Data Processing Addendum
1. This Addendum applies only if Purchaser separately commissions,
authorizes and requests, and Cellebrite accepts and agrees, that Cellebrite
provide Purchaser certain services relating to the Products (“Services), which services involves
Processing Personal Data (as these capitalized
terms are defined and used in the General Data Protection Regulation
(GDPR) (Regulation (EU) 2016/679, in Directive 2016/680 on the processing of
personal data by authorities for the purposes of the prevention, investigation,
detection or prosecution of criminal offences, and in national laws
supplementing the GDPR or transposing and implementing that directive (all
collectively referred to as “Data
Protection Law”)).
2. When performing any Services, Cellebrite is acting as a
Processor or a sub-processor on behalf of Purchase and Purchaser and Cellebrite are each responsible for complying with the Data Protection
Law applicable to them in their roles as Controller and
Processor/sub-processor, respectively (as these terms are defined and used in
Data Protection Law).
3. With respect to those
activities of Cellebrite as a Processor, Cellebrite will Process the Personal
Data, only on Purchaser’s behalf, for as long as Purchaser instructs Cellebrite
to do so, only as set forth in this Addendum and shall not Process the Personal
Data for any purpose other than the purpose set forth in the next section
4. The subject matter and purposes of the Processing activities are
the provision of a support services relating to unlocking of end-user digital
devices (e.g., mobile phones), decoding data from digital devices, extracting
data from digital devices, collecting end user data from cloud services, and
performing analysis and analytics on such end user data – all as the case may
be pursuant to the Agreement and Purchaser’s instructions. The Personal Data
Processed may include, without limitation:
4.1. Data and meta data from end-user digital devices; End user data
and meta data from cloud services.
4.2.
Names, titles and contact
information of Purchaser’s employees.
5. The Data Subjects, as defined in the Data Protection Law, about
whom Personal Data is Processed are:
5.1.
Data subjects with respect
to which Purchaser uses Cellebrite’s Products and Services.
5.2.
Purchaser’s employees.
6. With respect to those activities of Cellebrite as a Processor,
Cellebrite will Process the Personal Data only on documented instructions from Purchaser, unless Cellebrite is otherwise required
to do so by law to which it
is subject (and in such a case, Cellebrite shall inform Purchaser of that legal
requirement before processing, unless that law prohibits such information on
important grounds of public interest).
7. Purchaser may only use the Services to process personal data
pursuant to a recognized and applicable lawful basis under Data Protection Law.
Purchaser is solely responsible for determining
the lawfulness
of the data processing instructions it provides to Cellebrite and shall provide
Cellebrite only instructions that are lawful under Data Protection Law.
8. Cellebrite will make available to Purchaser all information in
its disposal directly relevant to Purchaser
and the services
performed and necessary
to demonstrate compliance with the obligations under Data Protection Law,
shall maintain all records required by Data Protection Law, and shall make them
available to Purchaser upon request.
9. Purchaser acknowledges and agrees that Cellebrite uses the
following sub-processors to Process Personal Data: Microsoft Corporation,
Amazon Web Services, Inc., Signiant Inc., Salesforce.com and Oracle.
10. Purchaser authorizes Cellebrite to engage another
sub-processor for carrying
out specific processing activities of the Services,
provided that Cellebrite informs Purchaser at least 21 days in advance of any
new or substitute sub-processor, in which case Purchaser shall have the right
to object, on reasoned grounds, to that new or replaced
sub-processor. If Purchaser
so objects, Cellebrite may not engage that
new or substitute sub-processor for the purpose of Processing Personal Data in
the provision of the Services and may terminate the Agreement with Purchaser for convenience, without liability to Purchaser for such
premature termination.
11. Purchaser instructs Cellebrite and its sub-processors to Process
the Personal Data only in member states of the European Economic Area, in
territories and territorial sectors recognized under an adequacy decision
pursuant to Data Protection (e.g., Israel; U.S. companies certified to Privacy
Shield), or in territories in which the recipient is bound by adequate
safeguards recognized by the European Commission as pursuant to Data Protection
Law (e.g. Model Clauses).
12. Cellebrite will procure that the sub-processors Process the
Personal Data in a manner consistent with Cellebrite’s obligations under this Addendum
and Data Protection Law, with such obligations
imposed on that sub-processor by way of law or contract, in particular
providing sufficient guarantees to implement appropriate technical and
organizational measures in such a manner that the processing will meet the
requirements of Data Protection Law.
13. In Processing Personal Data, Cellebrite will implement
appropriate technical and organizational measures to protect the Personal Data
against accidental or unlawful destruction or accidental loss, alteration,
unauthorized disclosure or access in accordance with Article 32 of the GDPR and
Cellebrite's IT Security Policy which Purchaser can request a copy of from
Cellebrite. Cellebrite will ensure that its staff authorized to Process the
Personal Data have committed themselves to confidentiality or are under an
appropriate statutory obligation of confidentiality.
14. Cellebrite shall allow for and contribute to audits, including carrying out inspections on Cellebrite's
business premises conducted
by Purchaser or another auditor
mandated by Purchaser during normal
business hours and subject to a prior notice to Cellebrite of at least 30 days
as well as appropriate confidentiality undertakings by Purchaser covering
such inspections in order to establish Cellebrite's compliance with this Addendum
and the provisions of the applicable Data Protection Law as regards the Personal Data that Cellebrite processes
on behalf of Purchaser. If such audits entail material
costs or
expenses to Cellebrite, the parties shall first come to agreement on Purchaser
reimbursing Cellebrite for such costs and expenses.
15. Cellebrite shall assist the Purchaser by any appropriate means
available to it and applicable to its provision of the Services, to ensure
compliance with the provisions of Data Protection Law on the data subject's rights.
16. Subject to sections 17 and
18 below, Cellebrite will delete the Personal
Data it has Processed on Purchaser's behalf under this Addendum
from its own and its sub-processor’s systems
in due course following the date of cessation of the provision
of the Services involving the Processing of Personal
Data. Upon Purchaser’s request, Cellebrite will furnish written confirmation
that the Personal Data has been deleted pursuant to this section.
17.
Subject to section 18 below, Purchaser may, by written notice
to Cellebrite, require
Cellebrite to (a) return to Purchaser any Personal Data in Cellebrite's possession or control;
or (b) delete the Personal Data it has Processed on
Purchaser's behalf.
18.
Notwithstanding the
foregoing, Cellebrite may retain the Personal Data to the extent required by
applicable laws and only to the extent and for such period as required by
applicable laws, provided that Cellebrite shall ensure the confidentiality of
all such Personal Data and shall ensure that such Personal Data is only
Processed as necessary for the purposes specified in the applicable laws
requiring its storage and for no other purpose.
19. Cellebrite shall without
undue delay notify
Purchaser of any ‘Personal Data Breach’ (as this term is
defined and used in Data Protection Law) that it becomes aware
of regarding Personal
Data of Data Subjects that Cellebrite Processes. Cellebrite will use commercial efforts to mitigate
the breach and prevent its recurrence. Purchaser and
Cellebrite will cooperate in good-faith on issuing any statements or notices
regarding such breaches, to authorities and Data Subjects.
20. Cellebrite will assist Purchaser with the eventual preparation
of data privacy impact assessments and prior consultation as appropriate,
provided, however, that if such assistance entails material costs or expenses
to Cellebrite, the parties shall first come to agreement on Purchaser
reimbursing Cellebrite for such costs and expenses.
21. Cellebrite will provide Purchaser prompt notice of any request
it receives from authorities to produce or disclose Personal Data it has
Processed on Purchaser’s behalf, so that Purchaser may contest or attempt to
limit the scope of production or disclosure request.
22. All notices required or contemplated under this Addendum to be
sent by Cellebrite will be sent either by electronic mail to Purchaser
to the email address that Cellebrite has on file for Purchaser’s main contact person.