Data Processing Addendum

The terms and conditions below (“DPA”) supplement and amend the Terms of Service (“ToS”), to the extent that Ideanote processes any personal data originating from the European Economic Area, the United Kingdom and Switzerland for You as a Customer.

Capitalized expressions not defined in the DPA have the meaning set out in the ToS. Words and expressions used in this DPA but not defined in the DPA or in the ToS have the meanings given to such words and expressions in the EU Directive 95/46/EC or, from 25 May 2018, the General Data Protection Regulation (2016/679) (“GDPR”), including any subordinate or implementing legislation, and, for transfers of Data to Us (“Applicable Data Protection Law”).

The parties hereby enter into this DPA in order to comply with the obligations under Applicable Data Protection Laws. “Applicable Data Protection Laws” means any applicable laws, statutes or regulations as may be amended, extended, re-enacted from time to time, or any successor laws which relate to personal data including: (i) Regulation 2016/679 of the European Parliament and of the Council 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) (the "EU GDPR"); (ii) 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 (collectively, the "UK GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time;

1. Data Processor

Ideanote should be considered only as a Processor on behalf of its Customer and Users as to any Customer Data containing Personal Data that is subject to the requirements of the GDPR. Except as provided in this DPA, Ideanote does not independently cause Customer Data containing Personal Data stored in connection with the Services to be transferred or otherwise made available to third parties, except to third party Sub-processor who may process such data on behalf of Ideanote in connection with Ideanote’s provision of Service to Customers.

Such actions are performed or authorized only by the applicable Customer. The Customer is the data controller under the Regulation for any Customer Data containing Personal Data, meaning that such party controls the manner such Personal Data is collected and used as well as the determination of the purposes and means of the processing of such Personal Data.

Ideanote is not responsible for the content of the Personal Data contained in the Customer Data or other information stored on its servers (or its Sub-processors’ servers) at the discretion of the Customer nor is Ideanote responsible for the manner in which the Customer or User collects, handles disclosure, distributes or otherwise processes such information.

In the course of providing the Services to Customer pursuant to the ToS, Ideanote may process Personal Data on behalf of Customer. Ideanote agrees to comply with the following provisions with respect to any Personal Data submitted by or for Customer to the Service or collected and processed by or for Customer through the Service.

2. General

1. You confirm that You are accepting this DPA in Your capacity as either a Personal Customer or Business Customer.
2. If You are accepting this DPA as a Business Customer, You confirm that You have the authority to bind the entity you represent as a Customer to this DPA.
3. This Data Processing Agreement sets out the rights and obligations that apply to Ideanote’s handling of personal data on behalf of Customer.
4. Ideanote’s processing of personal data shall take place for the purposes of fulfillment of the ToS, commencing on the date on which You, as a Customer, electronically accept or otherwise agree to Our ToS.
5. The duration of this Order or Contract corresponds to the duration of the ToS. This does not prejudice the right to termination of the contract for cause without notice. Such a cause exists in particular, if an obligation under this agreement or provisions of the GDPR are intentionally or grossly negligently violated.
6. This Data Processing Agreement shall take priority over any similar provisions contained in other agreements between the Parties, including the ToS. EU Standard Contractual Clauses, if applicable, must prevail.
7. Three appendices are attached to this Data Processing Agreement. The Appendices form an integral part of this Data Processing Agreement.
8. Appendix A of the Data Processing Agreement contains details about the processing as well as the purpose and nature of the processing, type of personal data, categories of data subject and duration of the processing.
9. Appendix B of the Data Processing Agreement contains the terms and conditions that apply to Ideanote’s use of sub-processors and a list of approved sub-processors.
10. Appendix C of the Data Processing Agreement contains instructions on the processing that Ideanote is to perform on behalf of Customer (the subject of the processing), the minimum security measures and how inspection with Ideanote and any sub-processors is to be performed.
11. This Data Processing Agreement shall not exempt Ideanote from obligations to which Ideanote is subject pursuant to the General Data Protection Regulation or other legislation.
12. EXHIBIT A, the EU SCCs are considered part of this Data Processing Agreement. If You are situated in a country outside the European Union (EU) and the European Economic Area (EEA) and Your processing of Personal Data is not subject to the GDPR, the Standard Contractual Clauses (SCCs) shall apply.
13. EXHIBIT B, the UK Addendum is considered part of this Data Processing Agreement if You are a Business Customer based in the UK.

3. Customer Rights and Obligations as Data Controller

1. Customer shall be responsible to the outside world (including the data subject) for ensuring that the processing of personal data takes place within the framework of the General Data Protection Regulation and, further, the Applicable Data Protection Law.
2. Customer shall therefore have both the right and obligation to make decisions about the purposes and means of the processing of personal data.
3. Customer shall be responsible for ensuring that the processing that Ideanote is instructed to perform is lawful.

4. Ideanote acts According to Instructions

1. Ideanote shall solely be permitted to process personal data on documented instructions from Customer unless processing is required under EU or Member State law to which Ideanote is subject; in this case, Ideanote shall inform Customer of this legal requirement prior to processing unless that law prohibits such information on important grounds of public interest, cf. Article 28, sub-section 3, para a.
2. Ideanote shall immediately inform Customer if instructions in the opinion of Ideanote contravene the General Data Protection Regulation or data protection provisions contained in other EU or Member State law. 
3. Ideanote shall make available to Customer all information necessary to demonstrate compliance with the obligations laid down in this Addendum and in Art. 28 GDPR and shall allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer, in accordance with Appendix C, Section "Inspection and Audit Reports".

5. Confidentiality

1. Ideanote shall ensure that only those persons who are currently authorized to do so are able to access the personal data being processed on behalf of Customer. Access to the data shall therefore without delay be denied if such authorisation is removed or expires.   
2. Only persons who require access to the personal data in order to fulfill the obligations of Ideanote to Customer shall be provided with authorisation. For the avoidance of doubt, the access shall be based on the “need to know” and “least privileged access” principles, and that such persons have received appropriate training and instructions regarding processing of personal data. Ideanote shall provide Customer, upon request, with proof of execution of the confidentiality agreements with personnel that may have access to Customer Personal Data, as well as proof of periodic training in the field of personal data protection.
3. Ideanote shall ensure that persons authorized to process personal data on behalf of Customer have undertaken to observe confidentiality or are subject to suitable statutory obligation of confidentiality. 

6. Security of Processing

1. Ideanote shall take all the measures required pursuant to Article 32 of the General Data Protection Regulation which stipulates that with consideration for the current level, implementation costs and the nature, scope, context and purposes of processing and the risk of varying likelihood and severity for the rights and freedoms of natural persons, Customer and Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
2. Depending on their relevance, the measures may include the following:
3. Pseudonymisation and encryption of personal data
4. The ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services.
5. The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.
6. A process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
7. Ideanote shall in ensuring the above – in all cases – at a minimum implement the level of security and the measures specified in Appendix C to this Data Processing Agreement.

7. Assistance to Customer

1. Ideanote, taking into account the nature of the processing, shall reasonably assist Customer with appropriate technical and organizational measures, in the fulfillment of Customer obligations to respond to requests for the exercise of the data subjects’ rights pursuant to Chapter 3 of the General Data Protection Regulation.   

This entails that Ideanote should reasonably assist Customer in Customer compliance with:

1. notification obligation when collecting personal data from the data subject
2. notification obligation if personal data have not been obtained from the data subject
3. right of access by the data subject
4. the right to rectification
5. the right to erasure (‘the right to be forgotten’)
6. the right to restrict processing
7. notification obligation regarding rectification or erasure of personal data or restriction of processing
8. the right to data portability
9. the right to object 
10. the right to object to the result of automated individual decision-making, including profiling

For the avoidance of doubt, Ideanote shall promptly notify Customer and shall subsequently supply Customer with all information pertinent thereto, in case of: (i) any third party (including organizations or associations) requests or complaints regarding the processing of personal data by Ideanote on behalf of Customer; or (ii) any supervisory authority or government requests for access to, information about, audit concerning, or any other regulatory action (including only notice of intent) concerning the processing of personal data undertaken by Ideanote in the context of the Services Agreement. In the event Ideanote directly receives such a request or complaint, Ideanote shall immediately notify Customer and shall in no event respond directly, unless with Customer's prior written instruction.

2. Ideanote shall assist Customer in ensuring compliance with Customer obligations pursuant to Articles 32-36 of the General Data Protection Regulation taking into account the nature of the processing and the data made available to Ideanote, cf. Article 28, sub-section 3, para f.

This entails that Ideanote should, taking into account the nature of the processing reasonably assist Customer in Customer compliance with:

1. the obligation to implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk associated with the processing
2. the obligation to report personal data breaches to the supervisory authority  without undue delay and, if possible, within 72 hours of Customer discovering such breach unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons
3. the obligation – without undue delay - to communicate the personal data breach to the data subject when such breach is likely to result in a high risk to the rights and freedoms of natural persons
4. the obligation to carry out a data protection impact assessment if a type of processing is likely to result in a high risk to the rights and freedoms of natural persons
5. the obligation to consult with the supervisory authority  prior to processing if a data protection impact assessment shows that the processing will lead to high risk in the lack of measures taken by Customer to limit risk 

8. Notification of Personal Data Breach

1. On discovery of personal data breach at Ideanote’s facilities or a sub-processor’s facilities, Ideanote shall without undue delay notify Customer.  Ideanote’s notification to Customer shall, if possible, take place within 48 hours after Ideanote has discovered the breach to enable Customer to comply with his obligation, if applicable, to report the breach to the supervisory authority within 72 hours immediately and in any case.

This may mean that Ideanote is required to assist in obtaining the information listed below which, pursuant to Article 33, sub-section 3, of the General Data Protection Regulation, shall be stated in Customer report to the supervisory authority:

1. The nature of the personal data breach, including, if possible, the categories and the approximate number of affected data subjects and the categories and the approximate number of affected personal data records
2. Probable consequences of a personal data breach
3. Measures which have been taken or are proposed to manage the personal data breach, including, if applicable, measures to limit its possible damage

9. Erasure and Return of Data

On termination of the processing services, Ideanote shall be under obligation, at Customer discretion, to erase or return all the personal data to Customer and to erase existing copies unless EU law or Member State law requires storage of the personal data.

10. Commencement and Termination

1. This Data Processing Agreement shall become effective on the date on which Customer electronically accepts or otherwise agrees to Our ToS. 
2. This Data Processing Agreement may be terminated according to the terms and conditions of termination, incl. notice of termination, specified in the ToS subject to Section 2.6 (see above).
3. This Data Processing Agreement shall apply as long as the processing is performed. Irrespective of the termination of the ToS and/or this Data Processing Agreement, the Data Processing Agreement shall remain in force until the termination of the processing and the erasure of the data by Ideanote and any sub-processors.
4. Breaches of this Addendum shall be treated as breaches of the Services Agreement. Each Party shall be liable for its own breaches of applicable data protection law and shall indemnify the other accordingly in case the other party suffers a damage following such breach. 

11. Data Controller and Data Processor Contact

1. Customer may contact Ideanote at legal@ideanote.io 
2. Ideanote may contact Customer using the contact information stored on their Account.

Appendix A

Appendix A of the Data Processing Agreement contains details about the processing as well as the purpose and nature of the processing, type of personal data, categories of data subject and duration of the processing.

1. Data Controller

The data controller is a Customer of Ideanote’s communication and productivity software, services, systems and / or technologies.

2. Data Processor

The data processor is Ideanote ApS, as a provider of communication and productivity software, services, systems and / or technologies.

3. Data Subjects

The personal data processed for the purposes of the Services Agreement concern the following categories of data subjects:

Users of the Service

4. Categories of Data

The personal data transferred concern the following categories of data:

For End-users

We may collect the following personal data for end-users of Customers

End-user Registration and Contact Information

• End-user Name
• End-user Email

End-user Service Data

• End-user IP
• End-user URL
• End-user Referrer
• End-user Browser
• End-user Device
• End-user Events
• End-user Settings

End-user Content

all data and information submitted by End-users to the Services and includes message text, files, comments and links, but does not include third-party products or the Service.

For Customers

We may collect the following personal data from Customers.

Customer Personal Information

• Customer Contact Name
• Customer Contact Email

Customer Payment Information:

• Credit Card Details
• Customer Contact IP
• Customer Address

5. Special Categories of Data

The personal data transferred concern the following special categories of data:

• none

Data Exporter may submit personal data to the Data Importer through the Services, the extent of which is determined and controlled by the Data Exporter in compliance with Applicable Data Protection Law and which may concern the following special categories of data, if any:

• racial or ethnic origin;
• political opinions;
• religious or philosophical beliefs;
• trade-union membership;
• genetic or biometric data;
• health; and
• sex life

6. Processing Operations

The personal data transferred will be subject to the following basic processing activities:

• As necessary to complete a contract for the Service

7. Nature and Purpose of the Processing

In more detail, Ideanote makes available its Service to Customer and hereby stores and processes Personal Data about Customer on Our Service infrastructure to facilitate speedy authentication, communication and a measure of security to Users of the Service.

Ideanote will send mails to people invited to the platform, allow people to become Members of the Space at the discretion of the Customer and allow Members to share Content on the Space with the goal to further innovation and idea sharing for Customer.

Customer is able to use Our Service, owned, developed and managed by Ideanote to facilitate idea sharing, collecting, commenting, rating, prioritizing, assigning and tracking. In this, Customer and any personal data and Content submitted by Customer is processed by Ideanote on behalf of the Customer. 

The Personal Data transferred will be processed in accordance with the ToS and may be subject to the following processing activities:

• storage, encryption, decryption, backup, restoring and caching necessary to provide, improve and maintain and update the Services provided to the Data Exporter;
• to provide customer and technical support to the Data Exporter; and
• disclosures in accordance with the Agreement, as compelled by law
• the data processing will continue until Customer requests deletion

Customer consents that Ideanote employees can use aggregate findings about activities and Content on the Service to continuously optimize the performance and presentation of the Service. We reserve the right to publish Our findings on an anonymized aggregate level. An example of an anonymized finding would be study of how many people, in general, comment on an idea they have also liked. We also retain the right, but not the obligation, to directly access Customer account data or a Workspace on invitation by a Member of a Workspace for purposes of technical maintenance, content oversight or investigation as well as general Customer support. Any feedback or circumstantial analytical evidence knowingly given or unknowingly resulting from usage of using Our Service can freely be exploited and shared by Us to improve Our Service or technology without this resulting in Customer having or receiving any rights or ownership of them.

Appendix B

1. Terms of Ideanote’s use of Sub-processors

Ideanote has Customer’s general consent for the engagement of the already engaged sub-processors, as at the date of this Addendum and as listed in this Appendix B. 

2. Sub-processors

As Data Processor Ideanote ensures that the sub-processors are subject to data protection obligations not less protective as those specified in this Data Processing Agreement on the basis of a contract or other legal document under EU law or the national law of the Member States, in particular providing the necessary guarantees that the sub-processor will implement the appropriate technical and organizational measures in such a way that the processing meets the requirements of the General Data Protection Regulation. 

Customer acknowledges and agrees that (i) Ideanote’s Affiliates may be retained as Sub­-Processors; and (ii) Ideanote and Ideanote’s Affiliates respectively may engage third party Sub­-Processors in connection with the provision of the Services. Ideanote or an Ideanote Affiliate has entered into a written agreement with each Sub­processor containing data protection obligations not less protective than those in this Agreement and applicable law with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub­processor. If, in the performance of this DPA, Ideanote transfers any Personal Data to a sub-Processor located outside of the EEA, Ideanote shall, in advance of any such transfer, ensure that a legal mechanism to achieve adequacy in respect of that processing is in place.

3. List of Sub-processors

Ideanote shall make available to Customer the current list of Sub­-Processors for the Services. Such Sub­-Processor lists shall include a specification of the legal entity of those Sub­-Processors and the location of Customer Data. This list is available online at https://ideanote.io/legal/sub-processors.

4. Changes in Sub-processors

Ideanote shall inform Customer in writing of any intended changes concerning the addition or replacement of sub-processors at least 30 days in advance. 

5. Right to Object

Ideanote will give the Customer the opportunity to object to the engagement of the new sub-processors within 30 days after being notified. The objection must be based on reasonable grounds. If Ideanote and Customer are unable to resolve such objections, either party may terminate the Agreement by providing written notice to the other party. Customer shall receive credit for any prepaid but unused fees for the period following the effective date of termination. 

Where Ideanote engages a sub-processor for carrying out specific processing  activities  on  behalf  of  Customer, Ideanote shall ensure that the same data  protection obligations as set out in this Addendum are imposed on that sub-processor, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of this Addendum and the Applicable Data Protection Law. 

Upon request, a copy of such a sub-processor agreement and subsequent amendments shall be made available to Customer, with the exception of clauses on business related issues that  do  not  affect  the  legal  data  protection  content  of  the  sub-processor agreement. 

Ideanote shall at all times keep an up-to-date list of all sub-processors used, including in each case the details required under this Appendix B, and shall make this list available to Customer upon request. 

Ideanote shall be liable for the acts and omissions of any such sub-processor to the same extent as if the acts or omissions were performed by Ideanote. This does not affect the rights of the data subjects under the Applicable Data Protection Law. 

6. International Transfers

Ideanote may transfer and process Customer Data anywhere in the world where Ideanote, its Affiliates or its Sub­processors maintain data processing operations, after having previously informed and obtained Customer's consent. Ideanote shall at all times provide an adequate level of protection for the Customer Data processed, in accordance with the requirements of Data Protection Laws. Specifically, Ideanote shall ensure a valid legal basis for any such transfer, as outlined in Chapter 5 GDPR and Articles 45­49 thereof.

Without prejudice to the aforementioned notification and approval process, Ideanote may introduce transfer the data to third countries which are located outside of the European Economic Area ("EEA"), if Ideanote has implemented a transfer solution compliant with the Applicable Data Protection Law.

Where such  transfer solution is based on the EU Commission Model Clauses, Ideanote shall provide Customer with a transfer impact assessment, including details as to locations of processing, the processing activities that will be carried out, the types of data, any additional safeguards and measures (technical, organizational and contractual) to be implemented, as well as Ideanote's risk assessment on the intended sub-processor and/or transfer.

Such notification shall be performed prior to implementation of the transfer, and Customer shall be given at least 30 days to review it. Customer may reject the transfer, partially or entirely, in which case Ideanote shall not engage nor perform the envisaged transfer. If the contracted services cannot be performed without the said transfer, Customer shall have the option to terminate the Services Agreement and the Addendum, entirely or partially as required, without any penalty. 

The Parties agree that the terms of the SCCs, as set out in Exhibit 2 of this DPA, are hereby incorporated and apply to any transfers of Personal Data to a Third Country, either directly or via onward transfer, not otherwise covered by a suitable framework recognized under applicable Data Protection Law as providing an adequate level of protection for Personal Data, including binding corporate rules for processors.

Appendix C

Appendix C of the Data Processing Agreement contains instructions on the processing that Ideanote is to perform on behalf of Customer (the subject of the processing), the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) how inspection with Ideanote and any sub-processors is to be performed.

Ideanote has implemented an internal Information Security Program that covers Data and Network Security, Access and Site Controls, Personnel and sub-processor Security.

1. Ideanote Security Controls

• Physical Security -  Ideanote uses physically secure data centers. All data centers comply with or exceed the security requirements of SOC2. All data centers are equipped with CCTV, 24/7 on-site security personnel and key card access system. Ideanote uses geographically distributed data centers for backups.
• Redundancy - Ideanote’s infrastructure allows for maintenance and improvements with minimal downtime.
• Power Supply - Ideanote’s data centers are equipped with backup power and uninterrupted power supplies that can last for days.
• Patches - Ideanote has established a policy to keep systems up to date with necessary security updates.
• Business Continuity - data is replicated and backed up across multiple systems to help protect against unwanted destruction or loss of data. Backup restore procedures and business continuity plans are tested on an annual basis.
• Data in Transit - Ideanote uses industry standard encryption schemes and protocols to encrypt data transmissions between the data centers.
• Intrusion Detection - Ideanote employs an intrusion detection system to provide insights into ongoing attack activities and to help remediate the attack faster.
• Incident Response - Ideanote has established protocols for handling security incidents and breaches and will inform the involved parties.
• Encryption - Ideanote uses industry standard encryption methods to encrypt data in transit and at rest.
• Access Control - Ideanote personnel must authenticate themselves via a central authentication system or via a single sign-on system in order to administer the Services.
• Password Security - Ideanote requires the use of unique IDs, strong passwords and two factor authentication. 
• Access Review - Access is guided by an internal policy of least privilege and access reviews.
• Audit Trail - Ideanote logs access to its systems via an immutable audit trail.
• Data Separation - Ideanote separates customer’s data on a multi-tenant environment via separate encryption keys.
• Disk Erasure - Decommissioned disks are securely erased after their intended use or securely destroyed in the event of a malfunction.
• Personnel - Ideanote personnel adheres to company policies regarding privacy, security, ethics and a professional code of conduct. 
• Background Checks - Ideanote conducts background checks with new hires.
• Data Access - Ideanote personnel will not access or process Customer Content without explicit authorization by the Customer unless required by law.
• Sub-processor Security - Ideanote conducts reviews of security and privacy practices of Sub-processors prior to onboarding the Sub-processors in order to ensure adequate level of security and privacy to data and scope of services they are engaged to provide. Once the Sub-processor review is performed and associated risk is evaluated, the Subprocessor enters into appropriate privacy, confidentiality and security contract terms.

2. Storage Limits and Erasure

Processing shall not be time-limited and shall be performed until this Data Processing Agreement is terminated or canceled by one of the Parties.

Personal data are stored with Ideanote until Customer or a Member requests that their data are erased or returned. Ideanote allows Customers to export their raw data at any time in the industry standard JSON format. Additionally, customer data  can  be  deleted  upon  request  at  termination  or  will  be  deleted  in  accordance  with  Ideanote’s  internal  data retention policies.

3. Inspection and Audit Reports

Customers with an active Annual Enterprise Subscription have the right to request a compliance audit once a year to confirm Ideanote's compliance with data protection obligations within this DPA. In response to Customer’s audit request, Ideanote agrees to provide necessary information, including security and audit questionnaires, on a confidential basis.

Audit requests should include a detailed plan and must be submitted two months in advance, except in cases of a security incident where an audit may be initiated without delay. Ideanote has the right to object to third-party auditors who are competitors or otherwise unsuitable.

Existing audit reports may replace the need for a new audit if Ideanote’s controls remain materially unchanged.

Customers with an active Annual Enterprise Subscription are entitled to perform remote or on-site audits of Ideanote’s processing activities related to Customer’s Personal Data once per year. The costs for the audit, including any of Ideanote's assistance, fall upon Customer at Ideanote’s standard service rates.

Prior to any on-site audit, both parties will agree upon the scope, timing, and duration. Each audit is limited to once annually with a 2 months notice to Ideanote, unless a security incident necessitates a more timely audit. Non-compliance findings are to be reported promptly to Ideanote.

4. Encryption of Customer Content

When a User uses the Ideanote Service, the details of their interactions are captured and sent to Ideanote through API calls over HTTPS.  All of  Our other APIs and websites also use HTTPS  exclusively. Everything Customer and User send to Ideanote, and everything Ideanote sends to Customer and User is sent through fully encrypted channels. Ideanote employs the Transport Layer Security (TLS 1.2) protocol with RSA-2048 encryption to keep Our communication private.

The Google Cloud Platform encrypts customer data stored at rest by default. Data in Google Cloud Platform is broken into subfile chunks for storage, and each chunk is encrypted at the storage level with an individual encryption key. The key used to encrypt the data in a chunk is called a data encryption key (DEK). Because of the high volume of keys at Google, and the need for low latency and high availability, these keys are stored near the data that they encrypt. The DEKs  are  encrypted  with  (or  “wrapped” by)  a  key  encryption  key  (KEK).  For  more  information, please  see https://cloud.google.com/security/#dataencryption.

5. Customer Data separation

Access is granted through sending along an authentication token in requests. This token then holds a set of allowances based on the User's rank and the Space(s), Missions, and all other Content the User has access to.

This  provides  logical separation  between  data  belonging  to  multiple  Users.  Ideanote  is  the  sole  tenant  on  Our infrastructure. A Customer's data may reside on database systems which house data belonging to other customers, but Our logical controls (token, key and secret) separates one User from another User's data. 

6. Single-sign on and multifactor authentication

Ideanote supports SAML single sign-on. Depending on what single sign-on provider Customer has, multi-factor authentication is an option Customer can enable with their single sign-on provider.  Details  on  how  to  enable  single  sign-on  can be found in access settings.

7. Location and Storage of Customer Data

GDPR does not require that Personal Data must stay in the EU as long as there is a legal framework in place to validate the data transfer; the GDPR recognizes several frameworks including the EU Standard Contractual Clauses.  

Ideanote’s application and database servers are located within the European Union. This means, at rest, Customer Content will never leave the EU.

The Service itself may be provided using equipment or facilities located in the European Union or the United States. The US sub-processors have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed when using the Service will receive an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation). Personal Data is partly stored and processed by these sub-processors.

Google is Our production hosting provider. Google hard drives leverage technologies like FDE (full disk encryption) and drive locking, to protect data at rest. When a hard drive is retired, authorized individuals verify that the disk is erased by writing zeros to the drive and performing a multiple-step verification process to ensure the drive contains no data. If the drive cannot be erased for any reason, it is stored securely until it can be physically destroyed. Physical destruction of disks is a multistage process beginning with a crusher that deforms the drive, followed by a shredder that breaks the drive into small pieces, which are then recycled at a secure facility. Each data center adheres to a strict disposal policy and any variances are immediately addressed.

8. Security Checks and Scans

Ideanote runs regular security scans via a third-party service, and Our source code is automatically checked as it is committed. Every time Ideanote updates any of the external code dependencies, Ideanote performs a full security audit to verify that no vulnerabilities have entered the Ideanote code base. Ideanote also subscribes to various security mailing lists for the software Ideanote uses. The latter ensures Ideanote is always aware of recently discovered vulnerabilities and can either put workarounds or available patches in place.

9. Handling of Customer Data by Personnel

Access to the datastore is restricted to a very small number of people, and there is no way for Ideanote to “impersonate” or view Content via an account switcher interface or see it through the admin user interface. 

In cases where Ideanote needs to troubleshoot errors, Ideanote will either test it in a development environment or get explicit Customer permission for account access (generally by having Customer manually invite Our support account as a user of the Customer Workspace, which can be removed at any time) or by requesting screen sharing. Access and access requests to Ideanote databases and server infrastructure and all code change commits are logged for security purposes.

As outlined in Our Terms of Service, support personnel have access to certain contact information and activity logs by default to be able to service Customer as best as possible. Access to this kind of data is restricted with two-factor authentication at all times and Personal Data is not sold to third parties.

10. Replication of Customer Data

Ideanote creates back-ups of Customer Data three times a day and retains these back-ups for up to a month. In case of a security, technical, physical or data-loss incident, roll-backs of Customer Data can be initiated in a timely manner.

EXHIBIT 2 - Standard Contractual Clauses (SCCs)

Clause 1

Purpose and scope

(a) 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.

(b) The Parties:

i. 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

ii. 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”).

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) 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

(a) 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.

(b) 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

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and / or data importer, with the following exceptions:

i. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

ii. Clause 8.1(b), 8.9(a), (c), (d) and (e);

iii. Clause 9(a), (c), (d) and (e)

iv. Clause 12(a), (d) and (f);

v. Clause 13;

vi. Clause 15.1(c), (d) and (e);

vii. Clause 16(e); and

viii. Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) 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

(a) 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.

(b) 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.

(c) 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 organizational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a) 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.

(b) 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 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

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized 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 organizational 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.

(b) 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.

(c) 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.

(d) 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

Ideanote does not permit the processing of sensitive data.

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 or if:

i. the onward transfer is to a country benefiting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

ii. 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;

iii. the onward transfer is necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

iv. 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

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) 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.

(c) 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 noncompliance, as outlined in Appendix C, Section “Inspection and Audit Reports” of the DPA. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) 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.

(e) 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

(a) 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 thirty (30) 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.

(b) 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.8 The Parties agree that, by complying with this Clause, the data importer fulfills 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.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a subprocessor 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.

(d) 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 fulfill its obligations under that contract.

(e) 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

(a) 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 authorized to do so by the data exporter.

(b) 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 organizational 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.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

(a) 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 authorized to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) 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.

(c) 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:

i. 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;

ii. refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organization or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) 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

(a) 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.

(b) 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.

(c) 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.

(d) 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.

(e) 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.

(f) 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.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a) 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 behavior is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) 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 affecting compliance with the Clauses.

(a) 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 authorizing 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.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

i. 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;

ii. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

iii. any relevant contractual, technical or organizational 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.

(c) 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.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) 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).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfill its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. 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 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

15.1 Notification

(a) 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:

i. 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

ii. 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.

(b) 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.

(c) 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.).

(d) 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.

(e) 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

(a) 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).

(b) 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.

(c) 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 PROVISION

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) 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).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

i. 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;

ii. the data importer is in substantial or persistent breach of these Clauses; or

iii. 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 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.

(d) 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.

(e) 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

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Denmark.

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Denmark.

(c) 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.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX I

A. LIST OF PARTIES

Data exporter. The data exporter is the Customer, as defined in the Agreement and/or Order(s).

Data importer. The data importer is Ideanote, as defined in the Agreement and/or Order(s).

B. DESCRIPTION OF TRANSFER

1. Categories of data subjects whose personal data is transferred:

Data subjects include the data exporter’s customer’s representatives and end-users, which can include employees, contractors, vendors, and customers of the data exporter, depending on the use-case.

2. Categories of personal data transferred:

The personal data transferred includes names and email addresses in an electronic form all in the context of the Services.

3. 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 specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:

None.

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

Continuous.

5. Nature of the processing:

Cloud based, server-to-server API access.

6. Purpose(s) of the data transfer and further processing:

Facilitate idea sharing and innovation.

7. 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 term of the Ideanote ToS.

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

The nature of any processing by sub-processors is to facilitate the Services. The duration is for the term of Ideanote ToS between Customer and Ideanote.

‍

C. COMPETENT SUPERVISORY AUTHORITY

Danish Authority for Privacy Protection (Datatilsynet)

ANNEX II 

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

The details of the technical and organizational measures applicable to the Software Services being provided by Ideanote to Customer can be found in Appendix C of the Ideanote DPA

ANNEX III

LIST OF SUB-PROCESSORS

Customer has authorized the use by Ideanote of the sub-processors detailed at https://ideanote.io/legal/sub-processors which are applicable to the Software Services being provided by Ideanote  to Customer.

EXHIBIT 3 - UK Addendum

In cases of data transfer from and to the United Kingdom the following provisions, this Exhibit 3 applies in addition to the Standard Contractual Clauses in Exhibit 2 of the Ideanote DPA.

PART 1: TABLES

Table 1: Parties

Start date

­­­Effective Date (This Data Processing Agreement shall become effective on the date on which Customer electronically accepts or otherwise agrees to Our ToS. )

The Parties

Exporter (who sends the Restricted Transfer)

Importer (who receives the Restricted Transfer)

Parties’ details

Full legal name can be found in the Order Form or Account of the Workspace Owner

Trading name (if different) can be found in the Order Form or the Workspace Billing Settings.

Main address (if a company registered address) can be found in the Order Form or the Workspace Billing Settings.

Official registration number and any company number or similar identifier can be found in the Order Form or Account of the Workspace Owner

Full legal name: Ideanote ApS

Trading name (if different): Ideanote

Main address: Soengen 1, 2840, Holte

Official registration number: TIN:DK37118796

Key Contact

Job Title and Contact details including email can be found in the Order Form or Account of the Workspace Owner

Job Title: Data Processing Officer

Contact details including email: DPO@ideanote.io

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

The version of the Approved EU SCCs included above, which this Addendum is appended to.

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in the Data Processing Agreement above.

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum:

Importer and Exporter

PART 2: MANDATORY CLAUSES

Entering into this Addendum

(a.) Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.

(b.) Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

(a.) Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

Addendum

This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.

Addendum EU SCCs

The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.

Appendix Information

As set out in Table ‎3.

Appropriate Safeguards

The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.

Approved Addendum

The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18

Approved EU SCCs

The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

ICO

The Information Commissioner.

Restricted Transfer

A transfer which is covered by Chapter V of the UK GDPR.

UK

The United Kingdom of Great Britain and Northern Ireland.

UK Data Protection Laws

All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.

UK GDPR

As defined in section 3 of the Data Protection Act 2018.

(b.) This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfills the Parties’ obligation to provide the Appropriate Safeguards.

(c.) If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.

(d.) If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.

(e.) If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

(f.) Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

(a.) Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.

(b.) Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.

(c.) Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

(a.) together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;

(b.) Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and

(c.) this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.

No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.

The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:

(a.) References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;

(b.) In Clause 2, delete the words:

“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”;

(c.) Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

(d.) Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

(e.) Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

(f.) References to “Regulation (EU) 2016/679”, “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)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;

(g.) References to Regulation (EU) 2018/1725 are removed;

(h.) References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;

(i.) The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

(j.) Clause 13(a) and Part C of Annex I are not used;

(k.) The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

(l.) In Clause 16(e), subsection (i) is replaced with:

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

(m.) Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

(n.) Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also 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.”