Data Processing Agreement
This Data Processing DPA (“DPA”) supplements the Terms of Service (the “Agreement”) entered into by and between Customer (as defined in the Agreement) and Linear Orbit, Inc. a Delaware corporation located at 340 S Lemon Ave #4242, Walnut, CA, 91789 (“Linear”). By executing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates (defined below), if any. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement.
1.1 “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
1.1 “Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable Linear to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this DPA.
1.2 “Customer Account Data” means personal data that relates to Customer’s relationship with Linear, including the names or contact information of individuals authorized by Customer to access Customer’s account and billing information of individuals that Customer has associated with its account. Customer Account Data also includes any data Linear may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by Data Protection Laws and regulations.
1.3 “Customer Usage Data” means Service usage data collected and processed by Linear in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
1.4 “Data Exporter” means Customer.
1.5 “Data Importer” means Linear.
1.6 “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR” or “GDPR”), (iii) the Swiss Federal Act on Data Protection, (iv) the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”); (v) the UK Data Protection Act 2018; and (vi) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.
1.7 “EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).
1.8 “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic
Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
1.9 “ex-UK Transfer” means the transfer of Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
1.10 “Services” shall have the meaning set forth in the Agreement.
1.11 “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.
1.12 “UK SCCs” means the standard contractual clauses approved by the European Commission for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission, being either (i) controller-to-processor clauses as approved by the European Commission in Commission Decision 2010/87/EU, dated 5 February 2010 (as amended and updated from time to time) (“UK Controller-to-Processor SCCs”); or (ii) controller-to-controller clauses as approved by the European Commission in Commission Decision 2004/915/EC, dated 27 December 2004 (as amended and updated from time to time) (“UK Controller-to-Controller SCCs”).
2. Relationship of the Parties; Processing of Data
2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, Linear is a processor. Customer shall, in its use of the Services, process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Linear to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Linear by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Linear regarding the processing of such Personal Data. Customer shall not provide or make available to Linear any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Linear from all claims and losses in connection therewith.
2.2 Linear shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which the Linear is subject; in such a case, the Linear shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Linear to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.
2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.
2.4 Following completion of the Services, at Customer’s choice, Linear shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Linear shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Linearwill be transferring Personal Data outside of the European Union under the Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the UK SCCs and Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Linear to Customer only upon Customer’s request.
2.5 CCPA. Except with respect to Customer Account Data and Customer Usage Data, the parties acknowledge and agree that Linear is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a business purpose. Linear shall not sell any such personal information. Linear shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale,” and “sell” are as defined in Section 1798.140 of the CCPA. Linear certifies that it understands the restrictions of this Section 2.5.
3. Authorized Sub-Processors
3.1 Customer acknowledges and agrees that Linear may (1) engage its affiliates and the Authorized Sub-Processors listed in Exhibit B, the current Sub-Processor list can also be found here in our Linear Guide: https://linear.app/docs/security?collapsible=8d0cc647a80f(the “List”) to this DPA to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this DPA, Customer provides general written authorization to Linear to engage sub-processors as necessary to perform the Services.
3.2 The List may be updated by Linear from time to time. Linear may provide a mechanism to subscribe to notifications of new Authorized Sub-Processors and Customer agrees to subscribe to such notifications if available. At least fifteen (15) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, Linear will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing Linear within thirty (30) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Linear from offering the Services to Customer.
3.3 If Customer reasonably objects to an engagement in accordance with Section 4.2, and Linear cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Linear. Discontinuation shall not relieve Customer of any fees owed to Linear under the Agreement.
3.4 If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Linear, that third party will be deemed an Authorized Sub-Processor for the purposes of this DPA.
3.5 Linear will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on Linear under this DPA with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with Linear, Linear will remain liable to Customer for the performance of the Authorized Sub-Processor’s obligations under such agreement.
3.6 If Customer and Linear have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Linear of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Linear to Customer pursuant to Clause 5(j) of the UK SCCs or Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the Linear beforehand, and that such copies will be provided by the Linear only upon request by Customer.
4. Security of Personal Data. 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, Linear shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data.Exhibit C sets forth additional information about Linear’s technical and organizational security measures.
5. Transfers of Personal Data
5.1 The parties agree that Linear may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Linear’s primary processing operations take place in the United States, and that the transfer of Customer’s Personal Data to the United States is necessary for the provision of the Services to Customer. If Linear transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, Linear will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.
5.2 Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows:
5.2.1 Module One (Controller to Controller) of the EU SCCs apply when Linear is processing Personal Data as a controller pursuant to Section 9 of this DPA.
5.2.2 Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Linear is processing Personal Data for Customer as a processor pursuant to Section 2 of this DPA.
5.2.3 Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Linear is processing Personal Data on behalf of Customer as a sub-processor.
5.2.4 Module Four (Processor to Controller) of the EU SCCs apply when Customer is a processor of Customer Usage Data and Linear processes Customer Usage Data as a controller.
5.3 For each module, where applicable the following applies:
5.3.1 The optional docking clause in Clause 7 does not apply.
5.3.2 In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this DPA;
5.3.3 In Clause 11, the optional language does not apply;
5.3.4 All square brackets in Clause 13 are hereby removed;
5.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by Irishlaw;
5.3.6 In Clause 18(b), disputes will be resolved before the courts of the Republic of Ireland;
5.3.7 Exhibit B to this DPA contains the information required in Annex I of the EU SCCs;
5.3.8 Exhibit C to this DPA contains the information required in Annex II of the EU SCCs; and
5.3.9 By entering into this DPA, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.
5.4 Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and completed as follows:
5.4.1 References to the GDPR will be deemed to be references to the UK GDPR and the UK Data Protection Act 2018, references to “supervisory authorities” will be deemed to be references to the UK Information Commissioner, and references to “Member State(s)” or the EU will be deemed to be references to the UK.
5.4.2 The UK Controller-to-Processor SCCs apply when the Linear processes Customer’s Personal Data as a processor. The illustrative indemnification clause does not apply. In Clause 4(f) the language “adequate protection within the meaning of Directive 95/46/EC” is deleted and replaced with “a level of data protection that is considered adequate under, or equivalent to, the applicable data protection law.” Clause 9, Governing Law, shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” In Clause 11(3), the language “, namely…” at the end of the sentence is hereby deleted. Exhibit B of this DPA serves as Appendix I of the UK Controller-to-Processor SCCs. Exhibit C of this DPA serves as Appendix II of the UK Controller-to-Processor SCCs.
5.4.3 The UK Controller-to-Controller SCCs apply when the Linear processes Customer’s Personal Data as a controller pursuant to Section 9 of this DPA. Clause II(h) of the UK Controller-to-Controller SCCs shall be deemed to state that the Linear will process Personal Data in accordance with the data processing principles set forth in Annex A of the UK Controller-to-Controller SCCs. The illustrative commercial clause does not apply. Clause IV (Governing Law) shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” Exhibit B of this DPA serves as Annex B of the UK Controller-to-Controller SCCs.
5.4.4 The parties acknowledge and agree that if any of the UK SCCs are replaced or superseded by new standard contractual clauses issued and approved pursuant to Article 46 of the UK GDPR and related provisions of the UK Data Protection Act 2018 (“New UK SCCs”), the Data Importer may give notice to the Data Exporter and, with effect from the date set forth in such notice, the application of the UK SCCs set forth in this DPA shall be amended so that the UK SCCs cease to apply to ex-UK Transfers, and the New UK SCCs specified in such notice shall apply going forward. To the extent that the use of the New UK SCCs require the parties to complete additional information, the parties shall reasonably and promptly work together to complete such additional information.
5.5 Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:
5.5.1 As of the date of this DPA, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Customer’s Personal Data (“Government Agency Requests”);
5.5.2 If, after the date of this DPA, the Data Importer receives any Government Agency Requests, Linear shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. As part of this effort, Linear may provide Customer’s basic contact information to the government agency. If compelled to disclose Customer’s Personal Data to a law enforcement or government agency, Linear shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless Linear is legally prohibited from doing so. Linear shall not voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this DPA should be suspended in the light of the such Government Agency Requests; and
5.5.3 The Data Exporter and Data Importer will meet regularly to consider whether:
(i) the protection afforded by the laws of the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be;
(ii) additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and
(iii) it is still appropriate for Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the parties, together with guidance provided by the supervisory authorities.
5.5.4 If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws.
5.5.5 If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this DPA cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.
6. Rights of Data Subjects
6.1 Linear shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Linear receives a Data Subject Request in relation to Customer’s data, Linear will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Linear, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.
6.2 Linear shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Linear’s assistance and (ii) Linear is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Linear.
7. Actions and Access Requests; Audits
7.1 Linear shall, taking into account the nature of the processing and the information available to Linear, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Linear.
7.2 Linear shall, taking into account the nature of the processing and the information available to Linear, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customershall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Linear.
7.3 Linear shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice to Linear, have the right to review, audit and copy such records at Linear’s offices during regular business hours.
7.4 Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Linear shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Linear’s compliance with prevailing data security standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an audit or inspection of Linear’s data security infrastructure and procedures that is sufficient to demonstrate Linear’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Linear’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Linear for any time expended for on-site audits.If Customer and Linear have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 5(f) and Clause 12(2) of the UK SCCs and Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4.
7.5 Linear shall immediately notify Customer if an instruction, in the Linear’s opinion, infringes the Data Protection Laws or Supervisory Authority.
7.6 In the event of a Personal Data Breach, Linear shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Linear in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Linear’s reasonable control).
7.7 In the event of a Personal Data Breach, Linear shall, taking into account the nature of the processing and the information available to Linear, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
7.8 The obligations described in Sections 8.5 and 8.6 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Linear’s obligation to report or respond to a Personal Data Breach under Sections 8.5 and 8.6 will not be construed as an acknowledgement by Linear of any fault or liability with respect to the Personal Data Breach.
8. Linear’s Role as a Controller. The parties acknowledge and agree that with respect to Customer Account Data and Customer Usage data, Linear is an independent controller, not a joint controller with Customer. Linear will process Customer Account Data and Customer Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out Linear’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Linear is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this DPA and the Agreement. Linear may also process Customer Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by Linear as a controller of Customer Usage Data is processed for “contractual necessity”, meaning that Linear needs to process such data to perform under the Agreement, which enables Linear to provide and improve the Services, or in furtherance of the legitimate interests of Linear or third parties. Linear may also de-identify or anonymize Personal Data to further Linear’s legitimate interests. When Linear processes data due to contractual necessity, failure to provide such data, even Personal Data will result in Customer’s inability to use some or all portions of the Services that require such data. From time to time Linear may also need to process Personal Data to comply with a legal obligation, if it is necessary to protect the vital interests of Customer or other data subjects, or if it is necessary for a task carried out in the public interest.
9. Conflict. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) any other written agreement executed by the parties. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.
Details of Processing
Nature and Purpose of Processing: Linear will process Customer’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA.
Duration of Processing: Linear will process Customer’s Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for Linear’s legitimate business needs; or (iii) by applicable law or regulation. Customer Account Data and Customer Usage Data will be processed and stored as set forth in the Agreement and this DPA.
Categories of Data Subjects: Customer end-users/customers and Customer employees
Categories of Personal Data: Linear processes Personal Data contained in Customer Account Data, Customer Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) or collected by Linearin order to provide the Services or as otherwise set forth in the Agreement or this DPA. Categories of Personal Data include name, location, email address, date of birth, physical address, unique identifiers such as passwords.
Sensitive Data or Special Categories of Data: Refer to Agreement.
The following includes the information required by Annex I and Annex III of the EU SCCs, and Appendix 1 of the UK SCCs.
1. The Parties
Name: Customer, as stated and defined in the applicable Order (as such term is defined under the Agreement)
Address: Customer’s registered business address and any address provided to Linear at the time that Customer uses the Services.
Contact person’s name, position and contact details: Customer’s contact for the purposes of the SCC’s will be the contact of the person that properly accepts and binds Customer to the Agreement unless another contact person’s information is specifically provided to Linear in writing.
Activities relevant to the data transferred under these Clauses:
Signature and date: The UK SCC’s and EU SCC’s will be considered executed upon Customer’s proper acceptance of the Agreement.
Role (controller/processor): Controller and Processor
Name: Linear Orbit, Inc.
Signature and date:
Tuomas Artman, Co-Founder
Role (controller/processor): Controller
2. Description of the Transfer
|Data Subjects||Refer to Agreement|
|Categories of Personal Data||Refer to Agreement|
|Special Category Personal Data (if applicable)||Refer to Agreement|
|Nature of the Processing||Refer to Agreement|
|Purposes of Processing||Refer to Agreement|
|Recipients of Personal Data Transferred to the Data Importer||Linear will maintain and provide a list of its Sub-Processors upon request.|
3. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13.
4. List of Authorized Sub-Processors
|Authorized Sub-Processor||Description of processing||Country in which Sub-processing will take place|
|Google LLC||Hosting||United States|
|Datadog, Inc.||Service Monitoring||United States|
|Functional Software, Inc. (Also known as Sentry)||Error Monitoring||United States|
|Retool, Inc.||Product Analytics||United States|
|FrontApp, Inc.||Email Support||United States|
|Segment.io, Inc.||Product Analytics||United States|
|Peaberry Software Inc. (Also known as Customer.io)||Messaging||United States|
|Circle Internet Services, Inc. (Also known as CircleCI)||Developer Tooling||United States|
|Hevo Data, Inc.||Data Services||United States|
|Pocus, Inc.||Data-driven Sales||United States|
|Elasticsearch BV||Document Search||United States|
|Snowflake||Data Services & Product Analytics||United States|
|Mailgun Technologies, Inc.||Email Delivery||United States|
Description of the Technical and Organisational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs and Appendix 2 of the UK SCCs.
|Technical and Organizational Security Measure||Details|
|Measures of pseudonymisation and encryption of personal data||Customer data is stored in a multi-tenant application with logical separation between Customer instances. Sensitive authentication information is encrypted on logical database level, and the database is encrypted at rest.|
|Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services||Linear has policies and procedures in place to ensure confidentiality, integrity and resilience of processing systems and services. These include an Access Control Policy, Business Continuity and Disaster Recovery Policy, and a Secure Development Policy. Linear will maintain and provide policies upon request.|
|Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident||All database-stored customer data is backed up daily using Google Cloud SQL offered tooling which also provides restoring capabilities. Backups and restore capabilities are tested on an annual cadence.|
|Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing||Linear regularly monitors and tests controls to ensure they are operating as intended and updated as needed. Linear uses the software service Vanta, Inc. to automate several of these controls, including employee activity and adherence to Linear policies and procedures, infrastructure monitoring, and development procedures. Linear leadership monitors these controls regularly, and is notified immediately when a control is at risk so that prompt action can be taken. Linear has completed its SOC2 Type II certification. Please reach out to email@example.com for a copy of the report.|
|Measures for user identification and authorization||Linear maintains an Access Control Policy, which can be provided upon request. Measures for access control and authorization include formally documented roles and permissions, encrypted connection to production systems and networks, strong passwords stored within a password manager, and single-sign on or 2FA where available. Linear Access Control Policy applies to all Linear employees and to all external parties with access to Linear engineering networks and system resources.|
|Measures for the protection of data during transmission||All data outside the Linear's private network is encrypted with HTTPS/SSL. All measures are outlined in the Linear's Data Management Policy, which can be provided upon request.|
|Measures for the protection of data during storage||Database is encrypted at rest and managed by Google Cloud Platform.|
|Measures for ensuring physical security of locations at which personal data are processed||Linear does not operate physical servers or other infrastructure. For employer-provided computers: All Linear employees are required to complete physical security training, and all employees and contractors are required to enable a screen lock when the work computer is left unattended.|
|Measures for ensuring events logging||Linear has detailed event logging with automated alerts in case no events are tracked.|
|Measures for ensuring system configuration, including default configuration||Security governance and management is outlined in Linear security policies, including the Information Security Roles and Responsibilities Policy, which all employees must review and agree to prior to joining Linear. Policy can be provided upon request. Roles are required within the organization to provide clearly defined responsibilities and an understanding of how the protection of information is to be accomplished. Their purpose is to clarify, coordinate activity, and actions necessary to disseminate security policy, standards, and implementation.|
|Measures for certification/assurance of processes and products||Linear has completed its SOC2 Type II certification. Please reach out to firstname.lastname@example.org for a copy of the report.|
|Measures for ensuring data quality||All data collection is instrumented by the Linear’s software engineering team and all data collection changes are peer reviewed. Data is tested during development and verified after deployment.|
|Measures for ensuring limited data retention||Linear retains data as long as the Linear has a need for its use, or to meet regulatory or contractual requirements. Once data is no longer needed, it is securely disposed of or archived. Linear, in consultation with legal counsel, may determine retention periods for data. Retention periods shall be documented in the Linear Data Management Policy, which can be provided upon request.|
|Measures for ensuring accountability||Linear employees are required to review and acknowledge Linear security practices and policies, complete security training, and go through a security walkthrough with a senior member of the engineering organization. Linear conducts background checks on all new employees and requires all employees to sign a non-disclosure agreement before gaining access to Linear information.|
|Measures for allowing data portability and ensuring erasure||Customer can ask for a copy of its Personal Data in a machine-readable format. Customer can also request that Linear transmit the data to another controller where technically feasible. The Service allows ability to export relevant application data in a standard CSV format. Additional export capabilities for all the customer data is available through an API. In the case that a customer wishes to exercise portability or erasure rights, the Linear has measures of retrieving securely stored data and has a process in place to ensure access is restricted only to those who have a business justification for accessing data during the copy, transfer, or erasure.|
|Technical and organizational measures of sub-processors||Linear collects and reviews the most security assessments from sub-processors on an annual basis.|