Last Updated: August 25, 2022
This Data Processing Addendum ("Addendum") supplements the Foxglove Terms of Service (together with all order forms, the "Agreement") entered into by and between the customer executing this Addendum ("Customer") and Foxglove Technologies Inc. ("Foxglove"). By executing one or more order forms with Foxglove which reference this Addendum, Customer enters into this Addendum on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates (defined below), if any. This Addendum incorporates the terms of the Agreement, and any terms not defined in this Addendum shall have the meaning set forth in the Agreement.
1.1 "Affiliate" means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
1.2 "Authorized Sub-Processor" means a third-party who has a need to know or otherwise access Customer's Personal Data to enable Foxglove to perform its obligations under this Addendum or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this Addendum.
1.3 "Customer Account Data" means personal data that relates to Customer's relationship with Foxglove, including the names or contact information of individuals authorized by Customer to access Customer's account and billing information of individuals that Customer has associated with its account. Customer Account Data also includes any data Foxglove may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.
1.4 "Customer Usage Data" means Service usage data collected and processed by Foxglove in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
1.5 "Data Exporter" means Customer.
1.6 "Data Importer" means Foxglove.
1.7 "Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act ("CCPA"), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) ("EU GDPR" or "GDPR"), (iii) the Swiss Federal Act on Data Protection, (iv) the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (v) the UK Data Protection Act 2018; and (vi) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms "Data Subject", "Personal Data", "Personal Data Breach", "processing", "processor", "controller", and "supervisory authority" shall have the meanings set forth in the GDPR.
1.8 "EU SCCs" means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).
1.9 "ex-EEA Transfer" means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the "EEA"), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
1.10 "ex-UK Transfer" means the transfer of Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the "UK"), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
1.11 "Services" shall have the meaning set forth in the Agreement.
1.12 "Standard Contractual Clauses" means the EU SCCs and the UK SCCs.
1.13 "UK SCCs" means the standard contractual clauses approved by the European Commission for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission, being either (i) controller-to-processor clauses as approved by the European Commission in Commission Decision 2010/87/EU, dated 5 February 2010 (as amended and updated from time to time) ("UK Controller-to-Processor SCCs"); or (ii) controller-to-controller clauses as approved by the European Commission in Commission Decision 2004/915/EC, dated 27 December 2004 (as amended and updated from time to time) ("UK Controller-to-Controller SCCs").
2. Relationship of the Parties; Processing of Data
2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this Addendum or the Agreement, Foxglove is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer's instructions will not cause Foxglove to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Foxglove by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Foxglove regarding the processing of such Personal Data. Customer shall not provide or make available to Foxglove any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Foxglove from all claims and losses in connection therewith.
2.2 Foxglove shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this Addendum or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which Foxglove is subject; in such a case, Foxglove shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Foxglove to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.
2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this Addendum.
2.4 Following completion of the Services, at Customer's choice, Foxglove shall return or delete Customer's Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Foxglove shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Customer and Foxglove have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the UK SCCs and Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Foxglove to Customer only upon Customer's request.
2.5 CCPA. Except with respect to Customer Account Data and Customer Usage Data, the parties acknowledge and agree that Foxglove is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a business purpose. Foxglove shall not sell any such personal information. Foxglove shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms "personal information", "service provider", "sale", and "sell" are as defined in Section 1798.140 of the CCPA. Foxglove certifies that it understands the restrictions of this Section 2.5.
Foxglove shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Foxglove's confidentiality obligations in the Agreement. Customer agrees that Foxglove may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this Addendum, the Agreement, or the provision of Services to Customer.
4. Authorized Sub-Processors
4.1 Customer acknowledges and agrees that Foxglove may (1) engage its affiliates and the Authorized Sub-Processors on the List (defined below) to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this Addendum, Customer provides general written authorization to Foxglove to engage sub-processors as necessary to perform the Services.
4.2 A list of Foxglove's current Authorized Sub-Processors (the "List") is available on Foxglove's website. Such List may be updated by Foxglove from time to time. Foxglove will provide a mechanism to subscribe to notifications (which may include but are not limited to email) of new Authorized Sub-Processors and Customer, if it wishes, will subscribe to such notifications where available. If Customer does not subscribe to such notifications, Customer will have waived any right it may have to prior notice of changes to Authorized Sub-Processors. At least ten (10) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, Foxglove will add such third party to the List and notify subscribers, including Customer, via the aforementioned notifications. Customer may object to such an engagement by informing Foxglove in writing within ten (10) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Foxglove from offering the Services to Customer.
4.3 If Customer reasonably objects to an engagement in accordance with Section 4.2, and Foxglove cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Foxglove. Discontinuation shall not relieve Customer of any fees owed to Foxglove under the Agreement.
4.4 If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Foxglove, that third party will be deemed an Authorized Sub-Processor for the purposes of this Addendum.
4.5 Foxglove will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on Foxglove under this Addendum with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with Foxglove, Foxglove will remain liable to Customer for the performance of the Authorized Sub-Processor's obligations under such agreement.
4.6 If Customer and Foxglove have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer's prior written consent to the subcontracting by Foxglove of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Foxglove to Customer pursuant to Clause 5(j) of the UK SCCs or Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by Foxglove beforehand, and that such copies will be provided by Foxglove only upon request by Customer.
5. Security of Personal Data
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, Foxglove shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about Foxglove's technical and organizational security measures.
6. Transfers of Personal Data
6.1 The parties agree that Foxglove may transfer Personal Data processed under this Addendum outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Foxglove's primary processing operations take place in the United States, and that the transfer of Customer's Personal Data to the United States is necessary for the provision of the Services to Customer. If Foxglove transfers Personal Data protected under this Addendum to a jurisdiction for which the European Commission has not issued an adequacy decision, Foxglove will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.
6.2 Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:
6.2.1 Module One (Controller to Controller) of the EU SCCs apply when Foxglove is processing Personal Data as a controller pursuant to Section 9 of this Addendum.
6.2.2 Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Foxglove is processing Personal Data for Customer as a processor pursuant to Section 2 of this Addendum.
6.2.3 Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Foxglove is processing Personal Data on behalf of Customer as a sub-processor.
6.3 For each module, where applicable the following applies:
6.3.1 The optional docking clause in Clause 7 does not apply.
6.3.2 In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this Addendum;
6.3.3 In Clause 11, the optional language does not apply;
6.3.4 All square brackets in Clause 13 are hereby removed;
6.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by Irish law;
6.3.6 In Clause 18(b), disputes will be resolved before the courts of Ireland;
6.3.7 Exhibit B to this Addendum contains the information required in Annex I of the EU SCCs;
6.3.8 Exhibit C to this Addendum contains the information required in Annex II of the EU SCCs; and
6.3.9 By entering into this Addendum, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.
6.4 Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and completed as follows:
6.4.1 References to the GDPR will be deemed to be references to the UK GDPR and the UK Data Protection Act 2018, references to "supervisory authorities" will be deemed to be references to the UK Information Commissioner, and references to "Member State(s)" or the EU will be deemed to be references to the UK.
6.4.2 The UK Controller-to-Processor SCCs apply when Foxglove processes Customer's Personal Data as a processor. The illustrative indemnification clause does not apply. In Clause 4(f) the language "adequate protection within the meaning of Directive 95/46/EC" is deleted and replaced with "a level of data protection that is considered adequate under, or equivalent to, the applicable data protection law." Clause 9, Governing Law, shall read "The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws." In Clause 11(3), the language ", namely…" at the end of the sentence is hereby deleted. Exhibit B of this Addendum serves as Appendix I of the UK Controller-to-Processor SCCs. Exhibit C of this Addendum serves as Appendix II of the UK Controller-to-Processor SCCs.
6.4.3 The UK Controller-to-Controller SCCs apply when Foxglove processes Customer's Personal Data as a controller pursuant to Section 9 of this Addendum. Clause II(h) of the UK Controller-to-Controller SCCs shall be deemed to state that Foxglove will process Personal Data in accordance with the data processing principles set forth in Annex A of the UK Controller-to-Controller SCCs. The illustrative commercial clause does not apply. Clause IV (Governing Law) shall read "The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws." Exhibit B of this Addendum serves as Annex B of the UK Controller-to-Controller SCCs.
6.4.4 The parties acknowledge and agree that if any of the UK SCCs are replaced or superseded by new standard contractual clauses issued and approved pursuant to Article 46 of the UK GDPR and related provisions of the UK Data Protection Act 2018 ("New UK SCCs"), the Data Importer may give notice to the Data Exporter and, with effect from the date set forth in such notice, the application of the UK SCCs set forth in this Addendum shall be amended so that the UK SCCs cease to apply to ex-UK Transfers, and the New UK SCCs specified in such notice shall apply going forward. To the extent that the use of the New UK SCCs require the parties to complete additional information, the parties shall reasonably and promptly work together to complete such additional information.
6.5 Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications:
6.5.1 The terms "General Data Protection Regulation" or "Regulation (EU) 2016/679" as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the "FADP", and as revised as of 25 September 2020, the "Revised FADP") with respect to data transfers subject to the FADP.
6.5.2 The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP.
6.5.3 Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner ("FDPIC") of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be observed.
6.5.4 The term "EU Member State" as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.
6.6 Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:
6.6.1 As of the date of this Addendum, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Customer's Personal Data ("Government Agency Requests");
6.6.2 If, after the date of this Addendum, the Data Importer receives any Government Agency Requests, Foxglove shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. As part of this effort, Foxglove may provide Customer's basic contact information to the government agency. If compelled to disclose Customer's Personal Data to a law enforcement or government agency, Foxglove shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless Foxglove is legally prohibited from doing so. Foxglove shall not voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this Addendum should be suspended in the light of the such Government Agency Requests; and
6.6.3 The Data Exporter and Data Importer will meet as needed to consider whether: (i) the protection afforded by the laws of the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be; (ii) additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and (iii) it is still appropriate for Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the parties, together with guidance provided by the supervisory authorities.
6.6.4 If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws.
6.6.5 If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this Addendum cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.
7. Rights of Data Subjects
7.1 Foxglove shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject's right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively "Data Subject Request(s)"). If Foxglove receives a Data Subject Request in relation to Customer's data, Foxglove will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Foxglove, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.
7.2 Foxglove shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer's obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Foxglove's assistance and (ii) Foxglove is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Foxglove.
8. Actions and Access Requests; Audits
8.1 Foxglove shall, taking into account the nature of the processing and the information available to Foxglove, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Foxglove.
8.2 Foxglove shall, taking into account the nature of the processing and the information available to Foxglove, provide Customer with reasonable cooperation and assistance with respect to Customer's cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Foxglove.
8.3 Foxglove shall maintain records sufficient to demonstrate its compliance with its obligations under this Addendum, and retain such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice to Foxglove, have the right to review, audit and copy such records at Foxglove's offices during regular business hours.
8.4 Upon Customer's written request at reasonable intervals, and subject to reasonable confidentiality controls, Foxglove shall, either (i) make available for Customer's review copies of certifications or reports demonstrating Foxglove's compliance with prevailing data security standards applicable to the processing of Customer's Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer's independent third party representative to conduct an audit or inspection of Foxglove's data security infrastructure and procedures that is sufficient to demonstrate Foxglove's compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Foxglove's business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Foxglove for any time expended for on-site audits. If Customer and Foxglove have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 5(f) and Clause 12(2) of the UK SCCs and Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4.
8.5 Foxglove shall immediately notify Customer if an instruction, in Foxglove's opinion, infringes the Data Protection Laws or Supervisory Authority.
8.6 In the event of a Personal Data Breach, Foxglove shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Foxglove in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Foxglove's reasonable control).
8.7 In the event of a Personal Data Breach, Foxglove shall, taking into account the nature of the processing and the information available to Foxglove, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
8.8 The obligations described in Sections 8.6 and 8.7 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Foxglove's obligation to report or respond to a Personal Data Breach under Sections 8.6 and 8.7 will not be construed as an acknowledgement by Foxglove of any fault or liability with respect to the Personal Data Breach.
9. Foxglove's Role as a Controller
Details of Processing
Nature and Purpose of Processing: Foxglove will process Customer's Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this Addendum, and in accordance with Customer's instructions as set forth in this Addendum.
Categories of Data Subjects: Customer's employees, consultants, contractors, and/or agents.
Categories of Personal Data: Foxglove processes Personal Data contained in Customer Account Data, Customer Usage Data, and any Personal Data provided by Customer or collected by Foxglove in order to provide the Services or as otherwise set forth in the Agreement or this Addendum. Categories of Personal Data include name, email, address, job title, unique identifiers, and IP address.
Sensitive Data or Special Categories of Data: Customers are prohibited from providing sensitive personal data or special categories of data to Foxglove, including any data which discloses the criminal history of any persons.
The following includes the information required by Annex I and Annex III of the EU SCCs, and Appendix 1 of the UK SCCs.
1. The Parties
Name: Customer, as stated and defined in the Agreement.
Address: Customer's registered business address, and any address provided to Foxglove at the time that Customer uses the Services.
Contact person's name, position and contact details: Customer's contact for the purposes of the Clauses will be the contact of the person that properly accepts and binds Customer to the Agreement unless another contact person's information is specifically provided to Foxglove in writing.
Activities relevant to the data transferred under these Clauses: As described in Section 2 of the Addendum.
Signature and date: The UK SCC's and EU SCC's will be considered executed upon Customer's proper acceptance of the Agreement referencing this Addendum.
Role (controller/processor): Controller
Name: Foxglove Technologies Inc.
Address: 548 Market St #21536, San Francisco, CA 94104, United States
Activities relevant to the data transferred under these Clauses: As described in Section 2 of the Addendum.
Signature and date:
/s/ Adrian Macneil, CEO
August 25, 2022
Role (controller/processor): Processor
2. Description of the Transfer
|Data Subjects||The data exporter may submit personal data to the data importer through its software, services, systems, products, and/or technologies, the extent of which is determined and controlled by the data exporter in compliance with applicable data protection laws and regulations, and which may include but is not limited to personal data relating to the following categories of data subjects: data exporter's employees, consultants, contractors, and/or agents.|
|Categories of Personal Data||The personal data transferred concern the following categories of data: Any personal data comprised in all data and information submitted by data exporter to data importer's software, services, systems, products, and/or technologies, which may include name, contact information, and information about security practices and compliance.|
|Special Category Personal Data (if applicable)||Data exporters are prohibited from providing sensitive data or special categories to data importer.|
|Nature of the Processing||Data is processed in order for Customer to manage its information security and data privacy programs and evidence said programs for third-party audit.|
|Purposes of Processing||To fulfill each party's obligations under the Agreement.|
|Duration of Processing and Retention (or the criteria to determine such period)||During the term of the Agreement.|
|Frequency of the transfer||During the term of the Agreement on a periodic basis throughout the day and/or at the discretion of the customer.|
|Recipients of Personal Data Transferred to the Data Importer||See List of Authorized Sub-Processors.|
3. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13.
Description of the Technical and Organisational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs and Appendix 2 of the UK SCCs.
|Technical and Organizational Security Measure||Details|
|Measures of pseudonymisation and encryption of personal data||Foxglove has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Databases housing sensitive customer data are encrypted at rest. Foxglove uses only recommended secure cipher suites and protocols to encrypt all traffic in transit and Customer Data is securely encrypted with strong ciphers and configurations when at rest.|
|Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services||Foxglove's customer agreements contain strict confidentiality obligations. Additionally, Foxglove requires every downstream sub-processor to sign confidentiality provisions that are substantially similar to those contained in Foxglove's customer agreements.|
Foxglove has undergone a SOC 2 Type II audit that includes the Security and Processing Integrity Trust Service Criteria.
|Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident||Daily, weekly and monthly backups of production datastores are taken.|
Backups are periodically tested in accordance with information security and data management policies.
|Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing||Foxglove has undergone a SOC 2 Type II audit that includes the Security and Processing Integrity Trust Service Criteria.|
|Measures for user identification and authorization||Foxglove uses secure access protocols and processes and follows industry best-practices for authentication, including Multifactor Authentication and Single Sign On (SSO). All production access requires the use of two-factor authentication, and network infrastructure is securely configured to vendor and industry best practices to block all unnecessary ports, services, and unauthorized network traffic.|
|Measures for the protection of data during transmission||Foxglove has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Foxglove uses only recommended secure cipher suites and protocols to encrypt all traffic in transit (i.e. TLS 1.2+)|
|Measures for the protection of data during storage||Encryption-at-rest is automated using Google Cloud Platform's transparent disk encryption, which uses industry standard AES-256 encryption to secure all volume (disk) data. All keys are fully managed by Google.|
|Measures for ensuring physical security of locations at which personal data are processed||All Foxglove processing occurs in physical data centers that are managed by Google.|
|Measures for ensuring events logging||Foxglove monitors access to applications, tools, and resources that process or store Customer Data, including cloud services. Monitoring of security logs is managed by the security and engineering teams. Log activities are investigated when necessary and escalated appropriately.|
|Measures for ensuring system configuration, including default configuration||Foxglove adheres to a change management process to administer changes to the production environment for the Services, including changes to its underlying software, applications, and systems. All production changes are automated through CI/CD tools to ensure consistent configurations.|
|Measures for internal IT and IT security governance and management||Foxglove maintains a risk-based information security governance program. The framework for Foxglove's security program includes administrative, organizational, technical, and physical safeguards reasonably designed to protect the Services and confidentiality, integrity, and availability of Customer Data.|
|Measures for certification/assurance of processes and products||Foxglove undergoes annual SOC 2 Type II audits.|
|Measures for ensuring data minimisation||Foxglove's Customers unilaterally determine what Customer PII Data they route through the Services. As such, Foxglove operates on a shared responsibility model. Foxglove gives Customers control over exactly what PII data enters the platform. Additionally, Foxglove has built in self-service functionality to the Services that allows Customers to delete and suppress PII at their discretion.|
|Measures for ensuring data quality||Foxglove has a multi-tiered approach for ensuring data quality. These measures include: (i) unit testing to ensure quality of logic used to process API calls, (ii) database schema validation rules which execute against data before it is saved to our database, (iii) a schema-first REST API design and strong typing to enforce a strict contract between official clients and APIs. Foxglove applies these measures across the board, both to ensure the quality of any Usage Data that Foxglove collects and to ensure that the Services are operating within expected parameters.|
Foxglove ensures that data quality is maintained from the time a Customer sends Customer Data into the Services and until that Customer Data is presented or exported.
|Measures for ensuring limited data retention||Foxglove Customers unilaterally determine what Customer Data they route through the Services. As such, Foxglove operates on a shared responsibility model. If a Customer is unable to delete Customer PII Data via the self-services functionality of the Services, then Foxglove deletes Customer Data upon the Customer's written request, within the timeframe specified in the Data Protection Addendum and in accordance with Applicable Data Protection Law. All Customer Data is deleted from the Services following service termination.|
|Measures for ensuring accountability||Foxglove has adopted measures for ensuring accountability, such as implementing data protection and information security policies across the business, recording and reporting Security Incidents involving Personal Data, and formally assigning roles and responsibilities for information security and data privacy functions. Additionally, Foxglove conducts regular third-party audits to ensure compliance with our privacy and security standards.|
|Measures for allowing data portability and ensuring erasure||All PII in the Services may be deleted by the Customer or at the Customer's request.|
PII is incidental to Foxglove's Services. Based on Privacy by Design and Data Minimization principles, Foxglove severely limits the instances of PII collection and processing within the Services. Most use cases for porting PII from Foxglove are not applicable. However, Foxglove will respond to all requests for data porting in order to address Customer needs.
|Technical and organizational measures of sub-processors||Foxglove enters into Data Processing Agreements with its Authorized Sub-Processors with data protection obligations substantially similar to those contained in this Addendum.|