The Seagate contracting party identified in your Lyve Services agreement (“Seagate”) and you (“Company”) (each a “party” and collectively the “parties”) have entered into a Lyve Services agreement (the “Agreement”) under which Seagate may Process Company Personal Information (as defined below) in furtherance of providing certain services to the Company (“Services”). This Data Privacy Agreement, including all schedules and exhibits attached hereto (this “DPA”), governs Seagate’s Processing of Company Personal Information and shall form part of and be incorporated by reference into the Agreement and takes effect on the date of execution of the same (“Effective Date”).
The parties acknowledge and agree as follows:
1.1 “Affiliate” means any entity which controls, is controlled by, or is under common control with the subject party, where “control” means ownership of or right to control greater than 50% of the voting securities of such entity.
1.2 “Applicable Privacy Law(s)” means all worldwide data protection and privacy laws and regulations, applicable to the Company Personal Information in question, including where applicable: (i) EU Data Protection Law; (ii) all laws and regulations of the United States, including the California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100 et seq (“CCPA”), as amended, superseded or updated from time to time; and (iii) applicable industry standards appropriate to the nature of the Company Personal Information.
1.3 “Data Privacy Breach” means any confirmed breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, access to, acquisition of Company Personal Information, or any other unauthorized Processing of Company Personal Information.
1.4 “EU Data Protection Law(s)” means all data protection laws and regulations applicable to the European Union (“EU”) or the European Economic Area (“EEA”), including (a) the General Data Protection Regulation 2016/679 (“EU GDPR” or “GDPR”); (b) the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 and the UK Data Protection Act 2018 (the “UK GDPR”); (c) the Swiss Federal Data Protection Act of 19 June 1992 and its corresponding ordinances (“Swiss DPA”); (d) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (e) applicable national implementations of (a),(b), and (c).
1.5 “Company Personal Information” means any data that is protected as “personal data”, “personally identifiable information” or “personal information” under Applicable Privacy Law and processed by Seagate on behalf of Company in connection with the Agreement, as more particularly described in Annex A of this DPA.
1.6 “Model Clauses” or “SCCs” means (i) where the GDPR applies, the contractual clauses annexed to the European Commission's Implementing Decision 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 (“EU SCCs”); and (ii) where the UK GDPR applies, standard data protection clauses for Processors adopted pursuant to Article 46(2)(c) or (d) of the UK GDPR (“UK SCCs”) (as amended, superseded or updated from time to time).
1.7 “Process” or “Processing” means, without limitation, operations performed on Company Personal Information, whether or not by automated means, such as collecting, recording, organizing, structuring, altering, using, accessing, disclosing, disseminating, copying, transferring, storing or otherwise retaining, deleting, aligning, combining, restricting, adapting, retrieving, consulting, destroying, or disposing of Company Personal Information.
1.8 “Restricted Transfer” means: (i) where the GDPR applies, a transfer of Company Personal Data from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of Company Personal data from the United Kingdom to any other country which is not subject based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018; and (iii) where Swiss DPA applies, a transfer of Company Personal Data from Switzerland to any other country which is not based on an adequacy decision recognized under Swiss data protection law.
1.9 “Sensitive Information” means any of the following types of Company Personal Information: (i) social security number, taxpayer identification number, passport number, driver’s license number or other government-issued identification number; (ii) credit or debit card details or financial account number, with or without any code or password that would permit access to the account or credit history; or (iii) information on race, religion, ethnicity, sex life or practices or sexual orientation, medical or health information, genetic or biometric information, biometric templates, political or philosophical beliefs, political party or trade union membership, background check information or judicial data such as criminal records or information on other judicial or administrative proceedings together with any Company Personal Information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
1.10 “Sub-processor” means any third party engaged by Seagate or by any other Sub-processor who will have access to, receive, or otherwise Process any Company Personal Information.
1.11 “Seagate Personnel” means any Seagate employee, contractor, Sub-processor or agent whom Seagate authorizes to Process Company Personal Information.
1.12 The terms “Controller,” “Processor” and “Supervisory Authority” shall have the same meaning as in EU Data Protection Law, and the terms “Business”, “Business Purpose”, “Commercial Purpose”, “Collect”, “Consumer”, “Services Provider” and “Sell” shall have the meanings given to them in the CCPA.
1.13 The word “include” shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.
2. DATA SECURITY AND PROTECTION
2.1 Data Protection Roles. The parties hereby acknowledge and agree that Company is the Controller or Business, and Seagate is acting on behalf of the Company as the Processor or Service Provider with respect to the Company Personal Information, except where Company acts as Processor of Company Personal Information, in which case Seagate is a Sub-processor.
2.2 Compliance with Laws. Each Party shall comply with its obligations under Applicable Privacy Law(s) in respect of any Company Personal Information it processes under this DPA. Any processing of Company Personal Information under the Agreement shall be performed in accordance with Applicable Privacy Laws. However, Seagate is not responsible for compliance with any Applicable Privacy Law or local/industry standards which may apply to Company or Company's industry that is not generally applicable to Seagate as a service provider. Where Company's specific use of the services and Applicable Privacy Law or local/industry standards requires Company to enter into specific contractual arrangements and/or additional compliance steps or measures that extend beyond the provisions of this DPA, Company is responsible for notifying Seagate at least thirty (30) days prior to providing Seagate with Company Personal Information subject to such requirements. Seagate will provide reasonable assistance to Company in supporting its compliance with such requirements, and Seagate, in its entire discretion, may execute the necessary agreement(s) that extend to applicable Company Personal Information covered under such provisions, without giving less effect to the provisions of this DPA. Company may notify Seagate about such jurisdiction specific requests at the notice address for the Seagate contracting entity identified in the Agreement.
2.3 Nondisclosure of Company Personal Information. Seagate shall not disclose Company Personal Information in any manner for any purpose to any third party without obtaining prior written authorization from Company, other than disclosures made in accordance with applicable law, to Sub-processors in accordance with Section 2.8 below, or otherwise in furtherance of providing the Services.
2.4 Scope of Processing. Seagate shall at all times: (i) process the Company Personal Information solely for the purposes of providing the Services to Company under the Agreement and in accordance with Company's documented lawful instructions (“Permitted Purposes”); and (ii) not process Company Personal Information for its own purposes or those of any third party. Seagate shall not (i) sell or disclose Company Personal Information for monetary or other valuable consideration; (ii) retain, use or disclose Company Personal Information for any purposes other than for the Permitted Purpose(s), including retaining, using or disclosing Company Personal Information for a commercial purpose other than performing the Services under the Agreement(s); or (iii) retain, use or disclose Company Personal Information outside the direct business relationship between Seagate and Company. Seagate certifies that it understands and will comply with the requirements and restrictions set out in Section 2.4 and will comply with the requirements applicable to Service Providers under the CCPA.
2.5 Processing Instructions. The parties agree that the Agreement (including this DPA) sets out the Company's complete and final instructions to Seagate in relation to the processing of Company Personal Information. If Seagate is required by law to process the Company Personal Information for any other purpose, Seagate will inform Company of such requirement prior to the processing, unless and to the extent prohibited by law from doing so. Any changes to the Company's instructions are subject to approval by the Parties (including additional costs for complying with new instructions).
2.6 Company Obligations. Company agrees that (i) it shall comply with its obligations under Applicable Privacy Laws in respect of its processing of Company Personal Information and any processing instructions it issues to Seagate; and (ii) it has provided notice and obtained (or shall obtain) all consents (where required) and rights necessary under Applicable Privacy Laws for Seagate to process Company Personal Information and provide the Services pursuant to the Agreement and this DPA; and (iii) it is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Company Personal Information when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Company Personal Information processed in connection with the Services. Company shall implement and maintain appropriate technical and organizational security measures designed to protect Company Personal Information from Data Privacy Breach and to preserve the security and confidentiality of Company Personal Information data while in its dominion and control.
2.7 Information Security Program. Seagate will implement, maintain, monitor and, where necessary, update a comprehensive written information security program that contains appropriate administrative, technical, and physical safeguards to protect Company Personal Information against anticipated threats or hazards to its security, confidentiality or integrity (such as unauthorized access, collection, use, copying, modification, disposal or disclosure, unauthorized, unlawful, or accidental loss, destruction, acquisition, or damage or any other unauthorized form of Processing) (“Information Security Program”). Company acknowledges that the Information Security Program is subject to technical progress and development and that Seagate may update or modify such program from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Company.
2.8 Restrictions on Sub-processors. Seagate may disclose Company Personal Information to Sub-processors as necessary to perform its Services for Company, subject to the conditions set forth in this Section 2.8. By signing this DPA Company hereby provides general written authorization for Seagate to engage Sub-processors to provide the Services. The Sub-processors currently engaged by Seagate and authorized by Company are listed in Annex C to this DPA. Company may subscribe for e-mail notifications of Sub-processor changes by subscribing at firstname.lastname@example.org with the following subject line “Subscribe to Lyve Cloud Data Privacy Agreement Sub-Processor Update Alerts”. Seagate will provide at least fifteen (15) calendar days prior written notice to Company of the engagement of any new Sub-Processor. Company may object in writing to the appointment of each such Sub-processor on reasonable grounds (e.g., if making Company Personal Information available to the Sub-processor may violate Applicable Privacy Law or weaken the protections for such Company Personal Information) by notifying Seagate promptly in writing within ten (10) calendar days of receipt of Seagate’s notice in accordance with this Section 2.8. Such notice shall explain the reasonable grounds for the objection and the parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. Seagate may in its sole discretion, remove the Sub-processor from the list. In the event a Sub-Processor is removed by Seagate, Seagate will be provided a reasonable amount of time to replace the Sub-processor. If Company does not object to the proposed Sub-processor within ten (10) calendar days of receipt of Seagate’s notice, the Sub-processor is deemed to have been approved.
2.9 Sub-processor Performance. Where a Sub-processor fails to fulfil its data protection obligations or is removed by Seagate, Seagate shall remain fully liable to Company for the performance of the Sub-processor's obligations. If Seagate cannot perform the obligations without the Sub-processor, then Seagate may terminate any applicable Agreement(s) between the parties and/or their Affiliates without cost or liability owed to Company.
2.10 Obligations of Seagate Personnel and Sub-processors. Seagate shall ensure that any persons authorized to Process Company Personal Information have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Where Seagate engages a Sub-processor for carrying out specific Processing activities on behalf of Company, Seagate will enter into a written agreement with the Sub-Processor containing data protection obligations that impose at a minimum, data privacy, protection and information security requirements on the Sub-processor for the duration of the Processing that require the Sub-processor to protect the Company Personal Information to the standard required by Applicable Privacy laws.
2.11 Notice of Requests or Complaints. Unless prohibited by law, Seagate shall notify Company of any request or complaint received by Seagate relating to the Processing of Company Personal Information, including:
(a) requests from a Data Subject to exercise one of their rights provided by Applicable Privacy Laws, including but not limited to a request for data portability, to access, change, delete, or restrict, and similar requests; or
(b) complaints or allegations that the Processing infringes on a Data Subject’s rights.
2.12 Company Responses to Data Subject Requests. Taking into account the nature of the Processing, Seagate shall assist Company by appropriate technical and organizational measures, insofar as it is possible, for the fulfillment of Company’s obligations to respond to requests from Data Subjects to exercise their rights at Company's expense. Seagate will promptly inform Company in writing if it receives: (i) a request from a data subject concerning the processing of Company Personal Information except for CCPA requests where Seagate shall inform the requestor that the request cannot be acted upon because the request has been sent to a Service Provider, as defined in the CCPA; or (ii) a complaint, communication, or request relating to Company's obligations under Applicable Privacy Laws. Except as noted in (i) regarding CCPA requests, Seagate shall not respond to such request, complaint or communication directly (except to direct the data subject to contact the Company) without Company's prior authorization, unless legally compelled to do so.
2.13 Requests for Disclosure. Company acknowledges that Seagate may be required to disclose, without advance notice or Company consent, Company Personal Information to authorities in connection with any investigation, audit or inquiry in connection with the services. Unless prohibited by law, Seagate will use commercially reasonable efforts to notify Company if Seagate receives any document requesting or purporting to compel the disclosure of Company Personal Information (such as oral questions, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demands, or other similar requests or processes). Seagate shall exercise commercially reasonable efforts to prevent and limit any disclosure and to preserve the confidentiality of Company Personal Information.
2.14 Cooperation. At Company's expense, Seagate shall provide reasonable assistance to Company in meeting its obligations under Applicable Privacy Laws regarding the security of Company Personal Information and fulfilling privacy and data protection impact assessments (as reasonably required) and related consultations of Supervisory Authorities.
2.15 Notice of Potential Violations or Inability to Comply. Seagate shall notify Company if:
(a) Seagate has reason to believe that any instructions from Company regarding Processing of Company Personal Information would violate applicable law;
(b) Seagate has reason to believe that it is unable to comply with any of its obligations under this DPA or Applicable Privacy Laws and it cannot cure this inability to comply within a reasonable timeframe; or
(c) Seagate becomes aware of any circumstances or changes in applicable law that are likely to prevent it from fulfilling its obligations under this DPA.
3. DATA TRANSFERS
3.1 International Transfers. Company hereby consents to Seagate transferring and Processing any Company Personal Information in or to a territory other than the territory in which the Company Personal Information was first collected provided that Seagate takes all such measures as are necessary to ensure such transfer and Processing is in compliance with Applicable Privacy Law and this DPA (including such measures as may be communicated by Company to Seagate from time to time).
3.2 Transfer Mechanisms. The parties agree that where transfer of Company Personal Information from Company to Seagate is a Restricted Transfer, it will be subject to the transfer mechanisms listed below:
(a) Model Clauses. The parties agree that the Restricted Transfer shall be subject to the appropriate Model Clauses, which are automatically incorporated by reference and form an integral part of this DPA, as follows:
(1) In relation to Company Personal Information that is protected by the GDPR, the EU SCCs will apply as follows:
(a) Module Two and Three as appropriate will apply;
(b) in Clause 7, the optional docking clause shall apply;
(c) in Clause 9, Option 2 will apply, and the time period for prior notice of Sub-Processor changes shall be fifteen (15) days;
(d) in Clause 11, the optional language will not apply;
(e) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by English law;
(f) in Clause 18(b), disputes shall be resolved before the courts of England, UK;
(g) Annex I of the EU SCCs shall be deemed completed with the information set out in Annex A to this DPA; and
(h) Annex II of the EU SCCs shall be deemed completed with the information set out in Annex B to this DPA.
(2) In relation to data that is protected by the UK GDPR, the EU SCCs as implemented in accordance with paragraph (1) above will apply provided that:
(a) any references in the EU SCCs to "Directive 95/46/EC" or “Regulation (EU) 2016/679” shall be interpreted as references to the UK GDPR; references to specific Articles of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK GDPR; references to “EU”, “Union” and “Member State law” are all replaced with “UK”; Clause 13(a) and Part C of Annex II of the EU SCCs are not used; references to the “competent supervisory authority” and “competent courts” shall be interpreted as references to the Information Commissioner and the courts of England and Wales; Clause 17 of the EU SCCs is replaced to state that “The Clauses are governed by the laws of England and Wales” and Clause 18 of the EU SCCs is replaced to state “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts”;
(b) to the extent and for so long as the EU SCCs as implemented in accordance with paragraph 2(A) above cannot be used to lawfully transfer Company Personal Information protected by the UK DPA to Supplier, the UK SCCs shall be incorporated into and form an integral part of this DPA and shall apply to such transfers; and
(c) for the purposes of the UK SCCs (where applicable) the relevant Annexes/ Appendices of the UK SCCs shall be deemed completed using the information contained in Annex A and Annex B of this DPA.
(3) In relation to Company Personal Information that is protected by the Swiss DPA, the EU SCCs as implemented in accordance with paragraph (1) above will apply provided that:
(a) references in the EU SCCs to “Regulation (EU) 2016/679” or the “GDPR” shall be interpreted as references to the Swiss Federal Act on Data Protection (FADP);
(b) references to “EU”, “Union” and “Member State law” shall be interpreted as references to Switzerland and to Swiss law, as the case may be;
(c) the term ’member state’ shall not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland);
(d) the EU SCC clauses should be interpreted as protecting the data of legal entities until the entry into force of the revised FADP; and
(e) references to the “competent supervisory authority” and “competent courts” shall be interpreted as references to the Swiss Federal Data Protection and Information Commissioner (FDPIC) and competent courts in Switzerland.
(4) In the event that any provision of this Agreement or this DPA contradicts, directly or indirectly, the Model Clauses, the Model Clauses shall prevail.
(b) Alternative Transfer Mechanism: To the extent Seagate adopts an alternative data export mechanism (including any new version of or successor to the SCCs adopted pursuant to applicable EU Data Protection Law) for the transfer of Personal Data not described in this DPA (“Alternative Transfer Mechanism”), the Alternative Transfer Mechanism shall apply instead of any applicable transfer mechanism described in this DPA (but only to the extent such Alternative Transfer Mechanism complies with European Data Protection Law and extends to the territories to which Personal Data is transferred) and Company agrees to execute such other and further documents and take such other and further actions as may be reasonably necessary to give legal effect to such Alternative Transfer Mechanism. In addition, if and to the extent that a court of competent jurisdiction or a supervisory authority with binding authority orders or determines (for whatever reason) that the measures described in this DPA cannot be relied on to lawfully transfer such Company Personal Data, Company acknowledges and agrees that Seagate may implement any additional measures or safeguards that may be reasonably required to enable the lawful transfer of such Company Personal Data.
3.3 Transfers out of countries with data export requirements. If any Applicable Privacy Laws require that further steps be taken in relation to any applicable data export restriction to permit the transfer of Company Personal Information to Seagate (including its Sub-processors), Company will comply with such data protection requirements including acquiring requisite consents or executing any applicable data transfer agreements (e.g., standard contractual clauses) or an alternative solution to ensure the appropriate safeguards are in place for such transfer.
4. COMPLIANCE AND ACCOUNTABILITY
4.1 Audit. No more than once every twelve (12) months, Company may request Seagate make available to Company information strictly necessary to demonstrate compliance with Article 28 of the GDPR in relation to the Processing of Company Personal Information. Seagate shall allow for and contribute to audits by Company or an independent third-party auditor mandated by Company, at Company's expense. Any such independent third-party auditor must be approved by Seagate (except if such third party is a competent Supervisory Authority). The auditor must execute a written confidentiality agreement acceptable to Seagate or otherwise be bound by a statutory confidentiality obligation before conducting the audit.
4.2 Audit Scope. To request an audit, Company must provide Seagate thirty (30) calendar days prior written notice and submit to Seagate a proposed audit plan describing the proposed scope, duration, and start date of the audit. Seagate will review the proposed audit plan and provide Company with any concerns or questions (for example, any request for information that could compromise Seagate or Seagate Affiliate’s security, privacy, employment or other relevant policies). Seagate will work cooperatively with Company to agree on a final audit plan.
4.3 Audit Report. Company will provide Seagate any audit reports generated in connection with any audit, unless otherwise prohibited by Applicable Privacy Laws or otherwise instructed by a Supervisory Authority. Company may only use the audit reports for the purposes of meeting Company’s regulatory audit requirements and/or for confirming compliance with the requirements of this DPA. The audit reports, including any informative information provided by Seagate for the audit, are Seagate’s Confidential Information.
5. SEAGATE RESPONSIBILITIES AFTER A DATA PRIVACY BREACH
5.1 Notification of Data Privacy Breach. Seagate shall notify Company in writing of a confirmed Data Privacy Breach without undue delay, and shall:
(a) investigate or provide reasonable assistance in the investigation of the Data Privacy Breach;
(b) provide Company with information about the Data Privacy Breach, and promptly provide additional relevant information as it becomes available; and
(c) take commercially reasonable steps to contain the Data Privacy Breach, mitigate the effects of the Data Privacy Breach, or assist Company in doing so at Company's expense.
5.2 Notification Considerations. Notification of or response to a Data Privacy Breach under this paragraph (“Data Privacy Breach Response”) will not be construed as an acknowledgment by Seagate of any fault or liability with respect to the Data Privacy Breach.
5.3 Communications. Seagate shall not issue any communications related to a Data Privacy Breach, in any manner that would identify, or is reasonably likely to identify or reveal the identity of, Company, without Company prior approval, unless otherwise required by law.
5.4 Preservation of Evidence. Seagate shall maintain an incident response plan. Following discovery of a Data Privacy Breach, Seagate shall preserve available evidence related to the Data Privacy Breach and maintain a clear chain of command according to Seagate’s incident response plan.
6. RETURN AND SECURE DELETION OF COMPANY PERSONAL INFORMATION
6.1 Return and Deletion of Company Personal Information. Upon the earlier of (a) request by Company or (b) the expiration or earlier termination of the agreement(s) between the parties and/or their Affiliates related to the Processing of Company Personal Information, at Company’s direction, Seagate shall, and shall direct its Sub-processors to, export the Company Personal Information or provide Company, or its third-party designee, with the ability to export all Company Personal Information in a machine readable and interoperable format. Each party shall identify a contact person to migrate the Company Personal Information and shall work promptly, diligently, and in good faith to facilitate a timely transfer. Within 30 days after Seagate (a) completes migration of Company Personal Information, or (b) Company informs Seagate of its election to not migrate the Company Personal Information, Seagate and Sub-processors shall securely destroy all Company Personal Information and overwrite with new data or otherwise destroy the Company Personal Information through an approved sanitization method.
6.2 Deletion Obligations. Notwithstanding section 6.1, regardless of whether Company directs Seagate to return Company Personal Information, Company may be required to delete Company Personal Information off the services upon the expiration or earlier termination of the agreement(s) between the parties and/or their Affiliates related to the Processing of Company Personal Information. Should Company choose to intake or migrate Company Personal Information into another Seagate service including but not limited to Seagate Lyve Services, Company acknowledges that Seagate may, upon a successful intake or migration of such data, delete or otherwise dispose of any Company Personal Information stored in the original service. Company acknowledges that due to the nature of the service Seagate will not have technical access to the data without additional permissions, in order to ensure continuity of security.
6.3 Destruction of Company Personal Information. If Seagate disposes of any paper, electronic or other record containing Company Personal Information, Seagate will do so by taking all reasonable steps to destroy Company Personal Information by: (a) shredding; (b) permanently erasing and deleting; (c) degaussing; or (d) otherwise modifying the Company Personal Information in such records to make it unreadable, unreconstructable and indecipherable. If Seagate decommissions or otherwise retires a hard drive that contains a copy of Company Personal Information then Seagate shall securely shred or destroy the drive rendering the Company Personal Information unreadable and destroyed in accordance with NIST 800-88, revision 1.
7.1 Term. This DPA will remain in effect until (i) there is no other active agreement(s) between the parties and (ii) Seagate has ceased to have custody or control of or access to any Company Personal Information.
7.2 Order of Precedence. The Agreement remains unchanged and in full force and effect. In case of discrepancies between this DPA and any agreement(s) between the parties and/or their Affiliates, the provisions of the following documents (in order of precedence) shall prevail: (a) Standard Contractual Clauses (where applicable); then (b) this DPA; and then (c) the main body of the Agreement. This DPA shall not limit or restrict but shall only be deemed to supplement the Standard Contractual Clauses.
7.3 Updates. The parties will reasonably cooperate to update this DPA by mutual written agreement as needed to ensure compliance with applicable laws and regulations.
7.5 Third Party Beneficiaries. Seagate’s Affiliates are intended third-party beneficiaries of this DPA; and may enforce the terms of this DPA as if each was a signatory to this DPA. Seagate also may enforce the provisions of this DPA on behalf of its Affiliates, instead of its Affiliates separately bringing a cause of action against Company.
7.6 Disclosure to Supervisory Authority or Regulatory Body. Company acknowledges that Seagate may disclose this DPA (including the SCCs) and any relevant privacy provisions in the Agreement to the Federal Trade Commission, a European data protection authority, or any other US or European judicial or regulatory body upon their request.
7.7 Severance. If any provision in this DPA is ineffective or void, this will not affect the remaining provisions. The parties shall replace the ineffective or void provision with a lawful provision that reflects the purpose of the ineffective or void provision. In case a necessary provision is missing, the parties shall add an appropriate one in good faith.
7.8 Counterparts. This DPA may be signed by electronic signature, and such electronic signature shall be treated as an original, including for evidentiary purposes. This DPA may be signed in two or more counterparts, none of which needs to contain the signatures of both of the parties, and each of which will be deemed to be an original, and all of which taken together will constitute one and the same instrument.
7.9 Interpretation. The headings in this DPA are for reference only and will not affect the interpretation of this agreement.
7.10 Liability. Each party’s and all of its Affiliates' liability, taken together in the aggregate, arising out of or related to this DPA (including the Standard Contractual Clauses) whether in contract, tort (including negligence) or under any other theory of liability, shall not be subject to the limitations and exclusions of liability in the Agreement
7.11 Choice of Law. This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by Applicable Privacy Laws.
DATA PROCESSING DESCRIPTION
A. LIST OF PARTIES
MODULE TWO: Transfer Controller to Processor
MODULE THREE: Transfer Processor to Processor
Contact Details: As specified in the Agreement. The email address(es) Company designates in Company’s account via its notification preferences.
Activities relevant to the transfer: Company utilizes the Lyve Service(s) specified in the Agreement and is responsible for use of the Lyve Service(s) in accordance with applicable documentation.
Signature and date: By entering into the Agreement, data exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
Data exporter Role: The data exporter's role is set forth in Section 2.1 (Data Protection Roles) of the DPA.
Contact Details: As specified in the Agreement. The Seagate Privacy Team may be contacted at email@example.com.
Activities relevant to the transfer: Seagate Processes Company Personal Information for the subject matter specified under the Agreement and until the Agreement terminates or expires, unless otherwise agreed upon by the parties in writing. The subject matter is determined by the Lyve Service(s) to which Company subscribes and the data which Company uploads to the Lyve Service(s).
Signature and date: By entering into the Agreement, data importer is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
Data importer Role: The data importer’s role is set forth in Section 2.1 (Data Protection Roles) of the DPA.
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
Company may submit Company Personal Information to Seagate, the extent of which is determined and controlled by the Company in its sole discretion, and which may include, but is not limited to personal data relating to the following categories of data subjects:
Categories of personal data transferred
Company may submit Company Personal Information to Seagate, the extent of which Company determines and controls in its sole discretion and may include personal data provided by Company, provided on behalf of Company, or collected by Seagate in connection with the Services.
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.
Company may submit sensitive data to Seagate, the extent of which Company determines and controls in its sole discretion and may include sensitive data provided by Company, provided on behalf of Company, or collected by Seagate in connection with the Services. The safeguards Seagate implements are as described in Annex II.
The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis).
Company determines and controls in its sole discretion the frequency of the transfer of personal data by Company to Seagate and Company conducts it in accordance with the Agreement (including this DPA).
Nature of the processing
Seagate will process Company Personal Information solely for the purposes of providing the Services to Company under the Agreement (including this DPA).
Purpose(s) of the data transfer and further processing
Company will transfer Company Personal Information to Seagate solely for the purposes of receiving the Services under the Agreement (including this DPA), including:
(i) Storage and other processing necessary to provide, maintain and improve the Services provided to Company pursuant to the Agreement; and/or
(ii) Disclosures in accordance with the Agreement and/or as compelled by applicable law.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Seagate will retain Company Personal Information transferred by Company to Seagate in accordance with the Agreement (including this DPA) and in accordance with Company’s documented lawful instructions.
For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing
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
The competent supervisory authority, in accordance with Clause 13 of the EU SCCs, is either (i) the supervisory authority applicable to the data exporter in its EEA country of establishment or, (ii) where the data exporter is not established in the EEA, the supervisory authority applicable in the EEA country where the data exporter's EU representative has been appointed pursuant to Article 27(1) of the GDPR, or (iii) where the data exporter is not obliged to appoint a representative, the supervisory authority applicable to the EEA country where the data subjects relevant to the transfer are located. With respect to the processing of Company Data to which the UK GDPR applies, the competent supervisory authority is the Information Commissioners Office (the “ICO”). With respect to the processing of personal data to which the Swiss DPA applies, the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner.
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 organizational 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.
Seagate implements, maintains, monitors and, where necessary, updates its comprehensive written information security program. Seagate's information security program contains administrative, technical, and physical safeguards to protect Company Personal Information against anticipated threats or hazards to its security, confidentiality, or integrity (such as unauthorized access, collection, use, copying, modification, disposal, or disclosure, unauthorized, unlawful, or accidental loss, destruction, acquisition, or damage, or any other unauthorized form of processing) (“Information Security Program”).
Seagate has a separate and dedicated Information Security team that manages Seagate's Information Security Program. This team facilitates and supports independent audits and assessments performed by third parties. Company acknowledges that the Information Security Program is subject to technical progress and development and that Seagate may update or modify such program from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Lyve Services purchased by Company.
Seagate does not review or edit, data, content, or material created, stored, or made accessible through the Lyve Services.
The following measures are in place to protect the Company Personal Data handled by Lyve Cloud Services and Lyve Mobile Services (collectively the “Lyve Services”):
Encryption of personal data: Measures that enable one to convert clearly legible information into an illegible string by means of a cryptographic process.
Measures for ensuring ongoing Confidentiality, integrity, availability and resilience of processing systems and services:
Measures for ensuring the ability to restore the availability and access to the Lyve Cloud Services system in a timely manner in the event of a physical or technical incident: Measures that ensure the possibility to quickly restore the system in the event of a physical or technical incident.
Processes for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures of the Lyve Cloud Services in order to ensure the security of the processing:
Measures for user identification and authorisation:
Measures for the protection of Data during transmission to Lyve Cloud Services:
Measures for the protection of Company Personal Information during storage:
Measures for ensuring physical security of locations at which Company Personal Information are processed:
Measures for ensuring events logging:
Measures for ensuring system configuration, including default configuration: Measures to ensure that all in-scope systems and devices are compliant with baseline configuration settings.
Measures for internal Information Technology (“IT”) and IT security governance and management:
Measures for certification/assurance of processes and products:
Measures for ensuring data minimization: Measures to reduce the amount of data collected.
Measures for ensuring data quality: Measures to ensure that the data pipeline creates and sustains good data quality.
Measures for ensuring limited data retention:
Measures for ensuring accountability: Businesses must maintain certain records of the personal data that they process.
Measures for allowing Data portability and ensuring erasure:
LIST OF SUB-PROCESSORS
|Auth0. Inc.||Identity management.||USA and Germany|
For agreements completed prior to October 14, 2021, please see the PDF attached here. Lyve Data Privacy Agreement prior to October 14, 2021