{"id":3493,"date":"2022-11-11T10:40:00","date_gmt":"2022-11-11T10:40:00","guid":{"rendered":"https:\/\/mondaylegal.kinsta.cloud\/?p=3493"},"modified":"2023-12-20T08:47:08","modified_gmt":"2023-12-20T08:47:08","slug":"dpa-nov22","status":"publish","type":"post","link":"https:\/\/monday.com\/l\/uncategorized\/dpa-nov22\/","title":{"rendered":"Data Processing Addendum (DPA) – Nov 22"},"content":{"rendered":"\r\n

Sign the Online Version<\/strong><\/a><\/p>\r\n\r\n\r\n\r\n

This Data Processing Addendum (\u201cDPA<\/strong>\u201d) is incorporated by reference into monday.com\u2019s Terms of Service available at\u00a0www.monday.com\/terms\/tos<\/a> or other agreement governing the use of monday.com\u2019s services (\u201cAgreement<\/strong>\u201d) entered by and between you, the Customer (as defined in the Agreement) (collectively,\u00a0\u201cyou<\/strong>\u201d,\u00a0“your<\/strong>\u201d, \u201cCustomer<\/strong>\u201d), and monday.com Ltd. (\u201cmonday.com<\/strong>\u201d,\u00a0\u201cus<\/strong>\u201d,\u00a0\u201cwe<\/strong>\u201d,\u00a0\u201cour<\/strong>\u201d) to reflect the parties\u2019 agreement with regard to the Processing of Personal Data by monday.com solely on behalf of the Customer. Both parties shall be referred to as the \u201cParties<\/strong>\u201d and each, a \u201cParty<\/strong>\u201d.<\/p>\r\n\r\n\r\n\r\n

Capitalized terms not\u00a0defined herein\u00a0shall have the\u00a0meanings assigned to such terms in the Agreement.\u00a0<\/p>\r\n\r\n\r\n\r\n

By using the Services, Customer accepts this DPA and you represent and warrant that you have full authority to bind the Customer to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have authority to bind the Customer or any other entity, please do not provide Personal Data to us.<\/p>\r\n\r\n\r\n\r\n

In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Personal Data.<\/p>\r\n\r\n\r\n\r\n

1. \u00a0 \u00a0 DEFINITIONS<\/strong><\/p>\r\n\r\n\r\n\r\n

1.1\u00a0 Definition<\/p>\r\n\r\n\r\n\r\n

(a) Affiliate<\/strong>\u201d means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. \u201cControl\u201d, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.<\/p>\r\n\r\n\r\n\r\n

(b) \u201cAuthorized Affiliate<\/strong>\u201d means any of Customer’s Affiliate(s) which is explicitly permitted to use the Services pursuant to the Agreement between Customer and monday.com but has not signed its own agreement with monday.com and is not a “Customer” as defined under the Agreement.<\/p>\r\n\r\n\r\n\r\n

(c) \u201cCCPA<\/strong>\u201d means the California Consumer Privacy Act of 2018, Cal. Civ. Code \u00a7\u00a7 1798.100 et. seq.<\/p>\r\n\r\n\r\n\r\n

(d) The terms, “Controller<\/strong>“, “Member State<\/strong>“, “Processor<\/strong>“, “Processing<\/strong>” and “Supervisory Authority<\/strong>” shall have the same meaning as in the GDPR. The terms \u201cBusiness<\/strong>\u201d, \u201cBusiness Purpose<\/strong>\u201d, \u201cConsumer<\/strong>\u201d and \u201cService Provider<\/strong>\u201d shall have the same meaning as in the CCPA.\u00a0<\/p>\r\n\r\n\r\n\r\n

For the purpose of clarity, within this DPA \u201cController<\/strong>\u201d shall also mean \u201cBusiness<\/strong>\u201d, and \u201cProcessor<\/strong>\u201d shall also mean \u201cService Provider<\/strong>\u201d, to the extent that the CCPA applies. In the same manner, Processor\u2019s Sub-processor shall also refer to the concept of Service Provider.\u00a0<\/p>\r\n\r\n\r\n\r\n

(e) \u201cData Protection Laws<\/strong>\u201d means all applicable and binding privacy and data protection laws and regulations, including such laws and regulations of the European Union, the European Economic Area and their Member States, Switzerland, the United Kingdom, Canada, Israel and the United States of America, as applicable to the Processing of Personal Data under the Agreement including (without limitation) the GDPR, the UK GDPR, and the CCPA, as applicable to the Processing of Personal Data hereunder and in effect at the time of Processor\u2019s performance hereunder.<\/p>\r\n\r\n\r\n\r\n

(f) \u201cData Subject<\/strong>\u201d means the identified or identifiable person to whom the Personal Data relates.<\/p>\r\n\r\n\r\n\r\n

(g) \u201cGDPR<\/strong>\u201d means the 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 (General Data Protection Regulation).<\/p>\r\n\r\n\r\n\r\n

(h) \u201cPersonal Data<\/strong>\u201d or \u201cPersonal Information<\/strong>\u201d means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person or Consumer, which is processed by monday.com solely on behalf of Customer, under this DPA and the Agreement between Customer and monday.com.<\/p>\r\n\r\n\r\n\r\n

(i) “Services<\/strong>” means the cloud-based work operating system platform (\u201cPlatform<\/strong>\u201d) and any other services provided to Customer by monday.com under the Agreement.<\/p>\r\n\r\n\r\n\r\n

(j) \u201cSecurity Documentation<\/strong>\u201d means the security documentation specifically applicable to the Processing of Personal Data by monday.com under the Agreement and this DPA, as updated from time to time, and accessible via www.monday.com\/trustcenter\/datasecure<\/a>, or as otherwise made reasonably available by monday.com.<\/p>\r\n\r\n\r\n\r\n

(k) \u201cSensitive Data<\/strong>\u201d means Personal Data that is protected under a special legislation and requires unique treatment, such as \u201cspecial categories of data\u201d, \u201csensitive data\u201d or other materially similar terms under applicable Data Protection Laws, which may include any of the following: (a) social security number, tax file number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number; (c) financial, credit, genetic, biometric or health information; (d) information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person\u2019s sex life or sexual orientation, or data relating to criminal convictions and offences; and\/or (e) account passwords in unhashed form.<\/p>\r\n\r\n\r\n\r\n

(l) \u201cStandard Contractual Clauses<\/strong>\u201d means the Standard Contractual Clauses between controllers and processors, and between processors and processors, as approved by the European Commission Implementing Decision (EU) 2021\/914 of 4 June 2021, including all Annexes thereto, that are currently located at https:\/\/monday.com\/l\/privacy\/https-monday-com-l-scc-controller-to-processor\/<\/a> and https:\/\/monday.com\/l\/privacy\/https-monday-com-l-scc-processor-to-processor\/<\/a>, respectively.<\/p>\r\n\r\n\r\n\r\n

(m) \u201cSub-processor<\/strong>\u201d means any third party that Processes Personal Data under the instruction or supervision of monday.com.<\/p>\r\n\r\n\r\n\r\n

(n) “UK GDPR<\/strong>” means the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019\/419).<\/p>\r\n\r\n\r\n\r\n

 <\/p>\r\n\r\n\r\n\r\n

2. \u00a0 \u00a0 PROCESSING OF PERSONAL DATA<\/strong><\/p>\r\n\r\n\r\n\r\n

2.1\u00a0 Roles of the Parties.<\/strong> The Parties acknowledge and agree that with regard to the Processing of Personal Data solely on behalf of Customer, (i) Customer is the Controller of Personal Data, (ii) monday.com is the Processor of such Personal Data. The terms \u201cController\u201d and \u201cProcessor\u201d below hereby signify Customer and monday.com, respectively.<\/p>\r\n\r\n\r\n\r\n

2.2\u00a0 Customer\u2019s Processing of Personal Data<\/strong>. Customer, in its use of the Services, and Customer\u2019s instructions to the Processor, shall comply with Data Protection Laws. Customer shall establish and have any and all required legal bases in order to collect, Process and transfer to Processor the Personal Data, and to authorize the Processing by Processor, and for Processor\u2019s Processing activities on Customer\u2019s behalf, including the pursuit of \u2018business purposes\u2019 as defined under the CCPA.<\/p>\r\n\r\n\r\n\r\n

2.3\u00a0 Processor\u2019s Processing of Personal Data<\/strong>. When Processing on Customer\u2019s behalf under the Agreement, Processor shall Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and this DPA; (ii) Processing for Customer as part of its provision of the Services; (iii) Processing to comply with Customer\u2019s reasonable and documented instructions, where such instructions are consistent with the terms of the Agreement, regarding the manner in which the Processing shall be performed; (iv) rendering Personal Data fully anonymous, non-identifiable and non-personal in accordance with applicable standards recognized by Data Protection Laws and guidance issued thereunder; (v) Processing as required under the laws applicable to Processor, and\/or as required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, provided that Processor shall inform Customer of the legal requirement before Processing, unless such law or order prohibit such information on important grounds of public interest.<\/p>\r\n\r\n\r\n\r\n

Processor shall inform Customer without undue delay if, in Processor\u2019s opinion, an instruction for the Processing of Personal Data given by Customer infringes applicable Data Protection Laws. To the extent that Processor cannot comply with an instruction from Customer, Processor (a) shall inform Customer, providing relevant details of the issue, (b) Processor may, without liability to Customer, temporarily cease all Processing of the affected Personal Data (other than securely storing such data) and\/or suspend Customer\u2019s access to the Services, and (c) if the Parties do not agree on a resolution to the issue in question and the costs thereof, Customer may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Services, and Customer shall pay to Processor all the amounts owed to Processor or outstanding prior to the date of termination. Customer will have no further claims against Processor (including, without limitation, requesting refunds for Services) pursuant to the termination of the Agreement and the DPA as described in this paragraph.<\/p>\r\n\r\n\r\n\r\n

2.4\u00a0 Details of the Processing<\/strong>. The subject-matter of Processing of Personal Data by Processor is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 1 (Details of Processing) to this DPA.<\/p>\r\n\r\n\r\n\r\n

2.5\u00a0 Sensitive Data<\/strong>. The Parties agree that the Services are not intended for the Processing of Sensitive Data, and that if Customer wishes to use the Services to Process Sensitive Data, it must first obtain the Processor\u2019s explicit prior written consent and enter into any additional agreements as may be required by monday.com.<\/p>\r\n\r\n\r\n\r\n

2.6\u00a0 CCPA Standard of Care; No Sale of Personal Information<\/strong>. Processor acknowledges and confirms that it does not receive or process any Personal Information as consideration for any services or other items that Processor provides to Customer under the Agreement. Processor shall not have, derive, or exercise any rights or benefits regarding Personal Information Processed on Customer\u2019s behalf, and may use and disclose Personal Information solely for the purposes for which such Personal Information was provided to it, as stipulated in the Agreement and this DPA. Processor certifies that it understands the rules, requirements and definitions of the CCPA and agrees to refrain from selling (as such term is defined in the CCPA) any Personal Information Processed hereunder without Customer\u2019s prior written consent, nor take any action that would cause any transfer of Personal Information to or from Processor under the Agreement or this DPA to qualify as \u201cselling\u201d such Personal Information under the CCPA.<\/p>\r\n\r\n\r\n\r\n

3. \u00a0 \u00a0 DATA SUBJECT REQUESTS<\/strong><\/p>\r\n\r\n\r\n\r\n

Processor shall, to the extent legally permitted, notify Customer or refer Data Subject or Consumer to Customer, if Processor receives a request from a Data Subject or Consumer to exercise their rights (to the extent available to them under applicable Data Protection Laws) of access, right to rectification, restriction of Processing, erasure, data portability, objection to the Processing, their right not to be subject to automated individual decision making, to opt-out of the sale of Personal Information, or the right not to be discriminated against (\u201cData Subject Request<\/strong>\u201d). Taking into account the nature of the Processing, Processor shall assist Customer by implementing appropriate technical and organizational measures, insofar as this is possible and reasonable, for the fulfilment of Customer\u2019s obligation to respond to a Data Subject Request under Data Protection Laws. Processor may advise Data Subjects on available features for self-exercising their Data Subject Requests through the Platform (where appropriate), and\/or refer Data Subject Requests received, and the Data Subjects making them, directly to the Customer for its treatment of such requests.<\/p>\r\n\r\n\r\n\r\n

4. \u00a0 \u00a0 CONFIDENTIALITY<\/strong><\/p>\r\n\r\n\r\n\r\n

Processor shall ensure that its personnel and advisors engaged in the Processing of Personal Data have committed themselves to confidentiality.<\/p>\r\n\r\n\r\n\r\n

5. \u00a0 \u00a0 SUB-PROCESSORS<\/strong><\/p>\r\n\r\n\r\n\r\n

5.1\u00a0 Appointment of Sub-processors.<\/strong>
Customer acknowledges and agrees that (a) Processor\u2019s Affiliates may be engaged as Sub-processors; and (b) Processor and Processor\u2019s Affiliates on behalf of Processor may each engage third-party Sub-processors in connection with the provision of the Services.<\/p>\r\n\r\n\r\n\r\n

5.2\u00a0 List of Current Sub-processors and Notification of New Sub-processors.<\/strong><\/p>\r\n\r\n\r\n\r\n

5.2.1 Processor makes available to Customer the current list of Sub-Processors used by Processor to process Personal Data via\u00a0www.monday.com\/terms\/subprocessors<\/a>. Such Sub-processor list includes the identities of those Sub-processors and the entity\u2019s country (\u201cSub-Processor List<\/strong>\u201d). The Sub-Processor List as of the date of first use of the Services by Customer is hereby deemed authorized upon first use of the Services. Customer may reasonably object to Processor\u2019s use of an existing Sub-processor for reasons relating to the protection of Personal Data intended to be Processed by such Sub-processor, by providing a written objection to legal@monday.com<\/a> within three (3) business days following the first use of the Services. In the event Customer reasonably objects to an existing Sub-processor, as permitted in the preceding sentence, Customer may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those elements of the Services which cannot be provided by Processor without the use of the objected-to Sub-processor, by providing written notice to Processor; provided that all amounts outstanding under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Processor. Customer will have no further claims against Processor due to (i) past use of approved Sub-processors prior to the date of objection or (ii) the termination of the Agreement (including, without limitation, requesting refunds) and the DPA in the situation described in this paragraph.<\/p>\r\n\r\n\r\n\r\n

5.2.2\u00a0 \u00a0 Processor\u2019s webpage accessible via www.monday.com\/terms\/subprocessors<\/a> offers a mechanism to subscribe to notifications of new Sub-processors used to Process Personal Data, to which Customer shall subscribe, and when Customer subscribes, Processor shall provide notification of any new Sub-processor(s) before authorizing such new Sub-processor(s) to Process Personal Data in connection with the provision of the Services.<\/p>\r\n\r\n\r\n\r\n

5.3\u00a0 Objection to New Sub-processors<\/strong>. Customer may reasonably object to Processor\u2019s use of a new Sub-processor, for reasons relating to the protection of Personal Data intended to be Processed by such Sub-processor, by notifying Processor promptly in writing within seven (7) days after receipt of a Processor notification in accordance with the mechanism set out in Section 5.2.2. Such written objection shall include the reasons for objecting to Processor\u2019s use of such new Sub-processor. Failure to object to such new Sub-processor in writing within seven (7) days following Processor\u2019s notice shall be deemed as acceptance of the new Sub-Processor. In the event Customer reasonably objects to a new Sub-processor, as permitted in the preceding sentences, Processor will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer\u2019s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Processor is unable to make available such change within thirty (30) days, Customer may, as a sole remedy, terminate the Agreement and this DPA with respect only to those elements of the Services which cannot be provided by Processor without the use of the objected-to new Sub-processor, by providing written notice to Processor. All amounts outstanding under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Processor. Until a decision is made regarding the new Sub-processor, Processor may temporarily suspend the Processing of the affected Personal Data and\/or suspend access to the Services. Customer will have no further claims against Processor due to the termination of the Agreement (including, without limitation, requesting refunds) and\/or the DPA in the situation described in this paragraph.<\/p>\r\n\r\n\r\n\r\n

5.4\u00a0 Agreements with Sub-processors<\/strong>. Processor or a Processor\u2019s Affiliate on behalf of Processor has entered into a written agreement with each Sub-processor containing appropriate safeguards to the protection of Personal Data. Where Processor engages a Sub-processor for carrying out specific Processing activities on behalf of the Customer, the same or materially similar data protection obligations as set out in this DPA shall be imposed on such new Sub-processor by way of a contract, in particular obligations to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of the GDPR. Where a Sub-processor fails to fulfil its data protection obligations concerning its Processing of Personal Data, Processor shall remain responsible for the performance of the Sub-processor’s obligations.<\/p>\r\n\r\n\r\n\r\n

6. \u00a0 \u00a0 SECURITY & AUDITS<\/strong><\/p>\r\n\r\n\r\n\r\n

6.1\u00a0 Controls for the Protection of Personal Data<\/strong>. Processor shall maintain industry-standard technical and organizational measures for protection of Personal Data Processed hereunder (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data, confidentiality and integrity of Personal Data, including those measures set forth in the Security Documentation), as may be amended from time to time. Upon the Customer\u2019s reasonable request, Processor will reasonably assist Customer, at Customer\u2019s cost and subject to the provisions of Section \u200e11.1 below, in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and the information available to Processor.<\/p>\r\n\r\n\r\n\r\n

6.2\u00a0 Audits and Inspections<\/strong>. Upon Customer\u2019s 14 days prior written request at reasonable intervals (no more than once every 12 months), and subject to strict confidentiality undertakings by Customer, Processor shall make available to Customer that is not a competitor of Processor (or Customer\u2019s independent, reputable, third-party auditor that is not a competitor of Processor and not in conflict with Processor, subject to their confidentiality and non-compete undertakings) information necessary to demonstrate compliance with this DPA, and allow for and contribute to audits, including inspections, conducted by them (provided, however, that such information, audits, inspections and the results therefrom, including the documents reflecting the outcome of the audit and\/or the inspections, shall only be used by Customer to assess compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party without Processor\u2019s prior written approval. Upon Processor’s first request, Customer shall return all records or documentation in Customer’s possession or control provided by Processor in the context of the audit and\/or the inspection). If and to the extent that the Standard Contractual Clauses apply, nothing in this Section 6.2 varies or modifies the Standard Contractual Clauses nor affects any Supervisory Authority\u2019s or Data Subject\u2019s rights under the Standard Contractual Clauses.<\/p>\r\n\r\n\r\n\r\n

6.3\u00a0 In the event of an audit or inspections as set forth above, Customer shall ensure that it (and each of its mandated auditors) will not cause (or, if it cannot avoid, minimize) any damage, injury or disruption to Processor\u2019s premises, equipment, personnel and business, as applicable, while conducting such audit or inspection.<\/p>\r\n\r\n\r\n\r\n

6.4\u00a0 The audit rights set forth in \u200e6.2 above, shall only apply to the extent that the Agreement does not otherwise provide Customer with audit rights that meet the relevant requirements of Data Protection Laws (including, where applicable, article 28(3)(h) of the GDPR or the UK GDPR).<\/p>\r\n\r\n\r\n\r\n

7. \u00a0 \u00a0 DATA INCIDENT MANAGEMENT AND NOTIFICATION<\/strong><\/p>\r\n\r\n\r\n\r\n

Processor maintains security incident management policies and procedures and, to the extent required under applicable Data Protection Laws, shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data Processed by Processor on behalf of the Customer (a \u201cData Incident<\/strong>\u201d). Processor shall make reasonable efforts to identify and take those steps as Processor deems necessary and reasonable in order to remediate and\/or mitigate the cause of such Data Incident to the extent the remediation and\/or mitigation is within Processor\u2019s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer, its Users or anyone who uses the Services on Customer\u2019s behalf. Customer will not make, disclose, release or publish any finding, admission of liability, communication, notice, press release or report concerning any Data Incident which directly or indirectly identifies Processor (including in any legal proceeding or in any notification to regulatory or supervisory authorities or affected individuals) without Processor\u2019s prior written approval, unless, and solely to the extent that, Customer is compelled to do so pursuant to applicable Data Protection Laws. In the latter case, unless prohibited by such laws, Customer shall provide Processor with reasonable prior written notice to provide Processor with the opportunity to object to such disclosure and in any case Customer will limit the disclosure to the minimum scope required.<\/p>\r\n\r\n\r\n\r\n

8. \u00a0 \u00a0 RETURN AND DELETION OF PERSONAL DATA<\/strong><\/p>\r\n\r\n\r\n\r\n

Following termination of the Agreement and cessation of the Services, at the choice of Customer (indicated through the Platform or in written notification to Processor), Processor shall delete or return to Customer all the Personal Data it Processes solely on behalf of the Customer in the manner described in the Agreement, and Processor shall delete existing copies of such Personal Data unless Data Protection Laws require otherwise. To the extent authorized or required by applicable law, Processor may also retain one copy of the Personal Data solely for evidence purposes and\/or for the establishment, exercise or defense of legal claims and\/or for compliance with legal obligations.<\/p>\r\n\r\n\r\n\r\n

9. \u00a0 \u00a0 CROSS-BORDER DATA TRANSFERS<\/strong><\/p>\r\n\r\n\r\n\r\n

9.1\u00a0 Transfers from the EEA, Switzerland and the United Kingdom to countries that offer adequate level or data protection<\/strong>. Personal Data may be transferred from EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) (collectively, \u201cEEA<\/strong>\u201d), Switzerland and the United Kingdom (\u201cUK<\/strong>\u201d) to countries that offer an adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the European Union, the Member States or the European Commission, Switzerland, and\/or the UK as relevant (\u201cAdequacy Decisions<\/strong>\u201d), as applicable, without any further safeguard being necessary.<\/p>\r\n\r\n\r\n\r\n

9.2\u00a0 Transfers from the EEA, Switzerland and the United Kingdom to other countries<\/strong>. If the Processing of Personal Data by Processor includes a transfer (either directly or via onward transfer):<\/p>\r\n\r\n\r\n\r\n

(i) from the EEA or Switzerland to other countries which have not been subject to a relevant Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism as may be adopted by Processor for the lawful transfer of personal data (as defined in the GDPR) outside the EEA or Switzerland (\u201cEEA Transfer<\/strong>\u201d), the terms set forth in the Standard Contractual Clauses shall apply;<\/p>\r\n\r\n\r\n\r\n

(ii) \u00a0 from the UK to other countries which have not been subject to a relevant Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism as may be adopted by Processor for the lawful transfer of personal data (as defined in the UK GDPR) outside the EEA or UK (\u201cUK Transfer<\/strong>\u201d), the terms set forth in the Standard Contractual Clauses, in accordance with Annex III thereto (UK Cross Border Transfers) shall apply;<\/p>\r\n\r\n\r\n\r\n

(iii)\u00a0 the terms set forth in Annex IV to the Standard Contractual Clauses (Additional Safeguards) shall apply to an EEA Transfer and a UK Transfer.<\/p>\r\n\r\n\r\n\r\n

10.\u00a0 AUTHORIZED AFFILIATES<\/strong><\/p>\r\n\r\n\r\n\r\n

10.1 \u00a0 Contractual Relationship<\/strong>. The Parties acknowledge and agree that, by executing the DPA, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, in which case each Authorized Affiliate agrees to be bound by the Customer\u2019s obligations under this DPA, if and to the extent that Processor Processes Personal Data on the behalf of such Authorized Affiliates, thus qualifying them as the \u201cController<\/strong>\u201d. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an Authorized Affiliate shall be deemed a violation by Customer.<\/p>\r\n\r\n\r\n\r\n

10.2 \u00a0 Communication<\/strong>. Customer shall remain responsible for coordinating all communication with Processor under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.<\/p>\r\n\r\n\r\n\r\n

11.\u00a0 OTHER PROVISIONS<\/strong><\/p>\r\n\r\n\r\n\r\n

11.1 \u00a0 Data Protection Impact Assessment and Prior Consultation<\/strong>. Upon Customer\u2019s reasonable request, Processor shall provide Customer, at Customer\u2019s cost, with reasonable cooperation and assistance needed to fulfil Customer\u2019s obligation under the GDPR or the UK GDPR (as applicable) to carry out a data protection impact assessment related to Customer\u2019s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Processor. Processor shall provide, at Customer\u2019s cost, reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section 11.1, to the extent required under the GDPR or the UK GDPR, as applicable.<\/p>\r\n\r\n\r\n\r\n

11.2 \u00a0 Modifications<\/strong>. Each Party may by at least forty-five (45) calendar days’ prior written notice to the other Party, request in writing any variations to this DPA if they are required as a result of any change in any Data Protection Laws to allow Processing of Customer Personal Data to be made (or continue to be made) without breach of those Data Protection Laws. Pursuant to such notice: (a) the Parties shall use commercially reasonable efforts to accommodate such required modification; and (b) Customer shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Processor to protect the Processor against additional risks, or to indemnify and compensate Processor for any further steps and costs associated with the variations made herein at Customer\u2019s request. The Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Customer\u2019s or Processor\u2019s notice as soon as is reasonably practicable. In the event that the Parties are unable to reach such an agreement within 30 days of such notice, then Customer or Processor may, by written notice to the other Party, with immediate effect, terminate the Agreement or DPA to the extent that it relates to the elements of the Services which are affected by the proposed variations (or lack thereof). Customer will have no further claims against Processor (including, without limitation, requesting refunds for the Services) pursuant to the termination of the Agreement and the DPA as described in this Section.<\/p>\r\n\r\n\r\n\r\n

SCHEDULE 1 – DETAILS OF THE PROCESSING<\/strong><\/p>\r\n\r\n\r\n\r\n

Nature and Purpose of Processing<\/strong><\/p>\r\n\r\n\r\n\r\n

1. Providing the Services to Customer;<\/p>\r\n\r\n\r\n\r\n

2. Performing the Agreement, this DPA and\/or other contracts executed by the Parties;<\/p>\r\n\r\n\r\n\r\n

3. Acting upon Customer\u2019s instructions, where such instructions are consistent with the terms of the Agreement;<\/p>\r\n\r\n\r\n\r\n

4. Sharing Personal Data with third parties in accordance with Customer\u2019s instructions and\/or pursuant to Customer\u2019s use of the Services (e.g., integrations between the Services and any services provided by third parties, as configured by or on behalf of Customer to facilitate the sharing of Personal Data between the Services and such third party services);<\/p>\r\n\r\n\r\n\r\n

5. Complying with applicable laws and regulations;<\/p>\r\n\r\n\r\n\r\n

6. All tasks related with any of the above.<\/p>\r\n\r\n\r\n\r\n

Duration of Processing<\/strong><\/p>\r\n\r\n\r\n\r\n

Subject to any section of the DPA and\/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Processor will Process Personal Data pursuant to the DPA and Agreement for the duration of the Agreement, unless otherwise agreed upon in writing.<\/p>\r\n\r\n\r\n\r\n

Type of Personal Data<\/strong><\/p>\r\n\r\n\r\n\r\n

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion.<\/p>\r\n\r\n\r\n\r\n

Categories of Data Subjects<\/strong><\/p>\r\n\r\n\r\n\r\n

Customer may submit Personal Data to the Services which may include, but is not limited to, Personal Data relating to the following categories of Data Subjects:<\/p>\r\n\r\n\r\n\r\n

\u25cf\u00a0 Employees, agents, advisors, freelancers of Customer (who are natural persons)<\/p>\r\n\r\n\r\n\r\n

\u25cf\u00a0 Prospects, customers, business partners and vendors of Customer (who are natural persons)<\/p>\r\n\r\n\r\n\r\n

\u25cf\u00a0 Employees or contact persons of Customer\u2019s prospects, customers, business partners and vendors<\/p>\r\n\r\n\r\n\r\n

\u25cf\u00a0 Any other third party individual with whom Customer decides to communicate through the Services.<\/p>\r\n\r\n\r\n\r\n

Last Updated: September 27, 2021<\/p>\r\n\r\n\r\n\r\n

 <\/p>\r\n","protected":false},"excerpt":{"rendered":"

Sign the Online Version This Data Processing Addendum (\u201cDPA\u201d) is incorporated by reference into monday.com\u2019s Terms of Service available at\u00a0www.monday.com\/terms\/tos or other agreement governing the use of monday.com\u2019s services (\u201cAgreement\u201d) entered by and between you, the Customer (as defined in the Agreement) (collectively,\u00a0\u201cyou\u201d,\u00a0“your\u201d, \u201cCustomer\u201d), and monday.com Ltd. (\u201cmonday.com\u201d,\u00a0\u201cus\u201d,\u00a0\u201cwe\u201d,\u00a0\u201cour\u201d) to reflect the parties\u2019 agreement with regard…<\/p>\n","protected":false},"author":9,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[1],"tags":[],"class_list":["post-3493","post","type-post","status-publish","format-standard","hentry","category-uncategorized"],"acf":[],"yoast_head":"\nData Processing Addendum (DPA) - Nov 22 - monday.com Legal Portal<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/monday.com\/l\/privacy\/dpa\/\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Data Processing Addendum (DPA) - Nov 22 - monday.com Legal Portal\" \/>\n<meta property=\"og:description\" content=\"Sign the Online Version This Data Processing Addendum (\u201cDPA\u201d) is incorporated by reference into monday.com\u2019s Terms of Service available at\u00a0www.monday.com\/terms\/tos or other agreement governing the use of monday.com\u2019s services (\u201cAgreement\u201d) entered by and between you, the Customer (as defined in the Agreement) (collectively,\u00a0\u201cyou\u201d,\u00a0“your\u201d, \u201cCustomer\u201d), and monday.com Ltd. 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