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1 | 1 | --- |
2 | 2 | title: "Data Processing Agreement" |
3 | 3 | --- |
| 4 | + |
| 5 | +Last Modified: August 18, 2025 |
| 6 | + |
4 | 7 | This Data Processing Addendum ("DPA") forms part of and is subject to the agreement, whether written or |
5 | 8 | electronic, between the Customer and Kernel Technologies, Inc. ("Kernel") for the Services (as defined in |
6 | 9 | Section 1 below) (collectively, the "Agreement"). For the purposes of this DPA, |
@@ -69,6 +72,9 @@ Data only as a processor (or sub-processor) acting on behalf Customer and, with |
69 | 72 | service provider, in each case, regardless of whether Customer acts as a controller or as a data processor |
70 | 73 | on behalf of a third-party controller with respect to Customer Personal Data. |
71 | 74 |
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| 75 | +For purposes of European Data Protection Laws, the parties acknowledge and agree that Customer is |
| 76 | +the Controller and Kernel is the Processor of Customer Personal Data processed under this DPA. |
| 77 | + |
72 | 78 | 3.2 Scope of Processing. Kernel certifies that it will not (i) "sell" or "share" Customer Personal Data; (ii) |
73 | 79 | retain, use or disclose Customer Personal Data outside of the direct business relationship between |
74 | 80 | Customer and Kernel or for any purpose other than as permitted under the Agreement (including |
@@ -118,7 +124,7 @@ Kernel's access to process such Customer Personal Data. The period for which Cus |
118 | 124 | Data will be retained and the criteria used to determine that period shall be determined by Customer |
119 | 125 | during the term of the Agreement. Upon termination or expiration of the Agreement, Customer may |
120 | 126 | retrieve or delete all Customer Personal Data as set forth in the Agreement. Any Customer Personal Data |
121 | | -not deleted by Customer shall be deleted by Kernel promptly upon the later of (i) expiration or |
| 127 | +not deleted by Customer shall be deleted by Kernel within thirty (30) upon the later of (i) expiration or |
122 | 128 | termination of the Agreement and (ii) expiration of any post-termination "retrieval period" set forth in |
123 | 129 | the Agreement. |
124 | 130 |
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@@ -232,14 +238,41 @@ extent such information is available. |
232 | 238 | ## 6. Hosting and Processing Locations |
233 | 239 | For Kernel's cloud services, Kernel will only host Customer Personal |
234 | 240 | Data in the specified region(s) disclosed to Customer. Kernel will not Process Customer Personal Data |
235 | | -from outside the disclosed hosting region except as reasonably necessary to provide the Services or as |
| 241 | +from outside the disclosed hosting region(s) except as reasonably necessary to provide the Services or as |
236 | 242 | necessary to comply with the law or binding order of a governmental body. |
237 | 243 | As between Customer and Kernel, Customer is solely |
238 | 244 | responsible for any access granted to Kernel to Customer Personal Data hosted by Customer. |
239 | 245 |
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| 246 | +6.1 Schrems II and Standard Contractual Clauses. Where Customer Personal Data |
| 247 | +originating in the EEA, UK, or Switzerland is transferred to Kernel in the United States, |
| 248 | +the parties agree that such transfers shall be governed by the EU Commission |
| 249 | +Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), |
| 250 | +which are hereby incorporated by reference. |
| 251 | + |
| 252 | +(a) The parties agree that Module Two (Controller-to-Processor) shall apply where |
| 253 | +Customer is a Controller and Kernel is a Processor, and Module Three (Processor-to-Processor) |
| 254 | +shall apply where Customer is a Processor and Kernel is a Sub-Processor. |
| 255 | + |
| 256 | +(b) For purposes of the SCCs: (i) the data exporter is Customer and the data importer is Kernel; |
| 257 | +(ii) the parties elect Option 2 of Clause 9 (general authorization of subprocessors), |
| 258 | +and the time period for notice of changes shall be as set forth in Section 4.3 of this DPA; |
| 259 | +(iii) the optional docking clause in Clause 7 shall apply; (iv) for Clause 17, the parties select |
| 260 | +the law of Ireland; and (v) for Clause 18, the courts of Ireland shall have jurisdiction. |
| 261 | + |
| 262 | +(c) Kernel shall implement and maintain supplementary measures to ensure a level of |
| 263 | +protection essentially equivalent to that under European Data Protection Laws, including |
| 264 | +encryption in transit and at rest, strict access controls, policies for handling government |
| 265 | +access requests, and transparency commitments, in accordance with Schrems II. |
| 266 | + |
| 267 | +(d) For transfers from the UK, the parties agree that the International Data Transfer |
| 268 | +Addendum (issued by the UK Information Commissioner's Office) shall apply, |
| 269 | +incorporating the SCCs as modified by that Addendum. For transfers from Switzerland, |
| 270 | +the SCCs apply with the modifications required by the Swiss Federal Data Protection Act. |
| 271 | + |
| 272 | + |
240 | 273 | ## 7. Personal Data Breach Management and Notification |
241 | | -If Kernel becomes aware of a Personal Data |
242 | | -Breach, Kernel shall: (i) promptly notify Customer of the discovery of the Personal Data Breach, which |
| 274 | +If Kernel becomes aware of a Personal Data Breach, Kernel shall notify Customer without undue delay |
| 275 | +and in any event within twenty-four (24) hours: (i) the discovery of the Personal Data Breach, which |
243 | 276 | shall include a summary of the known circumstances of the Personal Data Breach and the corrective action |
244 | 277 | taken or to be taken by Kernel; (ii) conduct an investigation of the circumstances of the Personal Data |
245 | 278 | Breach; (iii) use commercially reasonable efforts to mitigate the effects of the Personal Data Breach; and (iv) |
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