đź’¸ Fundraising? Get investor intros from your network with our new fundraising pipeline! Fundraise faster
EFFECTIVE DAY 5 MARCH 2023
This Data Processing Addendum, including its annexes and the Standard Contractual Clauses, ("DPA") is made by and between Bridge (“Bridge”), and Customer, pursuant to the Master SaaS Subscription Agreement, the Terms of Service or other written or electronic agreement between the parties (as applicable) ("Agreement").
This DPA forms part of the Agreement and sets out the terms that apply when Personal Data is processed by Bridge under the Agreement. The purpose of the DPA is to ensure such processing is conducted in accordance with applicable laws and with due respect for the rights and freedoms of individuals whose Personal Data is processed.
1. Definitions. Any capitalized term used but not defined in this DPA has the meaning provided to it in the Agreement.
i. "Account Data" means Personal Data that relates to Customer’s relationship with Bridge, including to access Customer’s account and billing information, identity verification, maintain or improve performance of the Services, provide support, investigate and prevent system abuse, or fulfill legal obligations.
ii. "Affiliate" means any entity controlled by, controlling or under common control by an entity, where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.
iii. "Applicable Data Protection Legislation" refers to laws and regulations applicable to Bridge’s processing of personal data under the Agreement, including but not limited to (a) the GDPR, (b) in respect of the UK, the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2019 ("UK GDPR") and the Data Protection Act 2018 (together, "UK Data Protection Laws"), (c) the Swiss Federal Data Protection Act and its implementing regulations ("Swiss DPA"), (d) CCPA, and (e) Australian Privacy Principles and the Australian Privacy Act (1988), in each case, as may be amended, superseded or replaced.
iv. "CCPA" means the California Consumer Privacy Act of 2018 and any binding regulations promulgated thereunder, in each case, as may be amended from time to time. This includes but it is not limited to the California Privacy Rights Act of 2020.
v. "Controller" or "controller" means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.
vi. "Customer Data" means personal data that relates to Customer’s relationship with Bridge, including Personal Data that Bridge processes as a Processor on behalf of Customer.
vii. "Europe" means for the purposes of this DPA the European Economic Area ("EEA"), United Kingdom ("UK") and Switzerland.
viii. "GDPR" means 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).
ix. "Personal Data" or "personal data" means any information, including personal information, relating to an identified or identifiable natural person (“data subject”) or as defined in and subject to Applicable Data Protection Legislation.
x. “Privacy Policy” means the then-current privacy policy for the Services available at https://get.brdg.app/privacy
xi. "Processor" or "processor" means the entity which processes Personal Data on behalf of the Controller.
xii. "Processing" or "processing" (and "Process" or "process") means any operation or set of operations performed upon Personal Data, whether or not by automated means, means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, recording, securing, organization, storage, adaptation or alteration, access to, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction.
xiii. "Restricted Transfer" means: (i) where the GDPR applies, a transfer of personal data from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of personal data from the UK to any other country which is not based on adequacy regulations pursuant to Section 17A of the Data Protection Act 2018; and (iii) where the Swiss DPA applies, a transfer of personal data to a country outside of Switzerland which is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner.
xiv. "Security Breach" means a breach of security leading to any accidental, unauthorized or unlawful loss, disclosure, destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data transmitted, stored or otherwise processed by Bridge. A Security Incident shall not include an unsuccessful attempt or activity that does not compromise the security of Customer Data, including (without limitation) pings and other broadcast attacks of firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents.
xv. "Standard Contractual Clauses" or "SCCs" means (i) where the GDPR applies, the standard contractual clauses annexed to the European Commission's Implementing Decision (EU) 2021/914 of 4 June 2021 standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, available at https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914&from=EN ("EU SCCs"); (ii) where the UK GDPR applies, the applicable standard data protection clauses adopted pursuant to Article 46(2)(c), or (d) where the UK GDPR means the International Data Transfer Addendum to the EU Standard Contractual Clauses issued by the Information Commissioner's Office under s.119A(1) of the Data Protection Act 2018, as such Addendum may be revised under Section 18 therein ("UK SCCs") and (iii) where the Swiss DPA applies, the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner (the "Swiss SCCs") (in each case, as updated, amended or superseded from time to time).
xvi. "Sub-processor" or "sub-processor" means (a) Bridge, when Bridge is processing Customer Data and where Customer is itself a processor of such Customer Data, or (b) any third-party Processor engaged by Bridge or its Affiliates to assist in fulfilling Bridge's obligations under the Agreement and which processes Customer Data. Sub-processors may include third parties or Bridge Affiliates but shall exclude Bridge employees, contractors or consultants.
xvii. "Third Party Request" means any request, correspondence, inquiry, or complaint from a data subject, regulatory authority, or third party.
xviii. "UK Addendum" means the International Data Transfer Addendum to the EU Standard Contractual Clauses issued by the Information Commissioner's Office under s.119A(1) of the Data Protection Act 2018, as such Addendum may be revised under Section 18 therein. This is found in Schedule 4 below.
i. Applicability.
This DPA will apply only to the extent that Bridge processes, on behalf of Customer, Personal Data to which Applicable Data Protection Legislation applies.
ii. Scope.
The subject matter of the data processing is the provision of the Services, and the processing will be carried out for the duration of the Agreement.
iii. Bridge as a Processor.
The parties acknowledge and agree that regarding the processing of Customer Data, Customer may act either as a controller or processor and Bridge is a processor. Bridge will process Customer Data in accordance with Customer’s instructions.
‍
iv. Bridge as a Controller of Account Data.
The parties acknowledge that, regarding the processing of Account Data, Customer is a controller and Bridge is an independent controller, not a joint controller with Customer. Bridge will process Account Data as a controller (a) in order to manage the relationship with Customer; (b) carry out Bridge's core business operations; (c) in order to detect, prevent, or investigate security incidents, fraud, and other abuse or misuse of the Services; (d) identity verification; (e) to comply with Bridge’s legal or regulatory obligations; and (f) as otherwise permitted under Applicable Data Protection Legislation and in accordance with this DPA, the Agreement, and the Privacy Policy.
i. Customer Instructions. Customer appoints Bridge as a processor to process Customer Data on behalf of, and in accordance with, Customer’s instructions (a) as set forth in the Agreement, this DPA, and as otherwise necessary to provide the Services to Customer (which may include investigating security incidents, and detecting and preventing exploits or abuse); (b) as necessary to comply with applicable law, including Applicable Data Protection Legislation; and (c) as otherwise agreed in writing between the parties (“Permitted Purposes”).
ii. Lawfulness of Instructions. Customer will ensure that its instructions comply with Applicable Data Protection Legislation. Customer acknowledges that Bridge is neither responsible for determining which laws are applicable to Customer’s business nor whether Bridge’s Services meet or will meet the requirements of such laws. Customer will ensure that Bridge’s processing of Customer Data, when done in accordance with Customer’s instructions, will not cause Bridge to violate any applicable law, including Applicable Data Protection Legislation. Bridge will inform Customer if it becomes aware, or reasonably believes, that Customer’s instructions violate applicable law, including Applicable Data Protection Legislation.
iii. Additional Instructions. Additional instructions outside the scope of the Agreement or this DPA will be mutually agreed to between the parties in writing.
Customer shall be responsible for ensuring that: a) all such notices have been given, and all such authorizations have been obtained, as required under Applicable Data Protection Legislation, for Bridge (and its Affiliates and Sub-processors) to process Customer Data as contemplated by the Agreement and this DPA; b) it has complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including Applicable Data Protection Legislation; and c) it has, and will continue to have, the right to transfer, or provide access to, Customer Data to Bridge for processing in accordance with the terms of the Agreement and this DPA.
i. Confidentiality Obligations of Bridge Personnel.
a. Security Policy and Confidentiality. Bridge requires all employees to acknowledge in writing, at the time of hire, they will adhere to terms that are in accordance with Bridge’s security policy and to protect Customer Data at all times. Bridge requires all employees to sign a confidentiality statement at the time of hire.
b. Bridge will ensure that any person that it authorizes to process Customer Data (including its staff, agents, and subcontractors) shall be subject to a duty of confidentiality (whether in accordance with Bridge's confidentiality obligations in the Agreement or a statutory duty).
ii. Responding to Third Party Requests.
In the event any Third Party Request is made directly to Bridge in connection with Bridge’s processing of Customer Data, Bridge will promptly inform Customer and provide details of the same, to the extent legally permitted. Bridge will not respond to any Third Party Request, without prior notice to Customer and an opportunity to object, except as legally required to do so or to confirm that such Third Party Request relates to Customer.
i. Authorization for Sub-processing.
Customer agrees that (a) Bridge may engage Sub-processors and Bridge Affiliates; and (b) such Affiliates and Sub-processors respectively may engage third party processors to process Customer Data on Bridge's behalf. Customer provides a general authorization for Bridge to engage onward sub-processors that is conditioned on the following requirements: (a) Bridge will restrict the onward sub-processor’s access to Customer Data only to what is strictly necessary to provide the Services, and Bridge will prohibit the sub-processor from processing the Personal Data for any other purpose. (b) Bridge agrees to impose contractual data protection obligations, including appropriate technical and organizational measures to protect personal data, on any sub-processor it appoints that require such sub-processor to protect Customer Data to the standard required by Applicable Data Protection Legislation; and (c) Bridge will remain accountable for any breach of this DPA that is caused by an act or omission of its sub-processors.
ii. Current Sub-processors.
a. Customer understands that effective operation of the Services may require the transfer of Customer Data to Bridge Affiliates, such as Bridge Your Network, Inc., or to Bridge's Sub-processors. Customer hereby authorizes the transfer of Customer Data to locations outside Europe (Bridge’s primary processing facilities are in the United States of America), including to Bridge Affiliates and Sub-processors, subject to continued compliance with this DPA throughout the duration of the Agreement. Customer hereby provides general authorization to Bridge engaging additional third-party Sub-processors to process Customer Data within the Services for the Permitted Purposes.
b. Bridge may, by giving reasonable notice to the Customer, add to the Sub-processor Page. Bridge will notify Customer if it intends to add or replace Sub-processors from the Sub-Processor Page at least 7 days prior to any such changes. To receive such notification, Customers can email tech@brdg.app to join Bridge’s distribution list. If Customer objects to the appointment of an additional Sub-processor within fourteen (14) calendar days of such notice on reasonable grounds relating to the protection of the Personal Data, then Bridge will work in good faith with Customer to find an alternative solution. In the event that the parties are unable to find such a solution, Customer may terminate the Agreement at no additional cost.
Bridge shall, to the extent required by Applicable Data Protection Legislation, provide Customer with reasonable assistance (at Customer's cost and expense) with data protection impact assessments or prior consultations with data protection authorities that Customer is required to carry out under such legislation.
i. Bridge has in place and will maintain throughout the term of this Agreement appropriate technical and organizational measures designed to protect Customer Data against Security Breaches.
ii. These measures shall at a minimum comply with applicable law
iii. Customer acknowledges that the security measures are subject to technical progress and development and that Bridge may update or modify the security measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.
iv. Bridge will ensure that any person authorized to process Customer Data (including its staff, agents, and subcontractors) shall be subject to a duty of confidentiality.
v. Upon becoming aware of a Security Breach involving Customer Data processed by Bridge on behalf of Customer under this DPA, Bridge shall notify Customer without undue delay and shall provide such information as Customer may reasonably require, including to enable Customer to fulfil its data breach reporting obligations under Applicable Data Protection Legislation.
vi. Bridge’s notification of or response to a Security Breach shall not be construed as an acknowledgement by Bridge of any fault or liability with respect to the Security Breach.
vii. Customer is solely responsible for its use of the Service, including (a) making appropriate use of the Service to ensure a level of security appropriate to the risk in respect of Customer Data; (b) securing the account authentication credentials, systems and devices Customer uses to access the Service; and (c) backing up Customer Data.
Upon termination or expiry of this Agreement, Bridge will (at Customer's election) delete or return to Customer all Customer Data (including copies) in its possession or control as soon as reasonably practicable and within a maximum period of 30 days of termination or expiry of the Agreement, save that this requirement will not apply to the extent that Brudge is required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which Customer Data Bridge will securely isolate and protect from any further processing, except to the extent required by applicable law.
i. The parties acknowledge that when Bridge is acting as a processor on behalf of Customer, Customer must be able to assess Bridge’s compliance with its obligations under Applicable Data Protection Legislation and this DPA.
ii. Bridge shall make available to Customer all information reasonably necessary to demonstrate compliance with this DPA and the obligations under Article 28 of the GDPR. While it is the parties' intention ordinarily to rely on the provision of the documentation to demonstrate Bridge's compliance with this DPA and the provisions of Article 28 of the GDPR, Brudge shall permit Customer (or its appointed third party auditors) to carry out an audit at Customer’s cost and expense (including without limitation the costs and expenses of Bridge) of Bridge’s processing of Customer Data under the Agreement following a Security Breach suffered by Bridge, or upon the instruction of a data protection authority acting pursuant to Applicable Data Protection Legislation. Customer must give Bridge reasonable prior notice of such intention to audit, conduct its audit during normal business hours, and take all reasonable measures to prevent unnecessary disruption to Bridge's operations. Any such audit shall be subject to Bridge's security and confidentiality terms and guidelines and may only be performed a maximum of once annually. If Bridge declines to follow any instruction requested by Customer regarding audits, Customer is entitled to terminate the Agreement.
i. Location of Processing. Customer acknowledges that Bridge and its Sub-processors may transfer and process personal data to and in the United States of America and other locations in which Bridge, its Affiliates or its Sub-processors maintain data processing operations, as more particularly described in the Sub-processor Page. Bridge shall ensure that such transfers are made in compliance with Applicable Data Protection Legislation and this DPA.
ii. Transfer Mechanism. The parties agree that when the transfer of personal data from Customer (as "data exporter") to Bridge (as "data importer") is a Restricted Transfer and Applicable Data Protection Legislation require that appropriate safeguards are put in place, such transfer shall be subject to the appropriate Standard Contractual Clauses, which shall be deemed incorporated into and form part of this DPA, as follows:
a. In relation to transfers of Customer Data that is protected by the GDPR, the EU SCCs shall apply, completed as follows:
Module Two or Module Three will apply (as applicable);
- in Clause 7, the optional docking clause will apply;
- in Clause 9, Option 2 will apply, and the time period for prior notice of Sub-processor changes shall be as set out in the sub processor section of this DPA;
- in Clause 11, the optional language will not apply;
- in Clause 17, Option 1 will apply, and the EU SCCs will be governed by by the law of the EU Member State in which the data exporter is established and if no such law by Irish law;
- in Clause 18(b), disputes shall be resolved before the courts of the EU Member State in which the data exporter is established and otherwise Ireland;
- Annex I of the EU SCCs shall be deemed completed with the information set out in this DPA; and
- Subject to the security section of this DPA, Annex II of the EU SCCs shall be deemed completed with the information set out in this DPA;
b. In relation to transfers of Account Data protected by the GDPR and processed in accordance with the Applicability and Scope subsection  (Bridge as a Controller of Account Data) of this DPA, the EU SCCs shall apply, completed as follows:
- Module One will apply;
- in Clause 7, the optional docking clause will apply;
- in Clause 11, the optional language will not apply;
- in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;
- in Clause 18(b), disputes shall be resolved before the courts of Ireland;
- Annex I of the EU SCCs shall be deemed completed with the information set out in this DPA; and
- Subject to Security section of this DPA, Annex II of the EU SCCs shall be deemed completed with the information set out in this DPA;
c. In relation to transfers of personal data protected by the UK GDPR or Swiss DPA, the EU SCCs as implemented under sub-paragraphs (a) and (b) above will apply with the following modifications:
- references to "Regulation (EU) 2016/679" shall be interpreted as references to UK Privacy Laws or the Swiss DPA (as applicable);
- references to specific Articles of "Regulation (EU) 2016/679" shall be replaced with the equivalent article or section of UK Privacy Laws or the Swiss DPA (as applicable);
- references to "EU", "Union", "Member State" and "Member State law" shall be replaced with references to "UK" or "Switzerland", or "UK law" or "Swiss law" (as applicable);
- the term "member state" shall not be interpreted in such a way as to exclude data subjects in the UK or Switzerland from the possibility of suing for their rights in their place of habitual residence (i.e., the UK or Switzerland);
- Clause 13(a) and Part C of Annex I are not used and the "competent supervisory authority" is the UK Information Commissioner or Swiss Federal Data Protection Information Commissioner (as applicable);
- references to the "competent supervisory authority" and "competent courts" shall be replaced with references to the "Information Commissioner" and the "courts of England and Wales" or the "Swiss Federal Data Protection Information Commissioner" and "applicable courts of Switzerland" (as applicable);
- in Clause 17, the Standard Contractual Clauses shall be governed by the laws of England and Wales or Switzerland (as applicable); and
- with respect to transfers to which UK Privacy Laws apply, Clause 18 shall be amended to state "Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may bring legal proceeding against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts", and with respect to transfers to which the Swiss DPA applies, Clause 18(b) shall state that disputes shall be resolved before the applicable courts of Switzerland.
d. To the extent that and for so long as the EU SCCs as implemented in accordance with sub-paragraph (a)-(c) above cannot be used to lawfully transfer Customer Data and Account Data in accordance with the UK GDPR to Bridge, the UK SCCs shall be incorporated into and form an integral part of this DPA and shall apply to transfers governed by the UK GDPR. For the purposes of the UK SCCs, the relevant annexes, appendices or tables shall be deemed populated with the information set out in this DPA.
- in relation to data that is protected by the UK GDPR, the EU SCCs will apply as follows: (i) apply as completed in accordance with above; and (ii) be deemed amended as specified by Part 2 of the UK Addendum, which shall be deemed incorporated into and form an integral part of this DPA. In addition, tables 1 to 3 in Part 1 of the UK Addendum shall be completed respectively with the information set out in this DPA and table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting "neither party".
e. It is not the intention of either party to contradict or restrict any of the provisions set forth in the Standard Contractual Clauses and, accordingly, if and to the extent the Standard Contractual Clauses conflict with any provision of the Agreement (including this DPA) the Standard Contractual Clauses shall prevail to the extent of such conflict.
iii. Alternative Transfer Mechanism. To the extent that Bridge adopts an alternative data export mechanism (including any new version of or successor to the Standard Contractual Clauses adopted pursuant to Applicable Data Protection Legislation) ("Alternative Transfer Mechanism"), the Alternative Transfer Mechanism shall upon notice to Customer and an opportunity to object, apply instead of any applicable transfer mechanism described in this DPA (but only to the extent such Alternative Transfer Mechanism complies with Applicable Data Protection Legislation applicable to Europe and extends to territories to which Customer Data and Account Data is transferred).
i.. Data Subject Rights. Bridge provides Customer with a number of self-service features via the Services. Customer may use such self-service features to assist in complying with its obligations under Applicable Data Protection Law with respect to responding to Third Party Requests from data subjects via the Services at no additional cost. Upon Customer’s request, Bridge shall, taking into account the nature of the processing, provide reasonable assistance to Customer where possible and at Customer’s cost and expense, to enable Customer to respond to requests from a data subject seeking to exercise their rights under Applicable Data Protection Legislation. In the event that such request is made directly to Bridge, if Bridge can, through reasonable means, identify the Customer as the controller of the Customer personal data of a data subject, Bridge shall promptly inform Customer of the same. As between the Parties, Customer shall have sole discretion and responsibility in responding to the rights asserted by any individual in relation to Customer Personal Data.
ii. Cooperation. In the event that either party receives (a) any request from a data subject to exercise any of its rights under Applicable Data Protection Legislation or (b) any Third Party Request relating to the processing of Account Data or Customer Personal Data conducted by the other party, such party will promptly inform the other party in writing. The parties agree to cooperate, in good faith, as necessary to respond to any Third Party Request and fulfill their respective obligations under Applicable Data Protection Legislation.
i. If there is a conflict between the Agreement and this DPA, the terms of this DPA will prevail. The order of precedence will be: (a) this DPA; (a) the Agreement; and (c) the Privacy Policy. To the extent there is any conflict between the Standard Contractual Clauses, and any other terms in this DPA, the Agreement, or the Privacy Pol-icy, the provisions of the Standard Contractual Clauses will prevail.
ii. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.
iii. In no event does this DPA restrict or limit the rights of any data subject or of any competent supervisory authority.
iv. In the event (and to the extent only) of a conflict (whether actual or perceived) among Applicable Data Protection Legislation, the parties (or relevant party as the case may be) shall comply with the more onerous requirement or standard which shall, in the event of a dispute in that regard, be solely determined by Bridge.
v. Notwithstanding anything else to the contrary in the Agreement and without prejudice to "Bridge as a Processor" and "Bridge as a Controller of Account Data", Bridge reserves the right to make any modification to this DPA as may be required to comply with Applicable Data Protection Legislation.
vi. Except as amended by this DPA, the Agreement will remain in full force and effect.
vii. Notwithstanding anything in the Agreement or any order form entered in connection therewith, the parties acknowledge and agree that Bridge access to Customer Data does not constitute part of the consideration exchanged by the parties in respect of the Agreement.
viii. Notwithstanding anything to the contrary in this DPA or in the Agreement (including, without limitation, either party’s indemnification obligations), neither party will be responsible for any GDPR fines issued or levied under Article 83 of the GDPR against the other party by a regulatory authority or governmental body in connection with such other party’s violation of the GDPR.
ix. Notwithstanding anything to the contrary in this DPA or in the Agreement (including, without limitation, either party’s indemnification obligations), neither party will be responsible for any UK GDPR fines issued or levied under Article 83 of the UK GDPR against the other party by a regulatory authority or governmental body in connection with such other party’s violation of the UK GDPR.
The parties have caused this DPA to be executed by their authorized representatives, and this DPA and the Standard Contractual Clauses, will be effective on the date both parties have signed it.
‍
