Data Processing and Security Terms for FlowMo Services (Customers)
These Data Processing and Security Terms for FlowMo Services (Customers), including their appendices (the "Terms") are incorporated into the agreement under which Data Driven, Inc. has agreed to provide the Services and related technical support to Customer (as amended from time to time, the "Agreement").
These Terms will be effective and replace any previously applicable data processing and security terms from the Terms Effective Date (as defined below).
- Capitalized terms defined in the Agreement apply to these Terms. In addition, in these Terms:
- Additional Security Controls means security resources, features, functionality and/or controls, the use of which is controlled by Customer, including the identity and access management functionality of the Services.
- Adequate Country means:
(a) for data processed subject to the EU GDPR: the EEA, or a country or territory that is the subject of an adequacy decision by the Commission under Article 45(1) of the EU GDPR;
(b) for data processed subject to the UK GDPR: the UK or a country or territory that is the subject of the adequacy regulations under Article 45(1) of the UK GDPR and Section 17A of the Data Protection Act 2018; and/or
(c) for data processed subject to the Swiss FDPA: Switzerland, or a country or territory that (i) is included in the list of the states whose legislation ensures an adequate level of protection as published by the Swiss Federal Data Protection and Information Commissioner, or (ii) is the subject of an adequacy decision by the Swiss Federal Council under the Swiss FDPA.
- Alternative Transfer Solution means a solution, other than the SCCs, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law.
- Audited Services means the Services when hosted on their integrated cloud-based infrastructure but excluding such infrastructure from the scope of any relevant certification or report.
- Compliance Certifications has the meaning given in Section 7.4 (Compliance Certifications and SOC Reports).
- Customer Data has the meaning given in the Agreement.
- Customer End Users has the meaning given in the Agreement or, if not such meaning is given, has the meaning given to "End Users" in the Agreement.
- Customer Personal Data means the personal data contained within the Customer Data, including any special categories of personal data defined under European Data Protection Law.
- Customer SCCs means the SCCs (EU Controller-to-Processor), SCCs (EU Processor-to-Processor), the SCCs (EU Processor-to-Controller), and/or the SCCs (UK Controller-to-Processor), as applicable.
- Data Incident means a breach of FlowMo's security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by FlowMo.
- EEA means the European Economic Area.
- EMEA means Europe, the Middle East and Africa.
- EU GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
- European Data Protection Law means, as applicable: (a) the GDPR; and/or (b) the Swiss FDPA.
- European Law means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).
- GDPR means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
- FlowMo's Third Party Auditor means a FlowMo-appointed, qualified and independent third party auditor, whose then-current identity FlowMo will disclose to Customer.
- Instructions has the meaning given in Section 5.2.1 (Customer's Instructions).
- Non-European Data Protection Law means data protection or privacy laws in force outside the EEA, the UK and Switzerland.
- Notification Email Address means the email address(es) designated by Customer in the Order Form or via the Services (as applicable) to receive certain notifications from FlowMo. Customer is responsible for giving FlowMo timely notice of any changes to the email address(es) so designated and for ensuring that its Notification Email Address remains current and valid.
- Order Form has the meaning given in the Agreement, unless Customer has purchased via a reseller or online marketplace or is using the Services only for trial or evaluation purposes under a trial or evaluation agreement, in which case Order Form may mean another written form (email or other electronic means permitted) as authorised by FlowMo.
- SCCs means the Customer SCCs and/or SCCs (EU Processor-to-Processor, FlowMo Exporter), as applicable.
- SCCs (EU Controller-to-Processor) means the terms at: https://FlowMo.com/trust-center/legal/sccs/eu-c2p
- SCCs (EU Processor-to-Controller) means the terms at: https://FlowMo.com/trust-center/legal/sccs/eu-p2c
- SCCs (EU Processor-to-Processor) means the terms at: https://FlowMo.com/trust-center/legal/sccs/eu-p2p
- SCCs (EU Processor-to-Processor, FlowMo Exporter) means the terms at: https://FlowMo.com/trust-center/legal/sccs/eu-p2p-intra-group
- SCCs (UK Controller-to-Processor) means the terms at: https://FlowMo.com/trust-center/legal/sccs/uk-c2p
- Security Documentation meansall documents and information made available by FlowMo under Section 7.5.1 (Reviews of Security Documentation).
- Security Measures has the meaning given in Section 7.1.1 (FlowMo's Security Measures).
- SOC Reports has the meaning given in Section 7.4 (Compliance Certifications and SOC Reports).
- Subprocessor means a third party authorized as another processor under Section 11 (Subprocessors) of these Terms to have logical access to and process Customer Data in order to provide parts of the Services and TSS.
- Subprocessor URL has the meaning given in Section 11.2 (Information about Subprocessors).
- Supervisory Authority means, as applicable: (a) a "supervisory authority" as defined in the EU GDPR; and/or (b) the "Commissioner" as defined in the UK GDPR and/or the Swiss FDPA.
- Swiss FDPA means the Federal Data Protection Act of 19 June 1992 (Switzerland).
- Term means the period from the Terms Effective Date until the end of FlowMo's provision of the Services, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which FlowMo may continue providing the Services for transitional purposes.
- Terms Effective Date means the date on which Customer accepted, or the parties otherwise agreed to, these Terms.
- UK GDPR means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation made under that Act.
- Unaffiliated Infrastructure Provider, Multi-Cloud Provider, UIP or MCP means, if applicable, a third party (other than a FlowMo Affiliate), that is authorized under these Terms to supply any applicable cloud-based infrastructure included in the Services.
- The terms "personal data", "data subject", "processing", "controller" and "processor" as used in these Terms have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.
Regardless of whether the Agreement has terminated or expired, these Terms will remain in effect until, and automatically expire when, FlowMo deletes all Customer Data as described in these Terms.
Scope of Data Protection Law
- Application of European Law. The parties acknowledge that European Data Protection Law will apply to the processing of Customer Personal Data if, for example:
(a) the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA or the UK; and/or
(b) the Customer Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behavior in the EEA or the UK.
- Application of Non-European Law. The parties acknowledge that Non-European Data Protection Law may also apply to the processing of Customer Personal Data.
- Application of Terms. Except to the extent these Terms state otherwise, these Terms will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Customer Personal Data.
Processing of Data
- Roles and Regulatory Compliance; Authorization.
- Processor and Controller Responsibilities. If European Data Protection Law applies to the processing of Customer Personal Data:
(a) the subject matter and details of the processing are described in Appendix 1;
(b) FlowMo is a processor of that Customer Personal Data under European Data Protection Law;
(c) Customer is a controller or processor, as applicable, of that Customer Personal Data under European Data Protection Law; and
(d) each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of that Customer Personal Data.
- Processor Customers. If European Data Protection Law applies to the processing of Customer Personal Data and Customer is a processor:
(a) Customer warrants on an ongoing basis that the relevant controller has authorized: (i) the Instructions, (ii) Customer's appointment of FlowMo as another processor, (iii) FlowMo's engagement of Subprocessors as described in Section 11 (Subprocessors); and (iv) FlowMo's engagement of Multi-Cloud Providers, if any, as described in Section 12 (Multi-Cloud Provider).
(b) Customer will immediately forward to the relevant controller any notice provided by FlowMo under Sections 5.2.3 (Instruction Notifications), 7.2.1 (Incident Notification), 9.2.1 (Responsibility for Requests), 11.4 (Opportunity to Object to Subprocessor Changes), or that refers to any SCCs; and
(c) Customer may:
(i) request access for the relevant controller to the SOC Reports in accordance with Section 7.5.3(a); and
(ii) make available to the relevant controller any other information made available by FlowMo under Sections 10.4 (Supplementary Measures and Information), 10.6 (Data Center Information) 11.2 (Information about Subprocessors).
- Responsibilities under Non-European Law. If Non-European Data Protection Law applies to either party's processing of Customer Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of that Customer Personal Data.
- Scope of Processing.
- Customer's Instructions. Customer instructs FlowMo to process Customer Personal Data only in accordance with applicable law: (a) to provide, secure and monitor, the Services and TSS; (b) as further specified via Customer's use of the Services and any applicable technical support; (c) as documented in the form of the Agreement, including these Terms; and (d) as further documented in any other written instructions given by Customer and acknowledged by FlowMo as constituting instructions for purposes of these Terms (collectively, the "Instructions").
- FlowMo's Compliance with Instructions. FlowMo will comply with the Instructions unless prohibited by European Law.
- Instruction Notifications. FlowMo will immediately notify Customer if, in FlowMo's opinion: (a) European Law prohibits FlowMo from complying with an Instruction; (b) an Instruction does not comply with European Data Protection Law; or (c) FlowMo is otherwise unable to comply with an Instruction, in each case unless such notice is prohibited by European Law. This Section does not reduce either party's rights and obligations elsewhere in the Agreement.
- Deletion by Customer. FlowMo will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Services. If Customer uses the Services to delete any Customer Data during the Term and that Customer Data cannot be recovered by Customer, this use will constitute an Instruction to FlowMo to delete the relevant Customer Data from FlowMo's systems in accordance with applicable law. FlowMo will comply with this Instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European Law requires storage.
- Return or Deletion at the End of the Term. If Customer wishes to retain any Customer Data after the end of the Term, it may instruct FlowMo in accordance with Section 9.1 (Access; Rectification; Restricted Processing; Portability) to return that data during the Term. Customer instructs FlowMo to delete all remaining Customer Data (including existing copies) from FlowMo's systems at the end of the Term in accordance with applicable law. After a recovery period of up to 30 days from that date, FlowMo will comply with this Instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European Law requires storage.
- FlowMo's Security Measures, Controls and Assistance.
- FlowMo's Security Measures. FlowMo will implement and maintain technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the "Security Measures"). The Security Measures include measures to encrypt personal data; to help ensure ongoing confidentiality, integrity, availability and resilience of FlowMo's systems and services; to help restore timely access to personal data following an incident; and for regular testing of effectiveness. FlowMo may update the Security Measures from time to time provided that such updates do not result in a material reduction of the security of the Services.
- Access and Compliance. FlowMo will: (a) authorize its employees, contractors Subprocessors, and Multi-Cloud Providers to access Customer Personal Data only as strictly necessary to comply with Instructions; (b) take appropriate steps to ensure compliance with the Security Measures by its employees, contractors, Subprocessors and Multi-Cloud Providers to the extent applicable to their scope of performance, and (c) ensure that all persons authorized to process Customer Personal Data are under an obligation of confidentiality.
- Additional Security Controls. FlowMo will make Additional Security Controls available to: (a) allow Customer to take steps to secure Customer Data; and (b) provide Customer with information about securing, accessing and using Customer Data.
- FlowMo's Security Assistance. FlowMo will (taking into account the nature of the processing of Customer Personal Data and the information available to FlowMo) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller's) obligations under Articles 32 to 34 of the GDPR, by:
(a) implementing and maintaining the Security Measures in accordance with Section 7.1.1 (FlowMo's Security Measures);
(b) making Additional Security Controls available to Customer in accordance with Section 7.1.3 (Additional Security Controls);
(c) complying with the terms of Section 7.2 (Data Incidents);
(d) providing Customer with the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation) and the information contained in the Agreement (including these Terms);
(e) complying with the terms of Section 11 (Subprocessors) and, if applicable, Section 12 (Multi-Cloud Providers); and
(f) if subsections (a)-(e) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer's request, providing Customer with additional reasonable cooperation and assistance.
- Data Incidents.
- Incident Notification. FlowMo will notify Customer promptly and without undue delay after becoming aware of a Data Incident, and promptly take reasonable steps to minimize harm and secure Customer Data.
- Details of Data Incident. FlowMo's notification of a Data Incident will describe the nature of the Data Incident, including the Customer resources impacted; the measures FlowMo has taken, or plans to take, to address the Data Incident and mitigate its potential risk; the measures, if any, FlowMo recommends that Customer take to address the Data Incident; and details of a contact point where more information can be obtained. If it is not possible to provide all such information at the same time, FlowMo's initial notification will contain the information then available and further information will be provided without undue delay as it becomes available.
- Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address.
- No Assessment of Customer Data by FlowMo. FlowMo has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.
- No Acknowledgement of Fault by FlowMo. FlowMo's notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by FlowMo of any fault or liability with respect to the Data Incident.
- Customer's Security Responsibilities and Assessment.
- Customer's Security Responsibilities. Without prejudice to FlowMo's obligations under Sections 7.1 (FlowMo's Security Measures, Controls and Assistance) and 7.2 (Data Incidents), and elsewhere in the Agreement, Customer is responsible for its use of the Services and its storage of any copies of Customer Data outside FlowMo's, FlowMo's Subprocessors' and, if applicable, Customer's selected Multi-Cloud Provider's systems and the security of Customer's environment, databases and configuration of the Services. Systems managed and controlled by FlowMo include Subprocessors' and/or any Multi-Cloud Provider's systems. Customer's responsibilities under this Section 7.3.1 (Customer's Security Responsibilities) include, without limitation:
(a) using the Services and Additional Security Controls to ensure a level of security appropriate to the risk to Customer Data;
(b) securing the account authentication credentials, systems and devices Customer uses to access the Services; and
(c) backing up its Customer Data as appropriate.
- Customer's Security Assessment. Customer agrees that the Services, Security Measures implemented and maintained by FlowMo, Additional Security Controls and FlowMo's commitments under this Section 7 (Data Security) provide a level of security appropriate to the risk to Customer Data (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals).
- Compliance Certifications and SOC Reports. FlowMo will maintain at least the following for the Audited Services in order to evaluate the continued effectiveness of the Security Measures: (a) certificates for ISO 27001 (the "Compliance Certifications"); and (b) SOC 2 reports produced by FlowMo's Third Party Auditor and updated annually based on an audit performed at least once every 12 months (the "SOC Reports"). The Compliance Certification(s) and SOC Reports maintained for the Audited Services under this Section 7.4 (Compliance Certifications and SOC Reports) may vary according to the hosting environment in which such Services are used. FlowMo will provide details of the Compliance Certification(s) and SOC Reports available for the Services associated with specific hosting environments on request. FlowMo may also add standards and/or replace any Compliance Certifications or SOC Reports with an equivalent or enhanced alternative at any time.
- Reviews and Audits of Compliance.
- Reviews of Security Documentation. FlowMo will make the Compliance Certifications and the SOC Reports available for review by Customer to demonstrate compliance by FlowMo with its obligations under these Terms.
- Customer's Audit Rights.
(a) If European Data Protection Law applies to the processing of Customer Personal Data, FlowMo will allow Customer or an independent auditor appointed by Customer to conduct audits (including inspections) to verify FlowMo's compliance with its obligations under these Terms in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits). During an audit, FlowMo will make available all information necessary to demonstrate such compliance and contribute to the audit as described in Section 7.4 (Compliance Certifications and SOC Reports) and this Section 7.5 (Reviews and Audits of Compliance).
(b) If Customer SCCs apply as described in Section 10.3 (Restricted Transfers), FlowMo will allow Customer or an independent auditor appointed by Customer to conduct audits as described in those SCCs and, during an audit, make available all information required by those SCCs, both in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits).
(c) Customer may conduct an audit to verify FlowMo's compliance with its obligations under these Terms by reviewing the Security Documentation (which reflects the outcome of audits conducted by FlowMo's Third Party Auditor).
- Additional Business Terms for Reviews and Audits.
(a) Customer must send any requests for reviews of the SOC 2 Reports under Section 5.1.2(c)(i) or 7.5.1, or audits under Section 7.5.2(a) or 7.5.2(b) to FlowMo's Cloud Data Protection Team as described in Section 13 (Cloud Data Protection Team; Processing Records).
(b) Following receipt by FlowMo of a request under Section 7.5.3(a), FlowMo and Customer will discuss and agree in advance on: (i) the reasonable date(s) of and security and confidentiality controls applicable to any review of the SOC 2 Reports under Section 5.1.2(c)(i) or 7.5.1; and (ii) the reasonable start date, scope and duration of and security and confidentiality controls applicable to any audit under Section 7.5.2(a) or 7.5.2(b).
(c) FlowMo may charge a fee (based on FlowMo's reasonable costs) for any audit under Section 7.5.2(a) or 7.5.2(b). FlowMo will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such audit. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.
(d) FlowMo may object in writing to an auditor appointed by Customer to conduct any audit under Section 7.5.2(a) or 7.5.2(b) if the auditor is, in FlowMo's reasonable opinion, not suitably qualified or independent, a competitor of FlowMo, or otherwise manifestly unsuitable. Any such objection by FlowMo will require Customer to appoint another auditor or conduct the audit itself.
Impact Assessments and Consultations
FlowMo will (taking into account the nature of the processing and the information available to FlowMo) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller's) obligations under Articles 35 and 36 of the GDPR, by:
(a) providing Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls) and the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation);
(b) providing the information contained in the Agreement including these Terms; and
(c) if subsections (a) and (b) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer's request, providing Customer with additional reasonable cooperation and assistance.
Access; Data Subject Rights; Data Export
- Access; Rectification; Restricted Processing; Portability. During the Term, FlowMo will enable Customer, in a manner consistent with the functionality of the Services, to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by FlowMo as described in Section 6.1 (Deletion by Customer), and to export Customer Data. If Customer becomes aware that any Customer Personal Data is inaccurate or outdated, Customer will be responsible for using such functionality to rectify or delete that data if required by applicable European Data Protection Law.
- Data Subject Requests.
- Responsibility for Requests. During the Term, if FlowMo's Cloud Data Protection Team receives a request from a data subject that relates to Customer Personal Data, and identifies Customer, FlowMo will (a) advise the data subject to submit their request to Customer, (b) promptly notify Customer, and (c) not otherwise respond to that data subject's request without authorization from Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.
- FlowMo's Data Subject Request Assistance. FlowMo will (taking into account the nature of the processing of Customer Personal Data) assist Customer in fulfilling its (or, where Customer is a processor, the relevant controller's) obligations under Chapter III of the GDPR to respond to requests for exercising the data subject's rights by:
(a) providing Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls);
(b) complying with Sections 9.1 (Access; Rectification; Restricted Processing; Portability) and 9.2.1 (Responsibility for Requests); and
(c) if subsections (a) and (b) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer's request, providing Customer with additional reasonable cooperation and assistance.
- Data Storage and Processing Facilities. Subject to the remainder of this Section 10 (Data Transfers), Customer Data may be processed in any country in which FlowMo, its Subprocessors, and its Multi-Cloud Providers maintain facilities.
- Permitted Transfers. The parties acknowledge that European Data Protection Law does not require SCCs or an Alternative Transfer Solution in order for Customer Personal Data to be processed in or transferred to an Adequate Country ("Permitted Transfers").
- Restricted Transfers. If the processing of Customer Personal Data involves any transfers that are not Permitted Transfers, and European Data Protection Law applies to those transfers , then:
(a) if FlowMo announces its adoption of an Alternative Transfer Solution for any Restricted Transfers, then FlowMo will ensure that they are made in accordance with that Alternative Transfer Solution; and/or
(b) if FlowMo has not adopted an Alternative Transfer Solution for any Restricted Transfers, then:
(i) if FlowMo's address is in an Adequate Country:
A. the SCCs (EU Processor-to-Processor, FlowMo Exporter) will apply with respect to all Restricted Transfers from FlowMo to Subprocessors,, and Multi-Cloud Providers; and
B. in addition, if Customer's billing address is not in an Adequate Country, the SCCs (EU Processor-to-Controller) will apply (regardless of whether Customer is a controller) with respect to Restricted Transfers between FlowMo and Customer; or
(ii) if FlowMo's address is not in an Adequate Country:
A. the SCCs (EU Controller-to-Processor) and/or SCCs (EU Processor-to-Processor) will apply (according to whether Customer is a controller and/or processor) with respect to Restricted Transfers between Customer and FlowMo that are subject to the EU GDPR and/or the Swiss FDPA; and
B. the SCCs (UK Controller-to-Processor) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between Customer and FlowMo that are subject to the UK GDPR.
- Supplementary Measures and Information. FlowMo will provide Customer with information relevant to Restricted Transfers, including information about Additional Security Controls and other supplementary measures to protect Customer Personal Data:
(a) as described in Section 7.5.1 (Reviews of Security Documentation);
(b) in the documentation for the Services, available at https://docs.FlowMo.com/; and
(c) in the Trust and Security website for the Services, available at https://FlowMo.com/trust-center/security/
- Termination. If Customer concludes, based on its current or intended use of the Services, that the Alternative Transfer Solution and/or SCCs, as applicable, do not provide appropriate safeguards for Customer Personal Data then Customer may immediately terminate the Agreement for convenience by notifying FlowMo.
- Data Center Information. Information about the location of the data center(s) where FlowMo stores Customer Data at rest in connection with the Services is described on the applicable Order Form or as otherwise confirmed by FlowMo.
- Consent to Subprocessor Engagement. Partner specifically authorizes the engagement as Subprocessors of: (a) those entities listed as of the Terms Effective Date at the Subprocessor URL (as defined below) and (b) all other FlowMo Affiliates from time to time. In addition, without prejudice to Section 11.4 (Opportunity to Object to Subprocessor Changes), Partner generally authorizes the engagement as Subprocessors of any other third parties ("New Subprocessors").
- Information about Subprocessors. Information about Subprocessors, including their functions and locations, is available at https://FlowMo.com/trust-center/privacy/FlowMo-cma-subprocessors and at: https://cloud.FlowMo.com/terms/subprocessors (as both URLs may be updated by FlowMo from time to time in accordance with these Terms (collectively, the "Subprocessor URL").
- Requirements for Subprocessor Engagement. When engaging any Subprocessor, FlowMo will:
(a) assess the Subprocessor's security and privacy practices to verify that the Subprocessor provides a level of security and privacy appropriate to the data it will access and the services it will provide. In addition, when engaging any Subprocessor,
(b) ensure via a written contract that:
(i) the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including these Terms) and
(ii) If the processing of Customer Personal Data is subject to European Data Protection Law, the data protection obligations described in these Terms (as referred to in Article 28(3) of the GDPR if applicable) are imposed on the Subprocessor; and
(iii) if Customer opts to include FlowMo Cloud-based infrastructure in the Services, as indicated in an Order Form:
A.those Security Measures described in Section 4 (FlowMo Cloud-Based Infrastructure) of Appendix 2 (as may be updated from time to time provided that such updates do not result in a material reduction of the security of the Services) are implemented and maintained; and
B. the Compliance Certifications and SOC Reports described in Section 7.4 (Compliance Certifications and SOC Reports) are maintained for such infrastructure and made available for review by Customer as described in Sections 7.5.1 (Reviews of Security Documentation) and 7.5.3 (Additional Business Terms for Reviews and Audits); and
remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.
- Opportunity to Object to Subprocessor Changes.
(a)When any New Subprocessor is engaged during the Term, FlowMo will, at least 30 days before the New Subprocessor starts processing any Customer Data (the "Subprocessor Start Date"), and subject to Section 11.4(b) below:
(i) update the Subprocessor URL to include the name, function and location of the New Subprocessor; and
(ii) notify Customer of the engagement (including the name and location of the relevant subprocessor and the activities it will perform), or provide a mechanism Customer can use to obtain such notices.
(b) Customer may, within 90 days after being notified of the engagement of a New Subprocessor, object by immediately terminating the Agreement for convenience by notifying FlowMo.
- Use of Multi-Cloud Provider. Customer is not required to use a Multi-Cloud Provider in order to use the Services or host them on their integrated cloud-based infrastructure. If Customer chooses to use a Multi-Cloud Provider, as reflected in an Order Form (the "MCP Order Form"), Customer:
(a) specifically authorizes the engagement of that Multi-Cloud Provider and of any processors engaged by the Multi-Cloud Provider as of the effective date of the MCP Order Form; and
(b) without prejudice to Section 12.4 (Opportunity to Object to MCP Subprocessor Changes), generally authorizes the engagement by the Multi-Cloud Provider of any other processors ("New MCP Subprocessors").
- Information about Multi-Cloud Provider. Information about any Multi-Cloud Provider selected by Customer will be included in the MCP Order Form, and additional information such as the Multi-Cloud Provider's function, processing location, and processors (as of the effective date of the MCP Order Form), will be included in the MCP Order Form and/or related written or electronic documentation (i.e. email).
- Requirements for MCP Engagement. When engaging any Multi-Cloud Provider Customer has chosen to use, FlowMo will:
(a) ensure via a written contract that:
(i) the Multi-Cloud Provider only accesses and uses Customer Data as required to perform the obligations subcontracted to it; and
(ii) if the GDPR applies to the processing of Customer Personal Data, data protection obligations equivalent to those referred to in Article 28(3) of the GDPR are imposed on the Multi-Cloud Provider, including with respect to data transfers; and
(b) remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Multi-Cloud Provider.
- Opportunity to Object to MCP Subprocessor Changes. The MCP Order Form will identify a mechanism Customer can use to obtain information about the intended engagement of any New MCP Subprocessors. Customer may object to any New MCP Subprocessor within 60 days of its start date by terminating the Agreement immediately upon written notice to FlowMo. This termination right is Customer's sole and exclusive remedy if Customer objects to a New MCP Subprocessor.
Cloud Data Protection Team; Processing Records
- FlowMo's Cloud Data Protection Team. FlowMo's Cloud Data Protection Team will provide prompt and reasonable assistance with any Customer queries related to processing of Customer Personal Data under the Agreement and can be contacted at https://support.FlowMo.com/cloud/contact/dpo (and/or via such other means as FlowMo may provide from time to time).
- FlowMo's Processing Records. FlowMo will keep appropriate documentation of its processing activities as required by the GDPR. To the extent the GDPR requires FlowMo to collect and maintain records of certain information relating to Customer, Customer will, where requested, supply such information to FlowMo and keep it accurate and up-to-date. FlowMo may make any such information available to the Supervisory Authorities if required by the GDPR.
- Controller Requests. During the Term, if FlowMo's Cloud Data Protection Team receives a request or instruction from a third party purporting to be a controller of Customer Personal Data, FlowMo will advise the third party to contact Customer.
- Precedence. To the extent of any conflict or inconsistency between:
(a) these Terms and the remainder of the Agreement, these Terms will prevail; and
(b) any Customer SCCs (which are incorporated by reference into these Terms) and the remainder of the Agreement (including these Terms), the Customer SCCs will prevail.
- Legacy MCCs. The SCCs will, as of the Transition Date, supersede and terminate any Model Contract Clauses approved under Directive 95/46/EC and previously entered into by Customer and FlowMo LLC. The Transition Date means October 27, 2021 if (a) Customer's billing address is outside EMEA, and (b) the processing of Customer Personal Data is subject to European Data Protection Law. If both (a) and (b) do not apply, the Transition Date is September 27, 2021. Where FlowMo LLC is not a party to the Agreement, FlowMo LLC will be a third party beneficiary of this Section 14.2.
- No Modification of SCCs. Nothing in the Agreement (including these Terms) is intended to modify or contradict any SCCs or prejudice the fundamental rights or freedoms of data subjects under European Data Protection Law.
Appendix 1: Subject Matter and Details of the Data Processing
FlowMo's provision of the Services and TSS to Customer.
Duration of the Processing
The Term plus the period from the expiry of the Term until deletion of all Customer Data by FlowMo in accordance with the Terms.
Nature and Purpose of the Processing
FlowMo will process Customer Personal Data for the purposes of providing the Services and TSS to Customer in accordance with the Terms.
Categories of Data
Data relating to individuals provided to FlowMo via the Services, by (or at the direction of) Customer or by Customer End Users.
Data subjects include the individuals about whom data is provided to FlowMo via the Services by (or at the direction of) Customer or by Customer End Users.
Appendix 2: Security Measures
As from the Terms Effective Date, FlowMo will implement and maintain the Security Measures described in this Appendix 2.
Application Security for FlowMo Hosted Environment
If Customer opts either to include FlowMo Cloud-based infrastructure in the Services or to use a Multi-Cloud Provider, the Services will run on the infrastructure chosen by Customer. In this case, without prejudice to Customer's obligations under Section 7.3 (Customer's Security Responsibilities and Assessment) and in addition to FlowMo's obligations relating to Subprocessors as described in Section 11 (Subprocessors) or 12 (Multi-Cloud Provider), as applicable, FlowMo will implement and maintain the Security Measures described below:
- Code Quality. FlowMo employs an SDLC code review process, automated testing, and regular penetration testing designed to maintain the security of the code used to provide the Services.
- Access. The Services support SAML-based single sign-on (SSO) and two-factor authentication (2FA) for users. The Services support authentication of users and a flexible governance model to allow administrators to associate users with Services groups, roles, and permissions.
- Logical separation of data. The Services store configuration information, event data, and cached query results in each Instance. The Services are architected to logically separate this information in order to isolate each Instance.
- Data security architecture. FlowMo follows at least industry standard practices for security architecture. Proxy servers help secure access to the Services by providing a single point to filter attacks through IP denylisting and connection rate limiting.
- Redundancy. FlowMo employs a Cloud-based distributed backup framework for each Instance.
- Access. Access to the Services or back-end infrastructure by FlowMo personnel requires multiple levels of authentication and all access is uniquely identified, logged, and monitored. Access to the Services by FlowMo personnel to provide technical support requested by Customer or End Users is controlled by Customer's administrators.
- Vulnerability and Threat Scanning. FlowMo regularly scans the Services including back-end infrastructure for known security vulnerabilities. Logs and network activity are reviewed for threats and potential risks, anomalous activity, and alerts. Known vulnerabilities are reviewed and mitigated based on criticality.
- Encryption Technologies. FlowMo uses the following forms of encryption: (a) AES-256 bit encryption for database connection configurations and cached query data; (b) dedicated password-based key derivation function (bcrypt) with hashing and salting for native usernames and passwords; and (c) TLS 1.2 for data in transit from the user's browser to the Services. The Services support database connection configurations via encrypted TLS 1.2 or SSH.
Regardless of whether Customer opts to include FlowMo Cloud-based infrastructure in the Services or to use a Multi-Cloud Provider, FlowMo conducts an audit of the security and privacy practices of all Subprocessors before they are onboarded to ensure they provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once FlowMo has assessed the risks presented by the Subprocessor, then subject to the requirements described in Section 11.3 (Requirements for Subprocessor Engagement) of these Terms, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.
FlowMo Cloud-Based Infrastructure
If Customer chooses to include FlowMo Cloud-based infrastructure in the Services , FlowMo will implement and maintain the additional Security Measures described below.
- Data Center and Network Security
- Data Centers.
- Infrastructure. FlowMo maintains geographically distributed data centers. FlowMo stores all production data in physically secure data centers.
- Redundancy. Infrastructure systems have been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Services are designed to allow FlowMo to perform certain types of preventative and corrective maintenance without interruption. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer's or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard change process according to documented procedures.
- Power. The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, 7 days a week. In most cases, a primary as well as an alternate power source, each with equal capacity, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If utility power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, for up to 10 minutes until the diesel generator systems take over. The diesel generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.
- Server Operating Systems. FlowMo servers use a Linux based implementation customized for the application environment. Data is stored using proprietary algorithms to augment data security and redundancy. FlowMo employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.
- Business Continuity. FlowMo has designed and regularly plans and tests its business continuity planning/disaster recovery programs.
- Networks and Transmission.
- Data Transmission. Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. FlowMo transfers data via Internet standard protocols.
- External Attack Surface. FlowMo employs multiple layers of network devices and intrusion detection to protect its external attack surface. FlowMo considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.
- Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. FlowMo's intrusion detection involves:
- tightly controlling the size and make-up of FlowMo's attack surface through preventative measures;
- employing intelligent detection controls at data entry points; and
- employing technologies that automatically remedy certain dangerous situations.
- Incident Response. FlowMo monitors a variety of communication channels for security incidents, and FlowMo's security personnel will react promptly to known incidents.
- Encryption Technologies. FlowMo makes HTTPS encryption (also referred to as SSL or TLS connection) available. FlowMo servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.
- Access and Site Controls
- Site Controls.
- On-site Data Center Security Operation. FlowMo's data centers maintain an on-site security operation responsible for all physical data center security functions 24 hours a day, 7 days a week. The on-site security operation personnel monitor closed circuit TV (CCTV) cameras and all alarm systems. On-site security operation personnel perform internal and external patrols of the data center regularly.
- Data Center Access Procedures. FlowMo maintains formal access procedures for allowing physical access to the data centers. The data centers are housed in facilities that require electronic card key access, with alarms that are linked to the on-site security operation. All entrants to the data center are required to identify themselves as well as show proof of identity to on-site security operations. Only authorized employees, contractors and visitors are allowed entry to the data centers. Only authorized employees and contractors are permitted to request electronic card key access to these facilities. Data center electronic card key access requests must be made through e-mail, and require the approval of the requestor's manager and the data center director. All other entrants requiring temporary data center access must: (i) obtain approval in advance from the data center managers for the specific data center and internal areas they wish to visit; (ii) sign in at on-site security operations; and (iii) reference an approved data center access record identifying the individual as approved.
- On-site Data Center Security Devices. FlowMo's data centers employ a dual authentication access control system that is linked to a system alarm. The access control system monitors and records each individual's electronic card key and when they access perimeter doors, shipping and receiving, and other critical areas. Unauthorized activity and failed access attempts are logged by the access control system and investigated, as appropriate. Authorized access throughout the business operations and data centers is restricted based on zones and the individual's job responsibilities. The fire doors at the data centers are alarmed. CCTV cameras are in operation both inside and outside the data centers. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data center building, and shipping/receiving. On-site security operations personnel manage the CCTV monitoring, recording and control equipment. Secure cables throughout the data centers connect the CCTV equipment. Cameras record on site via digital video recorders 24 hours a day, 7 days a week. The surveillance records are retained for up to 30 days based on activity.
- Access Control.
- Infrastructure Security Personnel. FlowMo has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. FlowMo's infrastructure security personnel are responsible for the ongoing monitoring of FlowMo's security infrastructure, the review of the Services, and responding to security incidents.
- Access Control and Privilege Management. Customer's administrators and Customer End Users must authenticate themselves via a central authentication system or via a single sign on system in order to use the Services.
- Internal Data Access Processes and Policies – Access Policy. FlowMo's internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to systems used to process personal data. FlowMo designs its systems to (i) only allow authorized persons to access data they are authorized to access; and (ii) ensure that personal data cannot be read, copied, altered or removed without authorization during processing, use and after recording. The systems are designed to detect any inappropriate access. FlowMo employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel.FlowMo's authentication and authorization systems utilize SSH certificates and security keys, and are designed to provide FlowMo with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. FlowMo requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel's job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with FlowMo's internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength. For access to extremely sensitive information (e.g., credit card data), FlowMo uses hardware tokens.
- Data Storage, Isolation and Logging. FlowMo stores data in a multi-tenant environment on FlowMo-owned servers. Subject to any Instructions to the contrary (e.g., in the form of a cloud infrastructure location selection), FlowMo replicates Customer Data between multiple geographically dispersed data centers. FlowMo also logically isolates the Customer Data. Customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Customer to determine the product sharing settings applicable to Customer End Users for specific purposes. Customer may choose to use logging functionality that FlowMo makes available via the Services.
- Decommissioned Disks and Disk Erase Policy. Disks containing data may experience performance issues, errors or hardware failure that lead them to be decommissioned ("Decommissioned Disk"). Every Decommissioned Disk is subject to a series of data destruction processes (the "Disk Erase Policy") before leaving FlowMo's premises either for reuse or destruction. Decommissioned Disks are erased in a multi-step process and verified complete by at least two independent validators. The erase results are logged by the Decommissioned Disk's serial number for tracking. Finally, the erased Decommissioned Disk is released to inventory for reuse and redeployment. If, due to hardware failure, the Decommissioned Disk cannot be erased, it is securely stored until it can be destroyed. Each facility is audited regularly to monitor compliance with the Disk Erase Policy.
- Personnel Security
FlowMo personnel are required to conduct themselves in a manner consistent with the company's guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. FlowMo conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.
Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, FlowMo's confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Data are required to complete additional requirements appropriate to their role (e.g., certifications). FlowMo's personnel will not process Customer Data without authorization.
Customers who choose to use a Multi-Cloud Provider should refer to the Order Form for details of the technical and organizational measures implemented and maintained by the Multi-Cloud Provider.