Cato Networks Data Processing and Privacy Agreement
The security of customer data is of utmost importance to us. We (“Cato” as such term is defined in the Order attached to the MSA or “We”), want to make the customer’s experience satisfying and safe. Because We secure and process certain types of information about our customers, We believe that our customers should fully understand the terms and conditions surrounding the solutions, products and services offered by Cato or its subsidiaries or affiliated companies (collectively, the “Services“), all as set forth in the Master Service Agreement between the parties (the “MSA“). This Data Processing and Privacy Agreement (the “Agreement“) describes how We process and secure Customer Data (as defined below) and shall be subject to the terms of the MSA.
- Customer (as defined below) is hereby deemed to be the “Controller” within the meaning of article 4 (7) of the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the “GDPR“).
- Cato is hereby deemed to be the “Processor” within the meaning of article 4 (8) of the GDPR.
- Purpose of Processing Customer Data. In order to provide the Services, We process (within the meaning of article 4 (2) of the GDPR) Cato’s customer (the “Customer“) information and data which may include personal information (collectively “Customer Data”). Customer Data is any information provided by Customer for data processing via our Services, and may include name, title, address, email address, e-mail communications, phone number, login information (account number, password), as well as application network traffic and related information. We process Customer Data only for provision and operation of the Services, unless otherwise required by applicable law, in which case, Cato shall inform Customer of such legal requirement before carrying out the processing. By using the Services, you instruct Cato to process your Customer Data, in accordance with this Agreement and in compliance with applicable law.
- Global Processing. In order to provide a global service, Cato may need to process Customer Data at locations other than physical locations where Customer reside, for example to support the Customer’s mobile users or cloud resources. As such, some of the uses and processing of information mentioned in this Agreement may involve the processing of Customer Data in various countries around the world, all of which Cato ensures meet the required levels of privacy protection required for secure processing according to applicable regulatory and compliance standards. As the Customer Data may be transferred outside the European Economic Area, if applicable, and in the absence of an Adequacy Decision of the European Commission, the EU Model clauses approved by the European Commission and attached hereto as Schedule I shall apply, as shall be amended from time to time.
- Customer Data Security. Cato takes data security seriously, and therefore, Cato’s servers are protected by the broadest industry standards of security technology in compliance with ISO27001 and the GDPR. We employ physical, electronic, and procedural security measures and safeguards to protect Customer Data. All of Cato’s systems are monitored and scanned routinely for vulnerabilities and intrusions. Our data security policies and procedures are aligned with widely accepted international standards and are reviewed and updated as necessary to meet changes in technology, and regulatory requirements.
- Rights of the Customer. Cato processes Customer Data only to provide the Services in accordance with this Agreement. We review our data security and processing practices to ensure that We only process and maintain Customer Data required to effectively carry out the Services. To the extent that Cato processes employee data that includes personal information, we process such information only for the purpose it was intended and in compliance with all applicable privacy laws.
Upon receipt of your written request, We will disclose to you the Customer Data being processed by us. Upon your request, We will also correct, amend or delete any Customer Data that is inaccurate. We do not charge for complying with a correction request. Requests to delete Customer Data (if any) are subject all applicable legal obligations imposed on Cato. We ask individual users to identify themselves and refrain from any act that would jeopardize the privacy of others. A complaint or request of the Customer’s employee or consultant with regard to the processing of Customer Data will be forwarded immediately by the Processor to the Customer with responsibility for handling the request. Upon such request Cato shall restrict processing of the applicable Customer Data, until Cato validates the request or complaint with the Customer’s authorized representative.
- Security Measures. Cato implements the following security measures with respect to Customer Data:
- Access Control of Processing Areas. Take measures to prevent unauthorized persons from gaining access to Cato data processing equipment (namely servers and related hardware) where Customer Data is processed or used, by, for example: (i) establishing secure processing; (ii) protecting and restricting of access paths; (iii) monitoring, logging and hosting all access to the data centers where Customer Data is hosted; and (iv) securing all data centers where Customer Data is hosted by a security alarm system, and other appropriate security measures.
- Access Control to Data Processing Systems. Process and procedures to prevent Cato data processing systems from being used by unauthorized persons, to include: (i) identification of the user to the data processor systems; (ii) issuing and safeguarding of identification codes; (iii) password complexity requirements (minimum length, expiry of password, etc.); and (iv) protection against external access by means of an industrial worldwide standard firewall.
- Access Control to Use Specific Areas of Data Processing Systems. Measures to ensure that persons entitled to use Cato’s data processing systems are only able to access the data within the scope and to the extent covered by their respective access authorization and that Customer Data cannot be read, copied or modified or removed without authorization, to include by: (i) implementing binding employee policies and providing training in respect of each employee’s access rights to the Customer Data; (ii) effective and measured disciplinary action against individuals who access Customer Data without authorization; (iii) release of data to only authorized persons; and (iv) policies controlling the retention of back-up copies.
- Transmission Control. Procedures to prevent Customer Data from being read, copied, altered or deleted by unauthorized parties during the transmission thereof or during the transport of the data media and to ensure that it is possible to check data transmission facilities, to include: (i) use of firewall and encryption technologies to protect the gateways and pipelines through which the data travels; (ii) constant monitoring of infrastructure; and (iii) monitoring of the completeness and correctness of the processing of data.
- Input Control. Measures to ensure that it is possible to check and establish whether and by whom Customer Data has been input into data processing systems or removed, to include: (i) authentication of the authorized personnel; (ii) protective measures for the data input into memory, as well as for the reading, alteration and deletion of stored data; (iii) utilization of user codes (passwords); and (iv) providing that entries to data processing facilities are capable of being locked.
- Control of Instructions. Measures to ensure that Cato processes Customer Data solely in accordance with the instructions of the Customer include: (i) working only with such third party providers for the purpose of providing the Services (and sub-processors, if any) after carrying out a thorough review of the privacy policies of such third party providers; (ii) subject to a legally binding contract obligating such third party providers: (a) to adhere to all data security and privacy laws and regulations (including without limitation, the GDPR) ; (b) to comply with confidentiality obligations, reporting obligations and security measures with regard to the processing of Customer Data, which obligations and measures must at least comply with the provisions of this Agreement; and (c) not to process Customer Data in any other manner than agreed in this Agreement.
- Availability Control. Measures to ensure that Customer Data are protected from accidental destruction or loss, to include: (i) infrastructure redundancy; and (ii) regular backups performed on servers.
- Segregation of Processing. Procedures to ensure that data collected for different purposes can be processed separately, to include: (i) separating data through application security for the appropriate users; and (ii) designing interfaces, batch processes and reports for only specific purposes and functions, so data collected for specific purposes is processed separately.
- Security Incident Notification. If Cato becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, Customer’s Data (“Security Incident“), Cato will notify Customer without unreasonable delay, but in any event within 2 business days from becoming aware of the Security Incident. Cato will also reasonably cooperate with Customer with respect to any investigations and with preparing potentially required notices, and provide any information reasonably requested by Customer in relation to the Security Incident.
- Enforcement. Please feel free to direct any questions or concerns regarding this Agreement or our treatment of Customer Data by contacting us as provided herein below. If you have any questions about this Agreement, please feel free to contact us at: firstname.lastname@example.org. At request, Cato shall make available to the Customer all information necessary to demonstrate compliance with the applicable articles of the GDPR.
- Cato ensures that everyone, including its employees, agents and/or sub-processors (if any), who are involved in the processing of Customer Data, treat the Customer Data as confidential. Cato ensures that each person who is involved in the processing of Customer Data has entered into a confidentiality agreement or accepted a confidentiality clause.
- Retention periods and destruction of Personal Data. Cato will not retain any Customer Data after the Term (as defined below) ends, unless the Customer Data should be kept for a longer period, such as in the context of legal obligations, or at the request of the Customer. After the end of the Term, Cato, at Cato’s choice, shall return or destroy Customer Data. Cato will inform all sub-processors (if any) involved in the processing of Customer Data of a termination of this Agreement and/or the MSA and will ensure that all sub-processors will or have the Customer Data destroyed or returned.
- Term. The term of this Agreement shall be the term of the MSA.
- Consent To Processing. By using our Services pursuant to this Agreement, the Customer fully understands and consents to this Agreement and the processing of Customer Data as described herein. If you do not consent to the terms of this Agreement, please do not use the Services.
- Governing Law & Jurisdiction. This Agreement is governed by the laws as stipulated in the MSA with respect to any disputes or claims howsoever arising under this Agreement, including disputes regarding its existence, validity or termination or the consequences of its nullity; and this Agreement and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the MSA.
Last updated 1/1/2019
Standard contractual clauses—set II—controller to processor
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection
The entity identified as Customer in the Order attached to the MSA.
(the data exporter)
as such entity is defined in the Order attached to the MSA
(the data importer)
each a ‘party’; together ‘the parties’,
Have agreed on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
For the purposes of the Clauses:
(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) ‘the data exporter’ means the controller who transfers the personal data;
(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
2. Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
3. Third-party beneficiary clause
- The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
- The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
- The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
- The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.Obligations of the data exporter
4. The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
- Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
(ii) any accidental or unauthorised access; and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.
- The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
- If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
- If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.
7. Mediation and jurisdiction
- The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
- The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
8. Cooperation with supervisory authorities
- The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
- The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
- The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
9. Governing law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
10. Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
- The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
- The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
- The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law set forth in the MSA.
- The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
12. Obligation after the termination of personal data-processing services
- The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
- The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix
The data exporter is the entity identified as Customer in the Order attached to the MSA.
The data importer is the entity defined in the Order attached to the MSA.
Data Subjects are defined in section 1(a).
Categories of data
The personal data is defined in section 1(a).
The personal data transferred will be subject to the following basic processing activities (please specify):
The processing operations are defined in Section 3 of the DPA.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix 2 forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
The technical and organizational security measures implemented by the data importer are as described in the DPA.