DATA PROCESSING ADDENDUM

Customer (Controller/Processor) - Bluebeam (Processor)

(May 2022)

This Data Processing Addendum, including its Schedules, (“DPA”) forms part of the General Terms and Conditions of Use, all applicable Additional Terms, and the Order or other written or electronic agreement between Bluebeam, Inc. and its Affiliates (“Bluebeam”) and You (“Customer”) for the purchase of services from Bluebeam (identified either as “Software” or “Services” or otherwise in the applicable Order Form, and hereinafter defined as “Services”) (collectively the “Agreement”) to reflect the Parties’ agreement with regard to the Processing of Personal Data.

Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

In the course of providing the Services to Customer pursuant to the Agreement, Bluebeam may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data.

HOW TO EXECUTE THIS DPA:

  1. This DPA consists of two parts: the main body of the DPA, and Schedules 1 and 2.
  2. This DPA is valid and effective as of the Effective Date of the Order Form.
  3. In the event Customer requires a physically signed copy of this DPA, Customer must email Bluebeam at legal@bluebeam.com indicating Customer’s Quote Number (as set out on the Order Form) and the contact name and email address to which the DPA should be sent.

For the avoidance of doubt, Customer’s signature on the Order Form shall be deemed to constitute signature and acceptance of the Standard Contractual Clauses, including Schedule 2.

HOW THIS DPA APPLIES

If the Customer entity signing this DPA is a party to the Agreement, this DPA is an addendum to and forms part of the Agreement. In such case, the Bluebeam entity that is party to the Agreement is party to this DPA.

If the Customer entity signing this DPA is not a party the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the Customer entity who is a party to the Agreement executes this DPA.

If the Customer entity signing the DPA is a party to an Agreement via an authorized reseller of Bluebeam, this DPA is valid and legally binding only to the extent of the Agreement, and not such reseller’s independent terms of purchase. Customer should contact the authorized reseller to discuss whether any amendment to its agreement with that reseller may be required.

DATA PROCESSING TERMS

1.  DEFINITIONS

Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and Bluebeam, but has not signed its own Order Form with Bluebeam and is not a “Customer” as defined under this DPA.

Bluebeam” means the Bluebeam entity which is a party to this DPA, as specified in the section “HOW THIS DPA APPLIES” above, being Bluebeam, Inc., a company incorporated in Delaware, US; or one of Bluebeam, Inc. affiliates including Bluebeam Limited UK Ltd. a company incorporated under the laws of England, Bluebeam AB a company incorporated under the laws of Sweden, Bluebeam GmbH a company incorporated under the laws of Germany, or Bluebeam Australia Pty Ltd. a company incorporated under the laws of Australia; or as applicable.

Bluebeam Group” means Bluebeam and its Affiliates engaged in the Processing of Personal Data.

CCPA” means the California Consumer Privacy Act, as amended, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.

Controller” means the entity that determines the purposes and means of the Processing of Personal Data.

Customer” in this DPA means the entity that executed the Agreement together with its Affiliates (for so long as they remain Affiliates) which have signed Order Forms.

Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and its states, applicable to the Processing of Personal Data under the Agreement as amended from time to time.

Data Subject” means the identified or identifiable person to whom Personal Data relates.

Europe” means the European Union, the European Economic Area, Switzerland and the United Kingdom.

GDPR” means 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), including as implemented or adopted under the laws of the United Kingdom.

Order Form” means the document executed by Customer from which Customer obtains a license to use or access to, as applicable, the Services.

Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as Personal Data or personal information under applicable Data Protection Laws and Regulations), but does not include sensitive personal information for purposes of this DPA.

Processing” or “Process” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Processor” means the entity that Processes Personal Data on behalf of the Controller, including as applicable any “Service Provider” as that term is defined by the CCPA.

Public Authority” means a government agency or law enforcement authority, including judicial authorities.

Security Documentation” means the Security Statement applicable to the specific Services purchased by Customer, as updated from time to time, and accessible at https://bluebeam.com/legal/security, or as otherwise made reasonably available by Bluebeam.

Standard Contractual Clauses” means Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eurlex.europa.eu/eli/dec_impl/2021/914/oj.

Sub-processor” means any Processor engaged by Bluebeam or a member of the Bluebeam Group used in processing Customer Personal Data.

2.  PROCESSING OF PERSONAL DATA

2.1  Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is a Controller or a Processor, Bluebeam is a Processor and that Bluebeam or members of the Bluebeam Group will engage Sub-processors pursuant to the requirements set forth in section 5 “Sub-processors” below.

2.2  Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including any applicable requirement to provide notice to Data Subjects of the use of Bluebeam as Processor (including where the Customer is a Processor, by ensuring that the ultimate Controller does so). For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Customer specifically acknowledges and agrees that its use of the Services will not violate the rights of any Data Subject, including those that have opted-out from sales or other disclosures of Personal Data, to the extent applicable under Data Protection Laws and Regulations.

2.3  Bluebeam Group’s Processing of Personal Data. Bluebeam shall treat Personal Data as Confidential Information and shall Process Personal Data on behalf of and only in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Authorized Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.

2.4  Details of the Processing. The subject-matter of Processing of Personal Data by Bluebeam 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 2 (Description of Processing/Transfer) to this DPA.

3.  RIGHTS OF DATA SUBJECTS. Bluebeam shall, to the extent legally permitted, promptly notify Customer of any complaint, dispute or request it has received from a Data Subject such as a Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or their right not to be subject to automated individual decision making, each such request being a “Data Subject Request”. Bluebeam shall not respond to a Data Subject Request itself, except that Customer authorizes Bluebeam to redirect the Data Subject Request as necessary to allow Customer to respond directly. Taking into account the nature of the Processing, Bluebeam shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Bluebeam shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Bluebeam is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Bluebeam’s provision of such assistance.

4.  BLUEBEAM PERSONNEL

4.1  Confidentiality. Bluebeam shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Bluebeam shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

4.2  Reliability. Bluebeam shall take commercially reasonable steps to ensure the reliability of any Bluebeam personnel engaged in the Processing of Personal Data.

4.3  Limitation of Access. Bluebeam shall ensure that Bluebeam’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

5.  SUB-PROCESSORS

5.1  Appointment of Sub-processors. Customer acknowledges and agrees that (a) Bluebeam’s Affiliates may be retained as Subprocessors; and (b) Bluebeam and Bluebeam’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Bluebeam or an Bluebeam Affiliate has entered into a written agreement with each Sub-processor containing, in substance, data protection obligations no less protective than those in the Agreement with respect to the protection of Personal Data to the extent applicable to the nature of the Services provided by such Sub-processor.

5.2  List of Current Sub-processors. The current list of Sub-processors engaged in Processing Personal Data for the performance of each applicable Service, including a description of their processing activities and countries of location, is listed here (“Sub-processor Documentation”). The Sub-processor Documentation may be updated by Bluebeam from time to time and Bluebeam shall provide notice via email to Customer. Customer hereby consents to the Sub-processors listed as of the date this DPA is executed, including their locations and processing activities as it pertains to their Personal Data.

5.3  Objection Right for New Sub-processors. Customer may object to Bluebeam’s use of a new Sub-processor by notifying Bluebeam promptly in writing within thirty (30) days of receipt of Bluebeam’s notice. If Customer objects to a new Sub-processor as permitted in the preceding sentence, Bluebeam will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Customer. If Bluebeam is unable to make available such change within a reasonable period of time, which shall not exceed sixty (60) days, Customer may terminate the applicable Order Form(s) with respect only to those Services that cannot be provided by Bluebeam without the use of the objected-to new Sub-processor by providing written notice to Bluebeam. Bluebeam will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.

5.4  Liability. Bluebeam shall be liable for the acts and omissions of its Sub-processors to the same extent Bluebeam would be liable if performing the services of each Sub-processor directly under the terms of this DPA, unless otherwise set forth in the Agreement.

6.  SECURITY

6.1  Controls for the Protection of Personal Data. Bluebeam shall maintain appropriate technical and organizational measures for protection of the security (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. Bluebeam will not materially decrease the overall security of the Services during a subscription term.

6.2  Audit. Bluebeam shall maintain an audit program to help ensure compliance with the obligations set out in this DPA and, upon Customer’s written request, shall make available to Customer information to demonstrate compliance with the obligations set out in this DPA as set forth in this section 6.2.

6.3  Data Protection Impact Assessment. Upon Customer’s request, Bluebeam shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under Data Protection Laws and Regulations to carry out a data protection impact assessment related to Customer’s 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 Bluebeam.

7.  PERSONAL DATA INCIDENT MANAGEMENT AND NOTIFICATION. Bluebeam 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, including Personal Data, transmitted, stored or otherwise Processed by Bluebeam or its Sub-processors of which Bluebeam becomes aware (a “Personal Data Incident”). Bluebeam shall make reasonable efforts to identify the cause of such Personal Data Incident and take such steps as Bluebeam deems necessary and reasonable to remediate the cause of such a Personal Data Incident to the extent the remediation is within Bluebeam’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Authorized Users.

8.  GOVERNMENT ACCESS REQUESTS

8.1  Bluebeam requirements. In its role as a Processor, Bluebeam shall maintain appropriate measures to protect Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including by implementing appropriate technical and organizational safeguards to protect Personal Data against any interference that goes beyond what is necessary in a democratic society to safeguard national security, defense and public security. If Bluebeam receives a legally binding request to access Personal Data from a Public Authority, Bluebeam shall, unless otherwise legally prohibited, promptly notify Customer including a summary of the nature of the request. To the extent Bluebeam is prohibited by law from providing such notification, Bluebeam shall use commercially reasonable efforts to obtain a waiver of the prohibition to enable Bluebeam to communicate as much information as possible, as soon as possible. Further, Bluebeam shall challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful. Bluebeam shall pursue possibilities of appeal. When challenging a request, Bluebeam shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the Personal Data requested until required to do so under the applicable procedural rules. Bluebeam agrees it will provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request. Bluebeam shall promptly notify Customer if Bluebeam becomes aware of any direct access by a Public Authority to Personal Data and provide information available to Bluebeam in this respect, to the extent permitted by law. For the avoidance of doubt, this DPA shall not require Bluebeam to pursue action or inaction that could result in civil or criminal penalty for Bluebeam such as contempt of court.

8.2   Sub-processors requirements. Bluebeam shall ensure that Sub-processors involved in the Processing of Personal Data are subject to the relevant commitments regarding Government Access Requests in the Standard Contractual Clauses, where applicable.

9.  RETURN AND DELETION OF PERSONAL DATA. Bluebeam shall return Personal Data to Customer and, to the extent allowed by applicable law, delete Personal Data in accordance with the procedures and timeframes specified in the Agreement. Until Personal Data is deleted or returned, Bluebeam shall continue to comply with this DPA and its Schedules.

10.  AUTHORIZED AFFILIATES

10.1  Contractual Relationship. The parties acknowledge and agree that, by executing the Agreement, Customer enters into this DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Bluebeam and each such Authorized Affiliate subject to the provisions of the Agreement and this section 10 and section 11. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Agreement, and is a party only to this DPA. All access to and use of the Services and Content by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.

10.2  Communication. The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Bluebeam under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

10.3  Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to this DPA with Bluebeam, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, subject to the following:

10.3.1  Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Bluebeam directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA, not separately for each Authorized Affiliate individually, but in a combined manner for itself and all of its Authorized Affiliates together (as set forth, for example, in section 10.3.2, below).

10.3.2  The parties agree that the Customer that is the contracting party to the Agreement shall, when carrying out procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on Bluebeam and its Sub-Processors by combining, to the extent reasonably possible, several requests carried out on behalf of itself and all of its Authorized Affiliates in one single audit.

11.  LIMITATION OF LIABILITY. Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Bluebeam, 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 a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. For the avoidance of doubt, Bluebeam’s and its Affiliates’ total liability for all claims from Customer and all of its Authorized Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.

12.  EUROPE SPECIFIC PROVISIONS

12.1  Definitions. For the purposes of this section 12 and Schedule 1 these terms shall be defined as follows:

“EU C-to-P Transfer Clauses” means Standard Contractual Clauses sections I, II, III and IV (as applicable) to the extent they reference Module Two (Controller-to-Processor).

“EU P-to-P Transfer Clauses” means Standard Contractual Clauses sections I, II III and IV (as applicable) to the extent they reference Module Three (Processor-to-Processor).

12.2  GDPR. Bluebeam will Process Personal Data in accordance with the GDPR requirements directly applicable to Bluebeam’s provision of its Services.

12.3  Customer Instructions. Bluebeam shall inform Customer immediately (i) if, in its opinion, an instruction from Customer constitutes a breach of the GDPR and/or (ii) if Bluebeam is unable to follow Customer’s instructions for the Processing of Personal Data.

12.4  Transfer mechanisms for data transfers. If, in the performance of the Services, Personal Data that is subject to the GDPR or any other law relating to the protection or privacy of individuals that applies in Europe is transferred out of Europe to countries which do not ensure an adequate level of data protection within the meaning of the Data Protection Laws and Regulations of Europe, the transfer mechanisms listed below shall apply to such transfers and can be directly enforced by the Parties to the extent such transfers are subject to the Data Protection Laws and Regulations of Europe:

  • The EU C-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Controller and a data exporter of Personal Data and Bluebeam is a Processor and data importer in respect of that Personal Data, then the Parties shall comply with the EU C-to-P Transfer Clauses, subject to the additional terms in section 2 of Schedule 1; and/or
  • The EU P-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Processor acting on behalf of a Controller and a data exporter of Personal Data and Bluebeam is a Processor and data importer in respect of that Personal Data, the Parties shall comply with the terms of the EU P-to-P Transfer Clauses, subject to the additional terms in sections 2 and 3 of Schedule 1.

12.5  Impact of local laws. As of the Effective Date, Bluebeam has no reason to believe that the laws and practices in any third country of destination applicable to its Processing of the Personal Data, including any requirements to disclose Personal Data or measures authorizing access by a Public Authority, prevent Bluebeam from fulfilling its obligations under this DPA. If Bluebeam reasonably believes that any existing or future enacted or enforceable laws and practices in the third country of destination applicable to its Processing of the Personal Data (“Local Laws”) prevent it from fulfilling its obligations under this DPA, it shall promptly notify Customer. In such a case, Bluebeam shall use reasonable efforts to make available to the affected Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to facilitate compliance with the Local Laws without unreasonably burdening Customer. If Bluebeam is unable to make available such change promptly, Customer may terminate the applicable Order Form(s) and suspend the transfer of Personal Data in respect only to those Services which cannot be provided by Bluebeam in accordance with the Local Laws by providing written notice in accordance with Section 8.12 of the Agreement. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination for such terminated Services.

13.  CCPA Specific Provisions.

13.1  Definitions. For purposes of this Section 13, capitalized terms not otherwise defined herein shall have the definitions given to them in the CCPA.

13.2  Service Provider Restrictions. The following restrictions, to the extent not already imposed under other provisions in this DPA, apply to Processing of Personal Data of Data Subjects who are California residents. Bluebeam shall not Sell or Share Personal Data. Bluebeam shall not retain, use, disclose or otherwise Process Personal Data for any purpose other than for the purpose of providing the Services as specified in the Agreement or applicable Order Form, or for a purpose permitted for Service Providers under the CCPA. Bluebeam shall not retain, use, disclose or otherwise Process Personal Data outside of the direct business relationship between Bluebeam and Customer. Bluebeam shall not combine Personal Data with personal information that it receives from, or on behalf of, another customer or third party. Bluebeam certifies that it understands these restrictions and will comply with them.

14.  PARTIES TO THIS DPA. Where the Standard Contractual Clauses apply, Bluebeam, Inc. is the signatory to the Standard Contractual Clauses. Where the Bluebeam entity that is a party to this DPA is not Bluebeam, Inc., that Bluebeam entity is carrying out the obligations of the data importer on behalf of Bluebeam, Inc.

15.  LEGAL EFFECT. This DPA shall only become legally binding between Customer and Bluebeam (and Bluebeam, Inc., if different) when the formalities steps set out in the section “HOW TO EXECUTE THIS DPA” above have been fully completed.

List of Schedules

Schedule 1: Transfer Mechanisms for European Data Transfers

Schedule 2: Description of Processing/Transfer

SCHEDULE 1

TRANSFER MECHANISMS FOR EUROPEAN DATA TRANSFERS

1. STANDARD CONTRACTUAL CLAUSES OPERATIVE PROVISIONS AND ADDITIONAL TERMS

1.1. For the purposes of the EU C-to-P Transfer Clauses and the EU P-to-P Transfer Clauses, Customer is the data exporter and Bluebeam is the data importer and the Parties agree to the following. If and to the extent an Authorized Affiliate relies on the EU C-to-P Transfer Clauses or the EU P-to-P Transfer Clauses for the transfer of Personal Data, any references to ‘Customer’ in this Schedule, include such Authorized Affiliate. Where this section 1 does not explicitly mention EU C-toP Transfer Clauses or EU P-to-P Transfer Clauses it applies to both of them.

1.2. Reference to the Standard Contractual Clauses. The relevant provisions contained in the Standard Contractual Clauses are incorporated by reference and are an integral part of this DPA. The information required for the purposes of the Appendix to the Standard Contractual Clauses are set out in Schedule 2.

1.3. Docking clause. The option under clause 7 shall not apply.

1.4. Instructions. This DPA and the Agreement are Customer’s complete and final documented instructions at the time of signature of the Order Form to Bluebeam for the Processing of Personal Data. Any additional or alternate instructions must be consistent with the terms of this DPA and the Agreement. For the purposes of clause 8.1(a), the instructions by Customer to Process Personal Data are set out in section 2.3 of this DPA and include onward transfers to a third party located outside Europe for the purpose of the performance of the Services.

1.5. Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in clause 8.5 and 16(d) of the Standard Contractual Clauses shall be provided by Bluebeam to Customer only upon Customer’s written request.

1.6. Security of Processing. For the purposes of clause 8.6(a), Customer is solely responsible for making an independent determination as to whether the technical and organizational measures set forth in the Security Documentation meet Customer’s requirements and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the Processing of its Personal Data as well as the risks to individuals) the security measures and policies implemented and maintained by Bluebeam provide a level of security appropriate to the risk with respect to its Personal Data. For the purposes of clause 8.6(c), personal data breaches will be handled in accordance with section 7 (Personal Data Incident Management and Notification) of this DPA.

1.7. Audits of the SCCs. The parties agree that the audits described in clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with section 6.2 of this DPA.

1.8. General authorization for use of Sub-processors. Option 2 under clause 9 shall apply. For the purposes of clause 9(a), Bluebeam has Customer’s general authorization to engage Sub-processors in accordance with section 5 of this DPA. Bluebeam shall make available to Customer the current list of Sub-processors in accordance with section 5.2 of this DPA. Where Bluebeam enters into the EU P-to-P Transfer Clauses with a Sub-processor in connection with the provision of the Services, Customer hereby grants Bluebeam and Bluebeam’s Affiliates authority to provide a general authorization on Controller’s behalf for the engagement of sub-processors by Sub-processors engaged in the provision of the Services, as well as decision making and approval authority for the addition or replacement of any such sub-processors.

1.9. Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to clause 9(a), Customer acknowledges and expressly agrees that Bluebeam may engage new Sub-processors as described in sections 5.2 and 5.3 of this DPA. Bluebeam shall inform Customer of any changes to Sub-processors following the procedure provided for in section 5.2 of this DPA.

1.10. Complaints - Redress. For the purposes of clause 11, and subject to section 3 of this DPA, Bluebeam shall inform Data Subjects on its website of a contact point authorized to handle complaints. Bluebeam shall inform Customer if it receives a complaint by, or a dispute from, a Data Subject with respect to Personal Data and shall without undue delay communicate the complaint or dispute to Customer. Bluebeam shall not otherwise have any obligation to handle the request (unless otherwise agreed with Customer). The option under clause 11 shall not apply.

1.11. Liability. Bluebeam’s liability under clause 12(b) shall be limited to any damage caused by its Processing where Bluebeam has not complied with its obligations under the GDPR specifically directed to Processors, or where it has acted outside of or contrary to lawful instructions of Customer, as specified in Article 82 GDPR.

1.12.. Supervision. Clause 13 shall apply as follows:

1.12.1. Where Customer is established in an EU Member State, the supervisory authority with responsibility for ensuring compliance by Customer with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.

1.12.2. Where Customer is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679, the supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as competent supervisory authority.

1.12.3. Where Customer is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679, the Data Protection Authority of Bavaria for the Private Sector (Bayerisches Landesamt für Datenschutzaufsicht), Promenade 27 91522 Ansbach, Germany, shall act as competent supervisory authority.

1.12.4. Where Customer is established in the United Kingdom or falls within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner’s Office shall act as competent supervisory authority.

1.12.5. Where Customer is established in Switzerland or falls within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.

1.13. Notification of Government Access Requests. For the purposes of clause 15(1)(a), Bluebeam shall notify Customer (only) and not the Data Subject(s) in case of government access requests. Customer shall be solely responsible for promptly notifying the Data Subject as necessary.

1.14. Governing Law. The governing law for the purposes of clause 17 shall be the law that is designated in the Governing Law section of the Agreement. If the Agreement is not governed by an EU Member State law, the Standard Contractual Clauses will be governed by either (i) the laws of Germany; or (ii) where the Agreement is governed by the laws of the United Kingdom, the laws of the United Kingdom.

1.15. Choice of forum and jurisdiction. If the Agreement does not designate an EU Member State court as having exclusive jurisdiction to resolve any dispute or lawsuit arising out of or in connection with this Agreement, the parties agree that the courts of either (i) Germany; or (ii) where the Agreement designates the United Kingdom as having exclusive jurisdiction, the United Kingdom, shall have exclusive jurisdiction to resolve any dispute arising from the Standard Contractual Clauses. For Data Subjects habitually resident in Switzerland, the courts of Switzerland are an alternative place of jurisdiction in respect of disputes.

1.16. Appendix. The Appendix shall be completed as follows:

● The contents of section 1 of Schedule 2 shall form Annex I.A to the Standard Contractual Clauses

● The contents of sections 2 to 9 of Schedule 2 shall form Annex I.B to the Standard Contractual Clauses

● The contents of section 10 of Schedule 2 shall form Annex I.C to the Standard Contractual Clauses

● The contents of section 11 of Schedule 2 to this Exhibit shall form Annex II to the Standard Contractual Clauses.

1.17. Data Exports from the United Kingdom and Switzerland under the Standard Contractual Clauses. In case of any transfers of Personal Data from the United Kingdom and/or transfers of Personal Data from Switzerland subject exclusively to the Data Protection Laws and Regulations of Switzerland (“Swiss Data Protection Laws”), (i) general and specific references in the Standard Contractual Clauses to GDPR or EU or Member State Law shall have the same meaning as the equivalent reference in the Data Protection Laws and Regulations of the United Kingdom (“UK Data Protection Laws”) or Swiss Data Protection Laws, as applicable; and (ii) any other obligation in the Standard Contractual Clauses determined by the Member State in which the data exporter or Data Subject is established shall refer to an obligation under UK Data Protection Laws or Swiss Data Protection Laws, as applicable. In respect of data transfers governed by Swiss Data Protection Laws, the Standard Contractual Clauses also apply to the transfer of information relating to an identified or identifiable legal entity where such information is protected similarly as Personal Data under Swiss Data Protection Laws until such laws are amended to no longer apply to a legal entity.

1.18. Conflict. The Standard Contractual Clauses are subject to this DPA and the additional safeguards set out hereunder. The rights and obligations afforded by the Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. In the event of any conflict or inconsistency between the body of this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

2.  ADDITIONAL TERMS FOR THE EU P-TO-P TRANSFER CLAUSES

For the purposes of the EU P-to-P Transfer Clauses (only), the Parties agree the following.

2.1. Instructions and notifications. For the purposes of clause 8.1(a), Customer hereby informs Bluebeam that it acts as Processor under the instructions of the relevant Controller in respect of Personal Data. Customer warrants that its Processing instructions as set out in the Agreement and this DPA, including its authorizations to Bluebeam for the appointment of Subprocessors in accordance with this DPA, have been authorized by the relevant Controller. Customer shall be solely responsible for forwarding any notifications received from Bluebeam to the relevant Controller where appropriate.

2.2. Security of Processing. For the purposes of clause 8.6(c) and (d), Bluebeam shall provide notification of a personal data breach concerning Personal Data Processed by Bluebeam to Customer.

2.3. Documentation and Compliance. For the purposes of clause 8.9, all enquiries from the relevant Controller shall be provided to Bluebeam by Customer. If Bluebeam receives an enquiry directly from a Controller, it shall forward the enquiry to Customer and Customer shall be solely responsible for responding to any such enquiry from the relevant Controller where appropriate.

2.4. Data Subject Rights. For the purposes of clause 10 and subject to section 3 of this DPA, Bluebeam shall notify Customer about any request it has received directly from a Data Subject without obligation to handle it (unless otherwise agreed), but shall not notify the relevant Controller. Customer shall be solely responsible for cooperating with the relevant Controller in fulfilling the relevant obligations to respond to any such request.

SCHEDULE 2

DESCRIPTION OF PROCESSING/TRANSFER

1.  LIST OF PARTIES

Data exporter(s):

  • Name: Customer and its Authorized Affiliates.
  • Address: As listed in the Order Form/Agreement.
  • Contact person’s name, position and contact details: As listed in the Order Form/Agreement.
  • Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the Agreement and as further described in the Documentation.
  • Role: For the purposes of the EU C-to-P Transfer Clauses Customer and/or its Authorized Affiliate is a Controller. For the purposes of the EU P-to-P Transfer Clauses Customer and/or its Authorized Affiliate is a Processor.

Data importer(s):

  • Name: Bluebeam, Inc.
  • Address: 443 S. Raymond Ave., Pasadena, CA 91105, USA
  • Contact person’s name, position and contact details: Gerry Larmeu, Corporate Counsel, legal@bluebeam.com
  • Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the Agreement and as further described in the Documentation.

Role: Processor

2.    CATEGORIES OF DATA SUBJECTS WHOSE PERSONAL DATA IS TRANSFERRED

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

  • Prospects, customers, business partners and vendors of Customer (who are natural persons)
  • Employees or contact persons of Customer’s prospects, customers, business partners and vendors
  • Employees, agents, advisors, freelancers of Customer (who are natural persons)
  • Customer’s Authorized Users authorized by Customer to use the Services

3.    CATEGORIES OF PERSONAL DATA TRANSFERRED

Customer may submit Personal Data to the Services, or Bluebeam may receive or otherwise Process Personal Data on behalf of Customer in connection with providing the Services, the extent of which is determined and controlled by Customer in its sole discretion, 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)
  • ID data
  • Professional life data
  • Localization data
  • Service usage data

4.  SENSITIVE DATA TRANSFERRED (IF APPLICABLE)

None.

5.  FREQUENCY OF THE TRANSFER

Continuous basis depending on the use of the Services by Customer.

6.  NATURE OF THE PROCESSING

The nature of the Processing is the performance of the Services pursuant to the Agreement.

7.  PURPOSE OF PROCESSING, THE DATA TRANSFER AND FURTHER PROCESSING

Bluebeam will Process Personal Data as necessary to perform the Services pursuant to the Agreement, and as further instructed by Customer in its use of the Services.

8.  DURATION OF PROCESSING

Subject to section 9 of the DPA, Bluebeam will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

9.  SUB-PROCESSOR TRANSFERS

As per 7 above, the Sub-processor will Process Personal Data as necessary to perform the Services pursuant to the Agreement. Subject to section 9 of this DPA, the Sub-processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing

10.  COMPETENT SUPERVISORY AUTHORITY

  • Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.
  • Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as the competent supervisory authority.
  • Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679, the Data Protection Authority of Bavaria for the Private Sector (Bayerisches Landesamt für Datenschutzaufsicht), Promenade 27 91522 Ansbach, Germany, shall act as the competent supervisory authority.
  • Where the data exporter is established in the United Kingdom or falls within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner's Office shall act as the competent supervisory authority.
  • Where the data exporter is established in Switzerland or falls within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.

11.  TECHNICAL AND ORGANISATIONAL MEASURES

Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the SCC Services, as described in the Security Documentation applicable to the specific Services purchased by data exporter, and accessible via https://bluebeam.com/legal/security or otherwise made reasonably available by data importer. Data Importer will not materially decrease the overall security of the Services during the term of the Agreement. Data Subject Requests shall be handled in accordance with section 3 of the DPA.

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