Controller to Processor
This Data Processing Addendum (“Addendum”) forms part of the agreement entered between the vendor named in the agreement (“Vendor” or “Processor”) and the Playtika entity named in the agreement (“Playtika” or “Controller”) (the “Agreement”).
The Services provided by Vendor may entail the Processing of Personal Data. Therefore, the parties agree to comply with the following provisions.
In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Agreement. Except where the context requires otherwise, references in this Addendum to the Agreement are to the Agreement as amended by, and including, this Addendum.
1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
1.2. “Applicable Data Protection Law” means the relevant data protection laws, rules, regulations, standards, and codes to which the Personal Data are subject, including but not limited to (a) the Israel Protection of Privacy Law 5741-1981 and Privacy Protection Regulations (Data Security) 5777-2017; (b) the EU General Data Protection Regulation 2016/679 and laws enacted by the European Union or Member States pursuant thereto (“GDPR”); (c) the California Consumer Privacy Act of 2018 and the regulations issued thereunder (“CCPA”); (d) data security and data breach notification laws; and (e) any other applicable law with respect to any Personal Data;
1.3. “Data Subject” shall have the meaning ascribed to such term, or a similar term, by Applicable Data Protection Law. If not defined, Data Subject shall mean the individual person who is the subject of Personal Data.
1.4. “Personal Data” shall have the meaning ascribed to the terms “personal data”, “personal information”, or other such terms as provided under Applicable Data Protection Law and shall, at a minimum, include any information that can be used directly or indirectly, alone or in combination with other information, to identify an individual.
1.5. “Playtika Personal Data” means any Personal Data Processed by Processor pursuant to or in connection with the Agreement;
1.6. “Security Incident” means the accidental or unlawful and/or unauthorized access to, or loss, alteration, or disclosure of Personal Data.
1.7. “Standard Contractual Clauses” means the form of attached hereto as Annex 1 pursuant to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection;
1.8. “Subprocessor” means any person (including any third party and any Processor Affiliate, but excluding an employee of Processor) appointed by or on behalf of Processor or any Processor Affiliate to Process Personal Data on behalf of Controller in connection with the Agreement;
1.9. The terms, “Business”, “European Commission”, “Member State”, “Processing”, “Service Provider”, and “Supervisory Authority” shall have the same meaning as ascribed to them under Applicable Data Protection Law, and their cognate terms shall be construed accordingly.
2. Subject Matter, Duration, and Terms of Processing
2.1. This DPA applies to the Processing of Playtika Personal Data by Vendor, as further described in the Agreement. Capitalized terms used herein and not defined herein will have the meaning set forth in the Agreement. In case of any conflict between a provision of the Addendum and the Agreement, this Addendum shall prevail.
2.2. This Addendum will be effective as of the date of the Agreement, or as of the date signed by both parties if this Addendum is completed after the effective date of the Agreement.
2.3. Vendor will Process Playtika Personal Data only for the term set in the Agreement for providing the Service. Vendor’s obligations and Playtika’s rights under this Addendum will continue for so long as Vendor Processes Playtika Personal Data.
2.4. The Controller will determine the scope, purposes, and manner by which the Playtika Personal Data may be Processed by the Processor. The Processor (and any Subprocessors) will Process the Playtika Personal Data only for the purposes of and to the extent necessary to provide the Services to Controller, in accordance with the Agreement, this Addendum, Applicable Data Protection Law, and as set forth in Controller’s written instructions. Processor will, unless legally prohibited, advise Controller if Processor believes any of Controller’s instructions are in conflict with any applicable law and await instructions from the Controller prior to performing said Processing activity. The Processor certifies that it understands the restrictions specified in this Section 2 and will comply with them.
2.5. Processor shall not sell, disclose, transfer, or otherwise make any use of Playtika Personal Data that would constitute a ‘sale’ under the CCPA.
Without prejudice to any existing contractual arrangements between the parties, the Processor shall treat all Playtika Personal Data as strictly confidential and it shall inform all its employees, agents and/or approved Subprocessors engaged in Processing Playtika Personal Data of the confidential nature of Playtika Personal Data. The Processor shall ensure that all such persons or parties have signed an appropriate confidentiality agreement, unless otherwise bound to an appropriate statutory obligation of confidentiality.
4.1. Processor, each of Processor’s Subprocessors, and each Processor Affiliate shall implement appropriate technical and organizational measures to ensure a level of security to protect Playtika Personal Data, including in particular from any Security Incident.
4.2. The parties acknowledge that security requirements are constantly changing, and that effective security requires frequent evaluation and regular improvements of outdated security measures. The Processor will therefore establish and implement a process to regularly test and evaluate the measures as implemented in accordance with this Article and will tighten, supplement and improve these measures in order to maintain compliance with the requirements set out in this Article.
5. Data Transfers
5.1. Controller authorizes Processor to transfer Playtika Personal Data across international borders, including from the European Economic Area and/or UK to the United States. Processor will put in place and maintain appropriate controls, consistent with and as required by Applicable Data Protection Law, to ensure the legal transfer of the Playtika Personal Data, such as the Standard Contractual Clauses, including but not limited to cases where Processor’s use of Subprocessors involve transfer of Playtika Personal Data across international borders.
(a) For the purposes of Clause 8 of the Standard Contractual Clauses, the following is deemed an instruction by the Controller to process Playtika Personal Data: (a) Processing in accordance with the Agreement and applicable Order Form(s); (b) Processing initiated by users and (c) Processing to comply with other reasonable documented instructions provided by Controller (e.g., via email).
6.1. Processor will provide Controller written notice within no more than three (3) days of receipt of any request it receives from a regulator, law enforcement, court, or any other relevant authority to produce or disclose Playtika Personal Data, except where forbidden to do so by applicable law, so that Controller may contest or attempt to limit the scope of production or disclosure request. If reasonably requested by Controller, Processor agrees to provide assistance to Controller to contest or limit the scope of production.
6.2. Processor will notify Controller in writing of any request for information received by a Data Subject relating to Playtika Personal Data within three (3) days of receiving the request. Processor agrees to comply with all reasonable requests and instructions from Controller related to any such request from a Data Subject. Processor shall not respond to any Data Subject request other than as directed by Controller.
7. Security Incidents
7.1. The Processor shall have in place and follow written policies and procedures to detect, respond to, investigate, and promptly notify the Controller about any Security Incident. These policies and procedures shall include steps to (a) detect, identify, and respond to reasonably suspected and/or confirmed Security Incidents; (b) mitigate harmful effects of such Security Incidents; (c) document relevant information about the Security Incident, including the investigation and remediation thereof; and (d) restore the availability and access to any affected Personal Data in a timely manner.
7.2. Processor shall notify Controller in writing promptly, without undue delay, and within no more than seventy-two (72) hours any Security Incident that it becomes aware of that may impact the Processing of Playtika Personal Data. Processor shall use every effort to mitigate the breach and prevent its recurrence; and shall at all times cooperate with the Controller, and follow the Controller’s instructions on issuing any statements or notices to any regulatory authority, law enforcement, news agency/ies, affected Data Subjects, and/or others (“Notices”) regarding such breaches. Controller has the right, in its sole discretion, to provide the content of all Notices or to review and approve the content of all Notices before Processor sends them, provided that Controller shall not unreasonably withhold or delay such content or approval.
7.3. Any notifications made to the Controller pursuant to this Article shall be sent to [email protected], and shall contain:
(a) all available details required under Applicable Data Protection Laws to enable Controller to comply with its obligations, including but not limited to a description of the nature of the Security Incident, the categories and approximate number of Data Subjects and records concerned, and location of residence of Data Subjects concerned;
(b) the name and contact details of the Processor’s data protection officer or another contact point where more information can be obtained if different from that provided in the signature block of this Addendum;
(c) a description of the likely consequences of the Security Incident; and
(d) a description of the measures taken or proposed to be taken by the Processor to address the Security Incident including, where appropriate, measures to mitigate its possible adverse effects.
8.1. To the extent necessary for Processor to perform the Services and/or fulfill its obligations under the Agreement and this Addendum, Controller authorizes Processor to engage Subprocessors for carrying out specific Processing activities.
8.2. Before the effective date of this Addendum, Processor will provide to Controller a list of the Subprocessors Processor currently engages in a form substantially similar to that provided in Annex 2 attached hereto.
8.3. Processor will inform Controller in writing at least sixty (60) days in advance of any new or substitute Subprocessor. Controller shall have the right to object, on reasoned grounds, to any new or substitute Subprocessor. If Controller so objects, Processor may not engage that new or substitute Subprocessor for the purpose of Processing Playtika Personal Data and, if Processor cannot provide the Services without use of such Subprocessor, Controller shall have the right to terminate that portion of the Services and Processor will refund any pre-paid fees to Controller with respect to such terminated Services.
8.4. Processor shall remain fully liable to the Controller for the performance or failure of performance of its Subprocessors.
The Processor shall (a) enter into written agreements with each
Subprocessor to ensure that the Subprocessor is bound by the same or
substantially similar data protection obligations of the Processor under
this Addendum, (b) supervise compliance
Subprocessors the obligations to implement appropriate technical and organizational measures and permit audits by Controller (and Controller’s regulators) in such a manner that the Processing will meet the requirements of Applicable Data Protection Law.
8.6. The Controller may request that the Processor audit a Subprocessor or provide confirmation that such an audit has occurred (or, where available, obtain or assist Controller in obtaining a third-party audit report concerning the Subprocessor’s operations) to ensure compliance with its obligations imposed by the Processor in conformity with this Agreement.
9. Storage and Return and/or Destruction of Personal Data
9.2. Processor will retain Playtika Personal Data in accordance with the retention policy (as communicated to Processor).
9.3. At the expiration of the applicable retention period(s) as indicated in the retention policy (as communicated to Processor), within thirty (30) days of expiration or termination of this Addendum, or earlier upon the Controller’s request, or upon fulfillment of all purposes agreed in the context of the Services, the Processor shall, at the discretion of the Controller, either delete, destroy or return all Playtika Personal Data to the Controller and destroy or return any existing copies of it. In addition, Processor shall ensure that its Subprocessors will also delete, destroy or return all copies of Playtika Personal Data in their possession or control, as appropriate.
9.4. No later than sixty (60) days following expiration or termination of this Addendum, Processor shall provide a Certificate of Return /Destruction/Deletion certifying that Processor has returned, destroyed, and/or deleted all Playtika Personal Data in its possession and control and a Certificate of Destruction by Subprocessors certifying that Processor’s Subprocessors have destroyed all Playtika Personal Data in their respective possession or control.
10. Assistance to Controller
10.1. The Processor shall assist the Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subjects’ rights under Applicable Data Protection Law.
10.2. The Processor shall assist the Controller in ensuring compliance with the obligations pursuant to Article 4 (Security), preparation of data protection impact assessments, data transfer assessments and prior consultations with Supervisory Authorities.
10.3. In addition to any other rights provided in the Agreement, Processor acknowledges and agrees that Controller and its regulators have the right to conduct on-site audits of Processor’s architecture, systems, and documentation related to Processor’s compliance with Applicable Data Protection Law and this Addendum. The Processor shall make available to the Controller all information necessary to demonstrate compliance with the Processor’s obligations and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller.
11.1. Notwithstanding any provision in the Agreement, the Processor shall defend, indemnify, and hold harmless the Controller and the Controller’s officers, directors, employees, and agents, from and against all claims, actions, disputes, third party claims, losses, damages, fines, liabilities and other costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with (a) a breach of this Addendum and/or the Applicable Data Protection Law by the Processor, (b) a Security Incident that may impact Playtika Personal Data or (c) Processor’s or Processor’s Subprocessor’s negligence or willful misconduct related to Playtika Personal Data.
11.2. Any limitation of liability included in the Agreement shall not apply to this Section 11 of the Addendum.
12. Duration and Termination
12.1. This Addendum shall come into effect on the effective date in accordance with the Agreement.
12.2. For so long as Processor or any of its Subprocessors Processes Playtika Personal Data, termination or expiration of this Addendum shall not discharge the Processor from its obligations under this Addendum.
13.1. Inconsistency. In the event of any inconsistency between the provisions of this Addendum and the provisions of the Agreement, the provisions of this Addendum shall prevail.
13.2. Governing Law and Jurisdiction.
(a) The parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity.
(b) This Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Agreement.
13.3. Severance. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall either be (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
Standard Contractual Clauses (processors)
STANDARD CONTRACTUAL CLAUSES
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7 – Optional
Docking clause- OMITTED
SECTION II – OBLIGATIONS OF THE PARTIES
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I. B, unless on further instructions from the data exporter.
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non- compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Use of sub-processors
(a) The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 60 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Data subject rights
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub- processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
(a) The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Obligations of the data importer in case of access by public authorities
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.1 Review of legality and data minimization
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non- compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third- party beneficiary rights. The Parties agree that this shall be the law of of the country where the data exporter is established (in case the data exporter is not established in an EU member state – the law of Romania).
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of the country where the data exporter is established (in case the data exporter is not established in an EU member state – the courts of Romania).
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such court.
ANNEX I – Standard Contractual Clauses
A. LIST OF PARTIES
The data exporter is the Playtika entity named in the Agreement.
Activities relevant to the data transferred under these Clauses:
The basic processing activities as necessary for vendor to provide the Services as described in the Agreement.
Role (controller/processor): Controller
The data importer is the Vendor named in the Agreement.
Activities relevant to the data transferred under these Clauses:
The basic processing activities as necessary for vendor to provide the Services as described in the Agreement.
Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred:
The personal data transferred concerns the categories of data subjects indicated in the Agreement.
Categories of personal data transferred:
The personal data transferred concerns the categories of data indicated in the Agreement.
Sensitive data transferred (if applicable):
The personal data transferred will not concern any special categories of data unless specified in the Agreement.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Continuous basis limited to the necessary for vendor to provide the Services as described in the Agreement
Nature of the processing
The basic processing activities as necessary for vendor to provide the Services as described in the Agreement.
Purpose(s) of the data transfer and further processing
For the vendor to provide the Services as described in the Agreement.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:
For so long as the Vendor provides the services as described in the Agreement and subject to section 9.2 of the DPA.
C. COMPETENT SUPERVISORY AUTHORITY
Relevant authority where the data exporter is established. (in case the data exporter is not established in an EU member state – the relevant authority of Romania).
ANNEX II - Standard Contractual Clauses
Playtika Information Security Requirements
Description of the technical and organizational security measures implemented by the data importer in accordance with Clause 8(3):
The Processor shall:
1. Implement appropriate environmental and physical security measure to prevent unauthorized physical access to restricted information and the systems managing it.
2. Manage and restrict access to only the resources necessary for users (application, database, network, and system administrators) to perform authorized functions. The Processor should document all the user types and their related permissions.
3. Require strong authentication and encryption that meet security standards for any remote access to Confidential Information and Playtika’s network.
4. Use a secure method for securing authentication information (user name and password) by acceptable security standards.
5. Separate Playtika's information from any other customer or Processor’s own applications and information, including but not limited to the public internet or any system used by the Processor. Information shall be protected using appropriate tools and measures, including but not limited to access control, firewall, anti-virus applications.
6. Do not transfer and store Playtika’s information on removable devices, laptops, smartphones, tablets, etc., unless agreed upon in advance with Playtika in writing. The Processor shall implement security measures such as using encryption to protect all of Playtika's information stored on mobile devices.
7. Regularly install the most recent system and security updates to systems that used to access, process, manage, or store Playtika's information.
8. Conduct risk assessment processes and surveys to regularly assess information security risks; the Processor shall inform these risks to Playtika and remediate such risks as soon as possible.
9. Employ appropriate measures of identification and access controls to any of the Processor’s systems and Playtika's information. The Processor should save log files of all access to Playtika’s information.
10. Use only the mutually agreed upon facilities and connection methodologies to remotely connect to Playtika's network. Any connection to Playtika’s information sources using a remote connection are conditioned on prior approval.
11. Transfer of Confidential Information between Playtika and the Processor will be implemented by using secure file transfer platform.
12. Conduct a penetration test and / or code review (“Security Check”) once a year or after any major change in the system. Such Security Check should be done by external organization that Playtika accept and will be able to receive the reports on demand. In any case, Playtika keeps the right to run its own security checks once a year, and its findings will be handled in a binding manner as described here: Once findings are discovered Processor will be obligated to make corrections according to the following schedule: Critical within 5 days, high within 14 days, medium month and low within 3 months.
13. Ensure that all personnel, subcontractors or representatives performing work under this Agreement, are in compliance with these measures. Without derogating from the Processor’s obligation to supervise his personnel and implement the security demands.
14. Provide an appropriate level of periodical training concerning the organizational security measures and privacy issues, to the personnel who has access to Playtika’s Confidential Information.
For clarification, Playtika reserves the right to change said demands in its sole discretion, based on its needs and according to technological developments, and any applicable law.
Nature of processing
Location of processing
Nature of processing
Location of processing