Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of the Agreement (the “Agreement”) between Customer and DISCO, to reflect the parties’ agreement about the Processing of Personal Data, when applicable, in accordance with the requirements of Data Protection Laws and Regulations. References to the Agreement will be construed as including without limitation this DPA. Any capitalized terms not defined herein shall have the respective meanings given to them in the Agreement. In the event of a conflict between the Agreement and this DPA, the terms of this DPA shall prevail.

1. Definitions.

a. “Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom, and the United States, applicable to the Processing of Personal Data under the Agreement, including the General Data Protection Regulation (“GDPR”) (Regulation (EU) 2016/679) and the California Consumer Privacy Act (“CCPA”).

b. “Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.

c. “Data Subject” means an individual who is the subject of Personal Data.

d. “Data Subject Request” means a request made by a Data Subject to exercise a right conferred on them in relation to Personal Data by the Data Protection Laws and Regulations.

e. “Personal Data” means any data relating to an identified or identifiable individual that are within the scope of protection as “personal data” under the Data Protection Laws and Regulations, and that are Processed by DISCO on behalf of Customer in connection with the provision of the DISCO software and services (but excluding any data that DISCO may process on its own behalf, such as to administer access to the DISCO software and services, or provide support services).

f. Processing Data. "Process” or Processing" means any operation or set of operations performed upon Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

g. “Controller to Processor Model Clauses” means the standard contractual clauses for the transfer of Personal Data to third countries approved by the European Commission Decision 2010/87/EU. A copy of the Controller to Processor Model Clauses is incorporated at Schedule 2.

2. Processing of Personal Data. 

a. Roles of the Parties. The parties agree that for the purposes of the GDPR, Customer is the controller solely responsible for determining the purposes and means of the Processing of Personal Data, and DISCO is Customer’s processor responsible for Processing Personal Data on behalf of the controller. DISCO may engage sub-processors to Process Personal Data pursuant to the requirements set forth in Section 3 “Sub-Processors” below.

b. Customer’s Processing of Personal Data. Customer is solely responsible for its compliance with the Data Protection Laws and Regulations, including without limitation the lawfulness of any transfer of Personal Data to DISCO and DISCO’s Processing of Personal Data. For the avoidance of doubt, but not by way of limitation, Customer’s instructions for the Processing of Personal Data must comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data, including providing any required notices to Data Subjects. Customer takes full responsibility to keep the amount of Personal Data provided to DISCO to the minimum necessary for DISCO to administrate the contractual relationship and to provide Customer with the DISCO software and services. Customer shall be solely responsible for establishing and maintaining any data processing registers or overview as required by any applicable law, including without limitation the Data Protection Laws and Regulations.

c. Customer’s Right to Issue Instructions. DISCO shall only Process Personal Data in accordance with Customer’s written instructions, unless DISCO is required to process the Personal Data for other reasons under the Data Protection Laws and Regulations. Customer’s initial instructions for the Processing of Personal Data are defined by the Agreement, Schedule 1 to this DPA, and any applicable order form or statement of work regarding the software and services. Subject to the terms of this DPA and with mutual agreement of the parties, Customer may issue additional written instructions concerning the type, extent and procedure of Processing. Any changes of the subject matter of Processing and of procedures shall be agreed upon by the parties in writing prior to becoming effective. Customer is responsible for ensuring that all individuals who provide written instructions to DISCO are authorized by Customer to issue instructions to DISCO. DISCO will inform Customer of any instruction that it deems to be in violation of Data Protection Laws and Regulations, and DISCO will not execute such instructions until the instruction has been confirmed or modified by Customer.

d. Details of Processing. The initial nature and purpose of the Processing, duration of the Processing, categories of Data Subjects, and types of Personal Data are set forth on Schedule 1.

e. Impact Assessments and Consultations. DISCO shall, at Customer’s expense, provide reasonable assistance, including by providing any relevant information, as Customer reasonably requires in order for Customer to prepare any data protection impact assessments or undertake any necessary data protection consultation required by the Data Protection Laws and Regulations.

f. Data Breach. DISCO shall notify Customer without undue delay in accordance with the applicable Data Protection Laws and Regulations upon becoming aware of a confirmed Data Breach, and shall provide Customer with reasonable assistance to allow Customer to notify Data Subjects or applicable regulatory authorities of the Data Breach where required by applicable Data Protection Laws and Regulations.

g. Return or Deletion of Customer Personal Data. Unless otherwise required by applicable laws to which DISCO is subject, DISCO will destroy or return to Customer its Personal Data upon termination or expiration of the relevant provisions of the Agreement.

3. Sub-Processors.

a. Use of Sub-processors. Customer agrees that DISCO may engage sub-processors to Process Personal Data in accordance with the DPA. A list of sub-processors including their addresses is available upon request. When engaging sub- processors, DISCO shall enter into agreements with the sub-processors to bind them to obligations which are substantially similar to those set out in this DPA. To the extent required, Customer explicitly mandates DISCO to sign such agreements directly with the sub-processors. Customer will not directly communicate with DISCO’s sub-processors about the software or services, unless agreed to by DISCO in DISCO’s sole discretion. DISCO shall remain fully liable for the acts or omissions of sub-processors.

b. DISCO Sub-processors Added After Effective Date. DISCO will notify Customer in advance of engaging any additional or replacement sub-processor using regular communication means such as email, websites, and portals. If Customer reasonably objects to the addition of a new sub-processor (e.g., such change causes Customer to be non-compliant with applicable Data Protection Laws and Regulations), Customer shall notify DISCO in writing of its specific objections within thirty (30) days of receiving such notification. If Customer does not object within such period, the addition of the new sub-processor and, if applicable, the accession to this DPA shall be considered accepted. If Customer does object to the addition of a new sub-processor and DISCO cannot accommodate Customer’s objection, Customer may terminate the services and software in writing within sixty (60) days of receiving DISCO’s notification.

4. Representations and Warranties.  Customer represents, warrants, and covenants the following:

a. The Personal Data has been collected and transferred to DISCO in accordance with the Data Protection Laws and Regulations.

b. Prior to its transfer to DISCO, the Personal Data has been maintained, retained, secured and protected in accordance with the Data Protection Laws and Regulations.

c. Customer will respond to inquiries from Data Subjects and from applicable regulatory authorities concerning the Processing of the Personal Data, and will alert DISCO of any inquiries from Data Subjects or from applicable regulatory authorities that relate to DISCO’s Processing of the Personal Data.

d. Where required by the Data Protection Laws and Regulations, Customer has a valid lawful basis for the Processing of Personal Data under this DPA.

e. Customer shall be solely responsible and liable for its compliance with the Data Protection Laws and Regulations.

5. Rights of Data Subjects.

DISCO shall promptly notify Customer if it receives a Data Subject Request and, to the extent applicable, DISCO shall provide Customer with commercially reasonable cooperation and assistance as is necessary for Customer to comply with its obligations under the Data Protection Laws and Regulations in relation to any such Data Subject Request. Customer shall use its best efforts to respond to and resolve promptly all Data Subject Requests which DISCO provides to Customer. Customer shall be responsible for any reasonable costs arising from DISCO’s provision of assistance under this Section. To the extent legally permitted, Customer shall be responsible for any costs arising from DISCO’s provision of such assistance.

6. DISCO Personnel.

a. Confidentiality. DISCO shall execute written agreements with its personnel to maintain the confidentiality of Personal Data, including after the termination of the personnel.

b. Limitation of Access. DISCO shall use commercially reasonable efforts to limit access to Personal Data to personnel who require such access to perform the Agreement.

7. Security. 

DISCO will implement appropriate technical, physical, and organizational measures to ensure a level of security appropriate to the risk posed by the Processing of Personal Data, taking into account the costs of implementation; the nature, scope, context, and purposes of the Processing, and the risk of varying likelihood and severity of harm to the Data Subjects. In assessing the appropriate level of security, DISCO shall weigh the risks presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise Processed.

8. Audit Rights.

 a. Audit Requests. DISCO will provide reasonable information to help Customer to assess DISCO’s compliance with the undertakings in this DPA. To the extent it is not possible to otherwise satisfy an audit obligation mandated by applicable Data Protection Laws and Regulations and subject to Section 8(c), only a legally mandated entity (such as a governmental regulatory agency having oversight of Customer’s operations) may conduct an onsite visit of the facilities used to provide the services. Unless expressly and specifically mandated by Data Protection Laws and Regulations, no audits are allowed within a data center for security and compliance reasons. After conducting an audit under this Section 8 or after receiving a DISCO report under this Section 8, Customer must notify DISCO of the specific manner, if any, in which DISCO does not comply with any of the security, confidentiality, or data protection obligations in this DPA, if applicable. Any information provided by DISCO will be deemed Confidential Information of DISCO.

b. Sub-Processors. Customer may not audit DISCO’s sub-processors without DISCO’s and DISCO’s sub-processor’s prior agreement. Customer agrees its requests to audit sub-processors may be satisfied by DISCO or DISCO’s sub-processors presenting up-to-date attestations, reports or extracts from independent bodies, including without limitation external or internal auditors, DISCO’s data protection officer or IT security personnel, data protection or quality auditors, or other mutually agreed to third parties, or certification by way of an IT security or data protection audit. Onsite audits at sub-processors’ premises may be performed by DISCO acting on behalf of Customer.

c. Audit Process. Unless required by Data Protection Laws and Regulations, Customer may request a summary audit report(s) or audit DISCO no more than once annually. Customer must provide at least six (6) weeks’ prior written notice to DISCO of a request for summary audit report(s) or request to audit. The scope of any audit will be limited to DISCO’s policies, procedures and controls relevant to the protection of Customer’s Personal Data as defined in Schedule 1. Subject to Section 8(b), all audits will be conducted during normal business hours, at DISCO's principal place of business or other DISCO location(s) where Personal Data is accessed, processed or administered, and will not unreasonably interfere with DISCO's day-to-day operations. An audit will be conducted at Customer’s sole cost and by a mutually agreed upon third party who is engaged and paid by Customer, and is under a non-disclosure agreement containing confidentiality provisions substantially similar to those set forth in the Agreement, obligating it to maintain the confidentiality of all DISCO Confidential Information and all audit findings. Before the commencement of any such on-site audit, DISCO and Customer shall mutually agree upon the timing, scope, and duration of the audit. DISCO will reasonably cooperate with the audit, including providing auditor the right to review but not to copy DISCO security information or materials during normal business hours. Customer shall, at no charge, provide to DISCO a full copy of all findings of the audit.

9. Controller to Processor Model Clauses.

Customer authorises DISCO to transfer Personal Data outside of the EEA and the UK (a “Data Transfer”) in connection with the provision of the services under the Agreement, provided that DISCO shall implement appropriate safeguards for any such Data Transfer, as required by the Data Protection Laws and Regulations. This Agreement incorporates the Controller to Processor Model Clauses at Schedule 2. The Controller to Processor Model Clauses have been approved by the European Commission as providing appropriate safeguards for Data Transfers. In the event that the Controller to Processor Model Clauses cease to be recognised as a lawful instrument for conducting Data Transfers, DISCO may instead implement alternative appropriate safeguards for any Data Transfer.

10. Limitation of Liability.

Each party’s and all of its affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA whether in contract, tort or under any other theory of liability, is subject to the limitation of liability provisions of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its affiliates under the Agreement and this DPA. For the avoidance of doubt, DISCO’s total liability for all claims from the Customer arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and this DPA.

11. Governing Law.

The parties agree that (1) governing law of this DPA, and (2) the forum for all disputes in respect of this DPA, shall be the same as set out in the Agreement, unless otherwise required by applicable Data Protection Laws and Regulations.

 

Effective date:  24 July 2020

 

 

Schedule 1

Nature and Purpose of Processing

Provision of ediscovery software-as-a-service and related services related to Customer’s end-clients involved in litigation, arbitration, or other dispute resolution proceedings.

Duration of Processing

DISCO will process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing. DISCO will retain Personal Data as set forth in the Agreement and DPA.

Categories of Data Subjects

Customer may submit Personal Data to the software or services, the extent of which is determined and controlled by Customer in its sole discretion. Such Personal Data may include, but is not limited to Personal Data relating to the following categories of Data Subjects:

  • ‍Partners of Customer
  • Employees of Customer
  • End-clients of Customer
  • Consultants or expert witnesses retained by Customer or Customer’s end-clients
  • Customer’s users authorized by Customer under the terms of the Agreement to use the software and services

Type of Personal Data

Customer may submit Personal Data to the software, services, or DISCO websites, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

  • Identity details (e.g. name, job title, organization)
  • Contact details (e.g. telephone, e-mail)
  • Planning and management data
  • User-provided content
  • Personal Data contained in data received from Customer’s end-client

Customer may specify further types of Personal Data or categories of Data Subjects in the Agreement, or notify DISCO of any additional types or categories from time to time.

Schedule 2

Controller to Processor Model Clauses

Standard contractual clauses for the transfer of personal data from the European Union to processors established in third countries (controller-to-processor transfers)

WHEREAS:

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 (as defined below) of the personal data specified in Appendix 1.

  1. Definitions

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 its behalf after the transfer in accordance with its 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 its 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.

  1. 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.

  1. Third-Party Beneficiary Clause

3.1 The data subject can enforce against the data exporter this clause 3, clause 4(b) to clause 4(i), clause 5(a) to clause 5(e) and clause 5(g) to clause 5(j), clause 6.1 and clause 6.2, clause 7, clause 8.2 and clause 9 to clause 12 as third-party beneficiary.

3.2 The data subject can enforce against the data importer this clause 3.2, clause 5(a) to clause 5(e) and clause 5(g), clause 6, clause 7, clause 8.2 and clause 9 to clause 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.

3.3 The data subject can enforce against the sub-processor this clause 3.3, clause 5(a) to clause 5(e) and clause 5(g), clause 6, clause 7, clause 8.2, and clause 9 to clause 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.

3.4 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.

  1. Obligations of the Data Exporter

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 clause 4(i).

  1. 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.

  1. Liability

6.1 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.

6.2 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 its 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 or 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.

6.3 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.

  1. Mediation and Jurisdiction

7.1 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.

7.2 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.

  1. Cooperation with Supervisory Authorities

8.1 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.

8.2 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.

8.3 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).

  1. Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

  1. 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 Clauses.

  1. Sub-Processing

11.1 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.

11.2 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.

11.3 The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.

11.4 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.

  1. Obligation After the Termination of Personal Data Processing Services

12.1 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.

12.2 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

Data exporter

The data exporter is (please specify briefly your activities relevant to the transfer):

The data exporter is the legal entity that entering into the Agreement with the data importer.

Data importer

The data importer is (please specify briefly your activities relevant to the transfer):

CS Disco, Inc. provides to practicing legal professionals a suite of software and solutions including DISCO Ediscovery, DISCO Case Builder, and DISCO Managed Review, which process personal data upon the instructions of the data exporter strictly in accordance with the terms of the Agreement with the data exporter.

Data subjects

The personal data transferred concern the following categories of data subjects (please specify):

  • Partners of data exporter
  • Employees of data exporter
  • End-clients of data exporter
  • Consultants or expert witnesses retained by data exporter or data exporter’s end-clients
  • Data exporter’s users authorized by data exporter under the terms of the Agreement to use the software and services

Categories of data

The personal data transferred concern the following categories of data (please specify):

  • Identity details (e.g. name, job title, organization)
  • Contact details (e.g. telephone, e-mail)
  • Planning and management data
  • User-provided content
  • Personal Data contained in data received from Customer’s end-client

Data exporter may specify further types of personal data or categories of data subjects in the Agreement, or notify data importer of any additional types or categories from time to time.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):

Data exporter may at its own discretion submit, without the knowledge of the data importer, data that includes personal data relating to racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic information, or health or sex-life information solely for the purpose of using data importer’s software and services. Data importer does not otherwise collect or store such special categories of personal data as a matter of course in its operations and does not require or request its customers to supply it in the course of using data importer’s software or services.

Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):

The objective of processing of personal data by data importer is to provide support and troubleshooting services where requested by the data exporter.


Appendix 2

to the Standard Contractual Clauses

This Appendix forms part of the Clauses.

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

Data importer annually certifies and complies with ISO 27001, 27017, 27018, and SOC 2, Type II standards, and is audited annually by an independent audit firm to those standards.  At data exporter’s request, and provided that the data exporter has executed an NDA with data importer, data importer will provide data exporter with copies of applicable ISO and SOC audit reports so that data exporter can review the descriptions of the technical and organizational security measures implemented by data importer in accordance with Clauses 4(d) and 5(c).


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