Data Processing Agreement
Date of Last Revision: December 6, 2018
BETWEEN: The entity specified as “Customer” or “Subscriber” in the Service Agreement described below (the “Data Controller”), whose privacy officer can be contacted as specified in the Service Agreement or ancillary documents;
AND Ayla Networks, Inc., a company incorporated under the laws of Delaware, having its principal place of business at 4250 Burton Dr., Suite 100, Santa Clara, CA 94054 (hereinafter to be referred to as the “Data Processor”), whose privacy officer can be contacted at: firstname.lastname@example.org.
1. The subject matter of this Data Processing Agreement
1.1. This Data Processing Agreement (“DPA”) applies exclusively to the processing of personal data that is subject to applicable data protection laws in the scope of the agreement between the parties for the provision of certain services, hereinafter, the “Service Agreement”.
1.2. Terms such as ‘processing’, ‘personal data’, ‘data subject’, “Data Controller” and “Data Processor” shall have the meaning ascribed to them in the EU data protection laws.
2. The Data Controller and the Data Processor
2.1. The Data Controller will determine the scope, purposes, and manner by which the personal data may be accessed or processed by the Data Processor. The Data Processor will process the personal data only as set forth in Data Controller’s written instructions.
2.2. The Data Processor will only process personal data on documented instructions of the Data Controller in such manner as and to the extent that is appropriate for the provision of the services, except as required to comply with a legal obligation to which the Data Processor is subject. In such a case, the Data Processor shall inform the Data Controller of such obligation before processing, unless prohibited from furnishing such information to the Data Controller. The Data Processor shall never process personal data in a manner inconsistent with the Data Controller’s documented instructions. The Data Processor shall immediately inform the Data Controller if, in its opinion, an instruction infringes EU data protection provisions.
2.3. The parties have entered into a Service Agreement in order to benefit from the expertise of the Data Processor in securing and processing the personal data for the purpose of providing an IoT solution to Data Controller through a platform as a service model. The Data Processor shall be allowed to exercise its discretion in the selection and use of such means it considers necessary to pursue those purposes, subject to the requirements of this DPA.
2.4. Data Controller warrants that it has all necessary rights to provide the personal data to Data Processor for the processing to be performed in relation to the services. To the extent required by applicable data protection law, Data Controller is responsible for ensuring that any necessary data subject consents to this processing are obtained, and for ensuring that a record of such consents is maintained. If such consent is revoked by the data subject, Data Controller is responsible for communicating such revocation to the Data Processor, and Data Processor shall implement Data Controller’s instruction regarding the further processing of that personal data.
3.1. Without prejudice to any existing contractual arrangements between the parties, the Data Processor shall treat all personal data as strictly confidential, and it shall inform its employees, agents, and/or approved subprocessors who are engaged in processing of the confidential nature of personal data. The Data Processor shall ensure that all such persons or parties have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.
4.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, without prejudice to any other security standards agreed upon by the parties, the Data Controller and Data Processor shall implement appropriate technical and organizational measures to ensure a level of security of the processing of personal data appropriate to the risk. These measures shall include as appropriate:
(a) measures to ensure that the personal data can be accessed only by authorized personnel for the purposes set forth in this DPA;
(b) In assessing the appropriate level of security, the parties shall consider the risks presented by processing, for example from accidental or unlawful destruction, loss, or alteration, unauthorized or unlawful storage, processing, access or disclosure of personal data;
(c) the pseudonymization and encryption of personal data;
(d) the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services;
(e) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
(f) a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of personal data;
(g) measures to identify vulnerabilities with regard to the processing of personal data in systems used to provide services to the Data Controller.
4.2. The Data Processor shall have in place an appropriate written security policy with respect to the processing of personal data, outlining the measures set forth in Article 4.1.
4.3. At the request of the Data Controller, the Data Processor shall demonstrate the measures it has taken pursuant to this Article 4 and shall allow the Data Controller to audit and test such measures. Upon at least 90 days’ prior written notice to the Data Processor, the Data Controller may audit the Data Processor´s operations as these relate to the personal data. The Data Processor shall cooperate with such audits and shall grant the Data Controller´s auditors reasonable access to any premises and devices involved with the processing of the personal data which are under Data Processor’s control.
5. Improvements to Security
5.1. The parties acknowledge that security requirements are constantly changing and that effective security requires frequent evaluation and regular improvements of outdated security measures. The Data Processor will, therefore, evaluate the measures on an on-going basis and will improve these measures in order to maintain compliance with the requirements set out in Article 4. The parties will negotiate in good faith the cost, if any, to implement material changes required by specific updated security requirements set forth in applicable data protection law or by data protection authorities of competent jurisdiction.
6. Data Transfers
6.1. The Data Processor shall notify the Data Controller of any planned transfers of personal data to a country outside of the European Economic Area (EEA) and shall only perform such transfer after obtaining authorization from the Data Controller, which may not be unreasonably withheld, or in accordance with the Standard Contractual Clauses.
6.2. To the extent that the Data Controller or the Data Processor are relying on a specific statutory mechanism to normalize international data transfers that is subsequently modified, revoked, or held in a court of competent jurisdiction to be invalid, the Data Controller and the Data Processor agree to cooperate in good faith to promptly terminate the transfer or to pursue a suitable alternate mechanism that can lawfully support the transfer.
6.3. The Standard Contractual Clauses and the terms of this section will apply to all processing of personal data by Data Controller where the personal data is transferred from the EEA to outside the EEA, either directly or via onward transfer, to any country or recipient: (a) not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the data protection laws), and (b) not covered by a suitable framework recognized by the relevant authorities as providing an adequate level of protection for personal data, including Binding Corporate Rules or a valid safe harbor framework.
For data subjects located in the People’s Republic of China (PRC), any personal data will not be transferred outside of the PRC without the express consent of any applicable government authority. The data subject shall be responsible for obtaining such consent.
7. Information Obligations and Incident Management
7.1. When the Data Processor becomes aware of an incident that impacts the processing of personal data, it shall promptly notify the Data Controller about the incident, shall at all times cooperate with the Data Controller, and shall follow the Data Controller’s instructions regarding such incidents so that the Data Controller can perform a thorough investigation of the incident, to formulate a correct response, and to take suitable further steps.
7.2. The term “incident” used in Article 7.1 shall mean:
(a) a complaint or request with respect to the exercise of a data subject’s rights under EU data protection law;
(b) an investigation into or seizure of the personal data by government officials, or a specific indication that such an investigation or seizure is imminent;
(c) any unauthorized or accidental access, processing, deletion, loss or any form of unlawful processing of the personal data;
(d) any breach of the security or confidentiality as set out in Articles 3 and 4 of this DPA leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data, or any indication of such breach has occurred or is about to occur;
(e) where, in the opinion of the Data Processor, implementing an instruction received from the Data Controller would violate applicable laws to which the Data Controller or the Data Processor are subject.
7.3. The Data Processor shall have in place written procedures which enable it to promptly respond to the Data Controller about an incident. Where the incident is reasonably likely to require a data breach notification by the Data Controller under applicable EU data protection law, the Data Processor shall implement its written procedures in such a way so that it can notify the Data Controller no later than 24 hours of having become aware of such an incident.
7.4. Any notifications made to the Data Controller shall be addressed to the employee(s) of the Data Controller whose contact details are provided in the Service Agreement, and shall contain:
(a) a description of the nature of the incident, including possible categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
(b) the name and contact details of the Data Processor’s data protection officer or another contact point where more information can be obtained;
(c) a description of the likely consequences of the incident; and
(d) a description of the measures taken or proposed to be taken by the Data Processor to address the incident including any measures to mitigate its possible adverse effects.
8. Contracting with Sub-Processors
8.1. The Data Controller authorizes the Data Processor to engage subprocessors in the country locations for activities related to the Service Agreement as described online at https://www.aylanetworks.com/legal. Data Processor shall inform the Data Controller of any addition or replacement of such sub-processors by posting such addition or replacement at the site specified. The Data Controller shall have an opportunity to object to such changes.
8.2. Notwithstanding any authorization by the Data Controller within the meaning of the preceding paragraph, the Data Processor shall remain fully liable vis-à-vis the Data Controller for the performance of any such subprocessor that fails to fulfill its data protection obligations.
8.3. The Data Processor shall ensure that the subprocessor is bound by the same data protection obligations of the Data Processor under this Data Processing Agreement, shall supervise compliance thereof, and impose on its subprocessors the obligation to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of EU data protection law.
8.4. The Data Controller may request that the Data Processor audit a subprocessor or provide confirmation that such an audit has occurred (or, where available, obtain or assist Data Controller in obtaining an audit report concerning the subprocessor’s operations) to ensure compliance with its obligations in conformity with this DPA. Both parties agree that if a subprocessor provides third-party attestation of adherence to an approved code of conduct or certification mechanism pursuant to Article 42 of the GDPR, such attestation shall be sufficient for this audit requirement.
9. Returning or Destruction of Personal Data
9.1. Upon termination of this DPA, upon the Data Controller’s written request, or upon fulfillment of all purposes agreed in the Service Agreement whereby no further processing is required, the Data Processor shall, at the discretion of the Data Controller, either delete, destroy or return all personal data to the Data Controller and destroy or return any existing copies.
9.2. The Data Processor shall notify all subprocessors of the termination of the DPA and shall ensure that all such subprocessors either destroy the personal data or return the personal data to the Data Controller, at the discretion of the Data Controller.
10. Assistance to Data Controller
10.1. The Data Processor shall assist the Data Controller by appropriate technical and organizational measures, to the extent possible, in fulfilling the Data Controller’s obligation to respond to requests for exercising the data subject’s rights under the GDPR.
10.2. The Data Processor shall assist the Data Controller in ensuring compliance with the obligations pursuant to Section 4 (Security) and prior consultations with supervisory authorities required under Article 36 of the GDPR, taking into account the nature of processing and the information available to the Data Processor.
10.3. The Data Processor shall make available to the Data Controller all information necessary to demonstrate compliance with the Data Processor’s obligations and allow for and contribute to audits, including inspections, conducted by the Data Controller.
11. Duration and Termination
11.1. This DPA shall be effective as of the effective date of the Service Agreement.
12.1. In the event of any inconsistency between the provisions of this DPA and the provisions of the Service Agreement, the provisions of this DPA shall prevail.
By signing or accepting the Service Agreement, the Data Controller and Data Processor have agreed to the terms of this DPA with the EU Standard Contractual Clauses.
Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC, the GDPR or other applicable privacy legislation for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection
COMPANY, having an office at the address specified in the Agreement or as otherwise specified herein (“Data Exporter” or “Company”);
Ayla Networks, Inc., having offices at 4250 Burton Drive, Ste. 100, Santa Clara, CA 95054, USA (“Data Importer” or “Ayla”),
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:
(a) “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;
(b) “the data exporter” means the controller who transfers the personal data;
(c) “the date 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 with the meaning of Article25(l) of Directive 95/46/EC;
(d) “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;
(e) “the applicable data protection 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 in the United Kingdom; and
(f) “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.
Details of the transfer
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.
Third-party beneficiary clause
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 bodies if the data subject so expressly wishes and if permitted by national law.
Obligations of Company
The data exporter agrees and warrants:
(a) 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;
(b) 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;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;
(d) 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, unauthorised 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;
(e) that it will ensure compliance with the security measures;
(f) 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;
(g) 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;
(h) 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 sub-processing 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;
(i) that, in the event of sub-processing, 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
(j) that it will ensure compliance with Clause 4(a) to (i).
Obligations of Ayla
The data importer agrees and warrants:
(a) 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;
(b) 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;
(c) that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorized access; or
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;
(e) 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;
(f) 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;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, 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;
(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11; and
(j) 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 sub-processor 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.
Mediation and jurisdiction
1. The data importer agrees that if the data subject invokes against its third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority; or
(b) to refer the dispute to the courts in the JURISDICTION OF DATA EXPORTER.
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.
Cooperation with supervisory authorities
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 JURISDICTION OF DATA EXPORTER.
Variation of the contract
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 sub-processor 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 sub-processing of the contract referred to in paragraph 1 shall be governed by the laws of JURISDICTION OF DATA EXPORTER.
4. The data exporter shall keep a list of sub-processing 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.
Obligation after the termination of personal data processing services
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 sub-processor 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.
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
The company is a manufacturer or distributor of certain products or has licensed certain services offered by Ayla.
A US-based Internet of Things software company that provides software, cloud services or services to Company and its affiliates.
The following pieces of personal data are required for the Ayla services to function, and are always collected:
• User's email address or account name, user-generated password
• Product's IP address (both WAN and LAN)
• Device type, browser type operating system and application version
• Also collected, but anonymized by the product before transmission to the cloud: BSSIDs of Wi-Fi Access Points that the product can see (used for debugging purposes)
The personal data transferred may include the following categories of data, as determined by Company in its sole discretion: Account name, first name, last name, street address, city, state, postal code, country, phone number, country code, location of the device (derived from IP address, supplied by user, other mechanisms), product’s MAC address, SSID of user’s Wi-Fi network, Wi-Fi network password, device schedules, device type, browser type, operating system and application version and certain other device properties.
Special categories of data (if appropriate):
No special categories of data will be transferred to Ayla
The personal data transferred will enable Ayla to:
1. Perform diagnostics on the performance of the services with respect to the users;
2. Provide support to Company in connection with the services; and
3. Fulfill its obligations to Company under the agreement between Ayla and the Company.
APPENDIX 2 TO THE STANDARD CONTRACTUAL 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):
Ayla has implemented and will implement and maintain appropriate technical, administrative, physical and organizational measures to adequately safeguard and protect the security and confidentiality of personal data against accidental, unauthorized or unlawful destruction, alteration, modification, processing, disclosure, loss, or access as set forth in Security provisions of the Data Protection Agreement (with EU Standard Contractual Clauses).