This Data Processing Addendum ("DPA") forms part of the Terms of Service or Enterprise Agreement (in either case, the "Agreement") entered into between Ridgeline Agency LLC ("Ridgeline Agency LLC") and you that incorporates this DPA by reference. This DPA governs the processing of Personal Information by Ridgeline Agency LLC in providing the Service (as defined in the Agreement). This DPA does not apply to Personal Information once transferred from the Service to a Third-Party Service (as defined in the Agreement), as your agreement with that Third-Party Service will instead govern.
1. Definitions
1.1. "Applicable Data Protection Law" means applicable law governing the use of, access to, deletion of, or processing of Personal Information under this DPA, including, but not limited to, U.S. Data Protection Laws and European Data Protection Laws, together with any national or subordinate legislation and regulations implementing, in each case as amended, repealed, consolidated, or replaced from time to time.
1.2. "commercial purpose", "controller", "processor", "data subject", "processing" (and "process"), "service provider", and "supervisory authority" each have the meaning given to them in Applicable Data Protection Law, as appropriate.
1.3. "Controller to Processor SCCs" means the Module Two (transfer controller to processor) of the European Commission Implementing Decision (EU) 2021/914, which can be found here in this document if needed or as updated or replaced from time to time.
1.4. "Data Privacy Framework" means the EU-US Data Privacy Framework, the Swiss-US Data Privacy Framework, and the UK Extension to the EU-US Data Privacy Framework self-certification programs (as applicable) operated by the U.S. Department of Commerce, as may be amended, superseded, or replaced from time to time.
1.5. "Data Privacy Framework Principles" means the Principles and Supplemental Principles contained in the relevant Data Privacy Framework, as may be amended, superseded, or replaced from time to time.
1.6. "Europe" means the European Union, the European Economic Area and/or their member states, Switzerland, and the United Kingdom.
1.7. "European Data" means Personal Information that is subject to the protection of European Data Protection Laws.
1.8. "European Data Protection Laws" mean (a) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Information and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (b) in respect of the United Kingdom, the Data Protection Act 2018 and the EU GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 ("UK GDPR"); and (c) the Swiss Federal Data Protection Act and its implementing regulations ("Swiss FADP"); in each case as may be amended, superseded or replaced from time to time.
1.9. "Personal Information" means (a) personal data or personal information (as defined under the Applicable Data Protection Law) that is subject to the Applicable Data Protection Law and (b) that is contained within Customer Content, for which you authorize Ridgeline Agency LLC to collect and process on your behalf in connection with Ridgeline Agency LLC's provision of the Service under the Agreement.
1.10. "Processor to Processor SCCs" means the Module Three (transfer processor to processor) of the European Commission Implementing Decision (EU) 2021/914, which can be found here in this document, if needed, as updated and/or replaced from time to time.
1.11. "Security Incident" means a confirmed breach of security of the Service or Ridgeline Agency LLC's systems used to process Personal Information leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information processed by Ridgeline Agency LLC. Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Personal Information, including unsuccessful login attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
1.12. "Sensitive Information" means any Personal Information (a) revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; (b) that is genetic data, biometric data processed for the purposes of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation; (c) relating to criminal convictions and offenses; and (d) any other form of Personal Information that is afforded enhanced protection under the Applicable Data Protection Law.
1.13. "Subprocessor List" means Ridgeline Agency LLC's Subprocessors as identified on https://www.ridgelineagency.com/subprocessors.
1.14. "Swiss Amendments" mean the Controller to Processor SCCs or the Processor to Processor SCCs (as applicable) with the following amendments: (a) "FDPIC" means the Swiss Federal Data Protection and Information Commissioner, (b) "Revised FADP" means the revised version of the FADP of 25 September 2020, which is scheduled to come into force on 1 January 2023, (c) the term "EU Member State" must not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility for suing their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c), (d) the Controller to Processor SCCs also protect the data of legal entities until the entry into force of the Revised FADP, and (e) the FDPIC shall act as the "competent supervisory authority" insofar as the relevant data transfer is governed by the FADP.
1.15. "UK Addendum" means the template Addendum B.1.0 issued by the UK's Information Commissioner's Office and laid before Parliament in accordance with s119A of the Data Protection Act 2018 of the UK on 2 February 2022, and in force from 21 March 2022, available here: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf as updated and/or replaced from time to time. For the purposes of the UK Addendum, (a) the information required for Table 1 of the UK Addendum is contained in Schedule 1 of this DPA, and the start date shall be the commencement of the Service; (b) in relation to Table 2 of the UK Addendum, the version of the EU Clauses to which the UK Approved Addendum applies is Module Two for Controller to Processor where Ridgeline Agency LLC is acting as your Processor and Module Three for Processor to Processor where Ridgeline Agency LLC is acting as your Subprocessor; (c) in relation to Table 3 of the UK Addendum, the list of parties and description of the transfer are as set out in Schedule 1 of this DPA, Ridgeline Agency LLC's technical and organizational measures are set out in Schedule 2 of this DPA, and the list of Ridgeline Agency LLC's Subprocessors is as provided in Section 8 of this DPA; and (d) in relation to Table 4 of the UK Addendum, neither party will be entitled to terminate the UK Addendum in accordance with clause 19 of Part 2 of the UK Addendum.
1.16. "U.S. Data Protection Laws" mean all state laws in effect in the United States of America that are applicable to the processing of Personal Information under this DPA, including, but not limited to, the California Consumer Privacy Act, as amended by the California Privacy Rights act ("CCPA"), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, and the Utah Consumer Privacy Act.
2. Description of Processing
2.1. Categories of Data Subjects. As set out in Schedule 1.
2.2. Types of Personal Information. As set out in Schedule 1.
2.3. Subject-Matter and Nature of Processing. The subject-matter of processing of Personal Information by Ridgeline Agency LLC is the provision of the Service to you that involves processing of Personal Information. Personal Information will be subject to those processing activities that Ridgeline Agency LLC needs to perform in order to provide the Service pursuant to the Agreement.
2.4. Purpose of the Processing. Personal Information will be processed by Ridgeline Agency LLC for purposes of providing the Service set out in the Agreement.
2.5. Duration of the Processing. Personal Information will be processed for the duration of the Agreement, subject to Section 11 of this DPA.
3. Processing Requirements
3.1. Ridgeline Agency LLC will process Personal Information in its capacity as processor (a) to provide and support the Service by the Agreement, this DPA, and any other documented lawful instructions from you (whether in written or electronic form); (b) to develop, enhance, and improve the Service as provided by the Agreement; and (c) as otherwise required by applicable law.
3.2. Notwithstanding anything to the contrary in the Agreement, if required by Applicable Data Protection Law, Ridgeline Agency LLC shall not: (a) retain, use, or disclose Personal Information other than as provided for in the Agreement or as needed to perform the Service; (b) "sell" (as CCPA defines such term) or "share," (as CCPA defines such term); (c) process Personal Information except as necessary for the business purposes specified in the Agreement or this DPA; or (d) retain, use, disclose, or otherwise process Personal Information outside of the direct business relationship with Customer and not combine Personal Information with personal information that it receives from other sources, except as permitted under the CCPA.
3.3. In case Ridgeline Agency LLC cannot process Personal Information by your instructions due to a legal requirement under any applicable law to which Ridgeline Agency LLC is subject, Ridgeline Agency LLC shall (a) promptly notify you in writing (including by e-mail) of such legal requirement before carrying out the relevant processing, to the extent permitted by the applicable law, and (b) cease all processing (other than merely storing and maintaining the security of the affected Personal Information) until you provide Ridgeline Agency LLC with new instructions.
3.4. You are solely responsible for (a) the accuracy, quality, and legality of Personal Information and the means by which you acquired Personal Information; (b) complying with all necessary transparency and lawfulness requirements under Applicable Data Protection Law for the collection and use of Personal Information, including obtaining any necessary consents and authorizations; (c) ensuring you have the right to transfer, or provide access to, Personal Information to Ridgeline Agency LLC for processing in accordance with the terms of the Agreement (including this DPA); and (d) ensuring that your instructions to Ridgeline Agency LLC regarding the processing of Personal Information comply with applicable laws, including Applicable Data Protection Law.
3.5. You are responsible for independently determining whether the data security provided for in the Service adequately meets your obligations under Applicable Data Protection Law. You acknowledge and agree that you are solely responsible for (a) certain configurations and design decisions for the Service and (b) for implementing those configurations and design decisions in a secure manner that complies with Applicable Data Protection Law. Without limiting the foregoing, you represent, warrant, and covenant that you shall only transfer Personal Information to Ridgeline Agency LLC using secure, reasonable, and appropriate mechanisms.
3.6. You acknowledge that the Service is not intended or designed for the processing of Sensitive Information, and you agree not to provide any Sensitive Information through the Service. The parties agree that you provide Personal Information to Ridgeline Agency LLC as a condition precedent to Ridgeline Agency LLC's performance of the Service and that Personal Information is not exchanged for monetary or other valuable consideration.
3.7. You acknowledge that Ridgeline Agency LLC is an independent controller when carrying out any activities not related solely to Ridgeline Agency LLC's processing of Personal Information added by you to the Service (such as Ridgeline Agency LLC's management of its online forum, analytics, customer accounts, and marketing program).
4. Security
Ridgeline Agency LLC shall implement and maintain throughout the term of the Agreement reasonable and appropriate technical and organizational measures designed to protect Personal Information against unauthorized or accidental access, loss, alteration, disclosure, or destruction, as further described in Schedule 2 of this DPA (Technical and Organizational Measures). Ridgeline Agency LLC will also provide reasonable assistance to you with conducting any legally required data protection impact assessments with respect to the processing of Personal Information by Ridgeline Agency LLC (including, where necessary, subsequent consultation with a supervisory authority with jurisdiction over such processing), if so required by the Applicable Data Protection Law, taking into account the nature of processing and the information available to Ridgeline Agency LLC.
5. Security Incident
If Ridgeline Agency LLC becomes aware of a Security Incident, Ridgeline Agency LLC will (a) notify you without undue delay, and not later than 48 hours after Ridgeline Agency LLC discovers the Security Incident, and (b) make reasonable efforts to identify the cause of the Security Incident, mitigate the effects, and remediate the cause to the extent within Ridgeline Agency LLC's reasonable control. Upon your request and taking into account the nature of the applicable processing, Ridgeline Agency LLC will assist by providing, when available, information reasonably necessary for you to meet your Security Incident notification obligations under the Applicable Data Protection Laws. You acknowledge that Ridgeline Agency LLC providing notification of a Security Incident is not an acknowledgment of fault or liability.
6. Confidentiality
Ridgeline Agency LLC will ensure that its personnel authorized to process Personal Information are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
7. Data Subject Requests
You are responsible for handling any requests or complaints from data subjects with respect to their Personal Information processed by Ridgeline Agency LLC under this DPA. If Ridgeline Agency LLC receives a request from your data subject in relation to the data subject's Personal Information processed under your Service account, Ridgeline Agency LLC will notify you and advise the data subject to submit the request to you, and you will be responsible for responding to any such request.
8. Subprocessors
In providing the Service, you agree that:
8.1. Ridgeline Agency LLC engages the organizations listed on the Subprocessor List (each a "Subprocessor") to help process Personal Information on the Service.
8.2. Ridgeline Agency LLC will enter into an agreement with each Subprocessor imposing data processing and protection obligations substantially the same as those set out in this DPA.
8.3. Ridgeline Agency LLC will maintain a current list of its Subprocessors, including their functions and locations, as specified in the Subprocessor List.
8.4. Ridgeline Agency LLC may update the Subprocessor List from time to time. In the event that Ridgeline Agency LLC updates the Subprocessor List, Ridgeline Agency LLC will provide notice (which may be via email, a posting, or notification on an online portal for our services, or other reasonable means).
8.5. In the event that you do not wish to consent to the use of such additional Subprocessor, you may notify Ridgeline Agency LLC that you do not consent within fifteen (15) days based on reasonable data protection concerns. In such case, the parties will discuss such concerns in good faith.
8.6. If the parties are unable to reach a mutually agreeable resolution to your objection to a new Subprocessor, you, as your sole and exclusive remedy, may terminate the order for the affected Service for convenience, and Ridgeline Agency LLC will refund any prepaid, unused fees for the terminated portion of the applicable subscription term for the affected Service.
9. Data Transfers
9.1. In connection with the performance of the Agreement, you authorize Ridgeline Agency LLC to transfer Personal Information internationally, and in particular, that Personal Information may be transferred to and processed by Ridgeline Agency LLC in the United States and other jurisdictions where Ridgeline Agency LLC and its Subprocessors have operations. Whenever Personal Information is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Applicable Data Protection Laws.
9.2. To the extent applicable to you, you acknowledge that in connection with the performance of the Service, Ridgeline Agency LLC is a recipient of European Data in the United States. To the extent that Ridgeline Agency LLC receives European Data in the United States, Ridgeline Agency LLC will comply with the following:
9.2.1. Data Privacy Framework. Ridgeline Agency LLC will use the Data Privacy Framework to lawfully receive European Data in the United States, ensure that it provides at least the same level of protection to such European Data as is required by the Data Privacy Framework Principles, and let you know if Ridgeline Agency LLC is unable to comply with this requirement.
9.2.2. Standard Contractual Clauses. If the Data Privacy Framework is invalidated and/or does not cover the transfer of European Data to Ridgeline Agency LLC, the applicable Standard Contractual Clauses will be incorporated by reference and form a part of this DPA as follows:
9.2.2.1. the Controller to Processor SCCs if the restricted transfer is subject to the GDPR and Ridgeline Agency LLC is acting as your processor;
9.2.2.2. the Processor to Processor SCCs if the restricted transfer is subject to the GDPR and Ridgeline Agency LLC is acting as your subprocessor;
9.2.2.3. the Swiss Amendments if the restricted transfer consists of Personal Information originating from Switzerland; and
9.2.2.4. the UK Addendum if the restricted transfer is subject to the UK GDPR.
10. Information
10.1. Ridgeline Agency LLC shall make available its privacy and security policies and other such information necessary to demonstrate compliance with the obligations set forth in this DPA.
10.2 Upon reasonable notice and appropriate confidentiality agreements, and taking into account the nature of the applicable processing, Ridgeline Agency LLC will assist you in fulfilling your obligations under Applicable Data Protection Laws to carry out a data protection impact or similar risk assessment related to your use of the Service, including, if required by Applicable Data Protection Laws, by assisting you in consultations with relevant government authorities.
10.3 If a law enforcement agency sends Ridgeline Agency LLC a demand for Personal Information (e.g., a subpoena or court order), Ridgeline Agency LLC will attempt to redirect the law enforcement agency to request that data directly from you. As part of this effort, Ridgeline Agency LLC may provide your contact information to the law enforcement agency. If compelled to disclose Personal Information to a law enforcement agency, then Ridgeline Agency LLC will give you reasonable notice of the demand to allow you to seek a protective order or other appropriate remedy, to the extent Ridgeline Agency LLC is legally permitted to do so.
11. Return or Disposal
Promptly following termination of the Agreement and this DPA for any reason, Ridgeline Agency LLC will destroy the Personal Information it was processing on your behalf pursuant to Ridgeline Agency LLC's provision of the Service unless Applicable Data Protection Law prevents Ridgeline Agency LLC from destroying all or part of the Personal Information.
12. Modification
Notwithstanding anything to the contrary in the Agreement, Ridgeline Agency LLC may periodically modify this DPA as required to comply with Applicable Data Protection Law.
Schedule 1
LIST OF PARTIES
Data exporter(s):
Name: You
Address: As detailed in the communications between us occasionally.
Contact person's name, position, and contact details: As detailed in the communications between us occasionally.
Activities relevant to the data transferred under these Clauses:
Receipt of the Service Role (controller/processor): Controller or Processor
Data importer(s):
Name: Ridgeline Agency LLC
Address: 1321 Upland Dr. Suite 853, Houston, TX 77043
Contact person's name, position, and contact details: Robert Durrette
Activities relevant to the data transferred under these Clauses:
Provision of the Service Role (controller/processor): Processor
DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred: Data exporter may submit Personal Information to the Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Information relating to the following categories of data subjects:
Data exporter's employees, contractors, representatives, agents, and other individuals whom data exporter permits to use the Service, as well as Personal Information relating to the data exporter's customers, partners, users, and vendors.
Categories of personal data transferred: Data exporter may submit Personal Information to the Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following Personal Information:
First and last name, contact information such as address and email address, IP address, user identifier.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:
None, and the data exporter is prohibited from using the Service to process any such data under the terms of the Agreement.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Continuous basis
Nature of the processing: The performance of the Service pursuant to the Agreement.
Purpose(s) of the data transfer and further processing: The performance of the Service pursuant to the Agreement.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: For the duration of the Agreement
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: Located on Ridgeline Agency LLC's Subprocessor webpage at https://www.ridgelineagency.com/subprocessors.
Schedule 2
TECHNICAL AND ORGANIZATIONAL MEASURES
For the generally released Service that is not a Beta Release, Ridgeline Agency LLC will maintain administrative, physical, and technical safeguards, as described in Sections 1 to 6 below. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the DPA.
1. Security Governance
1.1. Ridgeline Agency LLC maintains an information security program (including the adoption and enforcement of internal policies and procedures) designed to: (a) help our customers secure their data processed using Ridgeline Agency LLC products against accidental or unlawful loss, access, or disclosure, (b) identify reasonably foreseeable and internal risks to security and unauthorized access to Ridgeline Agency LLC products, and (c) minimize security risks, including through risk assessment and regular testing. Ridgeline Agency LLC's head of security coordinates and is primarily responsible for the company's information security program.
1.2. The team covers the following core functions:
a. Application security b. Infrastructure security c. Monitoring and incident response d. Vulnerability management e. Governance, risk, and compliance f. Security awareness
2. Access Control
2.1. Preventing Unauthorized Product Access
a. Third-party data hosting and processing: We host our Service with third-party cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with the DPA. We rely on contractual and data protection agreements, and vendor compliance programs in order to protect data processed or stored by these vendors.
b. Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls of such providers are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.
c. Authentication: Customers who interact with the products via the user interface are required to authenticate before they are able to access their non-public data. We support two-factor authentication and highly recommend that each customer enable two-factor authentication on their Ridgeline Agency LLC account. Ridgeline Agency LLC also supports Single-Sign-On for certain higher-tier accounts.
d. Authorization: Customer Content (data originated by customers that a customer transmits through Ridgeline Agency LLC online service) is stored in multi-tenant storage systems which are only accessible to Customers via application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed by validating the user's permissions against the attributes associated with each data set.
e. Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through OAuth authorization. Authorization credentials are stored encrypted.
2.2. Preventing Unauthorized Product Use. We implement industry-standard access controls and detection capabilities for the internal networks that support our products.
a. Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching product infrastructure. The technical measures implemented differ between infrastructure providers and may include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
b. Static code analysis: Automated security reviews of code stored in our source code repositories, performed through static code analysis, checking for coding best practices and identifiable software vulnerabilities.
c. Penetration testing: We maintain relationships with industry-recognized penetration testing service providers for annual penetration tests.
d. Bug bounty: A bug bounty program invites and incentivizes independent security researchers to ethically discover and disclose security flaws. We implement a bug bounty program in an effort to widen the available opportunities to engage with the security community and improve product defenses against sophisticated attacks.
2.3. Limitations of Privilege & Authorization Requirements
a. Product access: A subset of our personnel have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of personnel is to provide effective customer support, troubleshoot potential problems, detect, and respond to security incidents, and implement data security.
b. Personnel Security: Ridgeline Agency LLC personnel are required to conduct themselves in a manner consistent with the company's guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Ridgeline Agency LLC conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local law and regulations.
c. Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Ridgeline Agency LLC's confidentiality and security policies. Personnel are provided with security training.
3. Encryption Technologies
3.1. In-transit: We make HTTPS encryption (also referred to as SSL or TLS) available on all our login interfaces and on every customer site hosted on Ridgeline Agency LLC products. Our HTTPS implementation uses industry-standard algorithms and certificates.
3.2. At-rest: We store user passwords following policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is encrypted at rest.
4. Input Controls
4.1. Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregate log data and alert appropriate personnel of potentially malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.
4.2. Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, and/or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and customer damage or unauthorized disclosure. Notifications will be in accordance with the terms of the Agreement.
5. Data Deletion and Portability
Ridgeline Agency LLC enables customers to delete their accounts and delete or export their account data in a manner consistent with the functionality of Ridgeline Agency LLC products. Instructions and related details are provided within the applicable functionality of Ridgeline Agency LLC products.
6. Availability Controls
Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal of preventing single points of failure. This design assists our operations in maintaining and updating product applications and backend while limiting downtime.
6.1. Redundancy: The infrastructure providers use designs to eliminate single points of failure and minimize the impact of anticipated environmental risks. Ridgeline Agency LLC products are designed to allow the company to perform certain types of preventative and corrective maintenance without interruption.
6.2. Business Continuity: Ridgeline Agency LLC has designed and regularly plans and tests its business continuity planning/disaster recovery programs.