RemoteLock Data Processing Agreement – Mutual

Last updated on December 14, 2022. 

This Data Processing Agreement (the “DPA”), entered into by the partner that is a party to the terms of services and/or agreement(s) that refer to this DPA (the “Partner”) and RemoteLock, Inc. (along with its affiliates, “RemoteLock”), governs the processing of Personal Data that Partner uploads or otherwise provides RemoteLock or that RemoteLock provides Partner in connection with the integration of RemoteLock and Partner services.

This DPA is incorporated into the relevant RemoteLock terms of service and agreement(s) and any applicable addendums and/or attachments under which RemoteLock and Partner may integrate their respective services and/or products (referred to collectively in this DPA as the “RemoteLock Contract”). Collectively, the DPA and the RemoteLock Contract are referred to in this DPA as the “Agreement”. In the event of any conflict or inconsistency between any of the terms of the Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) this DPA; (b) the RemoteLock Contract. Except as specifically amended in this DPA, the RemoteLock Contract remains unchanged and in full force and effect.

1. DEFINITIONS

“Data Protection Requirements” means the CCPA, the General Data Protection Regulation, and any other applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, and protection of Personal Data; and (b) the Processing of any Personal Data.

“EU Personal Data” means Personal Data the sharing of which is regulated by the General Data Protection Regulation.

“General Data Protection Regulation” means Regulation (EU) 2016/679 of the European Parliament and of the Council together with any subordinate legislation or regulation implementing the General Data Protection Regulation.

“Partner Personal Data” means Personal Data that Partner uploads or otherwise provides RemoteLock in connection with the integration of RemoteLock and Partner services.  Partner shall be considered the data controller and RemoteLock the data processor in connection with Partner Personal Data.

“Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual; (b) can be reasonably combined with other information to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.

“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Partner Personal Data.

“Process” and its cognates mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. 

“RemoteLock Personal Data” means Personal Data that RemoteLock provides Partner in connection with the integration of RemoteLock and Partner services.  RemoteLock shall be considered the data controller and Partner the data processor in connection with RemoteLock Personal Data.

“SCCs” means the European Commission Standard Contractual Clauses.

“Subprocessor” means any entity which provides processing services to a data processor in furtherance of such data processor’s processing of Personal Data.

“Supervisory Authority” means an independent public authority which is (i) established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation; or (ii) the public authority governing data protection, which has supervisory authority and jurisdiction over Partner.

“UK Addendum” means the international data transfer addendum to the EEA SCCs issued by the Information Commissioner for Parties making Restricted Transfers under S119A(1) Data Protection Act 2018.

“UK GDPR” means European Union Regulation 2016/679 as implemented by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.

2. NATURE OF DATA PROCESSING

Each data processor agrees to Process Personal Data on behalf of a data controller in connection with the Agreement only for the purposes set forth in the Agreement. For the avoidance of doubt, the categories of Personal Data Processed and the categories of data subjects subject to this DPA are described in Schedule A to this DPA.

3. COMPLIANCE WITH LAWS

The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.

4. DATA CONTROLLER OBLIGATIONS

4.1   Each party, in their capacity as a data controller, agrees to:

(i) determine the purposes and general means of the data processor’s Processing of Personal Data in accordance with the Agreement; and

(ii) comply with its protection, security and other obligations with respect to Personal Data prescribed by Data Protection Requirements for data controllers.  

4.2   Each data controller agrees to, at the other party’s request, designate a single point of contact responsible for receiving and responding to data subject requests that a data processor receives from data subjects relating to such data controller’s Personal Data.

5. DATA PROCESSOR OBLIGATIONS

5.1 Processing Requirements. Each party, in their capacity as a data processor, will:

a. Process Personal Data only for the purpose of providing, supporting and improving the other party’s services (including to provide insights and other reporting), using appropriate technical and organizational security measures. The data processor will not use or Process the Personal Data for any other purpose. The data processor will promptly inform the data controller in writing if it cannot comply with the requirements of this DPA;

b. Inform the data controller promptly if, in the data processor’s opinion, an instruction from the data controller violates applicable Data Protection Requirements;

c. Take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on its behalf comply with the terms of the Agreement;

d. Ensure that its employees, authorized agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Personal Data, including after the end of their respective employment, contract or assignment;

e. If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Subprocessors, (i) remain liable to the data controller for the Subprocessors’ acts and omissions with regard to data protection where such Subprocessors act on the data processor’s instructions; and (ii) enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein; and

f. Upon the data controller’s request, provide a list of Subprocessors that the data processor may use.  Each data controller hereby approves the use of all Subprocessors that the data processor may use in connection with such data processor’s services.

5.2 Notice. Each party, in their capacity as a data processor, will inform the data controller if it becomes aware of:

a. Any non-compliance by it or its employees with this DPA or the Data Protection Requirements relating to the protection of Personal Data Processed under this DPA;

b. Any legally binding request for disclosure of Personal Data by a law enforcement authority, unless the data processor is otherwise forbidden by law to inform the data controller, for example to preserve the confidentiality of an investigation by law enforcement authorities;

c. Any notice, inquiry or investigation by a Supervisory Authority with respect to Personal Data; or

d. Any complaint or request (in particular, requests for access, rectification, erasure, restriction, portability, blocking or deletion of Personal Data) received directly from data subjects of the data controller. The data controller will not substantively respond to any such request without the data processor’s prior written authorization.

5.3 Assistance. Each party, in their capacity as a data processor, will provide reasonable assistance to the data controller regarding:

a. Any requests from data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Personal Data that the data processor Processes for the data controller. In the event that a data subject sends such a request directly to the data processor, the data processor will promptly send such request to the data controller;

b. The investigation of Personal Data Breaches and the notification to the Supervisory Authority and data subjects regarding such Personal Data Breaches; and

c. Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.

5.4 Required Processing. If the data processor is required by Data Protection Requirements to Process any Personal Data for a reason other than in connection with the services described in the Agreement, the data processor will inform the data controller of this requirement in advance of any Processing, unless the data processor is legally prohibited from informing the data controller of such Processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).

5.5 Security. Each party, in their capacity as a data processor, will:

a. Maintain appropriate organizational and technical security measures (which may include, with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Personal Data while in transit and at rest) designed to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Personal Data;

b. Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all data processor personnel with respect to Personal Data and liable for any failure by such data processor personnel to meet the terms of this DPA;

c. Take reasonable steps to confirm that all data processor personnel are protecting the security, privacy and confidentiality of Personal Data consistent with the requirements of this DPA;

d. Notify the data processor of any Personal Data Breach by the data processor, its Subprocessors, or any other third parties acting on the data processor’s behalf without undue delay and in any event within 48 hours of becoming aware of a Personal Data Breach.

5.6 Notice to RemoteLock.  Partner may contact RemoteLock at datasecurity@remotelock.com regarding any matter related to this DPA.

6. AUDIT

6.1 Supervisory Authority Audit. If a Supervisory Authority requires an audit of the data processing facilities from which a data processor Processes Personal Data in order to ascertain or monitor compliance with Data Protection Requirements, the data processor will cooperate with such audit. The data controller is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time the data processor expends for any such audit.

7. DATA TRANSFERS

Each party hereby agrees that it shall only transfer Personal Data to the other party after the parties have implemented any additional measures required for any such transfer under applicable law, such as entering SCCs. 

If a party transfers Personal Data that is protected by the General Data Protection Regulation or the UK GDPR to the other party in a manner that requires the parties to enter into the SCCs and/or UK Addendum without the parties first having entered into the required agreements, the parties shall be deemed to have signed the applicable SCCs and/or UK Addendum by entering into this DPA and such agreements shall be incorporated herein by reference.

8. DATA RETURN AND DELETION

The parties agree that on the termination of the data processing services or upon a data controller’s reasonable request, the data processor shall, and shall cause any Subprocessors to, at the choice of the data controller, return all the Personal Data and copies of such data to the data controller or securely destroy them and demonstrate to the satisfaction of the data controller that it has taken such measures, unless Data Protection Requirements prevent the data processor from returning or destroying all or part of the Personal Data disclosed. In such case, the data controller agrees to preserve the confidentiality of the Personal Data retained by it and that it will only actively Process such Personal Data after such date in order to comply with applicable laws.

9. CCPA

The parties agree that for the purposes of the CCPA, the data processor acts as a CCPA Service Provider for Personal Data. 

10. TERM

This DPA shall remain in effect as long as either party carries out Personal Data processing operations on behalf of the other party or until the termination of the RemoteLock Contract (and all Personal Data has been returned or deleted in accordance with this DPA).

11. GOVERNING LAW, JURISDICTION, AND VENUE

Notwithstanding anything in the Agreement to the contrary, this DPA shall be governed by the laws of Colorado, and any action or proceeding related to this DPA (including those arising from non-contractual disputes or claims) will be brought in Denver, Colorado.

SCHEDULE A

CATEGORIES OF DATA SUBJECTS

  • Partner employees, agents and other administrators accessing RemoteLock services and/or products for the purpose of provide services to Partner’s end users.
  • RemoteLock employees, agents and other administrators accessing Partner services and/or products for the purpose of provide services to RemoteLock’s end users.
  • Partner’s and RemoteLock’s end users.

CATEGORIES OF PERSONAL DATA PROCESSED

  • Login ID information including name, email address and mobile phone number.
  • Access user and guest information including name, email address, mobile phone number and location.
  • Remote access control information and transactions including access requests and events.