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Data Processing Addendum



This Data Processing Addendum (“DPA”) is entered into by and between Sumo Logic, Inc. (“Sumo Logic”) and Customer. This DPA amends the terms and forms part of the Master Service Agreement or other agreement between Customer and Sumo Logic governing the access to and use of Services (collectively, the “Master Agreement”).

1. DEFINITIONS AND BACKGROUND

1.1 Definitions. Capitalized terms used but not defined below or in Attachment 1 (Definitions) to this DPA will have the meanings set forth in the Master Agreement.

1.2 Background. Customer and Sumo Logic (each, a “Party” and collectively, the “Parties”) acknowledge that Customer may be using the Services to Process Personal Data on behalf of itself, in which case Sumo Logic will be a processor and Customer will be a controller under this DPA, or Customer may be using the Services to Process Personal Data as a processor on behalf of its customers, in which case Sumo Logic will be a sub-processor to Customer (and such customers will remain the controller).

1.3 Effectiveness. This DPA will be effective as of the effective date of the Master Agreement. If the Customer makes any deletions or revisions to this DPA, then this DPA is null and void. This DPA will terminate automatically upon termination of the Master Agreement or as earlier terminated pursuant to the terms of this DPA. Notwithstanding the foregoing, Sumo Logic will continue to secure Personal Data in accordance with the terms in this DPA for so long as Sumo Logic has access to such Personal Data.

2. DATA PROCESSING AND PROTECTION

2.1 Limitations on Use. Sumo Logic will Process Personal Data only: (a) in a manner consistent with documented instructions as specified under Section 2.2 (Instructions), including with regard to transfers of Personal Data to a third country; and (b) as required by Data Protection Law, provided that Sumo Logic will inform Customer (unless prohibited by such Data Protection Law) of the applicable legal requirement before Processing pursuant to such Data Protection Law (as further detailed in Section 2.3 (Confidentiality)).

2.2 Instructions. Customer instructs Sumo Logic to Process Personal Data to provide the Services and as otherwise authorized or permitted under the Agreement, including as specified in Attachment 2 (Scope of Processing). This DPA and the Master Agreement (including the instructions via configuration tools such as the Sumo Logic portal made available by Sumo Logic for the Services) constitute Customer’s documented instructions regarding Sumo Logic’s Processing of Personal Data. Additional instructions provided by Customer (if any) require prior written agreement by Customer and Sumo Logic, including agreement on any additional fees to carry out such instructions. Customer will not instruct Sumo Logic to perform any Processing of Personal Data that violates any Data Protection Law. Sumo Logic may suspend Processing based upon any Customer instructions that Sumo Logic reasonably suspects violate Data Protection Law. Sumo Logic will promptly inform Customer if, in Sumo Logic’s opinion, an instruction infringes Data Protection Law. Without limiting the instructions under this Section 2.2, Sumo Logic will not retain, use, or disclose the Personal Data provided under the Master Agreement for any purpose other than for the specific purpose of performing the Services, including retaining, using, or disclosing the Personal Data for a commercial purpose other than providing the Services, and will not sell the Personal Data.

2.3 Confidentiality. Sumo Logic will ensure that persons authorized by Sumo Logic to Process any Personal Data are subject to appropriate confidentiality obligations.

2.4 Security. Sumo Logic will implement and maintain appropriate technical and organizational measures designed to protect Personal Data against unauthorized or unlawful Processing and against accidental loss, destruction, damage, theft, alteration or disclosure in accordance with Attachment 3 (Data Security Exhibit). Sumo Logic may amend the technical and organizational measures, provided the new measures do not fall short of the level of security provided by the specified measures.

2.5 Disposal. At the choice of Customer, Sumo Logic will (or will enable Customer via the Services to) delete (and will delete existing copies of) all Personal Data after the end of the provision of Services (unless Data Protection Law requires the storage of such Personal Data by Sumo Logic).

2.6 Customer Controls. Customer will delete Personal Data not required for its use of the Services before ingestion via the Services. The Services provide Customer with a number of controls that Customer may exercise with respect to its Personal Data. Customer shall use these controls as technical and organizational measures to assist it in connection with obligations under Data Protection Law. Customer is responsible for determining and implementing measures to allow Customer to backup and archive appropriately in order to restore availability and access to Personal Data in a timely manner in the event of a physical or technical incident by having a secondary copy of logs. For instance, Customer may, prior to data ingestion, configure the Services to forward a copy of all Customer Data (in standard Sumo Logic format) to one of their AWS S3 buckets (“Data Forwarding”). This feature will not work retroactively and must be configured prior to data ingestion. If Customer chooses to utilize Data Forwarding, then Customer must (a) purchase and maintain an AWS S3 Bucket; and (b) provide the credentials to the AWS S3 bucket to Services prior to the uploading of Customer log data.

3. DATA PROCESSING ASSISTANCE

3.1 Data Subject Rights Assistance. Sumo Logic will, to the extent permitted by Data Protection Law, notify Customer without undue delay if Sumo Logic receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure, data portability, object to the Processing, its right not to be subject to an automated individual decision making or other Data Subject rights under Data Protection Law, each such request being a “Data Subject Request”. To the extent Customer, in its use of the Services, does not have the ability to address the Data Subject Request, Sumo Logic will, upon Customer’s request, provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent the response to such Data Subject Request is required under Data Protection Law.

3.2 Security Assistance. Taking into account the nature of Processing and the information available to Sumo Logic, Sumo Logic will provide commercially reasonable efforts to assist Customer in ensuring compliance with the obligations pursuant to Article 32 of the GDPR by providing the information and assistance described in Section 4 (Audits).

3.3 Security Incident Notice and Assistance. Sumo Logic will notify Customer without undue delay after confirming a Security Incident. Sumo Logic will further take commercially reasonable steps to mitigate the effects and minimize any impact from the Security Incident. Taking into account the nature of Processing and the information available to Sumo Logic, Sumo Logic will assist Customer in ensuring compliance with the applicable controller’s notification obligations imposed under Data Protection Law in connection with any Security Incident, including assistance necessary to facilitate the applicable controller’s compliance with Articles 33 and 34 of the GDPR. Customer acknowledges that an unsuccessful Security Incident will not be subject to this Section 3.3 (Security Incident Notice and Assistance). An unsuccessful Security Incident is one that results in no unauthorized access to Personal Data and may include, without limitation, pings and other broadcast attacks on firewalls or edge networks, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents. Notifications of Security Incidents will be delivered to one or more of Customer’s administrators. It is the Customer’s sole responsibility to maintain accurate contact information on the Sumo Logic portal and to use secure transmission at all times.

3.4 Data Processing Impact Assessment (“DPIA”) Assistance. Taking into account the nature of Processing and the information available to Sumo Logic, Sumo Logic will provide commercially reasonable efforts to assist Customer in ensuring compliance with the obligations pursuant to Articles 35 and 36 of the GDPR related to DPIAs.

4. AUDITS

4.1 General Assistance. Subject to Section 4.3 (Customer Audits), Sumo Logic will make available to Customer information necessary to demonstrate compliance with its obligations in this DPA. Any such information or results of audits will be deemed the confidential information of Sumo Logic under the Master Agreement.

4.2 Sumo Logic Reports. Sumo Logic procures independent audits by third parties to assess Sumo Logic’s adherence to the following standards or requirements: (a) SOC 2 Type II (or reports or other documentation describing the controls implemented by Sumo Logic that replace or are substantially equivalent to SOC 2 Type II); (b) ISO 27001 (or certifications or other documentation evidencing compliance with such alternative standards as are substantially equivalent to ISO 27001); and (c) PCI DSS Service Provider Level 1 (or certifications or other documentation evidencing compliance with such alternative standards as are substantially equivalent to PCI DSS) (collectively, “Reports”). Subject to the confidentiality obligations set forth in the Master Agreement, Sumo Logic will provide Customer with a copy of Sumo Logic’s then-current summary of such audit reports or certifications as reasonably requested. If the Master Agreement does not include a provision protecting Sumo Logic’s confidential information, then the Reports will be made available to Customer subject to a mutually agreed upon non-disclosure agreement covering the Reports.

4.3 Customer Audits. Customer will only request additional information or an on-site audit of Sumo Logic to the extent information provided by Sumo Logic (including under Section 4.2 (Sumo Logic Reports)) is not reasonably sufficient to enable Customer to evaluate Sumo Logic’s compliance with this DPA. Customer can exercise any right it may have to conduct an audit by instructing Sumo Logic to carry out the audit described in Section 4.2 (Sumo Logic Reports). If Customer wishes to modify this instruction regarding the audit, then Customer has the right to request a modification by sending Sumo Logic written notice. Customer will provide written communication of any audit findings to Sumo Logic. The scope of the audit shall not require Sumo Logic to disclose to Customer (or its authorized representatives): (i) any data or information of any other Sumo Logic customer; (ii) any Sumo Logic internal accounting or financial information; (iii) any Sumo Logic trade secret; (iv) any information that, in Sumo Logic’s reasonable opinion, could compromise the security of the systems or premises; or cause Sumo Logic to breach its obligations under Data Protection Law or security, confidentiality, or privacy obligations to another customer or other third party; or (v) any information that Customer seeks to access for any reason other than the good faith fulfillment of Customer obligations under the Data Protection Law and Sumo Logic’s compliance with the terms of this DPA. Sumo Logic reserves the right to suspend or terminate an audit in the event of a breach of this Section 4.3 (Customer Audits).

5. SUBPROCESSORS

5.1 Appointment of Subprocessors. Customer authorizes Sumo Logic to use subcontractors to Process Personal Data in connection with the provision of Services (each, a “Subprocessor”). Customer specifically consents to Sumo Logic’s appointment of the Sumo Logic applicable affiliates and third party Subprocessors listed at: https://www.sumologic.com/security/platform-security/subprocessors/ (or its successor site).

5.2 Objection Right for New Subprocessors.

  1. Sumo Logic may update the list of approved Subprocessors, at which point Customer may object to Sumo Logic’s use of a new Subprocessor within 10 days of receiving such notice if Customer reasonably determines that such Subprocessor is unable to Process Personal Data in accordance with the terms of this DPA (“Objection Notice”), by sending an e-mail to privacy@sumologic.com clearly indicating its desire to object to any such change. To receive notice of updates to the list of Subprocessors, Customer must subscribe via the update mechanism outlined in Sec. 5.1.
  2. If Customer objects to the change in Subprocessors in accordance with Section 5.1 (Appointment of Subprocessors), Sumo Logic and Customer will cooperate in good faith to consider whether any accommodation may be available and whether any such accommodation may require payment of additional fees or expenses. If the parties do not agree on any proposed accommodation within 30 days of Sumo Logic’s receipt of Customer’s objection (“Accommodation Deadline”), then Customer may terminate the applicable Order Form(s) only with respect to those Services that Sumo Logic indicates cannot be provided without such change. Customer must exercise this right of termination within 14 days of the Accommodation Deadline or it will waive such right of termination and will be deemed to have rescinded its objection to such change. If Customer exercises its termination rights, then, as Customer’s sole and exclusive remedy, Sumo Logic will refund Customer on a pro-rated basis any unused prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination.

5.3 Liability. Sumo Logic will impose data protection obligations upon any Subprocessor that are no less protective than those included in this DPA. Sumo Logic will remain liable for any breach of such obligations by its Subprocessors.

6. DATA TRANSFERS

The transfer of EEA, UK, and Swiss residents’ Personal Data outside of the EEA (“Data Transfer”) will be subject to a data protection regime pursuant to Chapter V GDPR, with Sumo Logic utilizing at the very least Standard Contractual Clauses.

6.1 New Standard Contractual Clauses. Where EEA or Swiss residents’ Personal Data is transferred, Customer will notify Sumo Logic and any such transfer will be conducted pursuant to the New Standard Contractual Clauses attached as Attachment 4 and such clauses will be deemed executed by the Parties as of the effective date of this DPA. Any audits required under those clauses will be conducted pursuant to Section 4.3 (Customer Audits) of this DPA.

6.2 Transfers Subject to Swiss Data Protection Law. If any Personal Data subject to the Federal Act on Data Protection of 19 June 1992 (the “FADP”) is transferred out of Switzerland, the parties will conduct such transfer pursuant to Section 6.1. The New Standard Contractual Clauses for such transfers will include the following provisions:

  1. The competent supervisory authority in Annex I.C under Clause 13 shall be the Federal Data Protection and Information Commissioner insofar as the data transfer is governed by the FADP;

  2. References to a “Member State” and “EU Member State” will not be read to prevent data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland); and

  3. Until the revised FADP enters into force, the New Standard Contractual Clauses will also protect the data of legal entities in Switzerland.

6.3 Transfers Subject to the UK GDPR. If any Personal Data subject to the UK GDPR is transferred out of the UK, any such transfer will be pursuant to the Old Standard Contractual Clauses (which will be deemed executed by the Parties as of the effective date of this DPA), incorporated herein by reference, until such time as the New Standard Contractual clauses are approved for use in the UK by a competent governmental authority, and upon such approval, the Parties will conduct such transfers pursuant to Section 6.1. If such competent governmental authority requires additional documentation to effectuate such transfers from the UK, then the parties will work together in good faith to execute such other documentation. For transfers subject to the Old Standard Contractual Clauses the following conditions will apply: (a) The Parties will be identified as the “data exporter” and “data importer” throughout such clauses depending on their processing actions; (b) details in Attachment 2 (Scope of Processing) of this DPA will be used to complete Appendix 1 of those clauses; (c) details of Attachment 3 (Data Security Exhibit) of this DPA will be used to complete Appendix 2 of those clauses; and (d) any audits required under those clauses will be conducted pursuant to Section 4.3 (Customer Audits).

6.4 Supplementary Measures. The following additional safeguards will be added as a new supplementary annex of the Standard Contractual Clauses where they apply:

  1. Data Exporter represents and warrants that, to the best of its knowledge, the personal data it transfers under the Standard Contractual Clauses does not include any data that would be subject to access requests under Section 702 of the U.S. Foreign Intelligence Surveillance;

  2. Data Importer will use reasonable measures to encrypt personal data transferred to it pursuant to the Standard Contractual Clauses during transmission; and

  3. If Data Importer receives a request for any such personal data from any government or law enforcement authority, it will make commercially reasonable efforts to assert available defenses against making the disclosure and will minimize the scope of any legally required disclosure to only that which is reasonably necessary to meet the disclosure obligation.

7. AUTHORIZED AFFILIATES

By executing this DPA, Customer enters into this DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Sumo Logic and each such Authorized Affiliate subject to the provisions of the Master Agreement and this Section 7 (Authorized Affiliates) and Section 8 (Limitation of Liability). Each Authorized Affiliate will be bound by the obligations under this DPA and, to the extent applicable, the Master Agreement. For clarity, an Authorized Affiliate is not and does not become a party to the Master Agreement, and is only a party to the DPA. All access to and use of the Services and Customer Data by Authorized Affiliates must comply with the terms and conditions of the Master Agreement, and any violation of the terms and conditions of the Master Agreement by an Authorized Affiliate will be deemed a violation by Customer.

The Customer that is the contracting party to the Master Agreement will remain responsible for coordinating all communications with Sumo Logic under this DPA, and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

Where an Authorized Affiliate becomes a party to the DPA with Sumo Logic, it will to the extent required under Data Protection Laws be entitled to exercise its rights and seek remedies under this DPA, subject to the following:

  1. Except where Data Protection Law requires the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Sumo Logic directly by itself, (i) solely the Customer that is the contracting party to the Agreement will exercise any right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Customer that is the contracting party to the Master Agreement will exercise any such rights under this DPA (not separately for each Authorized Affiliate individually but) in a combined matter for itself and all of its Authorized Affiliates together.

  2. For example, the Customer that is the contracting party to the Agreement will, when requesting an audit of the procedures relevant to the protection of Personal Data, take all reasonable measures to limit impact on Sumo Logic and its Subprocessors by combining, to the extent reasonably possible, several audit requests carried out on behalf of itself and all of its Authorized Affiliates into one single audit.

8. LIMITATION OF LIABILITY

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Sumo Logic, whether in contract, tort, or under any other theory of liability, is subject to the “Limitation of Liability” section of the Master Agreement and other relevant provisions, and any reference to such section to the liability of a party means the aggregate liability of that party and all of its affiliates (including Authorized Affiliates) under the Master Agreement and all DPAs together. Nothing in this Section 8 is intended to restrict the rights of data subjects under Data Protection Law.

9. MISCELLANEOUS

Customer will pay any such fees and expenses in accordance with the payment terms of the Master Agreement. The terms of this DPA will control to the extent there is any conflict between terms of this DPA and the terms of the Master Agreement. To the extent there is any conflict between the terms of this DPA and applicable Standard Contractual Clauses, the Standard Contractual Clauses will control. Except as specifically amended and modified by this DPA, the terms and provisions of the Master Agreement remain unchanged and in full force and effect. Without limiting the foregoing, the governing law clause and forum selection clause of the Master Agreement will apply to any disputes arising out of this DPA. Except as otherwise expressly provided herein, no supplement, modification or amendment of this DPA will be binding, unless executed in writing by a duly authorized representative of each party to this DPA. This DPA may be executed in several counterparts (including delivery via facsimile or electronic mail), each of which will be deemed to be an original but all of which together will constitute one and the same instrument.


Attachment 1: Definitions

For purposes of this DPA, the following terms will have the meaning ascribed below:

“Authorized Affiliate” means any direct or indirect, current or future subsidiary of a Customer that is controlled by Customer. The term “control” as used herein shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership of securities, by contract or otherwise.

Data Protection Law” means European Directives 2002/58/EC, GDPR, UK GDPR, U.S. state and federal privacy laws, and any legislation or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates such legislation or regulation, as well as, internationally, applicable law.

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). For purposes of data relating to individuals in the UK, references to GDPR will be interpreted to refer to the UK GDPR.

New Standard Contractual Clauses” means Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (Text with EEA relevance), as may be replaced or superseded by the European Commission.

Old Standard Contractual Clauses” means Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (notified under document C(2010) 593 (Text with EEA relevance) 2010/87/EU).

Personal Data” means any data that Sumo Logic Processes on behalf of Customer via the Services that is deemed “personal data,” or “personal information” (or analogous variations of such terms) under GDPR or other Data Protection Law.

Security Incident” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, any unauthorized use or disclosure of, or access to, Personal Data.

Process” 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, extending further to such operation or operations under Data Protection Law.

Services” means the services provided by Sumo Logic pursuant to the Master Agreement.

Standard Contractual Clauses” means, as applicable, the New Standard Contractual Clauses or the Old Standard Contractual Clauses.

UK GDPR” means the incorporation of the GDPR into UK law by the Data Protection Act of 2018 and by the Data Protection Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (each as amended, superseded, or replaced).


Attachment 2 - Scope of Processing

(also Appendix 1 to the Old Standard Contractual Clauses)

Data exporter

Customer

Data importer

Sumo Logic

Subject-Matter and Duration of Processing

Sumo Logic Processes Personal Data if and when provided by Customer in the course of providing the Services in accordance with the Agreement and until the Agreement terminates or expires.

Nature and Purpose of Processing

Processing of Personal Data in connection with and for the purpose of Sumo Logic providing the Services to Customer pursuant to the Agreement. Specifically, the Personal Data will, if and to the extent Customer provides it, be subject to the following baseline Processing activities

Types of Personal Data

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion. This may include, but is not limited to the following categories of data:

  • Direct identifying information (e.g., name, email address, telephone)

  • Indirect identifying information (e.g., gender, date of birth)

  • Device identification data and traffic data (e.g., IP addresses, MAC addresses, web logs)

  • Any other personal data supplied by users

Categories of Data Subjects

The data subjects will include Customer’s suppliers and end-users.

Special Categories of Data (as applicable)

The Services are not designed for special categories of Personal Data. Sumo Logic does not anticipate that Customer will submit special categories to the Services. To the extent that such data is submitted to the Services, it is determined and controlled by Customer in its sole discretion.

Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c)

The technical and organizational security measures implemented by the data importer are as described in Attachment 3 of the DPA (Data Security Exhibit).


Attachment 3 - Data Security Exhibit

  1. Purpose. This Data Security Exhibit sets forth the information security program and infrastructure policies that Sumo Logic will meet and maintain in order to help protect Customer Data from unauthorized use, access or disclosure, during the Term of the Agreement.

  2. Information Security Management Program. Sumo Logic will maintain throughout the Term of the Agreement an information security management program (the “ISMP”) designed to protect and secure Customer Data from unauthorized access or use. The ISMP will be documented and updated based on changes in applicable legal and regulatory requirements related to privacy and data security practices as well as our industry standards.

  3. Standards. Sumo Logic incorporates commercially reasonable and appropriate methods and safeguards designed to protect the security, confidentiality, and availability of Customer Data which may contain Personal Data. Sumo Logic will, at a minimum, adhere to applicable information security practices as identified in International Organization for Standardization 27001 (ISO/IEC 27001) (or certifications or other documentation evidencing compliance with such alternative standards as are substantially equivalent to ISO 27001) or other authoritative sources (e.g. SOC2).

  4. Independent Assessments. On an annual basis, Sumo Logic has an independent third-party organization conduct an independent assessment consisting of a Report on Controls at a Service Organization Relevant to Security, Availability, Processing, Integrity, Confidentiality and/or Privacy (SOC2 Type II) or such other assessment at its sole discretion (e.g. ISO 27001 Certificate). Additionally, Sumo Logic undergoes regular penetration testing from independent third parties at least on an annual basis.

  5. Information Security Policies. Sumo Logic will implement and maintain internal information security and privacy policies that address the roles and responsibilities of Sumo Logic ’s personnel, including both technical and non-technical personnel, who have direct or indirect access to Customer Data in connection with providing the Services. All Sumo Logic personnel with access to Customer Data will receive annual training on Sumo Logic ’s ISMP.

  6. Information Security Infrastructure.
    1. Access Controls. Sumo Logic will implement and maintain, throughout the Term and at all times while Sumo Logic has access to or possession of Customer Data, reasonable access controls (physical, technical, and administrative) that are designed to protect Customer Data. Sumo Logic shall maintain such access controls in accordance with Sumo Logic ’s policies and procedures.

    2. Encryption. Sumo Logic will implement measures designed to encrypt Customer Data (i) at rest within the Services at a minimum AES algorithm with a default value of 256-bit strength; and (ii) in transit using TLS 1.2 encryption or stronger.

    3. Network and Host Security. Sumo Logic has network intrusion detection and firewalls in place. Sumo Logic uses reasonable efforts designed to ensure that the Services’ operating systems and applications that are associated with Customer Data are patched or secured to mitigate the impact of security vulnerabilities in accordance with Sumo Logic ’s patch management processes.

    4. Data Management. Sumo Logic has reasonable information security infrastructure controls in place for Customer Data obtained, transported, and retained by Sumo Logic for the provision of the Services.

  7. Business Continuity. Sumo Logic will maintain a business continuity plan, which is designed to ensure Sumo Logic will be able to continue to provide the Services in accordance with the Agreement in the event of a disaster or other significant event that might otherwise impact Sumo Logic’s operations.

Notwithstanding the foregoing, Customer understands and acknowledges that Customer will be solely responsible for implementing and maintaining access and security controls on its own systems.


Attachment 4 - NEW STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

  1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.
  2. The Parties:

    1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
    2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

      have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

  3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

  1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
  2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    2. Clause 8 – Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);
    3. Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
    4. Clause 12 – Modules Two and Three: Clause 12(a), (d) and (f);
    5. Clause 13;
    6. Clause 15.1(c), (d) and (e);
    7. Clause 16(e);
    8. Clause 18 – Modules Two and Three: Clause 18(a) and (b).
  2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

  1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7

Docking clause

  1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
  2. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
  3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

MODULE TWO: Transfer controller to processor

8.1 Instructions

  1. The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
  2. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

  1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
  2. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

  1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
  2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
  3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
  4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

  1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
  2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
  3. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
  4. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
  5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

MODULE THREE: Transfer processor to processor

8.1 Instructions

  1. The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.
  2. The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.
  3. The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.
  4. The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to rectify or erase the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

  1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
  2. The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

  1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
  2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;
  3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
  4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

  1. The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.
  2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the controller.
  3. The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.
  4. The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.
  5. Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.
  6. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
  7. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

MODULE TWO: Transfer controller to processor

  1. GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 10 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
  2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
  3. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
  4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
  5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

MODULE THREE: Transfer processor to processor

  1. GENERAL WRITTEN AUTHORISATION The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least 10 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).
  2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (9) The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
  3. The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
  4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
  5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

MODULE TWO: Transfer controller to processor

  1. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
  2. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

MODULE THREE: Transfer processor to processor

  1. The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.
  2. The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

Clause 11

Redress

  1. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
  2. MODULE TWO: Transfer controller to processor

    MODULE THREE: Transfer processor to processor

  3. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
  4. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
    1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
    2. refer the dispute to the competent courts within the meaning of Clause 18.
  5. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
  6. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  7. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

  1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
  2. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
  3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
  4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
  5. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
  6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
  7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

  1. Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

    Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

    Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

  2. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

  1. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
  2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

    1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
    2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
    3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
  3. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
  4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
  5. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). For Module Three: The data exporter shall forward the notification to the controller.
  6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation, for Module Three, if appropriate in consultation with the controller. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by, for Module Three, the controller or in general the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

15.1 Notification

  1. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
    1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
    2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

    For Module Three: The data exporter shall forward the notification to the controller.

  2. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
  3. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). For Module Three: The data exporter shall forward the notification to the controller.
  4. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
  5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

  1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
  2. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. For Module Three: The data exporter shall make the assessment available to the controller.
  3. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

  1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
  2. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
  3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
    1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
    2. the data importer is in substantial or persistent breach of these Clauses; or
    3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

    In these cases, it shall inform the competent supervisory authority [for Module Three: and the controller] of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

  4. For Modules Two and Three: Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data.

    The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

  5. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Italy.

Clause 18

Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  2. The Parties agree that those shall be the courts of Italy.
  3. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
  4. The Parties agree to submit themselves to the jurisdiction of such courts.


APPENDIX

ANNEX I

A. LIST OF PARTIES

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor


Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

  1. Name: Customer identified in the Master Agreement

    Address: Customer address identified in the Master Agreement

    Contact person’s name, position and contact details: Contact person identified in the Master Agreement

    Activities relevant to the data transferred under these Clauses: Obtaining Cloud-Native Intelligence Services for Data Exporter’s Operations, Business, or Security, as applicable.

    Signature and date: Dated as of the effective date of the Master Agreement

    Role (controller/processor): controller or processor, as applicable based on the Master Agreement or Order Form

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

  1. Name: Sumo Logic, Inc.

    Address: 305 Main Street, Redwood City, CA 94063

    Contact person’s name, position and contact details: Jennifer McCord, VP Finance & Chief Accounting Officer, jmccord@sumologic.com

    Activities relevant to the data transferred under these Clauses: Delivering Cloud-Native Intelligence Services for Data Exporter’s Operations, Business, or Security, as applicable

    Signature and date: Dated as of the effective date of the Master Agreement

    Role (processor/sub-processor): processor or sub-processor, as applicable based on the Master Agreement or Order Form

B. DESCRIPTION OF TRANSFER

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

Categories of data subjects whose personal data is transferred

Data exporter’s end users, if applicable

Categories of personal data transferred

Information regarding data exporter’s end users provided at the discretion of data exporter and without any insight or direction from data importer. Data exporter agrees that it will not provide to data importer any personal data considered sensitive or a special category of data under applicable laws in an unencrypted format.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

If applicable based on the Master Agreement or Order Form: Information regarding data exporter’s end users provided at the discretion of data exporter and without any insight or direction from data importer. Data exporter agrees that it will not provide to data importer any personal data considered sensitive or a special category of data under applicable laws in an unencrypted format.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

As indicated in the Master Agreement or Order Form.

Nature of the processing

Sumo Logic provides a cloud-based log, metrics and events management and analytics Software-as-a-Service (SaaS). A high-level depiction of the service is as follows: collect, process/analyze, inform. The service includes the following service components and features that may be chosen by Sumo Logic’s Customer:

Elastic Processing – Sumo Logic’s patented ELP engine scales each service component independently to meet each customer’s compute, storage, and processing requirements on demand. ELP’s absolute scalability supports a real-time indexing engine designed specifically for big data-scale volumes. 


Managed Collection – Sumo Logic decouples the collection of log/metrics/events from data parsing and analysis, both of which are done inside the Sumo Logic service. Collectors and log sources are monitored by the service and collectors are automatically updated, eliminating the need for individual upgrades. 


Managed Retention – Sumo Logic retains all log data in a highly secure, reliable repository to eliminate the need for data archiving, backups and restores, and redundancy strategies. 


Real-Time Forensics – the Real-Time Forensics engine delivers search results from terabytes of log data uncovering actionable insights about new events occurring throughout the company’s infrastructure. 


Log Reduce – Sumo Logic’s unique Log Reduce log reduction technology boils hundreds of thousands of log lines into a smaller number of digestible patterns that enable operations and security professionals to get to insights in seconds and find important system, application, and user behaviors that would otherwise remain buried under gigabytes of logs. 
Customers purchase hosted log storage in units of storage/day (e.g. terabyte-days). Log files are streamed from customer end-points to the hosted service via the transport layer security (TLS) encryption protocol. Customers then have the ability to view and analyze log data via the service portal

Security Orchestration Automated Response - Cloud SOAR connects disparate tools to fully automate incident response and leave time-consuming, manual tasks behind. Playbooks highlight appropriate courses of action, reducing the time needed to remediate incidents. Automate your incident response with our adaptive SOAR solution to boost the efficiency of the entire team. A heartbeat is sent periodically to a Sumo Logic service which has the installation ID, IP address and number of nodes in the system for licence enforcement.

OSS Observability - Agents as collectors of metrics and events data send them over a TLS encrypted connection to a backend which transforms the data for storage into any system selected by the customer. All data is transmitted using TLS encryption. The backend is owned and operated by the Customer on-premise. A heartbeat is sent periodically to a Tessen service which has the installation ID, IP address and number of nodes in the system for licence enforcement.

Security Information and Event Management - Cloud SIEM connects to various security relevant data sources to collect, normalize and detect security incidents in near realtime to reduce false positives and the amount of investigation required by a SOC Analyst. Data could be from a sensor deployed into a network, 3rd party security products via an API or any of a number of log sources. The detected incidents are presented as signals or Insights which are groupings of signals that together indicate a significant event that requires investigation. This aggregation of signals reduces the number of false positives and number of incidents that require manual investigation, thus boosting the efficiency of the SOC team.

Purpose(s) of the data transfer and further processing

To provide the Services under the Master Agreement.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

For the duration of the Master Agreement and for any additional time as determined by data exporter or longer if required by applicable law.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

Customer Data is transferred to sub-processors to provide the Services under the Master Agreement for the duration of the Master Agreement and for any additional time as determined by data exporter or longer if required by applicable law.

C. COMPETENT SUPERVISORY AUTHORITY

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

Identify the competent supervisory authority/ies in accordance with Clause 13

Garante per la protezione dei dati personali (Italian Data Protection Authority)

Piazza Venezia 11 - 00187 Roma (Italy)

+39 06.696771

protocollo@gpdp.it

protocollo@pec.gpdp.it


ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter

For a description of the technical and organisational measures implemented by the data importer, see Attachment 3 - Data Security Exhibit of the Data Processing Addendum.


ANNEX III

LIST OF SUB-PROCESSORS

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor to processor

Amazon Web Services, Inc.

Zendesk, Inc.

Current list of Sumo Logic companies that are subprocessors is available at https://www.sumologic.com/security/platform-security/subprocessors/