This Data Processing Agreement and its Annexes ("DPA") reflects the parties’ agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the access and use services of the software NewWaySERVICE ("NewWaySERVICE Services") of OroLogic under the NewWaySERVICE Terms of Service available at https://www.newwayservice.com/terms-of-service.php between you and us (also referred to in this DPA as the "Agreement").
This DPA is supplemental to, and forms an integral part of, the Agreement. We can update this Agreement from time to time.
The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.
"Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
"Data Protection Laws" means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, Quebec law 25; with regard to OroLogic, Data Protection Laws exclude laws governing Sensitive Information, as defined in the NewWaySERVICE Terms of Service.
"Data Subject" means the individual to whom Personal Data relates.
"Europe" means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.
"European Data" means Personal Data that is subject to the protection of European Data Protection Laws.
"European Data Protection Laws" means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ("GDPR");
"Instructions" means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
"Permitted Affiliates" means any of your Affiliates that (i) are permitted to use the NewWaySERVICE Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a "Customer" as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.
"Personal Data" means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data; and (ii) is protected similarly as personal data, personal information, or personally identifiable information under applicable Data Protection Laws.
"Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the NewWaySERVICE Services. "Personal Data Breach" will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
"Processing" means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms "Process", "Processes" and "Processed" will be construed accordingly.
"Processor" means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
"Standard Contractual Clauses" means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021 currently found at https://eur-lex.europa.eu/eli/dec_impl/2021/914, as may be amended, superseded or replaced.
"Sub-Processor" means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the NewWaySERVICE Services under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any OroLogic employee or consultant.
a. Compliance with Laws. Within the scope of the Agreement and in its use of the NewWaySERVICE Services, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.
In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the NewWaySERVICE Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. You will inform us without undue delay if you are not able to comply with your responsibilities under this "Compliance with Laws" section or applicable Data Protection Laws.
b. Controller Instructions. The parties agree that the Agreement (including this DPA), together with your use of the NewWaySERVICE Services in accordance with the Agreement, constitute your complete Instructions to us in relation to the Processing of Personal Data, so long as you may provide additional instructions that are consistent with the Agreement, the nature and lawful use of the NewWaySERVICE Services.
c. Security. You are responsible for independently determining whether the data security provided for in the NewWaySERVICE Services adequately meets your obligations under applicable Data Protection Laws. You are also responsible for your secure use of the NewWaySERVICE Services, including protecting the security of Personal Data in transit to and from the NewWaySERVICE Services (including to securely backup or encrypt any such Personal Data).
a. Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.
b. Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable NewWaySERVICE Services until such time as you issue new lawful Instructions with regard to the Processing.
c. Security. We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA ("Security Measures"). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
d. Confidentiality. We will ensure that any personnel whom we authorize to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.
e. Personal Data Breaches. We will notify you without undue delay after we become aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.
f. Deletion of Personal Data. We will delete all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of your NewWaySERVICE Services in accordance with the procedures set out in our NewWaySERVICE Terms of Service. This term will apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with our deletion practices. You may request the deletion of your OroLogic account after expiration or termination of your subscription by sending us a request.
We strongly recommend retrieving your Customer Data prior to the end of your Subscription Term.
The NewWaySERVICE Services provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests").
To the extent that you are unable to independently address a Data Subject Request through the NewWaySERVICE Services, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You will reimburse us for the commercially reasonable costs arising from this assistance.
If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.
You agree we may engage Sub-Processors to Process Personal Data on your behalf.
Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.
You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the NewWaySERVICE Services in accordance with the Agreement, and in particular that Personal Data may be transferred to and Processed by OroLogic in Canada and to other jurisdictions where OroLogic Affiliates and Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.
We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and could allow for in certain cases and contribute to audits at the customer's expense, including inspections conducted by you or your auditor in order to assess compliance with this DPA, where required by applicable law. You acknowledge and agree that you will exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this "Demonstration of Compliance" section. Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year unless you have reasonable grounds to suspect non-compliance with the DPA.
a. Scope. This "Additional Provisions for European Data" section will apply only with respect to European Data.
b. Roles of the Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are acting as the Controller of European Data (either as the Controller, or as a Processor on behalf of another Controller) and we are the Processor under the Agreement.
c. Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.
d. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities (for example, the French Data Protection Agency (CNIL), the Berlin Data Protection Authority (BlnBDI) and the UK Information Commissioner's Office (ICO)) or other competent data privacy authorities to the extent required by European Data Protection Laws.
e. Transfer Mechanisms for Data Transfers.
(A) OroLogic will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) (i) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, including the Data Privacy Framework; (ii) to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws; or (iii) to a recipient that has executed the Standard Contractual Clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
(B) You acknowledge that in connection with the performance of the NewWaySERVICE Services, OroLogic is a recipient of European Data in the Canada. To the extent that OroLogic receives European Data in the Canada, OroLogic will comply with the following:
(1) Data Privacy Framework. OroLogic will use the Data Privacy Framework to lawfully receive European Data in the Canada and ensure that it provides at least the same level of protection to such European Data as is required by the Data Privacy Framework Principles and will let you know if it is unable to comply with this requirement.
(2) Standard Contractual Clauses. If European Data Protection Laws require that appropriate safeguards are put in place (for example, if the Data Privacy Framework does not cover the transfer to OroLogic and/or the Data Privacy Framework is invalidated), the Standard Contractual Clauses will be incorporated by reference and form part of the Agreement as follows:
(a) In relation to European Data that is subject to the GDPR (i) Customer is the "data exporter" and OroLogic is the "data importer";
a. Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the "Compliance with Instructions" or "Security" sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the "Modificatons" section of the NewWaySERVICE Terms of Service will apply.
b. Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.
c. Limitation of Liability. Each party and each of their Affiliates' liability, taken in aggregate, arising out of or related to this DPA (including any other DPAs between the parties) and the Standard Contractual Clauses, where applicable, whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the "Disclaimers and Limitation of liability" section of the NewWaySERVICE Terms of Service and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). In no event will either party's liability be limited with respect to any individual's data protection rights under this DPA (including any other DPAs between the parties and the Standard Contractual Clauses, where applicable) or otherwise.
d. Governing Law. This DPA will be governed by and construed in accordance with the "Governing Law" section of the NewWaySERVICE Terms of Service, unless required otherwise by Data Protection Laws.
a. Permitted Affiliates. By accepting the Agreement, you enter into this DPA (including, where applicable, the Standard Contractual Clauses) on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms "Customer", "you" and "your" will include you and such Permitted Affiliates.
b. Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
c. Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.
d. Other rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the "Demonstration of Compliance" section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.
Name: The Customer, as defined in the NewWaySERVICE Terms of Service (on behalf of itself and Permitted Affiliates)
Address: The Customer's address, as set out in the NewWaySERVICE Services account.
Contact person’s name, position and contact details: The Customer's contact details, as set out in the NewWaySERVICE Services account.
Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the NewWaySERVICE Services under the NewWaySERVICE Services account.
Role (controller/processor): Controller (either as the Controller; or acting in the capacity of a Controller, as a Processor, on behalf of another Controller).
Name: OroLogic Inc.
Address: 979 Avenue de Bourgogne, Suite 330, Quebec QC G1W 2L4, Canada
Contact person’s position and contact details: Data Protection Officer (DPO), OroLogic Inc., dpo@orologic.com
Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the NewWaySERVICE Services under the NewWaySERVICE Terms of Service.
Role (controller/processor): Processor
You may submit Personal Data in the course of using the NewWaySERVICE Services, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.
You may submit Personal Data to the NewWaySERVICE Services, the extent of which is determined and controlled by you in your sole discretion.
The parties do not anticipate the transfer of sensitive data.
Continuous
Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:
1. Storage and other Processing necessary to provide, maintain and improve the NewWaySERVICE Services provided to you; and/or
2. Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.
We will Process Personal Data as necessary to provide the NewWaySERVICE Services pursuant to the Agreement.
Subject to the "Deletion of Personal Data" section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein will have the meanings as set forth in the NewWaySERVICE Terms of Service.
Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.
Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. We do not own or maintain hardware located at the outsourced infrastructure providers’ data centers. Production servers and client-facing applications are logically and physically secured from our internal corporate information systems.
Authentication: We implement a uniform password policy for our services. Customers who interact with the services via the user interface must authenticate before accessing non-public customer data.
Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.
Application Programming Interface (API) access: APIs may be accessed using an API key or through Oauth authorization.
We implement industry standard access controls and detection capabilities for the internal networks that support its services.
Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
Intrusion detection and prevention: We implement a firewall solution to protect hosted customer websites and other internet-accessible applications. The firewall is designed to identify and prevent attacks against publicly available network services.
Penetration testing: We maintain relationships with penetration testing service providers for penetration testing of both the OroLogic services and internal corporate network infrastructure at least annually. The intent of these penetration tests is to identify security vulnerabilities and mitigate the risk and business impact they pose to the in-scope systems.
Product access: A subset of our employees have access to the services and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, product development and research, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Administrative or high risk access permissions are reviewed at least once every year.
Background checks: Where permitted by applicable law, OroLogic employees undergo a third-party background or reference checks. All OroLogic employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.
In-transit: We require HTTPS encryption (also referred to as SSL or TLS) on all login interfaces. Our HTTPS implementation uses industry standard algorithms and certificates.
At-rest: We store user passwords following policies that follow industry standard practices for security.
Detection: We designed our infrastructure to log information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregate log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.
Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.
Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.9% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and heating, ventilation and air conditioning (HVAC) services.
Fault tolerance: Backup and replication strategies are designed to ensure redundancy during a significant processing failure. Customer data is backed up and replicated across multiple availability zones or data centers.
Disaster Recovery Plans: We maintain disaster recovery plans to help ensure availability of information following interruption to, or failure of, critical business processes.
Last Modified: August 12, 2024.