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CROWDSTRIKE DATA
PROTECTION AGREEMENT

This Data Protection Agreement (“DPA”) supplements the CrowdStrike Terms and Conditions (“Principal Agreement”) previously made between CrowdStrike, Inc. and/or CrowdStrike Services, Inc. (collectively, “CrowdStrike”, “Vendor”, “Data Importer” or “Processor”), and Customer (collectively, “Customer” or “Data Exporter” or “Controller”) related to CrowdStrike’s Offerings to the extent that personal data is processed by CrowdStrike.

Capitalized terms not otherwise defined herein shall have the meaning given to them in the Principal Agreement. Except as modified below, the terms of the Principal Agreement shall remain in full force and effect. The provisions in this DPA apply to CrowdStrike and CrowdStrike Affiliates only to the extent applicable and required by Applicable Laws.

1. Definitions

1.1 In this DPA, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
1.1.1 “Applicable Laws” means any laws that regulate the processing, privacy or security of Customer Personal Data and that are directly applicable to each respective party to this DPA in the context of CrowdStrike Processing Customer Personal Data;
1.1.2 “Customer Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Customer, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
1.1.1 “Customer Group Member” means Customer or any Customer Affiliate;
1.1.2 “Customer Personal Data” means any Personal Data processed by CrowdStrike or CrowdStrike Affiliate on behalf of a Customer Group Member identifying data subjects for which a Customer Group Member is responsible pursuant to or in connection with the Principal Agreement;
1.1.3 “Contracted Processor” means CrowdStrike or a Subprocessor;
1.1.4 “EEA” means the European Economic Area;
1.1.5 “EU Data Protection Laws” means the EU General Data Protection Regulation 2016/679 (GDPR) and laws implementing or supplementing the GDPR;
1.1.6 “Restricted Transfer” means:
1.1.6.1 a transfer of Customer Personal Data from any Customer Group Member to a Contracted Processor; or
1.1.6.2 an onward transfer of Customer Personal Data from a Contracted Processor to a Contracted Processor, or between two establishments of a Contracted Processor,
in each case, where such transfer would be prohibited by Applicable Laws in the absence of CrowdStrike’s reliance upon a method or country designated by an adequacy finding by a competent data protection authority, including, the European Commission, the Swiss Federal Data Protection and Information Commissioner, the United Kingdom Information Commissioner’s Office, or a competent data protection authority governing the transfer of Customer Personal Data to CrowdStrike, as applicable;
1.1.7 “Offerings” means collectively, any Products, Product-Related Services or Professional Services from CrowdStrike;
1.1.8 “Subprocessor” means any person (including any third party and any CrowdStrike Affiliate, but excluding an employee of CrowdStrike or any of its sub-contractors) appointed by or on behalf of CrowdStrike or any CrowdStrike Affiliate in its role as a Processor to Process Personal Data on behalf of any Customer Group Member in connection with the Principal Agreement; and
1.1.9 “CrowdStrike Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with CrowdStrike, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processor”, “Processing” and “Supervisory Authority” shall have the same meaning as in Applicable Laws, including where applicable the EU-US and Swiss-US Privacy Shield and GDPR.
1.3 The word “include” shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.

2. Authority

CrowdStrike represents and warrants that, before any CrowdStrike Affiliate Processes any Customer Personal Data on behalf of any Customer Group Member, CrowdStrike’s entry into this DPA as agent for and on behalf of that CrowdStrike Affiliate will have been duly and effectively authorised (or subsequently ratified) by that CrowdStrike Affiliate.

3. Processing of Customer Personal Data

3.1 CrowdStrike and each CrowdStrike Affiliate shall:
3.1.1 not Process Customer Personal Data other than on the relevant Customer Group Member’s documented instructions unless Processing is required by Applicable Laws to which the relevant Contracted Processor is subject, in which case CrowdStrike or the relevant CrowdStrike Affiliate shall to the extent permitted by Applicable Laws inform the relevant Customer Group Member of that legal requirement before the relevant Processing of that Personal Data.
3.2 Each Customer Group Member:
3.2.1 instructs CrowdStrike and each CrowdStrike Affiliate (and authorises CrowdStrike and each CrowdStrike Affiliate to instruct each Subprocessor) to:
3.2.1.1 Process Customer Personal Data; and
3.2.1.2 in particular, transfer Customer Personal Data to any country or territory,
as reasonably necessary for the provision of the Offerings and consistent with the Principal Agreement;
3.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorised to give the instruction set out in section 3.2.1 on behalf of each relevant Customer Affiliate; and
3.2.3 along with its affiliates and subsidiaries, represents and warrants that it has obtained all necessary consents and government authorizations required under Applicable Law to permit the processing and international transfer of Customer Personal Data from each Customer Group Member, to each CrowdStrike Affiliate, including onward transfers to Subprocessors. Furthermore, each Customer Group Member agrees to fully indemnify and hold harmless each CrowdStrike Affiliate for any action brought against it, whether by a data subject or a government authority, related to necessary consents and government authorizations required for the international transfer of data from any Customer Group Member to any CrowdStrike Affiliate. For purposes of clarity, this provision does not diminish Customer, Customer Group Member, or data subject’s legal rights related to CrowdStrike’s adherence to its obligations as a Processor of Customer Personal Data.
3.3 Annex 1 to this DPA sets out certain information regarding the Contracted Processors’ Processing of the Customer Personal Data as required by article 28(3) of the GDPR (and, possibly, equivalent requirements of other Applicable Laws). Nothing in Annex 1 (including as amended pursuant to this section 3.3) confers any right or imposes any obligation on any party to this DPA.
4. CrowdStrike and CrowdStrike Affiliate Personnel
CrowdStrike and each CrowdStrike Affiliate shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as reasonably necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

5. Security

5.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, CrowdStrike and each CrowdStrike Affiliate shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Applicable Law, including, where applicable, those in Article 32(1) of the GDPR.
5.2 In assessing the appropriate level of security, CrowdStrike and each CrowdStrike Affiliate shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

6. Subprocessing

6.1 Each Customer Group Member authorises CrowdStrike and each CrowdStrike Affiliate to appoint (and permit each Subprocessor appointed in accordance with this section 6 to appoint) Subprocessors in accordance with this section 6 and any restrictions in the Principal Agreement.
6.2 CrowdStrike and each CrowdStrike Affiliate may continue to use those Subprocessors already engaged by CrowdStrike or any CrowdStrike Affiliate as at the date of this DPA, subject to CrowdStrike and each CrowdStrike Affiliate in each case as soon as practicable meeting the obligations set out in section 6.4.
6.3 CrowdStrike shall inform Customer of the appointment of any new Subprocessor. CrowdStrike maintains an up-to-date list of Subprocessors on its online (A copy is available at https://falcon.crowdstrike.com/support/documentation/34/crowdstrike-products-and-services-third-party-subprocessors-of-personal-data). If, within 30 days of receipt of that notice, Customer notifies CrowdStrike in writing of any objections (on reasonable grounds) to the proposed appointment:
6.3.1 CrowdStrike shall work with Customer in good faith to make available a commercially reasonable change in the provision of the Offerings which avoids the use of that proposed Subprocessor; and
6.3.2 where such a change cannot be made within 90 days from CrowdStrike’s receipt of Customer’s notice, notwithstanding anything in the Principal Agreement, Customer may by written notice to CrowdStrike delivered within 30 days after the expiration of the 90 day deadline above, with immediate effect terminate the Principal Agreement to the extent that it relates to the Offerings which require the use of the proposed Subprocessor.
6.4 With respect to each Subprocessor, CrowdStrike or the relevant CrowdStrike Affiliate shall:
6.4.1 before the Subprocessor first Processes Customer Personal Data (or, where relevant, in accordance with section 6.2), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Customer Personal Data required by the Principal Agreement;
6.4.2 ensure that the arrangement between on the one hand (a) CrowdStrike, or (b) the relevant CrowdStrike Affiliate, or (c) the relevant intermediate Subprocessor; and on the other hand the Subprocessor, is governed by a written contract incorporating terms which offer at least the same level of protection for Customer Personal Data as required by the Privacy Shield Principles and article 28(3) of the GDPR, or the Applicable Law;
6.4.3 if that arrangement involves a Restricted Transfer, adhere to the Onward Transfer Principle of the EU-US and Swiss Privacy Shield or other applicable adequacy mechanisms defined in Section 12 of this DPA, including, to the extent required by Applicable Law, for Customer Personal Data originating outside the United States, European Union, EEA, United Kingdom, or Switzerland; and
6.4.4 maintain copies of the Contracted Processors’ agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of this DPA) as Customer may request from time to time.
6.5 CrowdStrike and each CrowdStrike Affiliate shall require that each Subprocessor performs the obligations consistent with the applicable data protection provisions of this agreement.

7. Data Subject Rights

7.1 Taking into account the nature of the Processing, CrowdStrike and each CrowdStrike Affiliate shall assist each Customer Group Member by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer Group Members’ legal obligations under Applicable Laws to the extent necessary to respond to requests to exercise Data Subject rights under the Applicable Laws.
7.2 CrowdStrike shall:
7.2.1 promptly notify Customer if any Contracted Processor receives a request from a Data Subject under any Applicable Laws in respect of Customer Personal Data; and
7.2.2 ensure that the Contracted Processor does not respond to that request except on the documented instructions of Customer or the relevant Customer Affiliate or as required by Applicable Laws to which the Contracted Processor is subject, in which case CrowdStrike shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before the Contracted Processor responds to the request.

8. Personal Data Breach

8.1 CrowdStrike shall notify Customer without undue delay, and within the timeframes required by Applicable Law, upon CrowdStrike or any Subprocessor becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow each Customer Group Member to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Applicable Laws.
8.2 CrowdStrike shall co-operate with Customer and each Customer Group Member and take commercially reasonable steps to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

9. Data Protection Impact Assessment and Prior Consultation

CrowdStrike and each CrowdStrike Affiliate shall provide reasonable assistance to each Customer Group Member with any necessary data protection impact assessments required of any Customer Group Member by Applicable Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

10. Deletion or return of Customer Personal Data

10.1 Subject to sections 10.2 and 10.3 upon written request at the end of the commercial relationship between Customer and CrowdStrike, CrowdStrike and each CrowdStrike Affiliate shall promptly make available for return, delete or block Customer Personal Data in its possession.
10.2 Subject to section 10.3, Customer may in its absolute discretion by written notice to CrowdStrike at least 30 days prior to the end of the contractual period require CrowdStrike and each CrowdStrike Affiliate to (a) make available for return all Customer Personal Data to Customer; and (b) delete and procure the deletion of all other copies of Customer Personal Data Processed by any Contracted Processor. CrowdStrike and each CrowdStrike Affiliate shall comply with any such written request as promptly as practicable but in any event within 90 days after the end of the contractual period.
10.3 Each Contracted Processor may retain Customer Personal Data to the extent and duration necessary to fulfill contractual obligations, provide Offerings, and required by Applicable Laws provided that CrowdStrike and each CrowdStrike Affiliate shall take all commercially reasonable efforts to ensure the confidentiality of all such Customer Personal Data and to ensure that such Customer Personal Data is only Processed as necessary for the purpose(s) for which it was originally collected.
10.4 Upon written request, CrowdStrike shall provide written certification to Customer that it and each CrowdStrike Affiliate has complied with this section 10 within 90 days of the end of the contractual relationship between the parties.

11. Audit rights

11.1 Subject to sections 11.2 to 11.4, CrowdStrike and each CrowdStrike Affiliate shall make available to each Customer Group Member on request information necessary to demonstrate compliance with this DPA.
11.2 To the extent required by Applicable Law, CrowdStrike shall contribute to audits by any Customer Group Member or an auditor mandated by any Customer Group Member, that is not a competitor of CrowdStrike, in relation to the Processing of the Customer Personal Data by the Contracted Processors.
11.3 Information and audit rights of the Customer Group Members only arise under section 11.1 to the extent that the Principal Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Applicable Laws (including, where applicable, article 28(3)(h) of the GDPR).
11.4 Notwithstanding the foregoing, CrowdStrike may exclude information and documentation that would reveal the identity of other CrowdStrike customers or information that CrowdStrike is required to keep confidential. Any information or records provided pursuant to this assessment process shall be considered CrowdStrike’s Confidential Information and subject to the Confidentiality section of the Agreement.

12. European Economic Area and United Kingdom Restricted Transfers

12.1 CrowdStrike represents and warrants that it has certified to and relies upon the EU-US Privacy Shield and Swiss-US Privacy Shield for the transfer and onward transfer of personal data originating in the European Union, European Economic Area, United Kingdom, or Switzerland as applicable.
12.2 Where personal data is transferred from the European Union, European Economic Area, United Kingdom, or Switzerland to another jurisdiction not recognized as adequate by the competent data protection authority and the EU-US or Swiss-US Privacy Shield including any onward transfer mechanism is not applicable, and where CrowdStrike has not adopted another legally sufficient adequacy mechanism, then the Standard Contractual Clauses as defined in Section 14 will be incorporated into this DPA and shall apply.
12.3 Where CrowdStrike has adopted another legally sufficient adequacy mechanism, including Binding Corporate Rules or an approved code of conduct or certification mechanism, then such means may be used by CrowdStrike in lieu of the EU-US or Swiss-US Privacy Shield to protect international transfers of personal data.

13. General Terms

Governing law and jurisdiction
13.1 Without prejudice to the EU-US Privacy Shield or the Swiss-US Privacy Shield:
13.1.1 the parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Principal Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
13.1.2 this DPA and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Principal Agreement.
Order of precedence
13.2 Nothing in this DPA reduces CrowdStrike’s or any CrowdStrike Affiliate’s obligations under the Principal Agreement in relation to the protection of Customer Personal Data or permits CrowdStrike or any CrowdStrike Affiliate to Process (or permit the Processing of) Customer Personal Data in a manner which is prohibited by the Principal Agreement. In the event of any conflict or inconsistency between this DPA and the EU-US Privacy Shield Framework or the Swiss-US Privacy Shield Framework, the EU-US Privacy Shield Framework or Swiss-US Privacy Shield Framework, as applicable, shall prevail.
13.3 Subject to section 13.2, with regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the parties, including the Principal Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this DPA, the provisions of this DPA shall prevail.
Changes in data protection laws, etc.
13.4 If and to the extent this DPA or the EU-US Privacy Shield is no longer recognized by the European Commission (or the Swiss-US Privacy Shield is no longer recognized by the Swiss Federal Data Protection and Information Commissioner) or other local privacy authorities for Customer Personal Data originating from a country outside the EEA, as an adequate mechanism for the transfer of Personal Data from the EU, Switzerland, or other country, as applicable, to the United States, then upon Customer’s request, CrowdStrike will abide by another adequate transfer mechanism.
13.5 Neither Customer nor CrowdStrike shall require the consent or approval of any Customer Affiliate or CrowdStrike Affiliate to amend this DPA pursuant to this section 13.5 or otherwise.
Severance
13.6 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

14 Additional terms for Standard Contractual Clauses (Commission Decision C(2010)593 Standard Contractual Clauses (processors))

14.1 These terms apply where the Standard Contractual Clauses (Commission Decision C(2010)593 Standard Contractual Clauses (processors)) are adopted by the parties in lieu of another adequate personal data transfer mechanism to the transfer of Customer Personal Data from the European Economic Area, Switzerland, or the United Kingdom to another jurisdiction not recognized as adequate by the European Commission, Swiss Federal Data Protection and Information Commissioner, or United Kingdom Information Commissioner’s Office respectively.

14.2 The Standard Contractual Clauses and the additional terms specified in this Section 14 of this Addendum shall apply to (i) the legal entity that has executed the Standard Contractual Clauses as a data exporter and its Authorized Affiliates and, (ii) all Affiliates of Customer established within the European Economic Area, Switzerland and the United Kingdom, which have signed the Agreement for CrowdStrike’s Offerings. With regard to the Standard Contractual Clauses and this Section 14, the aforementioned entities shall be deemed “Data Exporters”.

14.3 Instructions. This DPA and the Agreement are Customer’s complete and final documented instructions at the time of signature of the Agreement to CrowdStrike for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately. For the purposes of Clause 5(a) of the Standard Contractual Clauses, the following is deemed an instruction by the Customer to process Personal Data: (a) Processing in accordance with the Agreement and applicable Order Form(s); (b) Processing initiated by Users in their use of the CrowdStrike’s Offerings and (c) Processing to comply with other reasonable documented instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.

14.4 Appointment of new Subprocessors and List of current Subprocessors. Pursuant to Clause 5(h) of the Standard Contractual Clauses, Customer acknowledges and expressly agrees that (a) CrowdStrike’s Affiliates may be retained as Subprocessors; and (b) CrowdStrike and CrowdStrike’s Affiliates respectively may engage third-party Subprocessors in connection with the provision of the CrowdStrike’s Offerings. CrowdStrike shall make available to Customer the current list of Subprocessors in accordance with Section 6 of this DPA.

14.5 Notification of New Subprocessors and Objection Right for new Subprocessors. Pursuant to Clause 5(h) of the Standard Contractual Clauses and consistent with Article 28 of the GDPR, Customer acknowledges and expressly agrees that CrowdStrike may engage new Subprocessors as described in Section 6 of the DPA.

14.6 Sub-processor Agreements. The parties agree that Subprocessing obligations pursuant to Clause 11 of the Standard Contractual Clauses shall be carried out in accordance with GDPR Article 28. The parties agree that the copies of the Subprocessor agreements that must be provided by CrowdStrike to Customer pursuant to Clause 5(j) of the Standard Contractual Clauses may have all commercial and confidential information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, redacted by CrowdStrike beforehand; and, that such copies will be provided by CrowdStrike, in a manner to be determined in its discretion, only upon written request by Customer.

14.7 Audits. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with Section 11 of this DPA. To the extent the Standard Contractual Clauses additionally require CrowdStrike’s facilities be submitted for inspection, Customer may contact CrowdStrike through prior written notice to request an on-site audit of the procedures relevant to the protection of Customer Personal Data. Customer shall reimburse CrowdStrike for any time expended for any such on-site audit at the CrowdStrike’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and CrowdStrike shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Customer shall be responsible. Customer shall promptly notify CrowdStrike with information regarding any noncompliance discovered during the course of an audit.

14.8 Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the Standard Contractual Clauses shall be provided by CrowdStrike to Customer only upon Customer’s request pursuant to Section 10 of this DPA.

14.9 Liability Cap. The parties agree that the total combined liability of either party and its Affiliates towards the other party and its Affiliates under or in connection with the Agreement and the Standard Contractual Clauses combined will be limited to the Limitation of Liability maximum cap for the relevant party, subject to the Agreement.

14.10 Conflict. In the event and to the extent of any conflict or inconsistency between the body of this DPA and any of its Schedules (not including the Standard Contractual Clauses) and the Standard Contractual Clauses in Schedule 5 in a way that materially affects the adequacy of the transfer, the Standard Contractual Clauses shall prevail.


ANNEX 1: DETAILS OF PROCESSING OF CUSTOMER PERSONAL DATA

This Annex 1 includes certain details of the Processing of Customer Personal Data as required by Article 28(3) GDPR.
Subject matter and duration of the Processing of Customer Personal Data

The subject matter and duration of the Processing of the Customer Personal Data are set out in the Principal Agreement and this DPA.

The nature and purpose of the Processing of Customer Personal Data

Provisioning/Use of Offerings. Personal Data that may be collected and used during the provisioning and use of the Offerings to deliver, support and improve the Offerings, administer the Agreement and further the business relationship between you and CrowdStrike, comply with law, act in accordance with your written instructions, or otherwise in accordance with this Agreement.

Personal data associated with the provisioning and operation of the Offerings includes data included in machine event data, threat actor data, and Controller submitted data processed to protect Controller’s devices from adversary activity and to provide additional applications, modules, functionality, and services selected by Controller.

Professional Services. Personal data gathered in connection with Professional Services for example as part of computer imaging, diagnostics and remediation in connection with the delivery of incident response or other forensics-oriented Professional Services.

File/Document Analysis. Personal data that is present in unknown or suspicious files or documents that are submitted to the Offerings for analysis for adversary activity or vulnerabilities. These unknown or suspicious files and other related information are used for security analysis and response or, when submitting crash reports, to make the product more reliable and/or improve CrowdStrike’s products and services or enhance cybersecurity.

Support; Account Information. Your employees’ names and contact may be received in connection with technical support of the Offerings, administering your account, and enhancing your experience.

The types of Customer Personal Data to be Processed

Depending on the Offerings and the Controller’s naming conventions and environment, personal data, such as that possibly found in a computer name, user name or file name or the technical artifacts contemplated in the purposes above.

The categories of Data Subject to whom the Customer Personal Data relates

Data subjects, such as Controller’s computer system users or other individuals whose Personal Data Controller is responsible for and which Personal Data is processed in connection with the Offerings.

The obligations and rights of Customer and Customer Affiliates

The obligations and rights of Customer and Customer Affiliates are set out in the Principal Agreement and this DPA.

European
EUROPEAN COMMISSION
DIRECTORATE-GENERAL JUSTICE

Directorate C: Fundamental rights and Union citizenship
Unit C.3: Data protection

……………………………………………………………

Commission Decision C(2010)593
Standard 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:
Address:
Tel.: ; fax: ; e-mail:
Other information needed to identify the organisation:

……………………………………………………………

(the data exporter)
And

Name of the data importing organisation: CrowdStrike, Inc.
Address: 150 Mathilda Place, Suite 300, Sunnyvale, CA 94086, U.S.A.,
Tel.: ; fax: ; e-mail:
Other information needed to identify the organisation:

…………………………………………………………………
(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.

Clause 1

Definitions

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.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

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.

Clause 4

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).

Clause 5

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.

Clause 6

Liability

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.

Clause 7

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.

Clause 8

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).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely………………………………………………………………………….
Clause 10
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

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, namely …………………………………… …………………………………………………………………………………………………………………………………………………………………………
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.
Clause 12
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 Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter
The data exporter is (please specify briefly your activities relevant to the transfer):
CUSTOMER
………………………………………………………………………………………………………………………………………………………………………………………………

Data importer
The data importer is (please specify briefly activities relevant to the transfer):
CrowdStrike for the purposes set out in the Principal Agreement and this DPA.
………………………………………………………………………………………………………………………………………………………………………………………………

Data subjects
The personal data transferred concern the following categories of data subjects (please specify):
Data subjects, such as Controller’s computer system users or other individuals whose Personal Data Controller is responsible for and which Personal Data is processed in connection with the Offerings.
………………………………………………………………………………………………………………………………………………………………………………………………

Categories of data
The personal data transferred concern the following categories of data (please specify):
Depending on the Offerings and the Controller’s naming conventions and environment, personal data, such as that possibly found in a computer name, user name or file name or the technical artifacts contemplated in the purposes described in the DPA.
………………………………………………………………………………………………………………………………………………………………………………………………

Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data (please specify):
N/A
………………………………………………………………………………………………………………………………………………………………………………………………

Processing operations
The personal data transferred will be subject to the following basic processing activities (please specify):

Provisioning/Use of Offerings. Personal Data that may be collected and used during the provisioning and use of the Offerings to deliver, support and improve the Offerings, administer the Agreement and further the business relationship between you and CrowdStrike, comply with law, act in accordance with your written instructions, or otherwise in accordance with this Agreement.

Personal data associated with the provisioning and operation of the Offerings includes data included in machine event data, threat actor data, and Controller submitted data processed to protect Controller’s devices from adversary activity and to provide additional applications, modules, functionality, and services selected by Controller.

Professional Services. Personal data gathered in connection with Professional Services for example as part of computer imaging, diagnostics and remediation in connection with the delivery of incident response or other forensics-oriented Professional Services.

File/Document Analysis. Personal data that is present in unknown or suspicious files or documents that are submitted to the Offerings for analysis for adversary activity or vulnerabilities. These unknown or suspicious files and other related information are used for security analysis and response or, when submitting crash reports, to make the product more reliable and/or improve CrowdStrike’s products and services or enhance cybersecurity.

Support; Account Information. Your employees’ names and contact may be received in connection with technical support of the Offerings, administering your account, and enhancing your experience.

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):

The technical and organisational security measures implemented by the data importer are as described in the DPA and the Principal Agreement.