Data Processing Agreement

1. Definitions.

The following terms have the following meanings when used in this DPA. Any capitalized terms that are not defined in this DPA have the meaning provided in your Services Agreement.



“Customer,” “you” and “your” means the organization that uses the Services subject to the relevant Services Agreement.



“Customer Personal Data” means any personal data that Customer provides to Service Provider in connection with the Services that is processed by Service Provider.



“Data Protection Law” means, to the extent applicable (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“EU GDPR”); (ii) the Data Protection Act 2018 and EU GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (“UK GDPR”); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); (iv) the Swiss Federal Act on Data Protection and its implementing regulations (“FADP”); (v) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (Cal. Civ. Code §§ 1798.100 to 1798.199.100), together with the relevant regulations (collectively, the “CCPA”); and (vi) any other data protection legislation applicable to the respective party in its role in the processing of Customer Personal Data under the Services Agreement, in each case as may be amended, superseded, or replaced from time to time.



“Data Subject Request” has the meaning given to it in Section 5.1.



“EEA” means the European Economic Area.



“Services” means the service(s) provided by Service Provider to Customer pursuant to the Services Agreement.

"Subprocessor" means any third-party data processor engaged by Service Provider to process Customer Personal Data.


“Technical and Organizational Security Measures” has the meaning given to it in Section 3.2.


The terms “controller,” “data subject,” “personal data,” “personal data breach,” “processor,” “processing” and “supervisory authority” have the meanings set forth in the EU GDPR.

2. Data Processing.

2.1. Scope and Roles. This DPA applies when Service Provider processes Customer Personal Data in the course of providing the Services. In this context, Service Provider is a “processor” to Customer, who may act as either a “controller” or “processor” with respect to such Customer Personal Data.



2.2. Details of the Processing.



2.2.1. Subject Matter. The subject matter of the data processing under this DPA is Customer Personal Data.



2.2.2. Duration. As between Service Provider and Customer, the duration of the data processing under this DPA is until the expiration or termination of the Services Agreement in accordance with its terms or as otherwise determined by Customer.



2.2.3. Purpose. The purpose of the data processing under this DPA is the provision of the Services as initiated by Customer.



2.2.4. Nature. Computation, analysis, and such other Services as described in the Services Agreement.



2.2.5. Types of Customer Personal Data. The types of Customer Personal Data processed under this DPA include any Customer Personal Data provided to Service Provider by Customer in connection with the Services.



2.2.6. Categories of Data Subjects. The data subjects may include Customer’s customers, employees, suppliers, and end users, or any other individual whose personal data Customer provides to Service Provider in connection with the Services.



2.3. Compliance with Laws. Each party will comply with all applicable Data Protection Law in relation to the processing of Customer Personal Data.



2.4. Service Provider’s Processing. Service Provider will process Customer Personal Data only for the purposes of: (i) provisioning the Services, (ii) processing initiated by Customer in its use of the Services, and (iii) processing in accordance with your Services Agreement, this DPA, and your other reasonable documented instructions that are consistent with the terms of your Services Agreement. Any other processing will require prior written agreement between the parties, which may be subject to additional terms.



2.5. Customer Obligations. Customer acknowledges and agrees that it controls the nature and contents of the Customer Personal Data and will indemnify Service Provider from any claims resulting from Service Provider’s compliance with Customer’s instructions in relation to the processing of Customer Personal Data. Customer represents and warrants that it has provided notice and obtained (or will obtain) all consents and rights necessary under applicable Data Protection Law for Service Provider to transfer and process personal data (including but not limited to any special categories of personal data) and provide the Services pursuant to the Services Agreement (including this DPA).

3. Security.

3.1. Confidentiality of Personnel. Service Provider will ensure that any of our personnel and any subcontractors who have access to Customer Personal Data are under an appropriate obligation of confidentiality.



3.2. Security Measures. We will implement appropriate technical and organizational security measures to ensure a level of security appropriate to the risks that are presented by the processing of Customer Personal Data. (“Technical and Organizational Security Measures”).



3.3. Optional Security Controls. Service Provider makes available a number of security controls, features, and functionalities that Customer may elect to use, as described in the Technical and Organizational Security Measures and our Documentation. Customer is responsible for implementing those measures to ensure a level of security appropriate to the Customer Personal Data.


3.4. Breach Notification. We will notify you without undue delay if we become aware of a personal data breach affecting Customer Personal Data.

4. Subprocessors.

4.1. Authorized Subprocessors. You acknowledge and agree that we may retain our affiliates and other third parties to further process Customer Personal Data on your behalf as Subprocessors in connection with the provision of the Services. We maintain a current list of our Subprocessors on Schedule 1 (Subprocessors), which forms an integral part of this DPA. We will update the list at least 30 days before the addition or replacement of any Subprocessor. You may also register to receive email notifications of any change to our list of Subprocessors.



4.2. Objections to Subprocessors. In the event you have a reasonable objection to any new Subprocessor on grounds relating to data protection, we will discuss such concerns in good faith with a view to achieving resolution. If we are not able to achieve resolution (A) we will instruct such Subprocessor not to process Customer Personal Data on your behalf and, if possible, continue to provide the Services in accordance with the terms of the Services Agreement, or (B) if we cannot provide the Services without the use of such Subprocessor, you may, as your sole and exclusive remedy, terminate the applicable Order Form pursuant to the Services Agreement.



4.3. Subprocessor Obligations. Service Provider will impose on each Subprocessor the same data protection obligations as are imposed on us under this DPA. We will be liable to you for the performance of the Subprocessors' obligations to the extent required by Data Protection Law.

5. Data Subject Requests.

5.1. Taking into account the nature of the processing, Service Provider must provide reasonable and timely assistance to Customer to enable Customer to respond to: (i) any request from a data subject to exercise any of its rights under Data Protection Law (including its rights of access, to rectification, to erasure, to restriction, to objection, and data portability, as applicable)(each, a “Data Subject Request”); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party, in each case in respect of Customer Personal Data that Service Provider processes on Customer’s behalf.



5.2. In the event that any request, correspondence, enquiry or complaint (referred to in Section 5.1 above) is made directly to Service Provider, Service Provider acting as a processor will not respond to such communication directly without Customer’s prior authorization, unless legally required to do so, and instead, after being notified by Service Provider, Customer may respond. If Service Provider is legally required to respond to such a request, Service Provider will promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.



5.3. To the extent Service Provider is required under Data Protection Law, Service Provider will provide reasonably requested information regarding the Services to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities, taking into account the nature of processing and the information available to Service Provider.



5.4. To the extent legally permitted, Customer will be responsible for any costs arising from Service Provider’s provision of assistance in relation to this Section, including any fees associated with the provision of additional functionality.

6. Other Requests for Customer Personal Data.

6.1. If we receive a valid and binding legal order (“Request”) from any governmental body (“Requesting Party”) for disclosure of Customer Personal Data, we will use commercially reasonable efforts to redirect the Requesting Party to seek that Customer Personal Data directly from Customer.



6.2. If, despite our efforts, we are compelled to disclose Customer Personal Data to a Requesting Party, we will:

(a) if legally permitted, promptly notify Customer of the Request to allow Customer to seek a protective order or other appropriate remedy. If we are prohibited from notifying Customer, we will use commercially reasonable efforts to obtain a waiver of that prohibition;

(b) challenge any over-broad or inappropriate Request (including Requests that conflict with applicable laws); and

(c) disclose only the minimum amount of Customer Personal Data necessary to satisfy the Request.

7. Cooperation.

Taking into account the nature of the processing and the information available to us, at your request and cost, Service Provider will provide reasonable assistance to ensure compliance with the obligations under applicable Data Protection Law with respect to implementing appropriate security measures, personal data breach notifications, impact assessments and consultations with supervisory authorities or regulators, in each case solely related to processing of Customer Personal Data by Service Provider.

8. Customer Audit Rights.

8.1. Upon Customer’s reasonable request, and subject to the confidentiality obligations set forth in your Services Agreement, Service Provider will make available to Customer (or Customer’s independent, third-party auditor) information regarding Service Provider’s compliance with the security obligations set forth in this DPA.



8.2. If that information is not sufficient to demonstrate our compliance with the security obligations in the DPA, you may contact Service Provider in accordance with the notice provision of your Services Agreement to request an on-site audit of Service Provider’s procedures relevant to the protection of Customer Personal Data, but only to the extent required under applicable Data Protection Law. Customer will reimburse Service Provider for its reasonable costs associated with any such on-site audit. Before the commencement of any such on-site audit, Customer and Service Provider will mutually agree upon the scope, timing, and duration of the audit.



8.3. Customer will promptly notify Service Provider with information regarding any non-compliance discovered during the course of an audit, and Service Provider will use commercially reasonable efforts to address any confirmed non-compliance.

9. Data Transfers.

You acknowledge and agree that Service Provider may access and process Customer Personal Data on a global basis in order to provide the Services in accordance with the Services Agreement, and in particular that Customer Personal Data may be transferred to and processed by Service Provider in the United States and other jurisdictions where our affiliates and subprocessors have operations. Where the transfer of Customer Personal Data is from the EEA, Switzerland or the United Kingdom to a territory which has not been recognized by the relevant data protection authorities as providing an adequate level of protection for personal data according to Data Protection Law, Service Provider agrees to process that Customer Personal Data in compliance with the provisions set out in Schedule 2 (Cross Border Data Transfers), which forms an integral part of this DPA.

10. Return or Deletion of Data.

Customer may retrieve or delete all Customer Personal Data upon expiration or termination of the Services Agreement. Upon termination of your Services Agreement or upon your request, Service Provider will delete any Customer Personal Data not deleted by Customer, unless we are legally required to store the Customer Personal Data.

11. CCPA Obligations.

For purposes of this Section 11, Customer Personal Data shall include “personal information” (as that term is defined under CCPA) that Customer provides and is processed by Service Provider. Service Provider is a “service provider” as defined in CCPA.



11.1. Service Provider will not:



11.1.1. retain, use, or disclose Customer Personal Data for any purpose other than providing the Services;



11.1.2. retain, use, or disclose Customer Personal Data outside of the direct business relationship between Service Provider and Customer;



11.1.3. sell or share Customer Personal Data (as the terms “sell” and “share” are defined in CCPA); or



11.1.4. combine Customer Personal Data with personal information that Service Provider has received from another Service Provider customer, except as permitted under CCPA.



11.2. We will notify you if we determine that we can no longer comply with our obligations as a service provider under CCPA.



11.3. You have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information that is protected under CCPA.

SCHEDULE 1 SUBPROCESSORS

Render
Purpose: Render provides infrastructure services for hosting cloud infrastructure including servers, databases, and caches. This is what candidate.fyi is hosted on
Location: United States

Google Cloud Storage
Purpose: Assets (e.g. files) are stored in GCP (Google Cloud Platform)

Location: United States

Merge.dev
Purpose: Merge acts as a connectivity layer into the applicant tracking system. We use merge to connect into the ATS.
Location: United States

Metabase
Purpose: Metabase enables viewing of customer records. This is restricted internally via hard access controls and policies, and a limited subset of candidate.fyi employees are able and permitted to access this data in response to support requests.

Location: United States

Sentry
Purpose: Sentry is a tool used for application monitoring and error tracking

Location: United States

PostHog
Purpose: PostHog is used for product analytics and to allow for providing aggregate analytics within the product.
Location: United States

Postmark
Purpose: Postmark is used for sending transactional emails. It may also be used for user initiated emails when using certain product features

Location: United States

SCHEDULE 2 CROSS BORDER DATA TRANSFERS

1. Definitions.



“Standard Contractual Clauses” means, as the circumstances may require, the applicable module(s) of the Standard Contractual Clauses approved by the European Commission in decision 2021/914, or any subsequent versions of the Standard Contractual Clauses which may be adopted by the European Commission from time to time. Upon the effective date of adoption for any revised Standard Contractual Clauses by the European Commission, all references in this DPA to the “Standard Contractual Clauses” shall refer to that latest version thereof.



“Alternative Transfer Mechanism” means a mechanism, if any, other than the Standard Contractual Clauses, that enables the lawful cross-border transfer of Customer Personal Data to a territory which has not been recognized by the relevant data protection authorities as providing an adequate level of protection for Customer Personal Data in accordance with Data Protection Law, for example, any replacement international instruments for the invalidated EU-U.S. and Switzerland-U.S. Privacy Shield Frameworks or Binding Corporate Rules under Article 47 of EU GDPR.



2. Order of Precedence for Transfer Mechanisms. If Service Provider adopts an Alternative Transfer Mechanism for any transfers that are subject to Section 9.3 of the DPA, then Service Provider will inform Customer of the relevant Alternative Transfer Mechanism and ensure that such transfers are made in accordance with it; and/or if Service Provider has not adopted, or informs Customer that Service Provider is no longer adopting, an Alternative Transfer Mechanism for such transfers, then the Standard Contractual Clauses shall apply in accordance with Section 3 below.

3. Incorporation of the Standard Contractual Clauses.



3.1. When the Standard Contractual Clauses are the applicable transfer mechanism in accordance with Section 2 above, the parties agree that:

3.1.1 Clause 7 will not apply.



3.1.2 in Clause 9(a), Option 2 will apply, and the time period for prior notice of Subprocessor changes will be as set forth in Section 4.1 of the DPA.



3.1.3 in Clause 11(a), the optional language will not apply.



3.1.4 in Clause 17, Option 1 will apply, and the Standard Contractual Clauses will be governed by the law of the Republic of Ireland.



3.1.5 in Clause 18(b), disputes will be resolved before the courts of the Republic of Ireland.



3.2. For purposes of Annex I, Part A of the Standard Contractual Clauses (List of Parties):



3.2.1 Data Exporter: Customer.

• Contact Details: Customer’s account owner email address, or to the email address(es) for which Customer elects to receive legal communications.
• Data Exporter Role: Data Exporter’s role is outlined in Section 2 of the DPA.
• Signature & Date: By entering into the Services Agreement, Data Exporter is deemed to have signed the Standard Contractual Clauses, including their Annexes and configured according to Section 3 of this Schedule 2 to the DPA, as of the effective date of the Services Agreement.

3.2.2 Data Importer: RocketHR Inc. (d/b/a candidate.fyi), a Delaware corporation on its own behalf and on behalf of its non-EEA Affiliates.

• Contact Details: support@candidate.fyi
• Data Importer Role: Data Importer’s role is outlined in Section 2 of the DPA.
• Signature & Date: By entering into the Services Agreement, Data Importer is deemed to have signed the Standard Contractual Clauses, including their Annexes and configured according to Section 3 of this Schedule 2 to the DPA, as of the effective date of the Services Agreement.

3.3. For purposes of Annex I, Part B of the Standard Contractual Clauses (Description of Transfer):




3.3.1 The categories of data subjects are described in Section 2.2.5 of the DPA.



3.3.2 The forms of Customer Personal Data transferred are described in Section 2.2.4 of the DPA.



3.3.3 The frequency of the transfer is on a continuous basis for the duration of the Services Agreement.



3.3.4 The nature and purpose of the processing is described in Section 2.2.3 of the DPA.



3.3.5 The period of retention of Customer Personal Data in relation to the processing will end upon expiration or termination of the Services Agreement.



3.3.6 For transfers to Subprocessors, the subject matter and nature of the processing is described in Schedule 1 to this DPA. The duration of processing by Subprocessors is the same as by Data Importer.



3.4. For purposes of Annex I, Part C of the Standard Contractual Clauses (Competent Supervisory Authority), the competent supervisory authority/ies shall be determined in accordance with EU GDPR and Clause 13 of the Standard Contractual Clauses.



3.5. Sections 3 and 4 of the DPA contain the information required under Annex II of the Standard Contractual Clauses (Technical and Organizational Measures).



3.6. In addition to the above stipulations, each of the following forms part of the Standard Contractual Clauses and sets out the parties’ understanding of their respective obligations under the Standard Contractual Clauses:



3.6.1 Clause 8.9 of the Standard Contractual Clauses: Audit. Data Exporter acknowledges and agrees that it exercises its audit right(s) under Clause 8.9 by instructing Data Importer to comply with the audit measures described in Section 8 (Customer Audit Rights) of the DPA.



3.6.2 Clause 9(c) of the Standard Contractual Clauses: Disclosure of Subprocessor agreements. The parties acknowledge that, pursuant to subprocessor confidentiality restrictions, Data Importer may be restricted from disclosing onward subprocessor agreements to Data Exporter. Even where Data Importer cannot disclose a subprocessor agreement to Data Exporter, the parties agree that, upon the request of Data Exporter, Data Importer shall (on a confidential basis) provide all information it reasonably can in connection with such subprocessing agreement to Data Exporter.



3.6.3 Clause 12 of the Standard Contractual Clauses: Liability. To the greatest extent permitted under Data Protection Law, any claims brought under the Standard Contractual Clauses will be subject to any aggregate limitations on liability set out in the Services Agreement.



4. Transfers of Customer Personal Data Protected by FADP.4.1. With respect to transfers of Customer Personal Data protected by FADP, the Standard Contractual Clauses will apply in accordance with Sections 2 and 3 above, with the following modifications:

4.1.1 any references in the Standard Contractual Clauses to "Directive 95/46/EC" or "Regulation (EU) 2016/679" shall be interpreted as references to FADP;



4.1.2 references to "EU", "Union", "Member State" and "Member State law" shall be interpreted as references to Switzerland and Swiss law, as the case may be; and



4.1.3 references to the "competent supervisory authority" and "competent courts" shall be interpreted as references to the Swiss Federal Data Protection and Information Commissioner and competent courts in Switzerland.



5. Transfers of Customer Personal Data Protected by UK GDPR.5.1. With respect to transfers of Customer Personal Data protected by UK GDPR, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued under S119A(1) Data Protection Act 2018 (“UK Addendum”), shall apply and be incorporated by reference into this DPA, with Part 1: Tables completed in accordance with the applicable stipulations in Section 3 of this Schedule 2. Either data exporter or data importer may terminate the UK Addendum pursuant to Section 19 of the UK Addendum if, after a good faith effort by the parties to amend the DPA to account for the approved changes and any reasonable clarifications to the UK Addendum, the parties are unable to come to agreement. To the extent of any conflict between Section 3 of this Schedule 2 and any mandatory clauses of the UK Addendum, the UK Addendum shall govern to the extent UK GDPR applies to the transfer.