GRID Inc. Data Processing Addendum
This Data Processing Addendum was updated on December 21, 2022 and applies to all Customers irrespective of the Effective Date of the Term Sheet.
3.1. Grid Inc. and Customer have entered into a master services agreement, together with one or more connected service orders and/or agreements (collectively the “Agreement”), pursuant to which Grid Inc. has agreed to provide the Services.
3.2. The Parties wish to define their respective data protection obligations relating to the Grid Inc.’s provision of Services to Customer.
In this DPA, the following terms shall have the following meanings. All capitalized terms not defined herein shall have the meaning set forth in the Agreement:
(a) “Applicable Data Protection Laws” means all applicable international, federal, national and state data protection and privacy laws, regulations, and industry self-regulatory rules, codes and guidelines that apply to the processing of Personal Data as applicable to Grid Inc. and its Media Buyers, including without limitation: (i) the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”) and the GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR“); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national laws made under or pursuant to (i) or (ii) (in each case, as superseded, amended or replaced); (iv) the California Consumer Privacy Act of 2018, California Civil Code §1798.100 et seq. (“CCPA“), together with any amending or replacement legislation, including the California Privacy Rights Act of 2020 (“CPRA”) and any regulations promulgated thereunder; (v) other applicable US privacy state laws; (vi) the rules, codes and guidelines of the European Interactive Digital Advertising Alliance (“EDAA“); and (vii) the Network Advertising Initiative (“NAI“).
(b) “Controller” shall have the meaning given to “controller” under Applicable Data Protection Laws. For purposes of this DPA, the term “Controller” shall also mean a “Business”, where applicable, pursuant to the CCPA.
(c) “Data Subject” and “Special Categories of Personal Data” shall have the meanings given in Applicable Data Protection Laws. For purposes of this DPA, the term “Data Subject” shall also include a “Consumer” as defined under the CCPA.
(d) “EEA” means for the purposes of this DPA, the member states of the European Economic Area, Switzerland, and the United Kingdom.
(f) “Grid Inc. Services” or “Services” has the meaning given to it in the Agreement or if not set forth in the Agreement, means the ad services provided by Grid Inc. to Customer in accordance with and as described in the Agreement.
(g) “Media Buyers” shall mean Grid Inc.’s media buying clients, including but not limited to demand side platforms, ad exchanges, agencies, agency trading desks and ad networks.
(h) “Permitted Purposes” means to perform the Agreement, carry out the Grid Inc. Services, and take other actions as permitted by law and under the Agreement.
(i) “Personal Data” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked to, directly or indirectly, a particular individual, consumer, data subject, or (for purposes of CCPA) household, processed pursuant to the Agreement and as to which one or both of the Parties is a Controller, and is defined as “personal information” or “personal data” under Applicable Data Protection Laws.
(j) “Processor” shall have the meaning given to “processor” under Applicable Data Protection Laws. For purposes of this DPA, the term “Processor” shall also mean a “Service Provider”, where applicable, pursuant to the CCPA.
(k) “Standard Contractual Clauses” means the Module One: Transfer controller to controller standard contractual clauses approved by the European Commission, including UK addendum approved by the United Kingdom’s Secretary of State (as applicable), as may be amended or replaced by the European Commission or the United Kingdom’s Secretary of State (as applicable) from time to time. The Standard Contractual Clauses as at the date of this DPA are as set out at: https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX%3A32021D0914&locale=en and the UK addendum is set out at: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf.
(l) “Supplementary Measures” means the provisions set out in Appendix 2 to this DPA.
(m) “Tracking Technologies” means technologies used to store or gain access to data stored on an end user’s device, including (as applicable), cookies, mobile SDKs, browser cache, unique identifiers, web beacons, pixels and/or similar tracking technologies.
6.1. Relationship of the Parties: The Parties agree that in connection with the Grid Inc. Services: (i) each Party may receive or otherwise collect Personal Data and (ii) Grid Inc. and its Media Buyers use Tracking Technologies in order to collect Personal Data. The Parties further acknowledge and agree each Party will process Personal Data received from the other Party in their own right as separate and independent Controllers for the Permitted Purposes. In no event will the Parties process Personal Data jointly as joint controllers (in accordance with the meaning ascribed in Applicable Data Protection Laws).
6.2. Prohibited data: Customer shall not disclose (and shall not direct or permit any Data Subject to disclose) any Special Categories of Personal Data to Grid Inc.
6.3. Requesting Consent: Neither Grid Inc. nor its Media Buyers has a direct relationship with any Data Subject visiting the Customer properties or viewing ads delivered to the Customer properties through the Grid Inc. Services. Accordingly, in each case where consent is the lawful basis for processing Personal Data or required for use of Tracking Technologies pursuant to Applicable Data Protection Laws, Customer agrees that it has obtained and shall be responsible for obtaining and maintaining all necessary consents from the relevant Data Subjects to lawfully permit Grid Inc. and all applicable Media Buyers to: (i) process Personal Data via the Grid Inc. Services for Permitted Purposes; and (ii) use Tracking Technologies in order to process Personal Data in connection with the performance of the Grid Inc. Services. Customer represents and warrants that it shall, at all times have in place a mechanism on Customer digital properties for obtaining and recording consent and enabling the Data Subject to withdraw their consent in accordance with Applicable Data Protection Laws, including, where applicable, the CCPA. For Customers located in the EEA, Grid Inc. is registered with and supports the IAB Transparency and Consent Framework. For Customers that qualify as a Business as defined under the CCPA, Grid Inc. supports the IAB’s CCPA Framework.
6.5. International transfers: To the extent that Grid Inc. processes (or causes to be processed) the Personal Data of a Data Subject from the EEA in a country outside of the EEA, it shall first take all such measures as are necessary to ensure appropriate safeguards and/or an adequate level of protection for such Personal Data in accordance with Applicable Data Protection Laws. Where such processing takes place in a country that does not have adequate data protection laws (as determined by the EU Commission or the United Kingdom’s Secretary of State, as applicable), the Standard Contractual Clauses shall be incorporated by reference into this DPA and shall apply in relation to such Personal Data, the Supplementary Measures herein shall also apply.
For the purposes of the Standard Contractual Clauses:
(a) Customer is the “data exporter” and Grid Inc. is the “data importer”;
(b) Where Customer is a data controller, the parties choose Module Two: Transfer controller to processor as being the only applicable terms between the parties and any terms related to and references therein to Module One, Module Three and Module Four shall be deemed deleted. However, where Customer is a data processor, the parties choose Module Three: Transfer processor to processor as being the only applicable terms between the parties and any terms related to and references therein to Module One, Module Two and Module Four shall be deemed deleted;
(c) In Clause 9, irrespective of the chosen Module, the Parties choose Option 2 and agree the time period shall be completed as at least 10 days in advance;
(d) the optional language in Clause 11(a) shall be deemed deleted;
(e) Clause 13(a) shall be amended as applicable depending on where the Customer is established (as identified in the Agreement);
(f) In Clause 17, the Parties choose Option 1 and agree that this shall be the law of Germany;
(g) Clause 18(b) shall be deemed completed with the courts of Berlin, Germany;
(h) Annex I to the Standard Contractual Clauses shall be deemed completed with the information set out in Appendix 1 to this DPA; and
(i) Annex II to the Standard Contractual Clauses shall be deemed completed with the information set out in Appendix 2 to this DPA.
(j) UK Addendum shall be deemed completed as follows:
a. Table 1 shall be deemed completed with Parties’ details from the Agreement;
b. Tables 2 and 3 shall be deemed completed with information set out in this clause 6.4;
c. In Table 4, the Parties choose the option “neither Party”.
6.6. Confidentiality of processing: The Parties shall ensure that any Processor that either Party authorises to process Personal Data shall protect the Personal Data in accordance with the confidentiality obligations under the Agreement.
6.7. Security: Both Parties shall implement technical and organisational measures as required by the Applicable Data Protection Laws to protect the Personal Data (i) from accidental or unlawful destruction, and (ii) unauthorised loss, alteration, disclosure of, or access to the Personal Data (a “Security Incident“). In the event a Party suffers a Security Incident, it shall notify the other Party without undue delay and both Parties shall cooperate in good faith to agree and carry out such measures as may be necessary to mitigate or remedy the effects of the Security Incident.
6.8. Cooperation and Data Subjects’ rights: The Parties shall, upon request, provide reasonable and timely assistance and cooperation to the other Party (at their own expense) to enable that Party to respond to: (i) any request from a Data Subject to exercise any of its rights under the Applicable Data Protection Laws (including the rights of access, correction, objection, erasure/deletion, opting out of third party sales of Personal Data, and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a Data Subject, regulator or other third party in connection with the processing of the Personal Data.
A. LIST OF PARTIES
Data exporter: the organisation identified as Customer. Customer’s contact information is specified in the Agreement. Customer’s activities are as described in the Agreement and in relation to these activities Customer is acting as an independent data controller for the personal data.
Data importer: the organisation identified as Grid Inc.. Grid Inc.’s contact information is specified in the Agreement. Grid Inc.’s activities are as described in the Agreement and in relation to these activities Grid Inc. is acting as an independent data controller for the personal data.
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred: End users that visit publisher and advertiser websites.
Categories of personal data transferred:
Behavioural data, including:
Sensitive data transferred (if applicable): No special categories of data or sensitive date is transferred.
Frequency of the transfer: On a continuous basis depending on Customer’s use of the Grid Inc. Services.
Nature of the processing: To provide the Services as described in the Agreement.
Purpose(s) of the data transfer and further processing: To provide the Services as described in the Agreement.
The period for which the personal data will be retained: The Services has different automated retention/deletion periods for different types of data and settings but in no event is personal data retained longer than is necessary.
Transfers to (sub-) processors: If applicable, the subject matter of processing of personal data by sub-processors is the personal data processing required for performance of the Services pursuant to the Agreement. The nature of the processing is to provide the Services under the Agreement and duration of the processing is for the Term of the Agreement.
C. COMPETENT SUPERVISORY AUTHORITY
The competent supervisory authority is as set out in Clause 13 of the Standard Contractual Clauses.
Description of the technical and organisational measures implemented by the data importer, including technical and organisational measures to ensure security of the data:
In all cases, the data importer uses various security technologies and procedures that help protect personal data from unauthorized access, use, disclosure, alteration or destruction.
(a) promptly notify the Customer of such Authority’s data access request;
(b) inform the Authority that any and all requests or demands for relating to the Transferred Personal Data should be notified to or served upon the Customer (as the originating Controller) in writing; and
(c) not provide the Authority with access to Transferred Personal Data unless and until authorised by the Customer, save to the extent any such order or request or other legally binding obligation on Grid, Inc. requires Grid, Inc. to do otherwise.
(a) massive, disproportionate or indiscriminate disclosure of personal data relating to data subjects in the European Economic Area or the United Kingdom; and
(b) disclosure of personal data relating to data subjects in European Economic Area or the United Kingdom to an Authority without a subpoena, warrant, writ, decree, summons or other legally binding order that compels disclosure of such personal data.