Data Processing Addendum for Contentful Preview Features

This Data Processing Addendum (“DPA”) forms part of and is subject to the Contentful Preview Features Terms of Service (the “Terms”). Customer and Contentful are collectively referred to in this DPA as the “Parties” and each a “Party”. Capitalized terms not otherwise defined in this DPA have the meaning given to them in the Terms.

1. Definitions

1.1. “Affiliates” has the same meaning set forth in the Subscription Services Agreement.

1.2. “Authorized Affiliates” are Customer Affiliates permitted to use the Contentful Preview Features.

 1.3. “CCPA” means the California Consumer Privacy Act of 2018, as may be amended, supplemented or replaced from time to time, including the California Privacy Rights Act of 2020.

 1.4. “Customer Content” has the same meaning set forth in the Terms.

 1.5. “Customer Personal Data” means the Personal Data contained within Customer Content.

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

1.7. “Data Protection Laws” means all data protection and privacy laws applicable to the respective Party in its role in the Processing of Personal Data under the Terms, including without limitation, European Data Protection Laws and US Data Protection Laws.

1.8. “Data Subject” means the identified or identifiable natural person to whom Customer Personal Data relates.

1.9. “European Data Protection Laws” means, to the extent applicable, (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (ii) the GDPR as it forms part of United Kingdom law pursuant to Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”) and the Data Protection Act 2018; (iii) the Swiss Federal Act on Data Protection of 19 June 1992 and; (iv) any implementing, supplementing, or successor legislation to those laws and regulations identified in subsections (i)-(iii) of this paragraph.

1.10. “Personal Data” means any information relating to an identified or identifiable natural person and includes similarly defined terms in Data Protection Laws, including “personal data” under GDPR and “personal information” under the CCPA.

1.11. “Standard Contractual Clauses” means, depending on the circumstances unique to any particular Customer, any of the following: (i) “EU SCCs” means the standard contractual clauses for the transfer of personal data to third countries approved pursuant to Commission Decision (EU) 2021/914 of 4 June 2021, currently found at https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc_en and/or; (ii) “UK Addendum” means the International Data Transfer Addendum issued by the Information Commissioner’s Office under s.119(A) of the UK Data Protection Act 2018, currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf and/or; (iii) “Swiss Addendum” means the EU SCCs as modified in Schedule 3 to this DPA to address the Swiss Federal Act on Data Protection of 19 June 1992 and the Swiss Ordinance to the Swiss Federal Act on Data Protection of 14 June 1993, including any implementing, supplementing, or successor legislation.

1.12. “Sub-processor” means any other Processors engaged by Contentful to Process Customer Personal Data.

1.13. “US Data Protection Laws” means, to the extent applicable, federal and state laws relating to data protection, privacy and/or the Processing of Personal Data in force from time to time in the United States.

1.14. The terms “Controller”, “Processor” and “Processing” (including Process, Processed, and Processes) shall have the respective meanings ascribed to them in Data Protection Laws. If and to the extent that Data Protection Laws do not define such terms, then the definitions given in European Data Protection Laws will apply.

2. Scope of Application

2.1. Except as provided by this DPA, the Terms remain unchanged and in full force and effect. The provisions of the Standard Contractual Clauses attached in Schedule 3 prevail, where applicable, over this DPA to the extent of any discrepancy between the two.

2.2. Contentful’s obligations in this DPA shall also extend to Authorized Affiliates, provided that (i) only Customer can communicate any additional Processing instructions pursuant to this Section 2; (ii) all acts and/or omissions by an Authorized Affiliate with respect to Customer’s obligations in this DPA shall be considered the acts and/or omissions of Customer; and (iii) any claims by an Authorized Affiliate against Contentful in relation to this DPA must be brought by Customer directly against Contentful on behalf of such Authorized Affiliate.

2.3. This DPA becomes effective from the date last signed by the Parties below (“Effective Date”) and remains in effect for as long as Contentful Processes Customer Personal Data pursuant to the Terms.

3. Roles of Parties

3.1. For the purposes of GDPR, Contentful acts as a Processor on behalf of the Customer who acts as either: (i) a Controller; or (ii) a Processor on behalf of another Controller.

3.2. For the purposes of US Data Protection Laws, Contentful will act as a “service provider” or “processor” (as defined under US Data Protection Laws), as applicable, in its performance of its obligations pursuant to the Terms and this DPA.

3.3. As between the Parties, Customer is and remains the owner of Customer Personal Data and the holder of all rights relating to Customer Personal Data.

4. Processing of Customer Personal Data Pursuant to Customer’s Instructions

4.1. Each Party will comply with its respective obligations under Data Protection Laws. Contentful shall Process Customer Personal Data solely on behalf of Customer and on Customer’s written instructions which are set forth in the Terms and this DPA. Any additional requested instructions require the prior written agreement of the Parties. Contentful shall promptly notify Customer if Contentful determines that such instructions conflict with European Data Protection Laws. Without limiting the foregoing, Contentful is prohibited from:

4.1.1. selling Customer Personal Data or otherwise making Customer Personal Data available to any third party for monetary or other valuable consideration;

4.1.2. sharing Customer Personal Data with any third party for cross-context behavioral advertising;

4.1.3. retaining, using, or disclosing Customer Personal Data for any purpose other than for the business purposes specified in the Terms or as otherwise permitted by Data Protection Laws; and

4.1.4. combining Customer Personal Data with other Personal Data that Contentful receives from or on behalf of another person or persons, or collects from its own interaction with the Data Subject.

4.2. Contentful must notify Customer without delay if Contentful determines that it can no longer meet its obligations under US Data Protection Laws. Upon such notice, Customer may direct Contentful to take reasonable and appropriate steps to stop and remediate unauthorized use of Customer Personal Data by suspending the relevant Processing operations and/or deleting all or the relevant portion of Customer Personal Data; or by such other means as agreed to by the Parties.

4.3. The details of the Processing of Customer Personal Data under the Terms and this DPA (e.g., subject matter, nature, duration and purpose of the Processing, categories of Personal Data and Data Subjects) are set forth in the Terms and/or Schedule 1 to this DPA.

5. Customer Obligations

5.1. Customer is responsible for obtaining all necessary consents, permissions and rights required under Data Protection Laws for Contentful to lawfully Process Customer Personal Data to provide the Contentful Preview Features.

5.2. Customer shall not issue Processing instructions that would cause Contentful to Process Customer Personal Data in violation of Data Protection Laws.

5.3. Customer is responsible for making an independent determination as to whether its use of the Contentful Preview Features will meet Customer’s requirements and legal obligations under Data Protection Laws. Contentful shall have no obligation to assess the contents or accuracy of Customer Personal Data.

6. Security of Processing

6.1. Contentful takes appropriate technical and organizational measures to ensure an adequate level of protection for Customer Personal Data corresponding to the risk of the respective Processing. Such measures are in consideration of the state of the art, implementation costs and the type, scope, circumstances, and aims of the Processing as well as the varying likelihood and severity of risk to the rights and freedoms of Data Subjects.

6.2. Customer has assessed the security measures offered by Contentful to meet the standards required by Data Protection Laws as of the Effective Date. Such technical and organizational measures are specified in Schedule 2 to this DPA and/or in the Terms and Contentful will maintain those (or effectively similar) measures during the term of the Terms.

6.3. Contentful shall ensure that any person who is authorized by Contentful to Process Customer Personal Data shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

7. Sub-processors

7.1. Customer hereby authorizes Contentful to appoint Sub-processors that are listed at https://www.contentful.com/legal/preview-features-sub-processor-list/ (“Sub-processor Site”).

7.2. Contentful (i) remains liable under this DPA for the acts and omissions of Sub-processors and (ii) will enter into written agreements with such Sub-processors containing data protection obligations not less protective than those in this DPA, and including Standard Contractual Clauses, to the extent applicable to the nature of the services provided by such Sub-processor.

8. Data Subject Requests

8.1. If a Data Subject contacts Contentful to exercise the Data Subject’s rights regarding Customer Personal Data as permitted under Data Protection Laws (“Data Subject Request(s)”) and that the requestor identifies as originating from Customer, Contentful will not respond to such request but will instead forward such request to Customer without undue delay. To the extent Customer is unable to independently respond to a Data Subject Request, Contentful will provide reasonable assistance upon Customer’s written request.

9. Data Breach

9.1. If Contentful becomes aware of a Data Breach, it will notify Customer without undue delay and, in any case, where feasible, within 72 hours after becoming aware, so as to facilitate the Parties’ compliance with Data Protection Laws (such as notification timelines set by GDPR Article 33 (1)). Contentful shall notify Customer, to the extent known, about the nature of the Data Breach, the identities, categories and number of Data Subjects affected, and the number of data sets affected.

9.2. Contentful will, without undue delay, take all necessary and reasonable measures to mitigate or contain the Data Breach. Contentful will inform Customer as soon as reasonably possible about such measures and keep Customer informed as reasonably practicable.

10. Return and deletion of Customer Personal Data

10.1.Within 35 days of written request by Customer upon termination or expiration of the Terms, Contentful will delete (such that it cannot be recovered or reconstructed) all Customer Content, including Customer Personal Data, within its possession or control.

10.2. Contentful may retain Customer Personal Data after termination of the Terms only to the extent and for such period as required by Data Protection Laws. Any Customer Personal Data retained by Contentful under this section shall be Processed in compliance with the terms of this DPA and shall only be Processed as necessary for the purposes specified in the Data Protection Laws requiring its retention.

11. Cross Border Data Transfers Mechanism.

If any Customer Personal Data transfer between Customer and Contentful requires execution of Standard Contractual Clauses in order to comply with European Data Protection Laws (where Customer is the Data Exporter), the terms and conditions of Schedule 3 will apply.

12. Audit

12.1. Contentful will upon reasonable request make available to Customer all information reasonably necessary to demonstrate compliance with this DPA.

12.2. Contentful provides certain audit rights to Customer in respect of the Contentful Services as set out in the Subscription Services Agreement and/or the ​​Data Processing Addendum incorporated into the Subscription Services Agreement. The Parties acknowledge and agree that those audit rights do not extend to the Contentful Preview Features.

13. Cooperation Obligations

13.1. If Customer is required to provide information to a supervisory authority or to otherwise cooperate with a public authority, relating to Processing of Customer Personal Data, Contentful will support Customer by providing such information reasonably available to it or otherwise reasonably cooperating with Customer, including as such information relates to technical and organizational measures taken in line with Article 32 GDPR.

13.2. To the extent necessary and reasonable, Contentful will support Customer by providing reasonably requested information regarding the Contentful Preview Features to enable Customer to carry out data protection impact assessments or consultation (if applicable) with data protection authorities as required by Data Protection Laws.

14. Relationship to the Terms and Subscription Services Agreement

14.1. This DPA is limited to the Contentful Preview Features and does not apply to Contentful Services subject to the Subscription Services Agreement.

14.2. This DPA shall replace and supersede any existing data processing addendum, attachment, exhibit or standard contractual clauses that Contentful and Customer may have previously entered into in connection with the Contentful Preview Features. This DPA is subject to the governing law and jurisdiction provisions in the Terms unless and to the extent required otherwise by Data Protection Laws.

14.3. Each Party and each of its Affiliates’ liability, taken in the aggregate, arising out of or related to this DPA (including the Standard Contractual Clauses where applicable), whether in contract, tort or under any other theory of liability, are subject to the limitations and exclusions of liability set out in the Terms.

Schedule 1: Details of Processing

For purposes of the Standard Contractual Clauses in Schedule 3, this Schedule 1 serves as Annex I, Part B.

Schedule 2: Technical and organizational measures

For purposes of the Standard Contractual Clauses in Schedule 3, this Schedule 2 serves as Annex II.

This Schedule 2 may be replaced by the Contentful security standards by referencing and incorporating such security standards herein: https://www.contentful.com/legal/security-standards/de/ 

Schedule 3 - Standard Contractual Clauses

For data transfers by Customer from the European Economic Area, the United Kingdom or Switzerland to Contentful in a country that does not ensure an adequate level of protection within the meaning of Data Protection Laws, the EU SCCs and/or UK Addendum and/or Swiss Addendum, as applicable, shall govern such transfers.

1. EU SCCs

The EU SCCs will apply to any Processing of Customer Personal Data that is subject to the GDPR and any optional clauses not expressly selected are not incorporated. For the purposes of the EU SCCs:

1.1. Module Two terms will apply in the case of Processing where Customer acts as a Controller and Module Three terms will apply in the case of Processing where Customer acts as a Processor.

1.2. Clause 7 (the docking clause) will apply.

1.3. Clause 9, Option 2 (General written authorization) will apply, and the time period for prior notice of Sub-processor changes will be as set forth in Section 7 (Sub-processors) of this DPA.

1.4. With regard to Clause 17 (Governing law), option 1 will apply and the governing law will be the governing law as set forth in the Terms.

1.5. With regard to Clause 18 (Choice of forum and jurisdiction), the jurisdiction shall be the jurisdiction as set forth in the Terms.

1.6. For purposes of Annex I, Part A of the EU SCCs, Schedule 1 of the DPA contains the specifications regarding the Processing and the competent supervisory authority and the following shall apply with respect to the Parties:

Data Exporter: The Customer listed in the DPA
Contact Details: Customer’s account owner email address
Data Exporter Role: Controller for Module Two and Processor for Module Three
Signature & Date: By entering into the DPA, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the DPA.

Data Importer: Contentful and its Affiliates
Contact Details: Contentful Privacy Team - privacy@contentful.com
Data Importer Role: Processor for Module Two and sub-processor for Module Three
Signature & Date: By entering into the DPA, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the DPA.

1.7. For purposes of Annex II, Schedule 2 of the DPA contains the technical and organizational measures.

1.8. The specifications for Annex III are determined by Section 7 of this DPA. The Sub-processors’ contact persons’ names, positions and contact details will be provided by Contentful upon written request.

 2. UK Addendum

The UK Addendum will apply to any Processing of Customer Personal Data that is subject to the UK GDPR or to both the UK GDPR and the GDPR. For purposes of the UK Addendum:

2.1. Table 1: The Parties are Contentful and Customer, with contact details as set forth in this DPA.

2.2. Table 2: The Approved Standard Contractual Clauses are the EU SCCs as set forth in Section 1 (EU SCCs) of this Schedule 3 to the DPA.

2.3. Table 3:

2.3.1. Annex 1A: as set forth in Section 1.6 of this Schedule 3;

2.3.2. Annex 1B: as set forth in Schedule 1 of this DPA;

2.3.3. Annex II: as set forth in Schedule 2 of this DPA and;

2.3.4. Annex III: as set forth in Section 8 of this DPA.

2.4. Table 4: Either Party may terminate the UK Addendum in accordance with Section 19 of the UK Addendum if the Parties are unable to come to a mutual agreement after a good faith effort to amend this DPA to account for changes arising from a revised Approved Addendum issued by the ICO.

2.5. Part 2 Mandatory Clauses. The Mandatory Clauses of the Approved Addendum, (being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as revised under Section 18 of those Mandatory Clauses) shall apply.

3. Swiss Addendum

For transfers of Customer Personal Data that are subject to the Swiss Federal Act on Data Protection of 19 June 1992 and the Swiss Ordinance to the Swiss Federal Act on Data Protection of 14 June 1993 (Swiss Data Protection Laws), the EU SCCs form part of this Swiss Addendum, but with the following differences to the extent required by the Swiss Data Protection Laws.

3.1. References to the GDPR in the EU SCCs shall be references to Swiss Data Protection Laws to the extent the data transfers are subject exclusively to Swiss Data Protection Laws and not to the GDPR.

3.2. References to the “European Union”, “Union”, “EU” and “EU Member State” are all replaced with “Switzerland”.

3.3. The “competent supervisory authority” is the Federal Data Protection and Information Commissioner insofar as the transfers are governed by Swiss Data Protection Laws.

3.4. References to “personal data” in the EU SCCs also refer to data about identifiable legal entities until the entry into force of revisions of Swiss Data Protection Laws that eliminate this broader scope.

3.5. Clause 18 of the EU SCCs is replaced to state: “Any dispute arising from these Clauses relating exclusively to Swiss Data Protection Laws will be resolved by the courts in Switzerland. A Data Subject may also bring legal proceedings against the data exporter and/or data importer before the courts of Switzerland in which he/she has his/her habitual residence.”