Data Processing Addendum
Last Updated: May 19, 2021
This Data Processing Addendum and its Annexes (the “DPA”) reflect the agreement made by and between Semrush and Customer (as such terms are defined below), together the “Parties”, with respect to the Processing of Customer Personal Data (defined below) under the applicable terms and conditions or other written or electronic agreement referencing this DPA under which Semrush Processes Customer Personal Data that is subject to Applicable Data Protection Law (the “Agreement”). This DPA will be incorporated into the Agreement in accordance with the terms of the Agreement. This DPA amends the Agreement and is effective upon its incorporation into the Agreement, as specified in the Agreement or order between Semrush and Customer. Upon its incorporation into the Agreement, this DPA will form an integral part of the Agreement without the need for any additional signatures or other formalities. Notwithstanding anything to the contrary in the Agreement, if there is a conflict between this DPA and the Agreement, this DPA will control.
1. DEFINITIONS. For the purposes of this DPA, the following terms have the following meanings unless the context otherwise requires. Other capitalized terms not defined herein will have the same meaning as set forth in the Agreement.
(a) “Affiliate” means an entity that owns or controls, is owned or controlled by or is under common ownership or control with the subject entity, where “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of fifty percent (50%) or more of the voting securities or other equivalent voting interests of the subject entity;
(b) “Applicable Data Protection Law” means, in each case to the extent applicable, 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” or the “GDPR”), related data protection legislation in the member states of the European Economic Area (“EEA”), the United Kingdom (“UK”) Data Protection Act 2018 and the CCPA;
(c) “CCPA” means the California Consumer Privacy Actand implementing regulations, as may be amended from time to time;
(d) “Controller” means the entity which determines the purposes and means of the Processing of Personal Data, including a “business” as defined by the CCPA;
(e) “Customer”means the entity that enters into the Agreement with Semrush for use of or access to the Services;
(f) “Customer Personal Data” means the Personal Data described in Annex 1 to this DPA, in respect of which the Customer is the Controller;
(g) “Data Subject”, “Process”, “Processed” or “Processing” shall each have the meaning as set out in the GDPR;
(h) “Personal Data” means personal data or personal information (as defined under the Applicable Data Protection Law) that is subject to the Applicable Data Protection Law;
(i) “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;
(j) “Processor”means the entity which Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the CCPA;
(k) “Regulator” means the data protection supervisory authority which has jurisdiction over the Processing of Personal Data;
(l) “Semrush” means Semrush Inc. or any Affiliate of Semrush that enters into an Agreement with Customer;
(m) “Services” means the services provided by Semrush to the Customer under the Agreement;
(n) “Standard Contractual Clauses” means the standard contractual clauses for the transfer of Personal Data to Processors established in Third Countries as set out in the European Commission Decision 2010/87/EU and attached to this DPA as Annex 2;
(o) “Sub-Processor” means (i) any Processor engaged by Data Processor or (ii) a Data Processor’s Affiliate; and
(p) “Third Countries” means all countries not recognized as providing an adequate level of protection for Personal Data (within the meaning of the Applicable Data Protection Law).
2. PROCESSING OF CUSTOMER PERSONAL DATA. Customer (for the purpose of this DPA, the “Data Controller”) wishes to appoint Semrush (for the purpose of this DPA, the “Data Processor”) as a Data Processor to Process Customer Personal Data (i) in accordance with the Agreement; (ii) at the Customer’s request when accessing or using the Services; or (iii) to comply with other reasonable instructions of the Data Controller (e.g., via email or support tickets) that are consistent with the terms of this DPA (individually and collectively, the “Purpose”). The types of Personal Data and categories of Data Subjects Processed under this DPA, the subject-matter, nature, purpose and duration of the Processing are further specified in Annex 1 (Description of Processing) to this DPA. If Customer’s Affiliates have purchased subscriptions to the Services directly with Semrush under the Agreement, then this DPA amends the terms of the Agreement with respect to those subscriptions, and each such Affiliate shall be deemed to be the “Data Controller” for the purposes of this DPA. Customer shall be responsible for coordinating all communications with Semrush and Customer’s Affiliates under this DPA and shall be entitled to make and receive any communication in relation to the DPA, on behalf of itself and its Affiliates.
3. DATA CONTROLLER
(a) The Data Controller will determine the scope, purposes, and manner by which the Customer Personal Data may be Processed by the Data Processor. The Data Processor will Process Customer Personal Data only as set forth in the Data Controller’s written instructions and in accordance with the Purpose.
(b) The Data Controller warrants that it has all necessary rights to provide the Customer Personal Data to Data Processor for the Processing to be performed in relation to the Services. To the extent required by Applicable Data Protection Law, the Data Controller is responsible for ensuring that any necessary Data Subject consents to this Processing are obtained, and for ensuring that a record of such consents is maintained. Should such a consent be revoked by the Data Subject, Data Controller is responsible for communicating the fact of such revocation to the Data Processor, and Data Processor remains responsible for implementing any Data Controller instruction with respect to the further Processing of Customer Personal Data that is consistent with the terms of this DPA.
4. DATA PROCESSOR’S OBLIGATIONS.
4.1 To the extent the Data Processor Processes Customer Personal Data on behalf of the Data Controller, it shall:
(a) Process the Customer Personal Data only on documented instructions from the Data Controller in such manner as, and to the extent that, this is appropriate for the provision of the Services, including with regard to transfers of Personal Data to Third Countries, except as required to comply with applicable laws in the EEA, EEA member states or the UK to which the Data Processor is subject. In such a case, the Data Processor shall, to the extent legally permitted by those laws, inform the Data Controller of that legal obligation before Processing. The Data Processor shall immediately inform the Data Controller if, in its opinion, an instruction infringes the data protection laws of the EEA, EEA member states or the UK;
(b) ensure that all persons or parties authorized to Process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
(c) at all times have in place an appropriate written security policy with respect to the Processing of Customer Personal Data, outlining in any case the measures referenced in Section 5 below.
4.2 To the extent Semrush’s Processing of Customer Personal Data is subject to the CCPA, Semrush shall not (1) retain, use, or disclose Customer Personal Data other than as provided for in the Agreement, as needed to perform the Services, to build or improve the quality of the Services, to detect security incidents, to protect against fraudulent or illegal activity, to retain Sub-Processors in compliance with Section 7, or as otherwise permitted by the CCPA; and (2) sell (as defined in the CCPA) Customer Personal Data.
(a) Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects, without prejudice to any other security standards agreed upon by the Parties, the Data Controller and Data Processor shall implement appropriate technical and organizational measures for the protection of the security, confidentiality and integrity of the Customer Personal Data appropriate to the risk. These measures include the measures set forth in Appendix 2 to the Standard Contractual Clauses, attached hereto.
(b) The Data Processor will regularly monitor the measures as implemented in accordance with this Section 5. The Data Processor may update the security measures from time to time provided that such updates do not result in the degradation of the overall security of the Services.
(c)The parties will negotiate in good faith the cost, if any, to implement material changes required by specific updated security requirements set forth in the Applicable Data Protection Law or by Regulators of competent jurisdictions.
(d) At the Data Controller’s request, subject to the confidentiality obligations set forth in the Agreement, the Data Processor shall provide to the Data Controller information regarding the measures has taken pursuant to this Section 5 in order to ensure its compliance with its obligations under this DPA. Such information may include the Data Processor’s third-party audit reports or third-party certifications. Data Controller may contact the Data Processor in accordance with the “Notices” section of the Agreement to request an on-site audit of the Data Processor’s procedures relevant to the protection of Customer Personal Data, but only to the extent required under the Applicable Data Protection Law. The Data Controller may conduct such audit not more than once annually, unless otherwise required by Applicable Data Protection Law. The Data Controller shall reimburse the Data Processor for any time spent on any such on-site audit at the Data Processor’s then-current rates, which are available upon request. The Data Controller shall provide at least fourteen (14) days’ prior written notice of its intent to undertake such on-site audit, and the Data Controller and Data Processor shall, before the commencement of any such audit, mutually agree upon the scope, timing, the duration and the rate of reimbursement of such audit. (All reimbursement rates shall be reasonable, taking into account the resources expended by the Data Processor.) The Data Controller shall promptly notify the Data Processor of any non-compliance discovered during the course of such audit, and the Data Processor will use commercially reasonable efforts to address any confirmed non-compliance. If the Standard Contractual Clauses apply to this DPA, then the Data Controller agrees to exercise its audit rights under the Standard Contractual Clauses as described in this Section 5(d), and the Data Controller has the right under the Standard Contractual Clauses to change its instruction and agrees to do so in writing pursuant to the “Notices” section of the Agreement.
6. INTERNATIONAL TRANSFERS
In connection with the performance of the Agreement, the Standard Contractual Clauses will apply to Customer Personal Data that is transferred from the Data Controller, if in the EEA or the UK, to the Data Processor in a Third Country. The Data Controller shall comply with the exporter’s obligations in the Standard Contractual Clauses, and the Data Processor shall comply with the importer’s obligations in the Standard Contractual Clauses in respect of that transferred Customer Personal Data. To the extent that the Standard Contractual Clauses are subsequently modified, replaced, or held in a court of competent jurisdiction to be invalid, the Data Controller and the Data Processor agree to cooperate in good faith to, as applicable, enter into new Standard Contractual Clauses approved by the European Commission or pursue a suitable alternative mechanism under the Applicable Data Protection Law to carry out such transfer.
(a) The Data Controller hereby grants the Data Processor general written authorization to engage the Data Processor’s Affiliates as Sub-Processors to Process Customer Personal Data and authorizes the Data Processor and its Affiliates to engage third-party Sub-Processors in connection with the delivery of services under the Agreement, subject to the requirements of this Section 7. For the avoidance of doubt, the above authorization constitutes Data Controller’s prior written consent to the sub-Processing by Data Processor for purposes of Clause 11 of the Standard Contractual Clauses. The Data Processor may engage new Sub-Processors or may change Sub-Processors from time to time. The Data Processor will provide the Data Controller with notice (by updating the Sub-Processor list below and by providing the Data Controller with a mechanism to receive notice of such updates) of any new Sub-Processor in advance of providing such Sub-Processor with access to Customer Personal Data. The Data Controller will have 14 days from the date of receipt of the Data Processor’s notice to approve or reject the new Sub-Processor on reasonable grounds. In the event of no response from the Data Controller, the Sub-Processor will be deemed accepted. If the Data Controller notifies Semrush of an objection to the new or replacement Sub-Processor, the Parties will discuss Data Controller’s concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, either Party may terminate the Processing of the Customer Personal Data with immediate effect, and without liability to either Party, on written notice to the other Party.
(b) The Data Processor shall enter into written agreements with its Sub-Processors containing data protection obligations that provide at least the same level of protection for Customer Personal Data as under this DPA and shall in particular impose on its Sub-Processors the obligation to implement appropriate technical and organizational measures in such a manner that the sub-Processing will meet the requirements of Applicable Data Protection Law. Where a Sub-Processor fails to fulfil its obligations, the Data Processor shall remain fully liable under the Applicable Data Protection Law to the Data Controller for the performance of that Sub-Processor’s obligations.
7.1. APPROVED SUB-PROCESSORS
|BuzzStream||Email customer relationship management services||USA|
|Google calendar||Meeting scheduling software||USA|
|Skype||Video, voice and chat/instant messaging services||USA|
|RingCentral||Cloud enterprise unified communications and collaboration solution||USA|
|Google Hangouts||Cross-platform messaging application||USA|
|Zendesk Chat||Live chat and communication widget||USA|
|Zoom||Video Telephony software program||USA|
|Calendly||Automated scheduling tool||USA|
|Mindbox||Marketing automation platform||Russia|
|Salesloft||Sales automation tool||USA|
|Salesforce||Sales automation tool||USA|
|AdActive||Reseller of Semrush in Israel||Israel|
|Amazon Web Services||AWS which is working with marketplace||Ireland|
|Social Media Network||USA|
|Gong.io||The Service is a cloud-based sales conversation intelligence platform||USA|
|Intercom||a messaging platform which allows businesses to communicate with prospective and existing customers on their website||USA|
|Mailchimp||marketing automation platform and email marketing service||USA|
|Typeform||SaaS that specializes in online form building and online surveys||Spain|
|Semrush CY LTD||Affiliate, Services & Support||Cyprus|
|Semrush Holdings Inc||Affiliate, Services & Support||USA|
|Semrush RU LTD||Affiliate, Services & Support||Russia|
|Semrush SM LTD||Affiliate, Services & Support||Russia|
|Semrush CZ s.r.o.||Affiliate, Services & Support||Czech Republic|
|Prowly Sp. Z.o.o.||Affiliate, Services & Support||Poland|
8. RETURNING OR DESTRUCTION OF PERSONAL DATA
Upon termination of this DPA, upon the Data Controller’s written request, or upon fulfillment of the Purpose whereby no further Processing is required, the Data Processor shall, at the request of the Data Controller, either delete, destroy or return all Customer Personal Data to the Data Controller and destroy or return any existing copies, except where otherwise required by applicable lawsof the EEA, EEA member states or the UK. The return of data may incur additional charges. The Data Processor agrees to preserve the confidentiality of any retained Customer Personal Data and will only Process such Customer Personal Data after the date of termination in order to comply with those laws to which it is subject and to fulfill its obligations under this DPA.
9. ASSISTANCE TO DATA CONTROLLER
(a) The Data Processor shall, to the extent legally permissible, promptly notify the Data Controller of any requests from a Data Subject to exercise the following rights of the Data Subject under the Applicable Data Protection Law: access, rectification, restriction of Processing, erasure (the “right to be forgotten”), data portability, objection to the Processing, or to not be subject to automated individual decision making (each a “Data Subject Request”). Taking into the account the nature of the Processing, the Data Processor shall assist the Data Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Data Controller’s obligation to respond to the Data Subject Request under Applicable Data Protection Law. In addition, to the extent the Data Controller, in its use of the Services, does not have the ability to address a Data Subject Request, the Data Processor shall, upon the Data Controller’s request, use commercially reasonable efforts to assist the Data Controller in responding to such Data Subject Request, to the extent the Data Processor is legally permitted to do so and the response to such Data Subject Request is required under Applicable Data Protection Law. The Data Controller shall be responsible for any costs arising from the Data Processor’s provision of such assistance, including any fees associated with provision of additional functionality.
(b) Upon the Data Controller’s request, taking into account the nature of the Processing and the information available to the Data Processor, the Data Processor shall provide the Data Controller with reasonable cooperation and assistance to help the Data Controller fulfill its obligations (if applicable) under the Applicable Data Protection Law to (i) carry out a data protection impact assessment related to the Data Controller’s use of the Services, to the extent the Data Controller does not otherwise have access to the relevant information, and (ii) engage in prior consultations with Regulators as required under Article 36 of the GDPR or equivalent provision of the Applicable Data Protection Law.
10. INFORMATION OBLIGATIONS AND INCIDENT MANAGEMENT
(a) When the Data Processor becomes aware of a Personal Data Breach, it shall notify the Data Controller at email@example.com about the Personal Data Breach without undue delay, shall provide commercially reasonable cooperation to the Data Controller, and shall take commercially reasonable steps to remediate the Personal Data Breach, if applicable, to the extent that remediation is within the Data Processor’s control. At the Customer’s request and subject to the Customer paying all of Data Processor’s fees at prevailing rates, and all expenses, Data Processor will promptly provide the Customer with all reasonable assistance necessary to enable the Customer to notify relevant Personal Data Breaches to the Regulators and/or affected Data Subjects, if Customer is required to do so under the Applicable Data Protection Law. Customer is solely responsible for complying with Personal Data Breach notification requirements applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breach. The obligations of this Section 10(a) do not apply to Personal Data Breaches that are caused by the Data Controller, Users, and/or any products and services other than Data Processor’s.
(a) The liability of each Party and its respective Affiliates’, taken together in the aggregate, arising out of or relating to this DPA shall be subject to the section(s) of the Agreement governing limitations of liability, and any reference in such section(s) 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.
(b) This DPA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws applicable to the Agreement of which this DPA forms a part.
(c) This DPA shall automatically terminate on the expiration or earlier termination of the Agreement.
Description of Processing
- Types of Personal Data; Categories of Data Subjects: The Personal Data that may be Processed
under the Agreement, the extent of which is determined and controlled by the Data Controller in its sole
discretion and in compliance with Applicable Data Protection Law, is Personal Data included in data and
information submitted by Customers to or through the Services, and which may include, but is not limited to the
following categories of Personal Data: first and last name, title, position, contact information. Such data may
relate to the following categories of Data Subjects: Data Controller’s employees, consultants, contractors,
agents, and/or third parties with whom the Data Controller conducts business or collects through other means.
- Subject-Matter and Nature of the Processing. The subject-matter of Processing of Customer
Personal Data by Data Processor is the provision of the Services to the Customer that involves the Processing of
Customer Personal Data. Customer Personal Data will be subject to those Processing activities which Data Processor
needs to perform in order to provide the Services pursuant to the Agreement.
- Purpose of the Processing. Customer Personal Data will be Processed for the Purposes (as
defined by Section 2 of this DPA).
- Duration of the Processing. Customer Personal Data will be Processed for the duration of the
- Rights and Obligations of the Data Controller: The rights and obligations of the Data Controller are set out in the DPA.
Commission Decision C(2010)593Standard Contractual Clauses (processors)
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
Name of the data exporting organisation: Customer, as defined in the DPA
(the data exporter)
Name of the data importing organisation: Semrush Inc.
(the data importer)
each a “party”; together “the parties”,
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.
For the purposes of the Clauses:
(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) 'the data exporter' means the controller who transfers the personal data;
(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
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.
Third-party beneficiary clause
1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Mediation and jurisdiction
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Cooperation with supervisory authorities
1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
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.
1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
Obligation after the termination of personal data processing services
1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties.
The data exporter is the entity identified as “Customer” or “Data Controller” in the Addendum.
The data importer is the entity identified as “Data Processor” in the Addendum.
The personal data transferred concern the following categories of data subjects (please specify):
Data subjects are defined in Annex 1 to the DPA the Addendum.
Categories of data
The personal data transferred concern the following categories of data (please specify):
Categories of personal data are defined in Annex 1 to the DPA.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data (please specify):
Customer may, in accordance with the Applicable Data Protection Law, submit special categories of Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which is for the sake of clarity Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade-union membership, genetic data, biometric data, data concerning health or data concerning a Data Subject’s sex life or sexual orientation.
The personal data transferred will be subject to the following basic processing activities (please specify):
The processing activities defined in Annex 1 to the DPA and in the Agreement.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties.
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 attached):
Semrush may update or modify these security measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.
- Semrush stores all production data in physically secure data centers.
- Infrastructure systems have been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Services are designed to allow Semrush to perform certain types of preventative and corrective maintenance without interruption. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard change process according to documented procedures.
- The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, and 7 days a week. In most cases, a primary as well as an alternate power source, each with equal capacity, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If utility power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, for up to 10 minutes until the diesel generator systems take over. The diesel generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.
- Semrush has designed and regularly plans and tests its business continuity planning/disaster recovery checks.
- When user data is copied electronically by Semrush outside the data center, appropriate physical security is maintained, and the data is encrypted at all times.
B. Access Control
- Preventing Unauthorized Services Access:
- Semrush hosts its Service with outsourced cloud infrastructure providers.
- Additionally, Semrush maintains contractual relationships with vendors in order to provide the Service in accordance with DPA. Semrush relies on contractual agreements, privacy policies, and vendor compliance procedures in order to protect data processed or stored by these vendors.
- Semrush hosts its Services infrastructure with multi-tenant, outsourced infrastructure providers.
- Semrush implemented a uniform password policy for its Services and correspondent tools and features. All passwords must fulfil defined minimum requirements and are stored in encrypted form.Users who interact with the Services via the user interface must authenticate before accessing non-public user data.
- User data is stored in multi-tenant storage systems accessible to users via only application user interfaces and application programming interfaces. Users are not allowed direct access to the underlying application infrastructure. The authorization model in each of the tools and features of the Services is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions.
- Public Services APIs may be accessed using an API key.
- Preventing Unauthorized Services Use. Semrush utilizes the following access
controls and detection capabilities for the internal networks that support its Services:
- Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the Services infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
- Semrush implemented a Web Application Firewall (WAF) solution to protect internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.
- Security reviews of the parts of code stored in Semrush source code repositories are performed, checking for coding best practices and identifiable software flaws.
- Semrush conducts penetration tests annually. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.
- A bug bounty program invites and incentivizes independent security researchers to ethically discover and disclose security flaws. Semrush implemented a bug bounty program in an effort to widen the available opportunities to engage with the security community and improve the Services defenses against sophisticated attacks.
- Authorization Requirements. A subset of Semrush and Semrush affiliates’ employees have access to user data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Semrush and Semrush affiliates’ employees are required to conduct themselves in a manner consistent with the Semrush guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards.
C. Transmission Control
Semrush makes HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces. Semrush HTTPS implementation uses industry standard algorithms and certificates.
- Semrush designed its infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests partly. Internal systems aggregate log data and alert appropriate employees of malicious, unintended, or anomalous activities. Semrush personnel, including security, are responsive to known incidents.
- Semrush maintains a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, Semrush will take appropriate steps to minimize User damage or unauthorized disclosure.
- If Semrush becomes aware of unlawful access to Semrush data stored within its Services, Semrush will:
- notify the affected Users of the incident;
- provide a description of the steps Semrush is taking to resolve the incident; and
- provide status updates to the User contact, as Semrush deems necessary.
4. Notification(s) of incidents, if any, will be delivered to one or more of the User’s contacts in a form Semrush selects, which may include via email or telephone.
- The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.8% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
- Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Semrush data is backed up to multiple durable data stores and replicated across multiple availability zones. Semrush uses commercially reasonable efforts to create frequent, encrypted back-up copies of Protected Data and these are stored in geographically separate locations.
- Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.
The Services are designed to ensure redundancy and seamless failover. The server instances that support the Services are also architected with a goal to prevent single points of failure. This design assists Semrush operations in maintaining and updating the Services applications and backend while limiting downtime.