Terms of Use

PeopleKeys Data Processing Terms

PeopleKeys and the counterparty agreeing to these terms (“Customer”) have entered into an agreement for the provision of the Processor Services (as amended from time to time, the “Agreement”).

These PeopleKeys Data Processing Terms (including the appendices, “Data Processing Terms”) are entered into by PeopleKeys and Customer and supplement the Agreement. These Data Processing Terms will be effective and replace any previously applicable terms relating to their subject matter (including any data processing amendment or data processing addendum relating to the Processor Services), from the Terms Effective Date.

If you are accepting these Data Processing Terms on behalf of Customer, you warrant that: (a) you have full legal authority to bind Customer to these Data Processing Terms; (b) you have read and understand these Data Processing Terms; and (c) you agree, on behalf of Customer, to these Data Processing Terms. If you do not have the legal authority to bind Customer, please do not accept these Data Processing Terms.

1. Introduction

These Data Processing Terms reflect the parties’ agreement on the terms governing the processing of certain data in connection with the European Data Protection Legislation and certain Non-European Data Protection Legislation.

2. Definitions and Interpretation

2.1 In these Data Processing Terms:

“Additional Product” means a product, service or application provided by PeopleKeys or a third party that: (a) is not part of the Processor Services; and (b) is accessible for use within the user interface of the Processor Services or is otherwise integrated with the Processor Services.

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with, a party.

“Customer Personal Data” means personal data that is processed by PeopleKeys on behalf of Customer in PeopleKeys’ provision of the Processor Services.

“Data Incident” means a breach of PeopleKeys’ security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data on systems managed by or otherwise controlled by PeopleKeys. “Data Incidents” will not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

“Data Subject Tool” means a tool (if any) made available by a PeopleKeys Entity to data subjects that enables PeopleKeys to respond directly and in a standardized manner to certain requests from data subjects in relation to Customer Personal Data (for example, online advertising settings or an opt-out browser plugin).

“EEA” means the European Economic Area.

“EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

“European Data Protection Legislation” means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).

“European or National Laws” means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and/or (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).

“GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.

“PeopleKeys” means the PeopleKeys Entity that is party to the Agreement.

“PeopleKeys Affiliate Subprocessors” has the meaning given in Section 11.1 (Consent to Subprocessor Engagement).

“PeopleKeys Entity” means either PeopleKeys, Inc. or its parent company The Institute for Motivational Living (DE), Inc.

“ISO 27001 Certification” means ISO/IEC 27001:2013 certification or a comparable certification for the Processor Services.

“Model Contract Clauses” means the terms at https://privacy.peoplekeys.com/terms-use/data-transfer which are standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the EU GDPR.

“Non-European Data Protection Legislation” means data protection or privacy laws in force outside the EEA, Switzerland and the UK.

“Notification Email Address” means the email address (if any) designated by Customer, via the user interface of the Processor Services or such other means provided by PeopleKeys, to receive certain notifications from PeopleKeys relating to these Data Processing Terms.

“Processor Services” means the web applications that make up the PeopleKeys assessment services offerings.

“Security Documentation” means the certificate issued for the ISO 27001 Certification and any other security certifications or documentation that PeopleKeys may make available in respect of the Processor Services.

“Security Measures” has the meaning given in Section 7.1.1 (PeopleKeys’ Security Measures).

“Subprocessors” means third parties authorized under these Data Processing Terms to have logical access to and process Customer Personal Data in order to provide parts of the Processor Services and any related technical support.

“Supervisory Authority” means, as applicable: (a) a “supervisory authority” as defined in the EU GDPR; and/or (b) the “Commissioner” as defined in the UK GDPR.

“Term” means the period from the Terms Effective Date until the end of PeopleKeys’ provision of the Processor Services under the Agreement.

“Terms Effective Date” means, as applicable:

(a) 25 May 2018, if Customer clicked to accept or the parties otherwise agreed to these Data Processing Terms before or on such date; or

(b) the date on which Customer clicked to accept or the parties otherwise agreed to these Data Processing Terms, if such date is after 25 May 2018.

“Third Party Subprocessors” has the meaning given in Section 11.1 (Consent to Subprocessor Engagement).

“UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force.

2.2 The terms “controller”, “data subject”, “personal data”, “processing” and “processor” as used in these Data Processing Terms have the meanings given in the GDPR, and the terms “data importer” and “data exporter” have the meanings given in the Model Contract Clauses.

2.3 The words “include” and “including” mean “including but not limited to”. Any examples in these Data Processing Terms are illustrative and not the sole examples of a particular concept.

2.4 Any reference to a legal framework, statute or other legislative enactment is a reference to it as amended or re-enacted from time to time.

2.5 If these Data Processing Terms are translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.

3. Duration of these Data Processing Terms

These Data Processing Terms will take effect on the Terms Effective Date and, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Personal Data by PeopleKeys as described in these Data Processing Terms.

4. Application of these Data Processing Terms

4.1 Application of European Data Protection Legislation. Sections 5 (Processing of Data) to 12 (Contacting PeopleKeys; Processing Records) (inclusive) will only apply to the extent that the European Data Protection Legislation applies to the processing of Customer Personal Data, including if:

(a) the processing is in the context of the activities of an establishment of Customer in the EEA or the UK; and/or

(b) Customer Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services or the monitoring of their behavior in the EEA or the UK.

4.2 Application to Processor Services. These Data Processing Terms will only apply to the Processor Services for which the parties agreed to these Data Processing Terms (for example: (a) the Processor Services for which Customer clicked to accept these Data Processing Terms; or (b) if the Agreement incorporates these Data Processing Terms by reference, the Processor Services that are the subject of the Agreement).

4.3 Incorporation of Additional Terms for Non-European Data Protection Legislation. The Additional Terms for Non-European Data Protection Legislation supplement these Data Processing Terms.

5. Processing of Data

5.1 Roles and Regulatory Compliance; Authorization.

5.1.1 Processor and Controller Responsibilities. The parties acknowledge and agree that:

(a) Appendix 1 describes the subject matter and details of the processing of Customer Personal Data;

(b) PeopleKeys is a processor of Customer Personal Data under the European Data Protection Legislation;

(c) Customer is a controller or processor, as applicable, of Customer Personal Data under the European Data Protection Legislation; and

(d) each party will comply with the obligations applicable to it under the European Data Protection Legislation with respect to the processing of Customer Personal Data.

5.1.2 Authorization by Third Party Controller. If Customer is a processor, Customer warrants to PeopleKeys that Customer’s instructions and actions with respect to Customer Personal Data, including its appointment of PeopleKeys as another processor, have been authorized by the relevant controller.

5.2 Customer’s Instructions. By entering into these Data Processing Terms, Customer instructs PeopleKeys to process Customer Personal Data only in accordance with applicable law: (a) to provide the Processor Services and any related technical support; (b) as further specified via Customer’s use of the Processor Services (including in the settings and other functionality of the Processor Services) and any related technical support; (c) as documented in the form of the Agreement, including these Data Processing Terms; and (d) as further documented in any other written instructions given by Customer and acknowledged by PeopleKeys as constituting instructions for purposes of these Data Processing Terms.

5.3 PeopleKeys’ Compliance with Instructions. PeopleKeys will comply with the instructions described in Section 5.2 (Customer’s Instructions) (including with regard to data transfers) unless European or National Laws to which PeopleKeys is subject require other processing of Customer Personal Data by PeopleKeys, in which case PeopleKeys will inform Customer (unless any such law prohibits PeopleKeys from doing so on important grounds of public interest).

5.4 Additional Products. If Customer uses any Additional Product, the Processor Services may allow that Additional Product to access Customer Personal Data as required for the interoperation of the Additional Product with the Processor Services. For clarity, these Data Processing Terms do not apply to the processing of personal data in connection with the provision of any Additional Product used by Customer, including personal data transmitted to or from that Additional Product.

6. Data Deletion

6.1 Deletion During Term.

6.1.1 Processor Services with Deletion Functionality. During the Term, if:

(a) the functionality of the Processor Services includes the option for Customer to delete Customer Personal Data;

(b) Customer uses the Processor Services to delete certain Customer Personal Data; and

(c) the deleted Customer Personal Data cannot be recovered by Customer (for example, from the “trash”),

then PeopleKeys will delete such Customer Personal Data from its systems as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Laws require storage.

6.1.2 Processor Services Without Deletion Functionality. During the Term, if the functionality of the Processor Services does not include the option for Customer to delete Customer Personal Data, then PeopleKeys will comply with:

(a) any reasonable request from Customer to facilitate such deletion, insofar as this is possible taking into account the nature and functionality of the Processor Services and unless European or National Laws require storage; and

(b) Server logging. Server logs typically include your web request, IP address, browser type, browser language, the date and time of your request, and one or more cookies that may uniquely identify your browser. We store this data for a number of reasons, the most important of which are to improve our services and to maintain the security of our systems. We anonymize this log data by removing part of the IP address (after 9 months) and cookie information (after 18 months).

PeopleKeys may charge a fee (based on PeopleKeys’ reasonable costs) for any data deletion under Section 6.1.2(a). PeopleKeys will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such data deletion.

6.2 Deletion on Term Expiry. On expiry of the Term, Customer instructs PeopleKeys to delete all Customer Personal Data (including existing copies) from PeopleKeys’ systems in accordance with applicable law. PeopleKeys will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Laws require storage.

7. Data Security

7.1 PeopleKeys’ Security Measures and Assistance.

7.1.1 PeopleKeys’ Security Measures. PeopleKeys will implement and maintain technical and organizational measures to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the “Security Measures”). As described in Appendix 2, the Security Measures include measures: (a) to encrypt personal data; (b) to help ensure the ongoing confidentiality, integrity, availability and resilience of PeopleKeys’ systems and services; (c) to help restore timely access to personal data following an incident; and (d) for regular testing of effectiveness. PeopleKeys may update or modify the Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Processor Services.

7.1.2 Security Compliance by PeopleKeys Staff. PeopleKeys will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance, including ensuring that all persons authorized to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7.1.3 PeopleKeys’ Security Assistance. Customer agrees that PeopleKeys will (taking into account the nature of the processing of Customer Personal Data and the information available to PeopleKeys) assist Customer in ensuring compliance with any obligations of Customer in respect of security of personal data and personal data breaches, including (if applicable) Customer’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR, by:

(a) implementing and maintaining the Security Measures in accordance with Section 7.1.1 (PeopleKeys’ Security Measures);

(b) complying with the terms of Section 7.2 (Data Incidents); and

(c) providing Customer with the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation) and the information contained in these Data Processing Terms.

7.2 Data Incidents.

7.2.1 Incident Notification. If PeopleKeys becomes aware of a Data Incident, PeopleKeys will: (a) notify Customer of the Data Incident promptly and without undue delay; and (b) promptly take reasonable steps to minimize harm and secure Customer Personal Data.

7.2.2 Details of Data Incident. Notifications made under Section 7.2.1 (Incident Notification) will describe, to the extent possible, details of the Data Incident, including steps taken to mitigate the potential risks and steps PeopleKeys recommends Customer take to address the Data Incident.

7.2.3 Delivery of Notification. PeopleKeys will deliver its notification of any Data Incident to the Notification Email Address or, at PeopleKeys’ discretion (including if Customer has not provided a Notification Email Address), by other direct communication (for example, by phone call or an in-person meeting). Customer is solely responsible for providing the Notification Email Address and ensuring that the Notification Email Address is current and valid.

7.2.4 Third Party Notifications. Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third-party notification obligations related to any Data Incident.

7.2.5 No Acknowledgement of Fault by PeopleKeys. PeopleKeys’ notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by PeopleKeys of any fault or liability with respect to the Data Incident.

7.3 Customer’s Security Responsibilities and Assessment.

7.3.1 Customer’s Security Responsibilities. Customer agrees that, without prejudice to PeopleKeys’ obligations under Sections 7.1 (PeopleKeys’ Security Measures and Assistance) and 7.2 (Data Incidents):

(a) Customer is responsible for its use of the Processor Services, including:

(i) making appropriate use of the Processor Services to ensure a level of security appropriate to the risk in respect of Customer Personal Data; and

(ii) securing the account authentication credentials, systems and devices Customer uses to access the Processor Services; and

(b) PeopleKeys has no obligation to protect Customer Personal Data that Customer elects to store or transfer outside of PeopleKeys’ and its Subprocessors’ systems.

7.3.2 Customer’s Security Assessment. Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals) the Security Measures implemented and maintained by PeopleKeys as set out in Section 7.1.1 (PeopleKeys’ Security Measures) provide a level of security appropriate to the risk in respect of Customer Personal Data.

7.4 Security Certification. To evaluate and help ensure the continued effectiveness of the Security Measures, PeopleKeys will maintain the ISO 27001 Certification.

7.5 Reviews and Audits of Compliance.

7.5.1 Reviews of Security Documentation. To demonstrate compliance by PeopleKeys with its obligations under these Data Processing Terms, PeopleKeys will make the Security Documentation available for review by Customer.

7.5.2 Customer’s Audit Rights.

(a) PeopleKeys will allow Customer or a third-party auditor appointed by Customer to conduct audits (including inspections) to verify PeopleKeys’ compliance with its obligations under these Data Processing Terms in accordance with Section 7.5.3 (Additional Business Terms for Audits). PeopleKeys will contribute to such audits as described in Section 7.4 (Security Certification) and this Section 7.5 (Reviews and Audits of Compliance).

(b)If the Model Contract Clauses apply under Section 10.2 (Transfers of Data), PeopleKeys will allow Customer or a third-party auditor appointed by Customer to conduct audits as described in the Model Contract Clauses in accordance with section 7.5.3 (Additional Business Terms for Audits).

(c) Customer may also conduct an audit to verify PeopleKeys’ compliance with its obligations under these Data Processing Terms by reviewing the certificate issued for the ISO 27001 Certification (which reflects the outcome of an audit conducted by a third-party auditor).

7.5.3 Additional Business Terms for Audits.

(a) Customer will send any request for an audit under Section 7.5.2(a) or 7.5.2(b) to PeopleKeys as described in Section 12.1 (Contacting PeopleKeys).

(b) Following receipt by PeopleKeys of a request under Section 7.5.3(a), PeopleKeys and Customer will discuss and agree in advance on the reasonable start date, scope and duration of, and security and confidentiality controls applicable to, any audit under Section 7.5.2(a) or 7.5.2(b).

(c) PeopleKeys may charge a fee (based on PeopleKeys’ reasonable costs) for any audit under Section 7.5.2(a) or 7.5.2(b). PeopleKeys will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such audit. Customer will be responsible for any fees charged by any third-party auditor appointed by Customer to execute any such audit.

(d) PeopleKeys may object to any third-party auditor appointed by Customer to conduct any audit under Section 7.5.2(a) or 7.5.2(b) if the auditor is, in PeopleKeys’ reasonable opinion, not suitably qualified or independent, a competitor of PeopleKeys or otherwise manifestly unsuitable. Any such objection by PeopleKeys will require Customer to appoint another auditor or conduct the audit itself.

(e) Nothing in these Data Processing Terms will require PeopleKeys either to disclose to Customer or its third-party auditor, or to allow Customer or its third-party auditor to access:

(i) any data of any other customer of a PeopleKeys Entity;

(ii) any PeopleKeys Entity’s internal accounting or financial information;

(iii) any trade secret of a PeopleKeys Entity;

(iv) any information that, in PeopleKeys’ reasonable opinion, could: (A) compromise the security of any PeopleKeys Entity’s systems or premises; or (B) cause any PeopleKeys Entity to breach its obligations under the European Data Protection Legislation or its security and/or privacy obligations to Customer or any third party; or

(v) any information that Customer or its third-party auditor seeks to access for any reason other than the good faith fulfilment of Customer’s obligations under the European Data Protection Legislation.

7.5.4No Modification of Model Contract Clauses. If the Model Contract Clauses apply under Section 10.2 (Transfers of Data), nothing in this Section 7.5 (Reviews and Audits of Compliance) varies or modifies any rights or obligations of Customer or PeopleKeys Inc. under the Model Contract Clauses.

8. Impact Assessments and Consultations

Customer agrees that PeopleKeys will (taking into account the nature of the processing and the information available to PeopleKeys) assist Customer in ensuring compliance with any obligations of Customer in respect of data protection impact assessments and prior consultation, including (if applicable) Customer’s obligations pursuant to Articles 35 and 36 of the GDPR, by:

(a) providing the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation);

(b) providing the information contained in these Data Processing Terms; and

(c) providing or otherwise making available, in accordance with PeopleKeys’ standard practices, other materials concerning the nature of the Processor Services and the processing of Customer Personal Data.

9. Data Subject Rights

9.1 Responses to Data Subject Requests. If PeopleKeys receives a request from a data subject in relation to Customer Personal Data, PeopleKeys will:

(a) if the request is made via a Data Subject Tool, respond directly to the data subject’s request in accordance with the standard functionality of that Data Subject Tool; or

(b) if the request is not made via a Data Subject Tool, advise the data subject to submit his/her request to Customer, and Customer will be responsible for responding to such request.

9.2 PeopleKeys’ Data Subject Request Assistance. Customer agrees that PeopleKeys will (taking into account the nature of the processing of Customer Personal Data and, if applicable, Article 11 of the GDPR) assist Customer in fulfilling any obligation of Customer to respond to requests by data subjects, including (if applicable) Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR, by:

(a) providing the functionality of the Processor Services;

(b) complying with the commitments set out in Section 9.1 (Responses to Data Subject Requests); and

(c) if applicable to the Processor Services, making available Data Subject Tools.

10. Data Transfers

10.1 Data Storage and Processing Facilities. Customer agrees that PeopleKeys may, subject to Section 10.2 (Transfers of Data), store and process Customer Personal Data in any country in which PeopleKeys or any of its Subprocessors maintains or contracts facilities.

10.2 Transfers of Data. If the storage and/or processing of Customer Personal Data. involves transfers of Customer Personal Data from the EEA, Switzerland or the UK to any third country that is not subject to an adequacy decision under the European Data Protection Legislation:

(a)Customer (as data exporter) will be deemed to have entered into the Model Contract Clauses with PeopleKeys, Inc. (as data importer);

(b) the transfers will be subject to the Model Contract Clauses; and

(c) PeopleKeys will ensure that PeopleKeys, Inc. complies with its obligations under such Model Contract Clauses in respect of such transfers.

10.3 Data Centre Information. PeopleKeys uses Microsoft Azure, an ISO27001 & SOC 2 certified provider, for Data Storage and Web Application usage.

(a) Microsoft Azure Information Security information and compliance info can be found at https://azure.microsoft.com/en-us/resources/microsoft-azure-compliance-offerings/

(b) the specific data centers used by PeopleKeys and may include Data Transfers between are;

(i) East US

(ii) East US 2

(iii) West Europe

11. Subprocessors

11.1 Consent to Subprocessor Engagement. Customer specifically authorizes the engagement of PeopleKeys’ Affiliates as Subprocessors (“PeopleKeys Affiliate Subprocessors”). In addition, Customer generally authorizes the engagement of any other third parties as Subprocessors (“Third Party Subprocessors”). If the Model Contract Clauses apply under Section 10.2 (Transfers of Data), the above authorizations constitute Customer’s prior written consent to the subcontracting by PeopleKeys, Inc. of the processing of Customer Personal Data.

11.2 Information about Subprocessors. Information about Subprocessors is available at https://privacy.peoplekeys.com/terms-use/subprocessors.

11.3 Requirements for Subprocessor Engagement. When engaging any Subprocessor, PeopleKeys will:

(a) ensure via existing data processor policies, or in absence of those a written contract, that:

(i) the Subprocessor only accesses and uses Customer Personal Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including these Data Processing Terms) and, if applicable under Section 10.2 (Transfers of Data), the Model Contract Clauses; and

(ii) if the GDPR applies to the processing of Customer Personal Data, the data protection obligations set out in Article 28(3) of the GDPR are imposed on the Subprocessor; and

(b) remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.

11.4 Opportunity to Object to Subprocessor Changes.

(a) When any new Third Party Subprocessor is engaged during the Term, PeopleKeys will, at least 30 days before the new Third Party Subprocessor processes any Customer Personal Data, inform Customer of the engagement (including the name and location of the relevant subprocessor and the activities it will perform) by sending an email to the Notification Email Address.

(b) Customer may object to any new Third Party Subprocessor by terminating the Agreement immediately upon written notice to PeopleKeys, on condition that Customer provides such notice within 90 days of being informed of the engagement of the new Third Party Subprocessor as described in Section 11.4(a). This termination right is Customer’s sole and exclusive remedy if Customer objects to any new Third Party Subprocessor.

12. Contacting PeopleKeys; Processing Records

12.1 Contacting PeopleKeys. Customer may contact PeopleKeys in relation to the exercise of its rights under these Data Processing Terms via customer support or via such means as may be provided by PeopleKeys from time to time.

12.2 PeopleKeys’ Processing Records. Customer acknowledges that PeopleKeys is required under the GDPR to: (a) collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which PeopleKeys is acting and (if applicable) of such processor’s or controller’s local representative and data protection officer; and (b) make such information available to any Supervisory Authority. Accordingly, Customer will, where requested and as applicable to Customer, provide such information to PeopleKeys via the user interface of the Processor Services or via such other means as may be provided by PeopleKeys, and will use such user interface or other means to ensure that all information provided is kept accurate and up-to-date.

13. Liability

13.1 Liability Cap. If the Agreement is governed by the laws of:

(a) a state of the United States of America, then, notwithstanding anything else in the Agreement, the total liability of either party towards the other party under or in connection with these Data Processing Terms will be limited to the maximum monetary or payment-based amount at which that party’s liability is capped under the Agreement (for clarity, any exclusion of indemnification claims from the Agreement’s limitation of liability will not apply to indemnification claims under the Agreement relating to the European Data Protection Legislation or the Non-European Data Protection Legislation); or

(b) a jurisdiction that is not a state of the United States of America, then the liability of the parties under or in connection with these Data Processing Terms will be subject to the exclusions and limitations of liability in the Agreement.

13.2Liability if the Model Contract Clauses Apply. If the Model Contract Clauses apply under Section 10.2 (Transfers of Data), the total combined liability of:

(a)PeopleKeys, Inc. and PeopleKeys towards Customer; and

(b)Customer towards PeopleKeys, Inc. and PeopleKeys,

under or in connection with the Agreement and the Model Contract Clauses combined will be subject to Section 13.1 (Liability Cap).

14. Third-Party Beneficiary

Where PeopleKeys, Inc. is not a party to the Agreement and the Model Contract Clauses apply under Section 10.2 (Transfers of Data), PeopleKeys, Inc. will be a third-party beneficiary of Sections 6.2 (Deletion on Term Expiry), 7.5 (Reviews and Audits of Compliance), 9.1 (Responses to Data Subject Requests), 10.2 (Transfers of Data), 11.1 (Consent to Subprocessor Engagement), and 13.2 (Liability if the Model Contract Clauses Apply). To the extent this Section 14 (Third-Party Beneficiary) conflicts or is inconsistent with any other clause in the Agreement, this Section 14 (Third-Party Beneficiary) will apply.

15. Effect of these Data Processing Terms

If there is any conflict or inconsistency between the Model Contract Clauses, the Additional Terms for Non-European Data Protection Legislation, and the remainder of these Data Processing Terms and/or the remainder of the Agreement, then the following order of precedence will apply:

(a)the Model Contract Clauses;

(b)the Additional Terms for Non-European Data Protection Legislation;

(c)the remainder of these Data Processing Terms; and

(d) the remainder of the Agreement.

Subject to the amendments in these Data Processing Terms, the Agreement remains in full force and effect.

16. Changes to these Data Processing Terms

16.1 Changes to URLs. From time to time, PeopleKeys may change any URL referenced in these Data Processing Terms and the content at any such URL, except that:

(a) PeopleKeys may only change the Model Contract Clauses in accordance with Sections 16.2(b) – 16.2(d) (Changes to Data Processing Terms) or to incorporate any new version of the Model Contract Clauses that may be adopted under the European Data Protection Legislation, in each case in a manner that does not affect the validity of the Model Contract Clauses under the European Data Protection Legislation; and

(b) PeopleKeys may only change the list of potential Processor Services at https://privacy.peoplekeys.com/terms-use/processor-services: (i) to reflect a change to the name of a service; (ii) to add a new service; or (iii) to remove a service where either: (x) all contracts for the provision of that service are terminated; or (y) PeopleKeys has Customer’s consent.

16.2 Changes to Data Processing Terms. PeopleKeys may change these Data Processing Terms if the change:

(a) is expressly permitted by these Data Processing Terms, including as described in Section 16.1 (Changes to URLs);

(b) reflects a change in the name or form of a legal entity;

(c) is required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency; or

(d) does not: (i) result in a degradation of the overall security of the Processor Services; (ii) expand the scope of, or remove any restrictions on, (x) in the case of the Additional Terms for Non-European Data Protection Legislation, PeopleKeys’ rights to use or otherwise process the data in scope of the Additional Terms for Non-European Data Protection Legislation or (y) in the case of the remainder of these Data Processing Terms, PeopleKeys’ processing of Customer Personal Data, as described in Section 5.3 (PeopleKeys’ Compliance with Instructions); and (iii) otherwise have a material adverse impact on Customer’s rights under these Data Processing Terms, as reasonably determined by PeopleKeys.

16.3 Notification of Changes. If PeopleKeys intends to change these Data Processing Terms under Section 16.2(c) or (d), PeopleKeys will inform Customer at least 30 days (or such shorter period as may be required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency) before the change will take effect by either: (a) sending an email to the Notification Email Address; or (b) alerting Customer via the user interface for the Processor Services. If Customer objects to any such change, Customer may terminate the Agreement by giving written notice to PeopleKeys within 90 days of being informed by PeopleKeys of the change.

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter

PeopleKeys’ provision of the Processor Services and any related technical support to Customer.

Duration of the Processing

The Term plus the period from expiry of the Term until deletion of all Customer Personal Data by PeopleKeys in accordance with these Data Processing Terms.

Nature and Purpose of the Processing

PeopleKeys will process (including, as applicable to the Processor Services and the instructions described in Section 5.2 (Customer’s Instructions), collecting, recording, organizing, structuring, storing, altering, retrieving, using, disclosing, combining, erasing and destroying) Customer Personal Data for the purpose of providing the Processor Services and any related technical support to Customer in accordance with these Data Processing Terms.

Types of Personal Data

Customer Personal Data may include the types of personal data described at https://privacy.peoplekeys.com/terms-use/processor-services.

Categories of Data Subjects

Customer Personal Data will concern the following categories of data subjects:

  • data subjects about whom PeopleKeys collects personal data in its provision of the Processor Services; and/or
  • data subjects about whom personal data is transferred to PeopleKeys in connection with the Processor Services by, at the direction of, or on behalf of Customer.

Depending on the nature of the Processor Services, these data subjects may include individuals: (a) to whom online personality assessments have been, or will be, directed; (b) who have visited specific websites or applications in respect of which PeopleKeys provides the Processor Services; and/or (c) who are customers or users of Customer’s products or services.

Appendix 2: Security Measures

As from the Terms Effective Date, PeopleKeys will implement and maintain the Security Measures set out in this Appendix 2. PeopleKeys may update or modify such Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Processor Services.

1. Data Centre & Network Security

(a) Data Centers.

Infrastructure. PeopleKeys maintains no Data Centers itself. All Data Center infrastructure where Customer Personal Data is processed or stored is provided by Microsoft Azure.

(b) Networks & Transmission.

Data Transmission. Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. Further, PeopleKeys encrypts data transmitted between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transport. PeopleKeys transfers data via Internet standard protocols.

External Attack Surface. PeopleKeys employs multiple layers of network devices and intrusion detection to protect its external attack surface. PeopleKeys considers potential attack vectors and incorporates appropriate purpose-built technologies into external facing systems.

Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. PeopleKeys’ intrusion detection involves:

  1. Tightly controlling the size and make-up of PeopleKeys’ attack surface through preventative measures;
  2. Employing intelligent detection controls at data entry points; and
  3. Employing technologies that automatically remedy certain dangerous situations.

Incident Response. PeopleKeys monitors a variety of communication channels for security incidents, and PeopleKeys’ security personnel will react promptly to known incidents.

Encryption Technologies. PeopleKeys makes HTTPS encryption (also referred to as TLS connection) available. PeopleKeys servers support ephemeral elliptic curve Diffie Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.

2. Access and Site Controls

On-site Data Centre Security Operation. PeopleKeys’ data center access and site controls are provided by Microsoft Azure as they are the sole Data Center provider to PeopleKeys.

3. Data

(a) Data Storage, Isolation & Authentication.

PeopleKeys stores data in a multi-tenant environment on Microsoft-owned servers. Data, the Processor Services database and file system architecture are replicated between multiple geographically dispersed data centers. PeopleKeys logically isolates each customer’s data. A central authentication system is used across all Processor Services to increase uniform security of data.

4. Personnel Security

PeopleKeys personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. PeopleKeys conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.

Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, PeopleKeys’ confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role. PeopleKeys’ personnel will not process Customer Personal Data without authorization.

5. Subprocessor Security

Before onboarding Subprocessors, PeopleKeys conducts an audit of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once PeopleKeys has assessed the risks presented by the Subprocessor, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms, subject to the requirements set out in Section 11.3 (Requirements for Subprocessor Engagement).

 

Last update: 25 September 2020