This Data Protection Addendum ("Addendum") between Docket Inc. ("Docket") and the Customer (as defined in the Agreement) forms part of the Docket Inc. Terms of Service set forth at https://www.docket.io/terms-and-conditions or such other written or electronic agreement incorporating this Addendum, in each case, governing Customer's access to and use of the Services (the "Agreement").
Customer enters into this Addendum on behalf of itself and any Affiliates authorized to use the Services under the Agreement and who have not entered into a separate contractual arrangement with Docket. For the purposes of this Addendum only, and except where otherwise indicated, references to "Customer" shall include Customer and such Affiliates.
The Parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Agreement.
In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
The terms "Business", "Business Purpose", "commercial purpose", "Contractor", "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process", "Processor", "Sell", "Service Provider", "Share", "Subprocessor", "Supervisory Authority", and "Third Party" have the same meanings as described in applicable Data Protection Laws and cognate terms shall be construed accordingly.
Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the Agreement.
The Parties acknowledge and agree that with regard to the Processing of Customer Personal Data, and as more fully described in Annex 1 hereto, Customer acts as a Business or Controller, and Docket acts as a Service Provider or Processor. This Addendum shall apply solely to the Processing of Customer Personal Data by Docket acting as a Processor or Subprocessor (as specified in Annex 1). The Parties expressly agree that Customer shall be solely responsible for ensuring timely communications to Customer's Affiliates or the relevant Controller(s) who receive the Services, insofar as such communications may be required or useful in light of applicable Data Protection Laws to enable Customer's Affiliates or the relevant Controller(s) to comply with such Laws.
In Annex 1 to this Addendum, the Parties have mutually set out their understanding of the subject matter and details of the Processing of the Customer Personal Data to be Processed by Docket pursuant to this Addendum. The Parties may make reasonable amendments to Annex 1 on mutual written agreement and as reasonably necessary to meet those requirements. Annex 1 does not create any obligation or rights for any Party. The purpose of Processing under this Addendum is the provision of the Services pursuant to the Agreement and any Order Form(s).
4.1 Customer shall comply with all applicable Data Protection Laws in connection with the performance of this Addendum and the Processing of Customer Personal Data. In connection with its access to and use of the Services, Customer shall Process Customer Personal Data within such Services and provide Docket with instructions in accordance with applicable Data Protection Laws. As between the Parties, Customer shall be solely responsible for compliance with applicable Data Protection Laws regarding the collection of and transfer to Docket of Customer Personal Data. Customer agrees not to provide Docket with any data concerning a natural person's health, religion, or any special categories of data as defined in Article 9 of the GDPR.
4.2 Docket shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data and Docket shall:
The parties agree that when the transfer of Customer Personal Data from Customer and/or any of its Affiliates (as exporter) to Docket (as importer) is a Restricted Transfer and EU Area Law applies, the transfer shall be subject to the appropriate Controller to Processor SCCs, which shall be deemed incorporated into and form part of this Addendum as follows:
5.1 In relation to Customer Personal Data that is protected by the EU GDPR and processed by Docket on behalf of and under the instruction of Customer, the EU SCCs will apply completed as follows:
5.2 In relation to Customer Personal Data that is protected by the Swiss DPA, the EU SCCs shall apply in accordance with Section 5.1 of this Addendum, but with the following modifications:
5.3 In relation to Customer Personal Data that is protected by the UK GDPR, the EU SCCs shall apply in accordance with Section 5.1 of this Addendum, but as modified and interpreted by the Part 2: Mandatory Clauses of the UK Addendum, which shall be incorporated into and form an integral part of this Addendum. Any conflict between the terms of the EU SCCs and the UK Addendum shall be resolved in accordance with Section 10 and Section 11 of the UK Addendum. In addition, tables 1 to 3 in Part 1 of the UK Addendum shall be completed respectively with the information set out in Annex I of this Addendum, and table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting both "Importer" and "Exporter".
Docket shall not participate in any other Restricted Transfers of Customer Personal Data (whether as an importer or an exporter of the Customer Personal Data) unless the Restricted Transfer is made in compliance with applicable Data Protection Law and pursuant to the relevant Standard Contractual Clauses implemented between the relevant exporter and importer of the Customer Personal Data, as necessary in order to comply with applicable Data Protection Law.
The provisions of this Addendum are supplemental to the provisions of the Agreement. In the event of any inconsistency between the provisions of this Addendum and the provisions of the Agreement, the provisions of this Addendum shall prevail. In the event that any provision of this Addendum and/or the Agreement contradicts, directly or indirectly, the Controller to Processor SCCs, the Controller to Processor SCCs will control.
To the extent permissible by law, Customer shall (a) defend Docket and its Affiliates (collectively, "Indemnified Parties") from and against any and all claims, demands, suits, or proceedings made or brought against any of the Indemnified Parties by any third party (each, a "Claim"), and (b) indemnify and hold harmless the Indemnified Parties from and against any and all losses, damages, liabilities, fines and administrative fines, penalties, settlements, and costs and expenses of any kind (including, without limitation, reasonable legal, investigatory and consultancy fees and expenses) incurred or suffered by any of the Indemnified Parties, in each case arising from any breach by Customer of this Addendum or of its obligations under applicable Data Protection Laws. Docket may participate in the defense and/or settlement of a Claim under this Section 7 with counsel of its choosing at its own expense.
The Parties agree that, if any section or sub-section of this Addendum is held by any court or competent authority to be unlawful or unenforceable, it shall not invalidate or render unenforceable any other section of this Addendum.
Docket shall comply with all applicable statutory and regulatory requirements, including the EU GDPR. Docket is certified to ISO/IEC 27001:2022 and maintains a SOC 2 Type II attestation.
In the event a Data Subject wishes to exercise its Data Subject rights under applicable Data Protection Law, including, but not limited to, a Data Subject's right of access, correction and/or erasure of its Personal Data in Docket's control, the Data Subject can submit such request by contacting Docket's Data Protection Officer below. Concerns and/or complaints related to the Customer's Personal Data can also be raised by contacting the Data Protection Officer below:
Description of Processing Activities for Customer Personal Data
This Annex includes certain details of the Processing of Customer Personal Data by Docket in connection with the Services.
Identify the competent supervisory authority/ies (e.g. in accordance with Clause 13 SCCs): As determined by the application of Clause 13 of the EU SCCs.
Categories of data subjects whose personal data is transferred:
Categories of personal data transferred (processed in connection with the Services):
Sensitive personal data transferred: None.
Frequency of the transfer: Continuous.
Nature of the processing: The nature of the processing is more fully described in the Agreement and accompanying order forms but will include the following basic processing activities: the provision of the Services to Customer. To deliver the Services, Docket receives Customer Personal Data and processes it solely as necessary to perform the Services for Customer - including to query, organize, store, and retrieve the relevant information, and, where required to provide the Services, to transmit it to Sub-processors. Docket does not retain, combine, or use Customer Personal Data for its own purposes. The purpose of the transfer is to facilitate the performance of the Services as more fully described in the Agreement and accompanying order forms.
Purpose of the data transfer and further processing: For processing involving California consumers, Docket Processes Personal Data for the following Business Purposes:
Period for which the personal data will be retained or criteria used to determine that period: The period for which the Customer's Personal Data will be retained is more fully described in the Agreement, Addendum, and accompanying order forms.
Description of the technical and organizational security measures implemented by Docket as the data processor/data importer 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.
Subprocessor transfers - subject matter, nature, and duration of processing: The subject matter, nature, and duration of the Processing are more fully described in the Agreement, Addendum, and accompanying order forms.
4.1 Security
A. Security Management System.
Organization. Docket designates qualified security personnel whose responsibilities include development, implementation, and ongoing maintenance of the Information Security Program.
Policies. Management reviews and supports all security-related policies to ensure the security, availability, integrity, and confidentiality of Customer Personal Data. These policies are updated at least once annually.
Assessments. Docket engages a reputable independent third party to perform risk assessments of all systems containing Customer Personal Data at least once annually.
Risk Treatment. Docket maintains a formal and effective risk treatment program that includes penetration testing, vulnerability management, and patch management to identify and protect against potential threats to the security, integrity, or confidentiality of Customer Personal Data.
Vendor Management. Docket maintains an effective vendor management program.
Incident Management. Docket reviews security incidents regularly, including effective determination of root cause and corrective action.
Standards. Docket operates an information security management system that is certified to the ISO/IEC 27001:2022 standard and maintains a SOC 2 Type II attestation.
B. Personnel Security.
Docket personnel are required to conduct themselves in a manner consistent with the company's guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Docket conducts reasonably appropriate background checks on any employees who will have access to client data under this Agreement, including in relation to employment history and criminal records, to the extent legally permissible and in accordance with applicable local labor law, customary practice, and statutory regulations.
Personnel are required to execute a confidentiality agreement in writing at the time of hire and to protect Customer Personal Data at all times. Personnel must acknowledge receipt of, and compliance with, Docket's confidentiality, privacy, and security policies. Personnel are provided with privacy and security training on how to implement and comply with the Information Security Program. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role (e.g., certifications). Docket's personnel will not process Customer Personal Data without authorization.
C. Access Controls.
Access Management. Docket maintains a formal access management process for the request, review, approval, and provisioning of all personnel with access to Customer Personal Data to limit access to Customer Personal Data and systems storing, accessing, or transmitting Customer Personal Data to properly authorized persons having a need for such access. Access reviews are conducted periodically to ensure that only those personnel with access to Customer Personal Data still require it.
Infrastructure Security Personnel. Docket has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. Docket's infrastructure security personnel are responsible for the ongoing monitoring of Docket's security infrastructure, the review of the Services, and for responding to security incidents.
Access Control and Privilege Management. Docket's and Customer's administrators and end users must authenticate themselves via a Multi-Factor authentication system or via a single sign-on system in order to use the Services.
Internal Data Access Processes and Policies - Access Policy. Docket's internal data access processes and policies are designed to protect against unauthorized access, use, disclosure, alteration or destruction of Customer Personal Data. Docket designs its systems to only allow authorized persons to access data they are authorized to access based on principles of "least privileged" and "need to know", and to prevent others who should not have access from obtaining access. Docket requires the use of unique user IDs, strong passwords, two-factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel's job responsibilities; job duty requirements necessary to perform authorized tasks; on a need-to-know basis; and must be in accordance with Docket's internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies follow industry standard practices. These standards include password complexity, password expiry, password lockout, restrictions on password reuse and re-prompt for passwords after a period of inactivity.
D. Data Center and Network Security.
Data Centers.
Networks and Transmission.
Data Storage, Isolation, Authentication, and Destruction. Docket stores data in a multi-tenant environment on AWS servers. Data, the Services database and file system architecture are replicated between multiple availability zones on AWS. Docket logically isolates the data of different customers. A central authentication system is used across all Services to increase uniform security of data. Docket ensures secure disposal of Client Data through the use of a series of data destruction processes.
A current list of Docket's Sub-processors, including each Sub-processor's description of processing and location, is maintained at: https://www.docket.io/legal/subprocessors.
This list forms part of this Addendum and is incorporated herein by reference. Docket will notify Customer of intended changes or additions to its Sub-processors in accordance with Section 4.2(4)(A) of this Addendum.