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©2021 Equus Software, LLC
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©2021 Equus Software, LLC
BY EXECUTING THIS AGREEMENT, EITHER BY SIGNATURE OR BY EXECUTING AN APPLICABLE ORDER FORM, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
EXHIBIT A
Service Levels
|
Availability Percentage |
Percentage of Credit |
Standard Plan Availability Percentage |
|
99.00% to 98.00% |
1% |
95.00% to 94.00% |
|
98.00% to 97.00% |
2% |
94.00% to 93.00% |
|
Below 97.00% |
3% |
Below 93.00% |
SEVERITY 1 – CRITICAL BUSINESS IMPACT. The production use of the Services is stopped or so severely impacted that You cannot reasonably continue work (a “Severity 1 Error”). Equus will commence the support and error resolution within thirty (30) minutes of becoming aware of the error. Equus will engage staff until the error is circumvented or corrected. Equus will provide You with ongoing communication on the status of the error resolution at a minimum of every four (4) hours.
SEVERITY 2 – SIGNIFICANT BUSINESS IMPACT. A high-impact error is affecting Service Levels and/or materially impacting Your use of the Services (a “Severity 2 Error”). Equus will commence the support and error resolution within sixty (60) minutes (during normal business hours) of becoming aware of the error. Equus will engage staff until the error is circumvented or corrected. Equus will provide You with ongoing communication on the status of the error resolution at a minimum of every eight (8) hours.
SEVERITY 3 – SOME BUSINESS IMPACT. This includes errors of general work-queue type and that do not fall within the definitions of Severity 1 Error or Severity 2 Error. These errors will be addressed after Severity 1 Errors and Severity 2 Errors have been corrected and may be pursued during normal business hours on a resources-available basis (a “Severity 3 Error”). Equus will commence the support and error resolution on a resource-available basis. Equus will engage staff to provide a workaround and to resolve the error as soon as possible after notification by You. Equus will provide You with ongoing communication on the status of the error resolution.
SEVERITY 4 – MINIMUM BUSINESS IMPACT. You request information, an enhancement, or documentation clarification regarding the Services, but there is no error with the Services and the implementation or production use of the Services is continuing and no work being impeded at the time (a “Severity 4 Item”). Equus will provide a response regarding the requested information or documentation clarification within two (2) days of notification by You and Equus will consider enhancements for inclusion in a subsequent update to the Services or documentation.
This Data Processing Addendum (the “DPA”), together with the Application Service Agreement or Trial Terms of Use that have been agreed upon between You (“Customer”) and Equus Software, LLC., (“Equus”), governs your access to, and use of, Equus Services. Customer and Equus may each be referred to as a “Party” or together as the “Parties”.
RECITALS
WHEREAS, the Parties entered into that certain Application Services Agreement or Trial Terms of Use (the “Master Services Agreement”);
WHEREAS, pursuant to the Master Services Agreement, the Parties have agreed that it may be necessary for Equus to Process certain personal data on behalf of Customer; and
WHEREAS, in light of this processing, the Parties have agreed to enter into this DPA to address the compliance obligations imposed upon Customer pursuant to Applicable Privacy Law. The Parties acknowledge that for the purpose of the Applicable Privacy Law, Equus is the processor and Customer is the controller. Equus will process such personal data on behalf of Customer to the extent necessary to provide the Services in accordance with the terms of this DPA and the Master Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt of which the Parties hereby acknowledge, the Parties hereby agree as follows:
AGREEMENT
SCHEDULE 1
Equus Sub-Processors
| Name of Approved Sub-processor | Scope of Services | Duration of Services | Location |
| Microsoft Azure | Equus Leverages Microsoft Azure as an IaaS to support the SaaS solution. | 1+ Years | Western Europe (Netherlands)- Oudezjids Archerburgwal 192, 1012 DX Amsterdam, Netherlands
South Central United States – 5150 Rogers Road. San Antonio, TX 78251 |
| Twilio | Our instant messaging service in the Mobile Employee Experience is provided through an integration with Twilio. Clients can choose not to switch on this application in their system. | 5 + Years | 375 Beale St #300, San Francisco, CA 94105 |
| DocuSign | Equus Software utilizes DocuSign to provide digital document e-signature services. This is entirely optional for clients. | 5 + Years | 221 Main St, San Francisco, CA 94105 |
| AWS | Equus has contracts with Amazon for cloud back up and data storage. | 5 + Years | 410 Terry Avenue North, Seattle, WA 98109-5210 |
| Logicworks | Logicworks provides Equus Software Microsoft Azure Support –
Tier-1 Support – 24x7x365 NOC • Azure platform monitoring • Infrastructure monitoring and alerting • Incident response and Sev-1 escalations • Infrastructure Runbook response • Basic patching support • Basic/BAU change request support Tier-2 Support – Business Hours Support (US/Eastern) • Intermediate change request support Tier-3 Support – Business Hours Support (US/Eastern) • Architectural and best practices guidance – scheduled in advance • 24×7 availability for Sev-1 incidents |
1+ Years | 155 6th Ave, New York, NY 10013 |
| Atlassian/JIRA | Equus Software utilizes the JIRA and Confluence applications hosted by Atlassian for Issue Management, Project Management and collaboration with our clients both during AssignmentPro implementations and for ongoing support. Both platforms are accessed based on security rights restricted to Client and Equus teams working together on an engagement. | 5 + Years | 341 George Street Sydney, NSW 2000 Australia |
| Ping One | For clients requiring Single Sign-On, AssignmentPro implements SSO using PingIdentity’s PingOne SAML 2.0 application. Client IT departments and Equus perform quick one-time tasks to allow users to authenticate into AssignmentPro using company credentials. PingIdentity. | 3 + Years | 1001 17th St, Denver, CO 80202 |
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
Equus Software, LLC (the “data importer”) and You (the “data exporter”) have agreed on the following Contractual Clauses (the “Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Clause 1
Definitions
For the purposes of the Clauses:
Clause 2
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Clause 3
Third party beneficiary clause
Clause 4
Obligations of the data exporter
The data exporter agrees and warrants:
Clause 5
Obligations of the data importer
The data importer agrees and warrants:
Clause 6
Liability
Clause 7
Mediation and jurisdiction
Clause 8
Cooperation with supervisory authorities
Clause 9
Governing Law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11
Sub-processing
Clause 12
Obligation after the termination of personal data processing services
On behalf of the data exporter:
Name (written out in full):
Position:
Address:
Other information necessary in order for the contract to be binding (if any):
Signature……………………………………….
(stamp of organisation)
On behalf of the data importer:
Name (written out in full):
Position:
Address:
Other information necessary in order for the contract to be binding (if any):
Signature……………………………………….
(stamp of organisation)
APPENDIX 1
TO
STANDARD CONTRACTUAL CLAUSES
Data exporter
The data exporter is ______________
(please specify briefly your activities relevant to the transfer):
Data importer
The data importer is Equus.
(please specify briefly activities relevant to the transfer):
Data importer will store data at hosting provider and will share data and documents as authorized by the data exporter.
Data subjects
The personal data transferred concern the following categories of data subjects (please specify):
personal data and Company datasets for data exporter employee populations and where applicable, accompanying dependents.
Categories of data
The personal data transferred concern the following categories of data (please specify):
Employee Personal Information (excluding any Prohibited Data) necessary for the purposes of managing their relocation support and compliance obligations. This typically includes, but not necessarily limited to: names, family names, date of birth, company and national proof of identification, gender, passport data, bank details, compensation, and benefit data.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data (please specify):
Not applicable. No Prohibited Data is permitted.
Processing operations
The personal data transferred will be subject to the following basic processing activities (please specify):
Document generation, communication via web services and data reporting.
Legal Basis for processing personal data outside the EEA in order to comply with cross-border transfer restrictions:
Standard Contractual Clauses between Customer as ‘data exporter’ and Equus as ‘data importer’.
APPENDIX 2
TO
STANDARD CONTRACTUAL CLAUSES
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation linked here.
As part of the Services, Supplier agrees that it shall take all necessary steps and security precautions in accordance with world-recognized industry standards and in accordance with those applicable from Art. 5/1 f and Art. 32 GDPR to minimize the risk of confidentiality, integrity and availability losses of the Customer Data and personal data that is processed by Supplier (data processor) to perform the Services.
Supplier shall design, implement, and maintain (including a process for regularly testing, assessing and evaluating the effectiveness) Technical and Operational Measures protecting the security of Customer Data and personal data while under Supplier’s possession, custody or control, that cover at least the areas below:
Information Security Policies.
Organization of Information Security.
Human Resources Security.
Asset Management.
Access Control.
Cryptographic Controls.
Physical and Environmental Security.
Operations Security.
Communications Security.
Information Systems Acquisition, Development and Maintenance.
Supplier Relationships.
Information Security Incident Management.
Information Security Aspects of Business Continuity Management.
Compliance.