This Data Processing Addendum (“DPA”) supplements the Enterprise Terms (the “Agreement”) entered into by and between Customer and Nebulock, Inc. (“Company”) (together with Customer the “Parties”). This DPA incorporates the terms of the Agreement, and any capitalized terms that are used but not defined in this DPA shall have the meanings set forth in the Agreement.
1.1 “Authorized Subprocessor” means a third-party entity engaged by Company to process Personal Data in order to provide the Services and that has been approved by Customer in accordance with Section 6.
1.2 “Company Account Data” means personal data that relates to Company’s relationship with Customer, 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.
1.3 “Company Usage Data” means Service usage data collected and processed by Company 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 similar data.
1.4 “Data Privacy Framework” means, as applicable, EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and/or the Swiss-U.S. Data Privacy Framework.
1.5 “Data Subject” means a natural person whose Personal Data is protected by Privacy Laws. For the avoidance of doubt, “Data Subject” includes the term “Consumer” under Privacy Laws.
1.6 “Data Subject Request” means a request from a Data Subject to exercise their rights over Personal Data afforded pursuant to Privacy Laws.
1.7 “EU SCCs” means 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), as modified by Section 9 of this DPA.
1.8 “ex-EEA Transfer” means the transfer of Personal Data subject to the GDPR from the European Economic Area (the “EEA”), to a country where the transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
1.9 “ex-UK Transfer” means the transfer of Personal Data subject to Chapter V of the UK GDPR from outside the United Kingdom (the “UK”) where 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.
1.10 “Personal Data” means any information provided to Company by or on behalf of Customer in connection with the Services that relates to an identified or identifiable Data Subject and constitutes “personal data,” “personal information,” or equivalent term under Privacy Laws.
1.11 “Privacy Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the processing of Personal Data including, each to the extent applicable: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and 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”) (together, collectively, the “GDPR”), (ii) the Swiss Federal Act on Data Protection, (iii) the UK Data Protection Act 2018, (iv) the Privacy and Electronic Communications (EC Directive) Regulations 2003, (v) and U.S. state comprehensive privacy laws, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act of 2020 (the “CCPA”), and (; in each case, as updated, amended or replaced from time to time. The terms “affiliates,” “business purpose,” “Controller,” “Processor,” “process” or “processing,” “sell,” “share,” or “supervisory authority,” shall have the meanings set forth for those or equivalent terms under Privacy Laws. For the avoidance of doubt, the terms “Controller” and “Processor” include “Business” and “Service Provider,” respectively, as defined in the CCPA.
1.12 “Standard Contractual Clauses” means, as applicable, the EU SCCs and the UK SCCs.
1.13 “UK Addendum” means the template International Data Transfer Addendum issued by the Information Commissioner and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022 (as may be amended from time to time), as completed by Exhibit D.
1.14 “UK SCCs” means the EU SCCs, as amended by the UK Addendum.
2.1 Except as expressly set forth in this DPA or the Agreement, with respect to Personal Data, Customer is the Controller and Company is a Processor, or to the extent Customer is a Processor to a third-party Controller, Company is a subprocessor.
2.2 Company shall process Personal Data only (i) for purposes set forth in the Agreement, (ii) in a manner consistent with the documented instructions provided by Customer, which shall include the Agreement and this DPA, and (iii) as required by Privacy Laws or a supervisory authority; in such case, Company shall inform Customer of that legal requirement before processing to the extent legally permitted. The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects involved, are described in Exhibit A to this DPA.
5.1 Company shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA. Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Company shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Company’s compliance with prevailing data security standards applicable to the processing of Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Privacy Laws, allow Customer’s independent third party representative to conduct an audit or inspection of Company’s data security infrastructure and procedures that is sufficient to demonstrate Company’s compliance with its obligations under Privacy 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 Company’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 Company for any time expended for on-site audits. If Customer and Company have entered into Standard Contractual Clauses as described in Section 9 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 5.2.
5.2 To the extent permitted under Privacy Laws, if Customer determines that Company is processing Personal Data in an unauthorized manner, Customer may, taking into account nature of Company’s processing and the nature of the Personal Data processed by Company on behalf of Customer, and upon providing prior written notice, take commercially reasonable and appropriate steps to stop and remediate such unauthorized processing as set forth in this DPA.
6.1 Customer acknowledges and agrees that Company may (1) engage its affiliates as well as the Authorized Subprocessors listed in Exhibit B to this DPA 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 pursuant to Section 6.2. By way of this DPA, Customer provides general written authorization to Company to engage subprocessors as necessary to perform the Services.
6.2 A list of Company’s current Authorized Subprocessors (the “List”) will be made available to Customer, either attached hereto, at a link provided to Customer, via email or through another means made available to Customer. Such List may be updated by Company from time to time. Company may provide a mechanism to subscribe to notifications of new Authorized Subprocessors and Customer agrees to subscribe to such notifications where available. At least ten (10) days before enabling any third party other than existing Authorized Subprocessors to access or participate in the processing of Personal Data, Company will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing Company within ten (10) days of receipt of the aforementioned notice to Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. If Customer does not object during this period, that third party will be deemed an Authorized Subprocessor. Customer acknowledges that certain subprocessors are essential to providing the Services and that objecting to the use of a subprocessor may prevent Company from offering the Services to Customer.
6.3 If Customer reasonably objects to an engagement in accordance with Section 6.2, and Company 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 Company. Discontinuation shall not relieve Customer of any fees owed to Company under the Agreement.
6.4 Company will enter into a written agreement with the Authorized Subprocessor imposing on the Authorized Subprocessor data protection obligations comparable to those imposed on Company under this DPA with respect to the protection of Personal Data. In case an Authorized Subprocessor fails to fulfill its data protection obligations under such written agreement with Company, Company will remain liable to Customer for the performance of the Authorized Subprocessor’s obligations under such agreement.
6.5 If Customer and Company have entered into Standard Contractual Clauses as described in Section 9 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Company 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 Subprocessors that must be provided by Company to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by Company beforehand, and that such copies will be provided by Company only upon request by Customer.
7.1 Company shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Company’s confidentiality obligations in the Agreement. Customer agrees that Company 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 DPA, the Agreement, or the provision of Services to Customer.
7.2 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, Company shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data, as described in Exhibit C.
8.1 In the event of a Personal Data Breach, Company shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to remediate such Personal Data Breach, to the extent that remediation is within Company’s reasonable control.
8.2 In the event of a Personal Data Breach, Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under Privacy Laws with respect to notifying (i) the relevant supervisory authority or regulatory agency and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
8.3 The obligations described in Sections 8.1 and 8.2 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Company’s obligation to report or respond to a Personal Data Breach under Sections 8.1 and 8.2 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Personal Data Breach.
9.1 The parties agree that Company may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Company’s primary processing operations take place in the United States, and that the transfer of Personal Data to the United States is necessary for the provision of the Services to Customer. If Company transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Privacy Laws.
9.2 Ex-EEA Transfers. The Parties agree that ex-EEA Transfers shall either be made pursuant to (i) the Data Privacy Framework to the extent the recipient of the ex-EEA Transfer is certified accordingly, or (ii) the EU SCCs, which are deemed entered into (and incorporated herein by reference) and completed as follows:
9.2.1 Module One (Controller to Controller) of the EU SCCs applies when Company is processing Personal Data as a controller pursuant to Section 9 of this DPA.
9.2.2 Module Two (Controller to Processor) of the EU SCCs applies when Customer is a controller and Company is a processor of Personal Data in accordance with Section 2 of this DPA.
9.2.3 Module Three (Processor to Subprocessor) of the EU SCCs applies when Customer is a processor and Company is a subprocessor of Personal Data in accordance with Section 2 of this DPA.
9.3 For each module, where applicable the following applies:
9.3.1 The optional docking clause in Clause 7 does not apply.
9.3.2 In Clause 9, Option 1 (specific prior authorization) applies, and the minimum time period for prior notice of subprocessor changes shall be as set forth in Section 6.1 of this DPA.
9.3.3 In Clause 11, the optional language does not apply.
9.3.4 All square brackets in Clause 13 are hereby removed.
9.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by the laws of the Republic of Ireland.
9.3.6 In Clause 18(b), disputes will be resolved before the courts of the Republic of Ireland.
9.3.7 Exhibit B to this DPA contains the information required in Annex I of the EU SCCs.
9.3.8 Exhibit C to this DPA contains the information required in Annex II of the EU SCCs.
9.3.9 By entering into this DPA, the Parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.
9.4 Ex-UK Transfers. The Parties agree that ex-UK Transfers shall either be made pursuant to (i) the Data Privacy Framework to the extent that recipient of the ex-UK Transfer is certified accordingly, or (ii) the UK SCCs, which are deemed entered into and incorporated herein by reference. The UK Addendum (including the EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales.
9.5 Transfers from Switzerland. The Parties agree that transfers from Switzerland shall either be made pursuant to (i) the Data Privacy Framework to the extent that recipient of the transfer from Switzerland is certified accordingly, or (ii) the EU SCCs with the following modifications:
9.6 Supplementary Measures. In respect of any transfer of Personal data made pursuant to the Standard Contractual Clauses, the following supplementary measures shall apply:
10. Data Protection Assessments. Taking into account the nature of Company’s processing and the information available to Company, Company shall reasonably cooperate with Customer to conduct any data protection or privacy impact assessments as required by Privacy Laws, including by providing Customer with information and documents necessary for such assessments that Customer cannot otherwise obtain without Company’s assistance. Notwithstanding the foregoing, Customer and Company each remain responsible only for the measures respectively allocated to them under Privacy Laws pertaining to any such assessment.
11.1 Company shall, to the extent permitted by Privacy Laws, notify Customer upon receipt of a Data Subject Request. If Company receives a Data Subject Request in relation to Personal Data, Company 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 communicated to Company, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.
11.2 Company shall, at the request of 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 Company’s assistance and (ii) Company 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 Company.
12. Return or Destruction of Personal Data. Upon the termination or expiration of the Agreement, at Customer’s choice, Company shall return or delete 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, Company 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 Company have entered into Standard Contractual Clauses as described in Section 9 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Company to Customer only upon Customer’s request.
13. Company’s Role as a Controller. The parties acknowledge and agree that with respect to Company Account Data and Company Usage Data, Company is an independent controller, not a joint controller with Customer. Company will process Company Account Data and Company Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out Company’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Company is subject; and (vi) as otherwise permitted under Privacy Laws and in accordance with this DPA and the Agreement. Company may also process Company Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Privacy Laws. Any processing by Company as a controller shall be in accordance with Company’s privacy policy.
Details of Processing
Nature and Purpose of Processing: Company will process Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing includes, without limitation:
Duration of Processing: Company will process Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for Company’s legitimate business needs; or (iii) by applicable law or regulation. Company Account Data and Company Usage Data will be processed and stored as set forth in Company’s privacy policy.
Categories of Data Subjects: Customer end-users/customers AND/OR Customer employees
Categories of Personal Data: Company processes Personal Data contained in Company Account Data, Company Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) or collected by Company in order to provide the Services or as otherwise set forth in the Agreement or this DPA. Categories of Personal Data include [name, location, email address, phone number, address, occupation, and title, as well as telemetry data from the agent installed on Company endpoints. This includes systems and user information (e.g., name, email address, IP Address).
Sensitive Data or Special Categories of Data: None.
The following includes the information required by Annex I and Annex III of the EU SCCs, and Table 1, Annex 1A, and Annex 1B of the UK Addendum.
Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]
Name: Customer
Address: As designed in the Agreement.
Contact person’s name, position and contact details: As designed in the Agreement.
Activities relevant to the data transferred under these Clauses: As provided in Section 2 of this DPA.
Signature and date: By entering into the Agreement, Customer is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.
Role (controller/processor): As provided in Section 2 of this DPA.
Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]
Name: Company
Address: As designed in the Agreement.
Contact person’s name, position and contact details: As designed in the Agreement.
Activities relevant to the data transferred under these Clauses: As provided in the Agreement or DPA
Signature and date: By entering into the Agreement, Company is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement
Role (controller/processor): As provided in Section 2 of this DPA.
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Data Subjects |
As described in Exhibit A |
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Categories of Personal Data |
As described in Exhibit A |
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Special Category Personal Data (if applicable) |
As described in Exhibit A |
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Nature of the Processing |
As described in Exhibit A |
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Purposes of Processing |
As described in Exhibit A |
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Duration of Processing and Retention (or the criteria to determine such period) |
As described in Exhibit A |
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Frequency of the transfer |
As necessary to provide perform all obligations and rights with respect to Personal Data as provided in the Agreement or DPA |
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Recipients of Personal Data Transferred to the Data Importer |
As provided below |
The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK Information Commissioner’s Officer.
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Subprocessor |
Purpose / Role |
Data Types Handled |
Location / Region |
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Amazon Web Services (AWS) |
Core infrastructure provider (compute, storage, databases) |
Customer data, logs, application data |
United States (us-east-1, us-west-2) |
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Elastic Cloud |
Log search and telemetry correlation |
Customer data, application data |
AWS us-east-1 |
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OpenAI |
LLM inference via API for threat analysis |
Customer event metadata; may contain identifiers (no persistence) |
United States |
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Claude (Anthropic) |
LLM inference via API for rule generation |
Behavioral metadata; prompts |
United States |
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Datadog |
Internal monitoring and performance analytics |
Application metadata, telemetry (non-PII) |
GCP us-central-1 |
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Slack |
Internal alerting and team communication (may include indirect data references) |
Internal metadata, alert summaries |
AWS US region |
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Clickhouse Cloud |
Analytics database for detection results |
Customer event data, detection results |
United States |
Description of the Technical and Organisational Security Measures implemented by the Data Importer
https://app.vanta.com/nebulock.io/trust/9xmgv6fxxvjjjcjcj601hd
UK Addendum
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses
Part 1: Tables
Table 1: Parties
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Start Date |
This UK Addendum shall have the same effective date as the DPA |
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The Parties |
Exporter |
Importer |
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Parties’ Details |
Customer |
Company |
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Key Contact |
See Exhibit B of this DPA |
See Exhibit B of this DPA |
Table 2: Selected SCCs, Modules and Selected Clauses
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EU SCCs |
The Version of the Approved EU SCCs which this UK Addendum is appended to as defined in the DPA and completed by Section 6.2 and 6.3 of the DPA. |
Table 3: Appendix Information
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Annex 1A: List of Parties |
As per Table 1 above |
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Annex 2B: Description of Transfer |
See Exhibit B of this DPA |
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Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: |
See Exhibit C of this DPA |
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Annex III: List of Sub processors (Modules 2 and 3 only): |
See Exhibit B of this DPA |
Table 4: Ending this UK Addendum when the Approved UK Addendum Changes
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Ending this UK Addendum when the Approved UK Addendum changes |
☒ Importer ☒ Exporter ☐ Neither Party |
Part 2: Mandatory Clauses
The Mandatory Clauses of the UK Addendum are incorporated herein by reference.