Data Processing Agreement

• 1. Definitions
  • 1.1 In this DPA:
    • 1.1.1 “Controller” “Data Subject” “Personal Data” “Personal Data Breach” “Processing” “Processor” and “Supervisory Authority” have the meaning given to them in Data Protection Law;
    • 1.1.2 “Customer Personal Data” means Personal Data Processed by Company as a Processor on behalf of Customer or Third Party Controller;
    • 1.1.3 “Data Protection Law” means the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC) and their national implementations in the European Economic Area (“EEA”) including the European Union and all other similar data protection laws of the EEA and the United Kingdom (“UK”) and Switzerland each as applicable and as may be amended or replaced from time to time;
    • 1.1.4 “Data Subject Rights” means Data Subjects’ rights to information access rectification erasure restriction portability objection the right to withdraw consent and the right not to be subject to automated individual decision-making in accordance with Data Protection Law;
    • 1.1.5 “International Data Transfer” means any disclosure of Customer Personal Data by an organization subject to Data Protection Law to another organization located outside the EEA the UK or Switzerland;
    • 1.1.6 “Services” has the meaning given to it in the Agreement. The services include services provided through the Company’s DroneDeploy® and StructionSite® branded software products.;
    • 1.1.7 “Subprocessor” means a Processor engaged by Company to Process Customer Personal Data;
    • 1.1.8 “SCCs” means the clauses annexed to the EU Commission Implementing Decision 2021/914 of June 4 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council as amended or replaced from time to time;
    • 1.1.9 “Third-Party Controller” means a Controller for which Customer is a Processor; and;
    • 1.1.10 “UK Addendum” means the addendum to the SCCs issued by the UK Information Commissioner under Section 119A(1) UK Data Protection Act 2018 (version B1.0 in force March 21 2022).
  • 1.2 Capitalized terms used but not defined herein have the meaning given to them in the Master Services Agreement governing the provision of Services (as defined therein) by Company to Customer.
• 2. Scope and Applicability
  • 2.1 This DPA applies to the Processing of Customer Personal Data by Company subject to Data Protection Law to provide the Services.
  • 2.2 The subject matter, nature, and purpose of the Processing the types of Customer Personal Data and categories of Data Subjects are set out in Annex I.
  • 2.3 Customer is a Controller and appoints Company as a Processor on behalf of Customer. Customer is responsible for compliance with the requirements of Data Protection Law applicable to Controllers.
  • 2.4 If Customer is a Processor on behalf of a Third-Party Controller then Customer:
    • 2.4.1 Is the single point of contact for Company;
    • 2.4.2 Must obtain all necessary authorizations from Third-Party Controller;
    • 2.4.3 Undertakes to issue all instructions and exercise all rights on behalf of such other Third-Party Controller.
  • 2.5 Customer acknowledges that Company may Process Personal Data relating to the operation, support, or use of the Services for its own business purposes such as billing, account management, data analysis, benchmarking, technical support, product development, and compliance with law. Company is the Controller for such Processing and will Process such data in accordance with Data Protection Law.
• 3. Instructions
  • 3.1 Company will Process Customer Personal Data to provide the Services and in accordance with Customer’s documented instructions.
  • 3.2 The Controller’s instructions are documented in this DPA, the Agreement, and any applicable statement of work.
  • 3.3 Customer may reasonably issue additional instructions as necessary to comply with Data Protection Law. Company may charge a reasonable fee to comply with any additional instructions.
  • 3.4 Unless prohibited by applicable law Company will inform Customer if Company is subject to a legal obligation that requires Company to Process Customer Personal Data in contravention of Customer’s documented instructions.
• 4. Personnel
  • 4.1 Company will ensure that all personnel authorized to Process Customer Personal Data are subject to an obligation of confidentiality.
• 5. Security and Personal Data Breaches
  • 5.1 Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons Company will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk including the measures listed in Annex II.
  • 5.2 Customer acknowledges that the security measures in Annex II are appropriate in relation to the risks associated with Customer’s intended Processing and will notify Company prior to any intended Processing for which Company’s security measures may not be appropriate.
  • 5.3 Company will notify Customer without undue delay after becoming aware of a Personal Data Breach involving Customer Personal Data. If Company’s notification is delayed it will be accompanied by reasons for the delay.
• 6. Subprocessing
  • 6.1 Customer hereby authorizes Company to engage Subprocessors. A list of Company’s current Subprocessors is accessible via https://dronedeploy.com/legal/subprocessors (the “Subprocessor List”). If Customer wishes to receive notification of new Subprocessors it should send an email to [email protected] with the subject line “Subscribe to Subprocessor updates.”
  • 6.2 Company will enter into a written agreement with Subprocessors which imposes the same obligations as required by Data Protection Law.
  • 6.3 Customer may reasonably object to the addition of a Subprocessor based on reasonable grounds relating to a potential or actual violation of Data Protection Law by providing written notice detailing the grounds of such objection within thirty (30) days following Company’s notification of the intended change. Customer and Company will work together in good faith to address Customer’s objection. If Company chooses to retain the Subprocessor Company will inform Customer at least thirty (30) days before authorizing the Subprocessor to Process Customer Personal Data and either party may immediately discontinue providing or using the relevant parts of the Services as applicable and may terminate the relevant parts of the Services within thirty (30) days.
• 7. Assistance
  • 7.1 Taking into account the nature of the Processing and the information available to Company Company will assist Customer including as appropriate and as determined by Company in its reasonable discretion by implementing technical and organizational measures with the fulfillment of Customer’s obligations under Data Protection Law to:
    • 7.1.1 Comply with requests to exercise Data Subject Rights;
    • 7.1.2 Conduct data protection impact assessments and prior consultations with Supervisory Authorities; and
    • 7.1.3 Notify a Personal Data Breach.
  • 7.2 Company may charge a reasonable fee for assistance under this Section 7. If Company is at fault Company and Customer shall each bear their own costs related to assistance.
• 8. Audit
  • 8.1 Upon reasonable request Company must make available to Customer all information necessary to demonstrate compliance with the obligations of this DPA and allow for and contribute to audits including inspections as mandated by a Supervisory Authority or reasonably requested no more than once a year by Customer and performed by an independent auditor as agreed upon by Customer and Company. The foregoing shall only extend to those documents and facilities relevant and material to the Processing of Customer Personal Data and shall be conducted during normal business hours and in a manner that causes minimal disruption.
  • 8.2 Company will inform Customer if Company believes that Customer’s instruction under Section 8.1 infringes Data Protection Law. Company may suspend the audit or inspection or withhold requested information until Customer has modified or confirmed the lawfulness of the instructions in writing to Company's reasonable satisfaction.
  • 8.3 Company and Customer each bear their own costs related to an audit.
• 9. International Data Transfers
  • 9.1 Customer hereby authorizes Company to perform International Data Transfers to any country deemed adequate by the European Commission or the competent authorities as appropriate; on the basis of adequate safeguards in accordance with Data Protection Law; or pursuant to the SCCs and the UK Addendum referred to in Sections 9.2 and 9.3.
  • 9.2 By signing this DPA Company and Customer conclude Module 2 (controller-to-processor) of the SCCs and to the extent a Processor on behalf of a Third-Party Controller Module 3 (Processor-to-Subprocessor) of the SCCs which are hereby incorporated and completed as follows:
    • 9.2.1 The “data exporter” is Customer;
    • 9.2.2 The “data importer” is Company;
    • 9.2.3 The optional docking clause in Clause 7 is implemented;
    • 9.2.4 Option 2 of Clause 9(a) is implemented and the time period therein is specified in Section 6.3 above;
    • 9.2.5 The optional redress clause in Clause 11(a) is struck;
    • 9.2.6 If Customer is established in the EU Clause 13(a) paragraph 1 is implemented otherwise Clause 13(a) paragraph 2 or 3 as appropriate is implemented;
    • 9.2.7 Clause 17 Option 1 is implemented and the governing law is the law of Ireland;
    • 9.2.8 The courts in Clause 18(b) are the Courts of Ireland;
    • 9.2.9 Annex I and II to Module 2 of the SCCs are Annex I and II to this DPA respectively.
  • 9.3 By signing this DPA Company and Customer conclude the UK Addendum which is hereby incorporated and applies to International Data Transfers outside the UK. Part 1 of the UK Addendum is completed as follows:
    • 9.3.1 In Table 1 the “Exporter” is Customer and the “Importer” is Company, their details are set forth in this DPA and the Agreement;
    • 9.3.2 In Table 2 the first option is selected and the “Approved EU SCCs” are the SCCs referred to in Section 9.2 of this DPA;
    • 9.3.3 In Table 3 Annexes 1 (A and B) and II to the “Approved EU SCCs” are Annex I and II respectively; and
    • 9.3.4 In Table 4 both the “Importer” and the “Exporter” can terminate the UK Addendum.
  • 9.4 If Company’s compliance with Data Protection Law applicable to International Data Transfers is affected by circumstances outside of Company’s control including if a legal instrument for International Data Transfers is invalidated, amended, or replaced then Customer and Company will work together in good faith to reasonably resolve such non-compliance. In the event that additional replacement or alternative standard contractual clauses or UK standard contractual clauses are approved by Supervisory Authorities Company reserves the right to amend the Agreement and this DPA by adding to or replacing the standard contractual clauses or UK standard contractual clauses that form part of it at the date of signature in order to ensure continued compliance with Data Protection Law.
• 10. Notifications
  • 10.1 Customer will send all notifications, requests, and instructions under this DPA to Company’s Legal Department via email to [email protected]. Company will send all notifications under this DPA to Customer’s account owner email address or to the email address(es) for which Customer elects to receive legal communications.
• 11. Liability
  • 11.1 Where Company has paid compensation, damages, or fines, Company is entitled to claim back from Customer that part of the compensation, damages, or fines corresponding to Customer’s part of responsibility for the compensation, damages, or fines.
  • 11.2 Company’s liability arising out of or related to this DPA, whether in contract, tort, or under any other theory of liability, is subject to the “Limitation of Liability” section of the Agreement and any reference in such section to the liability of Company means the aggregate liability of Company under the Agreement and all DPAs between Company and Customer together.
• 12. Termination and Return or Deletion
  • 12.1 This DPA is terminated upon the termination of the Agreement.
  • 12.2 Customer may request return of Customer Personal Data up to ninety (90) days after termination of the Agreement. Unless required or permitted by applicable law Company will delete all remaining copies of Customer Personal Data within one hundred eighty (180) days after returning Customer Personal Data to Customer.
• 13. Modification of this DPA
  • 13.1 This DPA may only be modified by a written amendment signed by both Company and Customer.
• 14. Invalidity and Severability
  • 14.1 If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then the invalidity or unenforceability of such provision does not affect any other provision of this DPA and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.

ANNEX I

LIST OF PARTIES

• Data Exporter:
  • 1.1 Identity and contact details of the data exporter(s) and where applicable of its/their data protection officer and/or representative in the European Union.
    • 1.1.1 Name: Customer and its Controller affiliates
    • 1.1.2 Address: As indicated in the Agreement and/or its related order documentation.
    • 1.1.3 Contact person’s name, position, and contact details: As indicated in the Agreement and/or its related order documentation.
    • 1.1.4 Activities relevant to the data transferred under these Clauses: Customer receives Company’s services as described in the Agreement and Company Processes Personal Data on behalf of Customer in that context.
    • 1.1.5 Signature and date: As set forth on the signature page to this DPA.
    • 1.1.6 Role (controller/processor): Controller or Processor on behalf of Third-Party Controller.
• Data Importer:
  • 2.1 Identity and contact details of the data importer(s) including any contact person with responsibility for data protection.
    • 2.1.1 Name: DroneDeploy Inc.
    • 2.1.2 Address: 548 Market St. #34583, San Francisco, California 94104
    • 2.1.3 Contact person’s name, position, and contact details: Ben Hance, General Counsel, [email protected]
    • 2.1.4 Activities relevant to the data transferred under these Clauses: DroneDeploy offers and operates a software platform for commercial drones and other robots.
    • 2.1.5 Signature and date: As set forth on the signature page to this DPA.
    • 2.1.6 Role (controller/processor): Processor on behalf of Customer or Subprocessor on behalf of Third-Party Controller.

DESCRIPTION OF INTERNATIONAL DATA TRANSFER

• Categories of Data Subjects whose Personal Data is transferred:

  Customers may submit personal data to the Services, the extent to which is determined and controlled by the Customer and which may include but is not limited to Personal Data relating to the following categories of Data Subjects: Customer’s customers; Customer’s personnel, staff, and contractors; Customer’s end-users authorized by Customer to use the Services; Customer’s agents; and/or third parties with which Customer conducts business.

• Categories of Personal Data transferred:

  Customers may submit Personal Data to the Services, the extent to which is determined and controlled by the Customer and which may include but is not limited to the following categories of Personal Data: First and last name; title; position; employer; contact information (company email, phone, physical business address); professional life data; personal life data; and/or localization data.

• Sensitive data transferred (if applicable) and applied restrictions or safeguards:

  The Services are not intended to Process special categories of data.

• The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):

  On a continuous basis.

• Nature of the processing:

  The Personal Data will be Processed and transferred for the provision of the Services as set out in the Agreement. The services include services provided through the Company’s DroneDeploy® and StructionSite® branded software products.

• Purpose(s) of the data transfer and further processing:

  The Personal Data will be transferred and further Processed to provide the Services to Customer as described in the Agreement. The services include services provided through the Company’s DroneDeploy® and StructionSite® branded software products.

• The period for which the personal data will be retained or if that is not possible, the criteria used to determine that period:

  Personal Data will be retained for as long as necessary, taking into account the purpose of the Processing and in compliance with applicable laws including laws on the statute of limitations and Data Protection Law.

• For transfers to (sub-) processors, also specify subject matter, nature, and duration of the processing:

  For the subject matter and nature of the Processing, reference is made to the Agreement and this DPA. The Processing will take place for the duration of the Agreement.

COMPETENT SUPERVISORY AUTHORITY

The competent Supervisory Authority for the Processing of Personal Data relating to Data Subjects located in the EEA is the Supervisory Authority of the Customer’s country of establishment. If Customer is not established in the EEA, the Supervisory Authority will be that of the EEA country where Customer’s EU data protection representative is located. If Customer does not have an EU data representative, the competent Supervisory Authority is one of the EEA countries where the Data Subjects are located.

The competent authority for the Processing of Personal Data relating to Data Subjects located in the UK is the UK Information Commissioner.

The competent authority for the Processing of Personal Data relating to Data Subjects located in Switzerland is the Swiss Federal Data Protection and Information Commissioner.

ANNEX II

TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Personal Data uploaded to the Services as described in the Security and Compliance documentation and accessible via this link.