This Data Processing Agreement and its Annexes (the “DPA”), entered into by you the customer identified on the applicable Edge Factor ordering document for the Edge Factor Services (the “Customer” or “You”) and Edge Factor (“We”, “Our”) governs the processing of Personal Data that you upload or otherwise provide Edge Factor in connection with the Services under the Terms of Use (the “Terms”) between you and us (also referred to in this DPA as the “Agreement”).
This Agreement embodies the entire understanding of the Parties with respect to the subject matter thereof. This Agreement supersedes previous agreements or understandings relating to this subject matter between the Parties, both in writing and oral, including correspondence.
This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, an Order or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.
We update these terms from time to time. If you have an active Edge Factor account, we will let you know when we do via email (if you have subscribed to receive email notifications via the link in our Terms) or via an in-Service notification.
The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.
Last modified on August 26, 2024.
“California Personal Information” means Personal Data that is subject to the protection of the CCPA.
“CCPA” means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018).
“Consumer”, “Business”, “Sell”, and “Service Provider” will have the meanings given to them in the CCPA.
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA, PIPEDA, and COPPA; in each case as amended, repealed, consolidated or replaced from time to time.
“Data Subject” means the individual to whom Personal Data relates.
“Europe” means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.
“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.
“European Data Protection Laws” means data protection laws applicable in Europe, 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) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) in respect of the United Kingdom, any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance; in each case, as may be amended, superseded or replaced.
“European Data Protection Laws” means data protection laws applicable in Europe, 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) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) in respect of the United Kingdom, any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance; in each case, as may be amended, superseded or replaced.
“Permitted Affiliates” means any of your Affiliates that (i) are permitted to use the Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within User Data and is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription Services.
“Personal Data Breach” will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
“Privacy Shield” means the EU-U.S. and Swiss-US Privacy Shield self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to its Decision of July, 12 2016 and by the Swiss Federal Council on January 11, 2017 respectively; as may be amended, superseded or replaced.
“Privacy Shield Principles” means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision of July, 12 2016; as may be amended, superseded or replaced.
“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes”, and “Processed” will be construed accordingly.
“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
“Standard Contractual Clauses” means the standard contractual clauses for Processors approved pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010, in the form set out at Annex 4; as may be amended, superseded or replaced.
“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the Subscription Services under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any Edge Factor employee or consultant.
1. Compliance with Laws: Within the scope of the Agreement and in its use of the services, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.
In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of User Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) and ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws. You will inform us without undue delay if you are not able to comply with your responsibilities under this subsection (a) or applicable Data Protection Laws.
2. Indemnities and Liability: You shall indemnify Edge Factor against any and all direct damages in connection with, arising out of or relating to, in whole or in part to the your failure to comply with the obligations under this Agreement or Relevant Legislation.
3. Controller Instructions: The parties agree that the Agreement (including this DPA), together with your use of the Service in accordance with the Agreement, constitute your complete and final Instructions to us in relation to the Processing of Personal Data, and additional instructions outside the scope of the Instructions shall require prior written agreement between us and you.
1. Compliance with Instructions: We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.
Edge Factor shall not use any Personal Data for its own purposes. The processed Personal Data shall remain the property of the Controller and/or the relevant Data Subjects.
2. Rights of the Data Subjects: Edge Factor shall assist you promptly with all requests to exercise your legal rights under applicable law which may be received from the Data Subjects of the Personal Data.
3. Conflict of Laws: Edge Factor shall immediately inform you if, in Edge Factor’s opinion, any instruction from you infringes upon Relevant Legislation. Where necessary, we will cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Services until such time as you issue new lawful Instructions with regard to the Processing.
4. Security Measures: Edge Factor shall implement and employ appropriate technical and organizational measures to protect the Personal Data against unauthorized use or access, loss, destruction, theft or disclosure. Edge Factor shall at least take the security measures described below in order to protect the Personal Data:
More details about the technical and organizational measures that we take to protect Personal Data from Personal Data Breaches can be found in Annex 3 of this DPA ("Security Measures").
Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
5. Confidentiality: Edge Factor shall treat the Personal Data as confidential, and shall ensure that access to the Personal Data is limited to only those employees and contractors who require access to it for the purpose of carrying out the services under the Assignment. Edge Factor shall ensure that all persons authorized to process the Personal Data have committed themselves to confidentiality. Edge Factor shall ensure that all such employees shall comply with all Relevant Legislation.
6. Personal Data Breach: In the case of a Personal Data Breach, Edge Factor shall promptly take all adequate remedial measures to terminate the Personal Data Breach and to mitigate any possible damages. Edge Factor shall notify you of any Personal Data Breach without undue delay after discovering or becoming aware of such incident by contacting the account administrator. Edge Factor shall provide the following information when reporting a Personal Data Breach: the date and time the breach was discovered, the nature of the breach including where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned, the known and expected consequences of the breach, the measures taken by Edge Factor to address the breach, the measures taken by Edge Factor to limit the consequences of the breach, contact information for further information about the breach, and any other relevant information you may reasonably require. You shall provide Edge Factor with up to date contact information for your account administrator(s) and provide updates to those details whenever needed.
7. Deletion or Return of Personal Data: As the controller we only keep Personal Data for as long as someone has an active Edge Factor user account. If a user is inactive on the platform for a period of 24 months we will notify the user that their personal data will soon be deleted. If the user does not login within 30 days of receiving this email we will erase, destroy, and render unreadable, all Personal Data in its entirety in a manner that prevents its physical reconstruction through the use of commonly available file restoration utilities.
We may maintain anonymized or aggregated data, including usage data, for analytics purposes. We may use this anonymous data and aggregated data for any purpose and disclose such data to third parties in our sole discretion. If you have any questions about data retention or deletion, please visit our Contact Us page.
Notwithstanding the foregoing, but subject to all confidentiality, security and other applicable requirements, Edge Factor may retain user data in its backups, audit, and disaster recovery systems until such data is deleted in the ordinary course.
If directed by you in writing we will cease to process Personal Data and will erase, destroy, and render unreadable, such Personal Data in its entirety in a manner that prevents its physical reconstruction through the use of commonly available file restoration utilities.
If directed by you in writing we will return all Personal Data Processed pursuant to this DPA.
This requirement shall not apply to the extent that we are required by applicable law to retain such Personal Data which we will protect from further Processing and delete in accordance with our Deletion Practices.
The Platform provides you with a number of controls that you can use to retrieve, correct, delete, or restrict Personal Data which you can use to assist in connection with your obligations under Data Protection Laws.
You acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Personal Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Relevant Legislation for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations.
You agree that Edge Factor may use subcontractors ("Sub-Processors") to fulfill some of its obligations under the Assignment. We have currently appointed, as Sub-Processors, the Edge Factor Affiliates and third parties listed in Annex 2. You hereby consent to the use of these Sub-Processors by Edge Factor.
Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.
Edge Factor may further subcontract to other Sub-Processors or change existing Sub-Processors. We will notify you if we add or remove Sub-Processors to Annex 2 prior to any such changes, if you opt-in to receive such email notifications by completing the form available here.
You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the Services in accordance with the Agreement, and in particular that Personal Data will be transferred to and Processed by Edge Factor, Inc. in Canada and to other jurisdictions where Edge Factor Affiliates and Sub-Processors have operations. We will ensure such transfers are made in compliance with the requirements of Data Protection Laws.
1. Scope of Section 7: This “Additional Provisions for European Data” section shall apply only with respect to European Data.
2. Roles of the Parties: When Processing European Data in accordance with these Instructions, the parties acknowledge and agree that you are the Controller of European Data and we are the Processor. The details of the processing of Personal Data are described in Annex 1.
3. Instructions: If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.
4. Notification and Objection to New Sub-Processors: We will notify you of any changes to Sub-processors by updating Annex 2 of this DPA and will give you the opportunity to object to the engagement of the new Sub-Processor on reasonable grounds relating to the protection of Personal Data within 30 days after updating Annex 2 to this DPA. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination).
5. Data Protection Impact Assessment and Prior Consultation: To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities to the extent required by European Data Protection Laws.
6. Transfer Mechanisms for Data Transfers: Edge Factor shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
You acknowledge that in connection with the performance of the Services, Edge Factor, Inc. is a recipient of European Data in Canada. The parties acknowledge and agree the following:
The parties agree that (i) purely for the purposes of the descriptions in the Standard Contractual Clauses, Edge Factor, Inc. will be deemed the “data importer” and you (the Customer) will be deemed the “data exporter”, (ii) notwithstanding the foregoing, where the Edge Factor contracting entity under the Agreement is not Edge Factor, Inc., You provide such contracting entity with a mandate to enter into the Standard Contractual Clauses with Edge Factor, Inc. in its name and on its behalf, such contracting entity (not Edge Factor, Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by Edge Factor, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity; and (iii) if and to the extent the Standard Contractual Clauses (where applicable) conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict.
7. Demonstration of Compliance: We will make all information reasonably necessary to demonstrate compliance with this DPA available to you. Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year.
1. Scope of Section 8: The 'Additional Provisions for California Personal Information' section of the DPA will apply only with respect to California Personal Information.
2. Roles of the Parties: When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.
3. Responsibilities: The parties agree that we will Process California Personal Information as a Service Provider strictly for the purpose of performing the Services under the Agreement (the “Business Purpose”) or as otherwise permitted by the CCPA.
1. Amendments: Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment; No Waiver’ section of the Terms of Use will apply.
2. Severability: If any provision of this Agreement shall be deemed unlawful, void or otherwise unenforceable, then such provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Any such unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.
3. Limitation of Liability: Each party and each of their Affiliates' liability, taken in aggregate, arising out of or related to this DPA (and any other DPAs between the parties) and the Standard Contractual Clauses (where applicable), whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the 'Limitation of Liability' section of the Terms of Use and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). For the avoidance of doubt, if Edge Factor, Inc. is not a party to the Agreement, the ‘Limitation of Liability’ section of the Master Terms will apply as between you and Edge Factor, Inc., and in such respect any references to ‘Edge Factor’, ‘we’, ‘us’ or ‘our’ will include both Edge Factor, Inc. and the Edge Factor entity that is a party to the Agreement.
4. Governing Law: This DPA will be governed by and construed in accordance with the ‘Contacting Entity; ‘Applicable Law; Notice’ section of the Terms, unless required otherwise by Data Protection Laws.
5. In case of contradiction between the provisions of this Agreement, the Assignment and earlier agreements on the processing of Personal Data, the provisions of this Agreement prevail unless otherwise expressly stated in this Agreement.
1. Permitted Affiliates: By signing the Agreement, you enter into this DPA on behalf of yourself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of your Permitted Affiliates, thereby establishing a separate DPA between us and each such Permitted Affiliate subject to the Agreement and the ‘General Provisions’ and ‘Parties to this DPA’ sections of this DPA. Each Permitted Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the purposes of this DPA only, and except where indicated otherwise, the terms “Customer”, “you”, and “your” will include you and such Permitted Affiliates.
2. Authorization: The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
3. Remedies: Except where applicable Data Protection Laws require a Permitted Affiliate to exercise a right or seek any remedy under this DPA against us directly by itself, the parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all communication with us under the DPA and will be entitled to make and receive any communication related to this DPA on behalf of its Permitted Affiliates.
4. Other rights: The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.
This Agreement is exclusively governed by the laws of Canada. Any disputes or claims arising out of or related to this Agreement shall exclusively be submitted to the competent courts in Ontario, Canada.
We will Process Personal Data as necessary to provide the Services pursuant to the Agreement, as may be further specified an Order, and as further instructed by you in your use of the Services.
Subject to the 'Deletion or Return of Personal Data' section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
You may submit Personal Data in the course of using the Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
You may submit Personal Data to the Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:
For Students, the personal data can consist of: general identification, authentication and authorization data (i.e. login method you are using), configuration of your user profile (i.e. what grade and classes you are in), personal interests, and any other answers to learning objects that you have interacted with on the service. This is highly configurable.
For Educators, the personal data typically consists of: general identification, contact information, authentication and authorization data, configuration of the user profile, professional interests, and comments or assessments on a student's classwork for a certain class.
For Community Members, the personal data typically consists of: general identification, contact information, authentication and authorization data, configuration of the user profile, and professional interests.
It is an Organization's responsibility to correctly configure the platform through the Privacy Settings page to choose what information they allow Edge Factor to collect. It is also their exclusive responsibility to ensure that this customization is lawful with regards to the applicable laws.
You or Data Subjects may submit Personal Data to Edge Factor through the Software which may concern special categories of data. The extent of this processing is determined and controlled by you (the Controller) in compliance with applicable laws.
6. Processing Activities of Processor
Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:
In accordance with clause 2.9, Edge Factor provides a list of Sub-Processors engaged in the processing already known at the time of execution of this Agreement. The following Sub-Processors are approved at the time of execution of the Agreement by the you (the Controller), and shall be deemed to comply with the Relevant Legislation and the processing requirements set out in the Agreement:
Sub-Processor: Microsoft Azure
Service Provided: Hosting Provider
Location of Sub-Processor: USA and Canada
Transfer Mechanism: EU-US and Swiss-US Privacy Shield Framework
Sub-Processor: Microsoft Azure
Service Provided: Hosting Provider
Location of Sub-Processor: USA and Canada
Transfer Mechanism: EU-US and Swiss-US Privacy Shield Framework
If you would like to receive an email when we make updates to this Annex 2, click here.
We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.
We host our Service infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.
We implement a uniform password policy for our Services. Users who interact with the Services via the user interface must authenticate before accessing non-public user data.
User Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces. Customers are not allowed direct access to the underlying Service infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, personal data, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.
We implement industry standard access controls and detection capabilities for the internal networks that support its products.
Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the Service infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
We implement a Web Application Firewall (WAF) solution to protect our Site and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.
Security reviews of code stored in our source code repositories is performed, checking for coding best practices and identifiable software flaws.
We maintain relationships with industry recognized penetration testing service providers for a minimum of four annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.
A subset of our employees have access to the products and to personal data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is on a need-to-know basis. Employees are granted access by role, and reviews of high risk access are initiated weekly. Employee roles are reviewed at least once every six months.
All Edge Factor employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All Edge Factor employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.
We make HTTPS encryption (also referred to as SSL or TLS) available on every one of our login interfaces. Our HTTPS implementation uses industry standard algorithms and certificates.
We store user passwords following policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is encrypted at rest.
We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Our personnel, including security, operations, and support personnel, are responsive to known incidents.
We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize Service and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.
The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. User data is backed up to multiple durable data stores and replicated across multiple availability zones.
Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.
Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection,
The Customer, as defined in the Edge Factor Terms of Use (the “data exporter”)
And
Edge Factor, 3860 Quarry Road, Lincoln, ON L3J 1X5 (the “data importer”)
each a ‘party’; together ‘the parties’,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
For the purposes of the Clauses:
‘Personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’, and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
‘The exporter’ means the controller who transfers the personal data;
‘The data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
‘The subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
‘The applicable law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
‘Technical and organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
The data exporter agrees and warrants:
1. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
2. that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
3. that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;
4. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
5. that it will ensure compliance with the security measures;
6. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
7. to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
8. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
9. that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
10. that it will ensure compliance with Clause 4(a) to (i).
1. to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
2. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
3. that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;
4. that it will promptly notify the data exporter about:
5. to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
6. at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
7. to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
8. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
9. that the processing services by the subprocessor will be carried out in accordance with Clause 11;
10. to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
1. The parties agree that on the termination of the provision of data-processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.
This Appendix forms part of the Standard Contractual Clauses (the 'Clauses'). Defined terms used in this Appendix 1 shall have the meaning given to them in the Agreement (including the DPA).
The data exporter is the legal entity specified as "Customer" in the DPA.
The data importer is Edge Factor, Inc..
Please see Annex 1 of the DPA, which describes the data subjects.
Please see Annex 1 of the DPA, which describes the categories of data.
The parties do not anticipate the transfer of special categories of data.
Edge Factor, Inc. shall process personal data as necessary to provide the Services to data exporter in accordance with the Agreement.
Please see Annex 1 of the DPA, which describes the processing operations.
This Appendix forms part of the Standard Contractual Clauses (the 'Clauses'). Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
Please see Annex 3 of the DPA, which describes the technical and organizational security measures implemented by Edge Factor.
This Appendix forms part of the Standard Contractual Clauses (the 'Clauses'). This Appendix sets out the parties' interpretation of their respective obligations under specific terms of the Clauses. Where a party complies with the interpretations set out in this Appendix, that party shall be deemed by the other party to have complied with its commitments under the Clauses.
For the purposes of this Appendix, "DPA" means the Data Processing Agreement in place between Customer and Edge Factor and to which these Clauses are incorporated and "Agreement" shall have the meaning given to it in the DPA.
Data exporter agrees that these Clauses constitute data importer's Confidential Information as that term is defined in the Agreement and may not be disclosed by data exporter to any third party without data importer's prior written consent unless permitted pursuant to Agreement. This shall not prevent disclosure of these Clauses to a data subject pursuant to Clause 4(h) or a supervisory authority pursuant to Clause 8.
1. The parties acknowledge that the data importer may process the personal data only on behalf of the data exporter and in compliance with its instructions as provided by the data exporter and the Clauses.
2. The parties acknowledge that if the data importer cannot provide such compliance in accordance with Clause 5(a) and Clause 5(b) for whatever reason, the data importer agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract the affected parts of the Services in accordance with the terms of the Agreement.
3. If the data exporter intends to suspend the transfer of personal data and/or terminate the affected parts of the Services, it shall endeavor to provide notice to the data importer and provide data importer with a reasonable period of time to cure the non-compliance (“Cure Period”).
4. If required, the parties shall reasonably cooperate with each other during the Cure Period to agree what additional safeguards or other measures, if any, may be reasonably required to ensure the data importer's compliance with the Clauses and applicable data protection law.
5. If after the Cure Period the data importer has not or cannot cure the non-compliance then the data exporter may suspend and/or terminate the affected part of the Services in accordance with the provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by the data exporter prior to suspension or termination). The data exporter shall not be required to provide such notice in an instance where it considers there is a material risk of harm to data subjects or their personal data.
1. Data exporter acknowledges and agrees that it exercises its audit right under Clause 5(f) by instructing data importer to comply with the audit measures described in the 'Demonstration of Compliance' section of the DPA.
1. The parties acknowledge the obligation of the data importer to promptly send a copy of any onward subprocessor agreement it concludes under the Clauses to the data exporter.
2. The parties further acknowledge that, pursuant to subprocessor confidentiality restrictions, data importer may be restricted from disclosing onward subprocessor agreements to data exporter. Notwithstanding this, data importer shall use reasonable efforts to require any subprocessor it appoints to permit it to disclose the subprocessor agreement to data exporter.
3. Even where data importer cannot disclose a subprocessor agreement to data exporter, the parties agree that, upon the request of data exporter, data importer shall (on a confidential basis) provide all information it reasonably requires in connection with such subprocessing agreement to data exporter.
1. Any claims brought under the Clauses shall be subject to the terms of use, including but not limited to, the exclusions and limitations set forth in the Agreement. In no event shall any party limit its liability with respect to any data subject rights under these Clauses.
1. The parties acknowledge that, pursuant to FAQ II.1 in Article 29 Working Party Paper WP 176 entitled "FAQs in order to address some issues raised by the entry into force of the EU Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC" the data exporter may provide a general consent to onward subprocessing by the data importer.
2. Accordingly, data exporter provides a general consent to data importer, pursuant to Clause 11 of these Clauses, to engage onward subprocessors. Such consent is conditional on data importer’s compliance with the requirements set out in the 'Notification and Objection to New Sub-Processors' section of the DPA.
1. Data importer agrees that the data exporter will fulfill its obligation to return or destroy all the personal data on the termination of the provision of data-processing services by complying with the 'Deletion or Return of Personal Data' section of the DPA.
Edge Factor
3860 Quarry Road, Lincoln ON, Canada
privacy@edgefactor.com
1 (716) 805-3343
Please provide contact details that can be used for any notifications with regards to personal data protection. If your company has a Data Protection Officer, please add them as an account administrator under your Edge Factor user account.
