Data Protection Requirements;
4) adopt and maintain appropriate security measures including organizational and technical measures (the “Security Measures” as set forth in Attachment 1), designed to ensure a level of security appropriate to the risks presented by processing the Personal Data, taking 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;
5) grant access to Personal Data only to personnel who need such access for the scope of their job duties, and are subject to appropriate confidentiality arrangements;
6) if it intends to engage one or more third parties acting on its behalf (“subprocessor”) to help it to satisfy its obligations in accordance with this Addendum or to delegate all or part of the processing activities to such subprocessors, (i) remain responsible, and liable, to Customer for the subprocessors’ acts and omissions with regard to data protection; and (ii) enter into contractual arrangements with such subprocessors requiring them to provide a substantially similar level of data protection compliance and information security to that provided for herein. Subject to the requirements of this Section 4.1(F), Customer hereby generally authorizes the engagement of subprocessors. Information about subprocessors is available at  https://www.tryroots.io/docs/subprocessors (as may be updated by Roots from time to time). When any new subprocessor is engaged during the term of the Agreement, Roots will notify Customer of the engagement by updating this website.  If Customer objects to such engagement in a written notice to Roots within 15 days of being informed thereof on reasonable grounds relating to the protection of Personal Data, Roots and Customer will work together in good faith to find a mutually acceptable resolution to address such objection. If the parties are unable to reach a mutually acceptable resolution within a reasonable timeframe, Customer may, as its sole and exclusive remedy, terminate the Agreement and cancel the Services by providing written notice to Roots.

4.2
Roots shall inform Customer without delay if Roots becomes aware of:

1) any legally binding request for disclosure of Personal Data by a law enforcement authority, unless otherwise prohibited, such as in order to preserve the confidentiality of an investigation by the law enforcement authorities; or
2) any notice, inquiry or investigation by a Supervisory Authority with respect to Personal Data.

4.3
Roots further agrees to notify Customer of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data in Roots’s possession, custody or control (“Personal Data Breach”) without undue delay and in any event within 72 hours of becoming aware of a Personal Data Breach. Personal Data Breaches do not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.

4.4
Roots shall reasonably assist Customer regarding:

1) any requests from data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Personal Data. In the event that a data subject sends such a request directly to Roots, Roots will direct the data subject to submit such request to Customer directly, and Customer shall be responsible for responding to such requests;
2) the investigation of Personal Data Breaches and the notification to the Supervisory Authority and data subjects in respect of such breaches by providing available details of the Personal Data breaches, including steps Roots has taken to mitigate the potential risks and steps Roots recommends Customer take to address the Information Security Incident; and
3) the preparation of data protection impact assessments and, where applicable, carrying out consultations with any Supervisory Authority.

4.5
If Roots is required by Data Protection Requirements to process any Personal Data other than as set forth in this Addendum, Roots shall inform Customer of this requirement in advance of any processing, unless Roots is legally prohibited from informing Customer of such processing.

5. Audit; Certification.
Customer may audit Roots’s compliance with this Addendum up to once per year and on such other occasions as may be required by Data Protection Requirements. Roots will cooperate with the audit by providing Customer or Customer’s Supervisory Authority with the information and assistance reasonably necessary to conduct the audit. Customer will reimburse Roots for its reasonable expenses incurred to cooperate with such an audit. For the purposes of this section, “Supervisory Authority” has the same meaning as given by Article 28 of the Directive or, from 25 May 2018, Article 51 of the General Data Protection Regulation. The audit must be conducted during regular business hours, subject to an agreed upon audit plan and Roots’s safety, security or other relevant policies, and may not unreasonably interfere with Roots’s business activities. Roots shall not be required to breach any duties of confidentiality in connection with such audit, and Customer may use the audit reports only for the purposes of meeting Customer’s regulatory audit requirements and/or confirming compliance with the requirements of this Addendum.

6. Data Transfers.
Roots is located in the United States and may store and process Personal Data in the United States or anywhere Roots or its Subprocessors maintains facilities. To the extent Slack maintains the Customer’s Slack workspace in the EEA, Switzerland or the United Kingdom, transfers of EU Personal Data from the Customer’s Slack workspace to Roots in the US (or in another country not deemed by the European Commission to have adequate data protection) are governed by the Standard Contractual Clauses for the transfer of EU Personal Data to processors established in third countries in the form set out by European Commission Decision 2010/87/EU (“Standard Contractual Clauses”), the terms of which are hereby incorporated into this Addendum.

6.1
In furtherance of the forgoing, the parties agree that:

1) for purposes of the Standard Contractual Clauses, (a) Customer will act as the data exporter; and (b) Roots will act as the data importer;
2) for purposes of Appendix 1 to the Standard Contractual Clauses, the categories of data subjects, data, special categories of data (if appropriate) and the processing operations shall be as set out in Section 1 to this Addendum (Nature of Data Processing);
3) for purposes of Appendix 2 to the Standard Contractual Clauses, the technical and organizational measures shall be the Security Measures;
4) upon data exporter’s request under the Standard Contractual Clauses, data importer will provide the copies of the subprocessor agreements that must be sent by the data importer to the data exporter pursuant to Clause 5(j) of the Standard Contractual Clauses, and that data importer may remove or redact all commercial information or clauses unrelated to the Standard Contractual Clauses or their equivalent beforehand;
5) the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be performed in accordance with Section 5 of this Addendum (Audit; Certification) and satisfy the parties’ rights and obligations under the Standard Contractual Clauses;
6) Customer agrees that the provisions of Section 4.3 of this Addendum satisfy the requirements under the Standard Contractual Clauses between Customer and Roots under Clause 5(d)(ii);
7) Customer’s authorizations in Section 4.1(F) of this Addendum constitute Customer’s prior written consent to the subcontracting by Roots of the processing of EU Personal Data if such consent is required under Clauses 5(h) and 11(1) of the Standard Contractual Clauses; and
8) certification of deletion of EU Personal Data in Clause 12(1) of the Standard Contractual Clauses shall be provided upon Customer’s request.

6.2
Notwithstanding the foregoing, the Standard Contractual Clauses (or obligations the same as those under the Standard Contractual Clauses) will not apply to the extent an alternative recognized compliance standard for the lawful transfer of EU Personal Data outside the EEA (e.g., binding corporate rules) applies to the transfer.

7. Analytics.
Customer acknowledges and agrees that Roots may create and derive from processing under the Agreement anonymized and/or aggregated data that does not identify Customer or any natural person, and use, publicize or share with third parties such data to improve Roots’s products and services and for its other lawful business purposes.

8. Term.
This Addendum shall remain in effect as long as Roots carries out Personal Data processing operations on behalf of Customer or until the termination of the Agreement and all associated order forms (and all Personal Data has been returned or deleted in accordance with section 9 below).

9. Data Return and Deletion.
The parties agree that upon the expiration or termination of the Agreement, Roots shall securely destroy all Personal Data and, at the request of Customer, certify that it has taken such measures, unless applicable laws prevent Roots from returning or destroying all or part of the Personal Data disclosed. In such case, Roots agrees to preserve the confidentiality of the Personal Data retained by it and that it will only actively process such Personal Data after such date in order to comply with the laws it is subject to.

10. Liability.
The total combined liability of either party towards the other party, whether in contract, tort or any other theory of liability, under or in connection with this Addendum and the Standard Contractual Clauses (if entered into as described in Section 6 of this Addendum) combined will be limited to the liability limitations or other liability caps agreed to by the parties in the Agreement.

Notwithstanding the foregoing, nothing in this Section 10 will affect any party’s liability to data subjects under the third-party beneficiary provisions of the Standard Contractual Clauses to the extent the limitation of such rights is prohibited by Privacy Laws or Local Data Protection Laws, where applicable.

Attachment 1
Security Measures

Roots may update the Security Measures from time to time, provided the updated measures do not decrease the overall protection of Personal Data.
1) Organizational management and staff responsible for the development, implementation and maintenance of the Roots’s information security program.
2) Audit and risk assessment procedures for the purposes of periodic review and assessment of risks to Roots’s organization, monitoring and maintaining compliance with the Roots’s policies and procedures, and reporting the condition of its information security and compliance to internal senior management.
3) Data security controls which include, at a minimum, logical segregation of data, restricted (e.g. role-based) access and monitoring, and utilization of commercially available industry standard encryption technologies for Personal Data that is transmitted over public networks (i.e. the Internet) or when transmitted wirelessly or at rest or stored on portable or removable media (i.e. laptop computers, CD/DVD, USB drives, back-up tapes).
4) Logical access controls designed to manage electronic access to data and system functionality based on authority levels and job functions, (e.g. granting access on a need-to-know and least privilege basis, use of unique IDs and passwords for all users, periodic review and revoking/changing access promptly when employment terminates or changes in job functions occur).
5) Password controls designed to manage and control password strength, expiration and usage including prohibiting users from sharing passwords and requiring that the Roots’s passwords that are assigned to its employees have defined complexity.
6) System audit or event logging and related monitoring procedures to proactively record user access and system activity.
7) Change management procedures and tracking mechanisms designed to test, approve and monitor all material changes to the Roots’s technology and information assets.
8) Incident management procedures designed to allow Roots to investigate, respond to, and mitigate events related to the Roots’s technology and information assets.
9) Disaster recovery procedures designed to maintain service and/or recover from foreseeable emergencies or disasters.